Exhibit 10.1


 


Execution Version


 


SECOND
AMENDMENT AND AMENDMENT AND RESTATEMENT AGREEMENT

TO FIRST LIEN CREDIT AGREEMENT


 


This
SECOND AMENDMENT AND AMENDMENT AND RESTATEMENT AGREEMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of October 27, 2021 (this “Amendment
Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation (the “Parent
Borrower”), the Guarantors party hereto, Bank of America, N.A., as Administrative Agent (the “Administrative
Agent”), and each Lender party hereto, and is made with reference to that certain First Lien Credit Agreement, dated as
of August 6, 2019 (as amended by that certain First Amendment to First Lien Credit Agreement, dated as of January 21,
2021, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Original
Credit Agreement”) by and among the Parent Borrower, the other Loan Parties from time to time party thereto, the Administrative
Agent, the Lenders and other agents and arrangers from time to time party thereto and named therein. Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Amended and Restated Credit Agreement (as defined below).


 


WHEREAS, on the date hereof
immediately prior to the occurrence of the Amendment Agreement Effective Date, there are outstanding Term B Loans (the “Existing
Term Loans”) in an aggregate principal amount of $1,156,918,569.43.


 


WHEREAS,
subject to the conditions set forth in Section II hereof, in accordance with the provisions of Section 2.15 of the Original
Credit Agreement, the Parent Borrower wishes to amend and restate the Original Credit Agreement as set forth in Section I
below to enable the Parent Borrower to incur new Refinancing Term Loans (the “2021 Refinancing Term Loans”,
and the Lenders with respect to the 2021 Refinancing Term Loans, the “2021 Refinancing Term Lenders”) in an
aggregate principal amount equal to $600,000,000.


 


WHEREAS, the proceeds of
the 2021 Refinancing Term Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries and
(ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes Indenture,
will be used on the Closing Date to, among other things, refinance in full all Term Loans (as defined in the Original Credit Agreement)
outstanding under the Original Credit Agreement on the Amendment Agreement Effective Date (as defined below) immediately prior to the
funding of the 2021 Refinancing Term Loans held by the Lenders (as defined therein) under the Original Credit Agreement; and


 


WHEREAS,
the Parent Borrower, the Guarantors, the Administrative Agent, and each 2021 Refinancing Term Lender wish to amend and restate the Original
Credit Agreement as set forth in Section I below to provide for the 2021 Refinancing Term Loans described herein.


 


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


 


SECTION I.    FUNDING
OF THE 2021 REFINANCING TERM LOANS; AMENDMENT and restatement of original CREDIT AGREEMENt


 


Subject to the satisfaction
of the conditions set forth in Section II hereof, the Parent Borrower, the Guarantors, the Administrative Agent and each
of the 2021 Refinancing Term Lenders hereby agree as follows:


 


A.            Procedures
for Borrowing 2021 Refinancing Term Loans. Subject to the terms and conditions set forth herein and in the Amended and Restated Credit
Agreement, each 2021 Refinancing Term Lender severally agrees to make a 2021 Refinancing Term Loan to the Parent Borrower on the Amendment
Agreement Effective Date in Dollars in an amount equal to its 2021 Refinancing Term Loan Commitment (as set forth on Exhibit A
hereto). The Interest Period applicable to the 2021 Refinancing Term Loans shall commence on the Amendment Agreement Effective Date
and end on November 30, 2021. Upon, and subject to, the occurrence of the Amendment Agreement Effective Date, the 2021 Refinancing
Term Loans shall be funded as Term B Loans under the Original Credit Agreement and substantially concurrent therewith (but immediately
thereafter) (x) the Existing Term Loans shall be repaid in full and (y) the Original Credit Agreement shall be amended and
restated and provided in Section I(B) below. As a result of the foregoing transactions, (x) the 2021 Refinancing Term
Loans shall constitute Term B Loans and Term Loans under the Amended and Restated Credit Agreement which shall govern the terms thereof
(and the 2021 Refinancing Term Loans shall be the only Class of Loans outstanding thereunder) and (y) each 2021 Refinancing
Term Lender shall be a Term Lender and a Lender under the Amended and Restated Credit Agreement.


 






     


     


    

 


B.            Amendment
and Restatement of Original Credit Agreement. The Loan Parties party hereto and the 2021 Refinancing Lenders (which constitute 100%
of the Lenders immediately following the Borrowing of the 2021 Refinancing Term Loans and the repayment of the Existing Term Loans) hereby
agree that the Original Credit Agreement is amended and restated in its entirety as set forth in the Amended and Restated First Lien
Credit Agreement attached as Exhibit B hereto (the “Amended and Restated Credit Agreement”).


 


C.            Amendment
to the ABL Intercreditor Agreement. The 2021 Refinancing Term Lenders hereby authorize and instruct the Administrative Agent to enter
into an amendment to the existing ABL Intercreditor Agreement on the Amendment Agreement Effective Date to amend such ABL Intercreditor
Agreement by deleting the bold, red stricken text (indicated textually in the same manner as the following example: stricken
text) and adding the blue double-underlined text (indicated textually in the same manner as the following example:
double-underlined
text) as set forth in Exhibit C hereto.


 


SECTION II.    CONDITIONS
TO EFFECTIVENESS to AMENDED AND RESTATED CREDIT AGREEMENT


 


This Amendment Agreement,
and the obligations of the 2021 Refinancing Term Lenders to fund the 2021 Refinancing Term Loans shall become effective upon the satisfaction
(or waiver) of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the
“Amendment Agreement Effective Date”).


 


A.            Execution.
The Administrative Agent’s receipt of a counterpart signature page to this Amendment Agreement duly executed by the Parent
Borrower, the Guarantors party hereto and the 2021 Refinancing Term Lenders, each of which shall be original, pdf or facsimile copies
or delivered by other electronic method unless otherwise specified.


 


B.            Conditions
Precedent. The satisfaction (or waiver) of all of the conditions precedent set forth in Section 4.01 of the Amended and Restated
Credit Agreement.


 


SECTION III.    REAFFIRMATION
OF GUARANTEES AND SECURITY INTERESTS


 


Each of the Loan Parties
party to the Amended and Restated Credit Agreement, the Security Agreement and the other Collateral Documents, in each case as amended,
supplemented or otherwise modified from time to time, hereby as of the date hereof (i) acknowledges and agrees that the 2021 Refinancing
Term Loans are Term Loans, the 2021 Refinancing Term Loan Commitments constitute Term B Commitments, and the 2021 Refinancing Term Lenders
are Lenders, and that all of its obligations under (a) the Amended and Restated Credit Agreement are in full force and effect as
of the Amendment Agreement Effective Date, and (b) the Security Agreement and the other Collateral Documents to which it is a party
are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to
the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties (including the 2021 Refinancing
Term Lenders) and affirms the guaranties made pursuant to the Amended and Restated Credit Agreement, (iii) acknowledges and agrees
that the grants of security interests by and the guaranties of the Loan Parties contained in the Amended and Restated Credit Agreement
and in the Security Agreement and the other Collateral Documents are, and shall remain, in full force and effect after giving effect
to this Amendment Agreement and the amendment and restatement of the Original Credit Agreement contemplated hereby, as security for the
Secured Obligations, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete
payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal
and interest on, and premium (if any) on, the 2021 Refinancing Term Loans under the Amended and Restated Credit Agreement.


 






    2


     


    

 


SECTION IV.    MISCELLANEOUS


 


A.            Reference
to and Effect on the Other Loan Documents.


 


(i)            On
and after the Amendment Agreement Effective Date, each reference in the Loan Documents to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Original Credit Agreement shall mean and be a reference to the Amended
and Restated Credit Agreement.


 


(ii)           Except
as specifically amended by this Amendment Agreement, the Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed, as applicable, and this Amendment Agreement shall not be considered a novation.


 


(iii)           This
Amendment Agreement (including all exhibits attached hereto) shall constitute a “Refinancing Amendment” and a “Loan
Document” for all purposes of the Amended and Restated Credit Agreement and shall be administered and construed pursuant to the
terms of the Amended and Restated Credit Agreement.


 


B.            Limitation
of Amendment and Waiver. Nothing herein shall be deemed to (i) entitle any Loan Party to a further consent to, or a further
waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the
Amended and Restated Credit Agreement or any other Loan Document in similar or different circumstances or (ii) constitute a modification,
limitation, impairment or waiver of any right, power or remedy available to the Administrative Agent or the Lenders under the Amended
and Restated Credit Agreement or any other Loan Document.


 


C.            Amendment,
Modification and Waiver. This Amendment 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.


 


D.            Severability.
If any provision of this Amendment Agreement is held to be illegal, invalid or unenforceable in any jurisdiction, the legality, validity
and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, of this
Amendment Agreement and the other Loan Documents shall not be affected or impaired thereby.


 






    3


     


    

 


E.            Headings.
Section and Subsection headings in this Amendment Agreement are included herein for convenience of reference only and shall
not constitute a part of this Amendment Agreement for any other purpose or be given any substantive effect.


 


F.            Governing
Law; Waiver of Jury Trial. Sections 10.15 and 10.16 of the Amended and Restated Credit Agreement are hereby incorporated herein by
reference mutatis mutandis.


 


G.            Counterparts;
Electronic Execution. This Amendment Agreement may be executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original, and all of which, when taken together, shall constitute but one and the same agreement. This Amendment
Agreement may be in the form of an Electronic Record (as defined herein) and may be executed using Electronic Signatures (as defined
herein) (including, without limitation, facsimile and .pdf) and shall be considered an original, and shall have the same legal effect,
validity and enforceability as a paper record. For the avoidance of doubt, the authorization under this paragraph may include, without
limitation, use or acceptance by the Administrative Agent of a manually signed paper communication which has been converted into electronic
form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery
and/or retention. Notwithstanding anything contained herein to the contrary, the Administrative Agent is under no obligation to accept
an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved
by them; provided, further, without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such
Electronic Signature, the Administrative Agent shall be entitled to rely on any such Electronic Signature purportedly given by or on
behalf of the Borrower or any other Loan Party without further verification and (b) upon the request of the Administrative Agent,
any Electronic Signature shall be promptly followed by a manually executed, original counterpart. “Electronic Record” and
“Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended
from time to time.


 


H.            Acknowledgement.
Each party hereto hereby acknowledges and agrees that (i) this Amendment Agreement (including all exhibits attached hereto) constitutes
a Refinancing Loan Request satisfying the requirements of Section 2.15 of the Original Credit Agreement and (ii) the amendments
set forth in Section I(B) of this Amendment Agreement are necessary and appropriate to provide for terms applicable to the
2021 Refinancing Term Loans permitted by Section 2.15 of the Credit Agreement.


 


[Remainder of this page intentionally
left blank.]


 






    4


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized, as of the date first written above.


 


	 	OPTION CARE HEALTH, INC.
	 	(F/K/A BIOSCRIP, INC.),
	 	as the Parent Borrower
	 
	 
	 	By:	/s/ Michael Shapiro
	 	Name: Michael Shapiro
	 	Title: Senior Vice President, Chief Financial Officer and Treasurer




 


Signature Page to 

Second Amendment to First Lien Credit Agreement


 






    


     


    

 




	GUARANTORS:	APPLIED HEALTH CARE, LLC,
	 	BIOSCRIP INFUSION MANAGEMENT, LLC,
	 	BIOSCRIP INFUSION SERVICES, INC.,
	 	BIOSCRIP INFUSION SERVICES, LLC,
	 	BIOSCRIP MEDICAL SUPPLY SERVICES, LLC,
	 	BIOSCRIP PBM SERVICES, LLC,
	 	BIOSCRIP PHARMACY (NY), INC.,
	 	BIOSCRIP PHARMACY SERVICES, INC.,
	 	BIOSCRIP PHARMACY, INC.,
	 	BRADHURST SPECIALTY PHARMACY, INC.,
	 	CHRONIMED, LLC,
	 	CHS HOLDINGS, INC.,
	 	CRITICAL HOME CARE SOLUTIONS, INC.,
	 	DEACONESS ENTERPRISES, LLC,
	 	DEACONESS HOMECARE, LLC,
	 	EAST GOSHEN PHARMACY, INC.,
	 	HOMECHOICE PARTNERS, INC.,
	 	INFUSAL PARTNERS,
	 	INFUCENTERS, LLC,
	 	INFUSCIENCE HHA, LLC,
	 	INFUSCIENCE, INC.,
	 	INFUSCIENCE SOUTH CAROLINA, LLC,
	 	INFUSCIENCE SUB, INC.,
	 	INFUSION PARTNERS OF BRUNSWICK, LLC,
	 	INFUSION PARTNERS OF MELBOURNE, LLC,
	 	INFUSION PARTNERS, LLC,
	 	INFUSION SOLUTIONS, INC.,
	 	INFUSION THERAPY SPECIALISTS, INC.,
	 	KNOXVILLE HOME THERAPIES, LLC,
	 	NATIONAL HEALTH INFUSION, INC.,
	 	NATURAL LIVING, INC.,
	 	NEW ENGLAND HOME THERAPIES, INC.,
	 	NUTRI USA, INC.,
	 	OPTION HEALTH, LTD.,
	 	PROFESSIONAL HOME CARE SERVICES, INC.,
	 	PHCS ACQUISITION CO., INC.,
	 	REGIONAL AMBULATORY DIAGNOSTICS, INC.,
	 	SCOTT-WILSON, INC.,
	 	SPECIALTY PHARMA, INC.,
	 	WILCOX MEDICAL, INC.,
	 	 
	 	By: 	/s/
    Michael Shapiro
	 	Name:  Michael Shapiro
	 	Title:    President,
    Chief Financial Officer and Treasurer



 


Signature Page to


Second Amendment to First Lien Credit Agreement


 




    


     


    

 







	 	CHI HOLDING
    CORP.,
	 	CLINICAL
    HOLDINGS, INC.,
	 	CLINICAL
    SPECIALTIES, INC.,
	 	CLINICAL
    SPECIALTIES NETWORK SERVICES OF ILLINOIS, INC.,
	 	CRESCENT
    HEALTHCARE, INC.,
	 	CRESCENT
    THERAFUSION, INC.,
	 	CRITICAL
    CARE SYSTEM OF NEW YORK, INC.,
	 	CRITICAL
    CARE SYSTEMS, INC.,
	 	CSI MANAGED
    CARE, INC.,
	 	CSI MEDICAL
    BILLING SERVICES, INC.,
	 	CSI NETWORK
    SERVICES OF KENTUCKY, INC.,
	 	CSI NETWORK
    SERVICES OF INDIANA, INC.,
	 	CSI NETWORK
    SERVICES OF MICHIGAN, INC.,
	 	HC GROUP
    HOLDINGS III, INC.,
	 	HEALTHY
    CONNECTIONS HOMECARE SERVICES, INC.,
	 	HOME
    I.V. SPECIALISTS, INC.,
	 	OPTION
    CARE ENTERPRISES, INC.,
	 	OPTION
    CARE ENTERPRISES, INC.,
	 	OPTION
    CARE HOME CARE, INC.,
	 	OPTION
    CARE INFUSION SERVICES, INC.,
	 	OPTION
    CARE OF NEW YORK, INC.,
	 	OPTION
    CARE, INC.,
	 	OPTIONET, INC.,
	 	OPTION
    HOME HEALTH, INC.,
	 	RIVER
    CITY PHARMACY, INC.,
	 	SPRINGVILLE
    PHARMACY INFUSION THERAPY, INC.,
	 	 
	 	 
	 	By: 	/s/
    Michael Shapiro
	 	Name:    Michael
    Shapiro
	 	Title:      President,
    Chief Financial Officer and Treasurer



 


 


	 	MEDNOW
    INFUSION, LLC,
	 	OPTION
    CARE HOME HEALTH, L.L.C.,
	 	TRINITY
    HOMECARE, L.L.C.,
	 	UNIVERSITY
    OPTION CARE, L.L.C.
	 	 
	 	 
	 	By: 	/s/
    Michael Shapiro 
	 	Name:   Michael
    Shapiro
	 	Title:     President
    and Treasurer



 


Signature Page to 

Second Amendment to First Lien Credit Agreement


 






    


     


    

 


	 	OPTION
    CARE INFUSION SUITES, LLC
	 	 
	 	 
	 	By: 	/s/
    John Rademacher 
	 	Name:   John
    Rademacher
	 	Title:     President



 





Signature Page to 

Second Amendment to First Lien Credit Agreement


 







    


     


    

 


	 	ADMINISTRATIVE
    AGENT:
	 	 
	 	BANK
    OF AMERICA, N.A.
	 	 
	 	 
	 	By: 	/s/
    Melissa Mullis
	 	Name: Melissa
    Mullis
	 	Title: Vice
    President



 





Signature Page to 

Second Amendment to First Lien Credit Agreement



 






    


     


    

 


	 	2021
    rEFINANCING Term Lenders:
	 	 
	 	BANK
    OF AMERICA, N.A.
	 	 
	 	 
	 	By: 	/s/
    Greg Roetting
	 	Name: Greg
    Roetting
	 	Title: Managing
    Director



 





Signature Page to 

Second Amendment to First Lien Credit Agreement



 






    


     


    

 


EXHIBIT A


 


2021 Refinancing Term Loan Commitment


 


	2021 Refinancing Term Lender	 	Pro Rata

    Share	 	 	2021 Refinancing
    Term Loan Commitment	 
	Bank of America, N.A.	 	 	100.00	%	 	$	600,000,000.00	 
	TOTAL	 	 	100.00	%	 	$	600,000,000.00	 



 






    


     


    

 


EXHIBIT B


 


Amended and Restated First Lien Credit Agreement


 


(Attached)


 






    


     


    

 


EXHIBIT B


 


 


AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT


 


Dated as of October 27, 2021


 


Among


 


OPTION CARE HEALTH, INC.,

as the Parent Borrower,


 


THE GUARANTORS PARTY HERETO FROM TIME TO TIME,


 


BANK OF AMERICA, N.A.,

as Administrative Agent,


 


THE LENDERS PARTY HERETO FROM TIME TO TIME,


 


BOFA SECURITIES, INC.,

as Lead Arranger and Lead Bookrunner,


 


BOFA SECURITIES, INC.,


as Syndication Agent and Documentation Agent


 


 






    


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Article I.
    DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 
	Section 1.01	Defined Terms	1
	Section 1.02	Other Interpretive Provisions	63
	Section 1.03	Accounting Terms	64
	Section 1.04	Rounding	65
	Section 1.05	References to Agreements, Laws, Etc.	65
	Section 1.06	Times of Day	65
	Section 1.07	Timing of Payment or Performance	65
	Section 1.08	Pro Forma Calculations	65
	Section 1.09	Currency Generally	68
	 	 	 
	Article II.
    THE COMMITMENTS AND CREDIT EXTENSIONS	68
	 	 
	Section 2.01	The Loans	68
	Section 2.02	Borrowings, Conversions and Continuations of Loans	69
	Section 2.03	[Reserved]	71
	Section 2.04	[Reserved]	71
	Section 2.05	Prepayments	71
	Section 2.06	Termination or Reduction of Commitments	80
	Section 2.07	Repayment of Loans	81
	Section 2.08	Interest	81
	Section 2.09	Fees	82
	Section 2.10	Computation of Interest and Fees	82
	Section 2.11	Evidence of Indebtedness	82
	Section 2.12	Payments Generally	83
	Section 2.13	Sharing of Payments	85
	Section 2.14	Incremental Credit Extensions	85
	Section 2.15	Refinancing Amendments	91
	Section 2.16	Extension of Term Loans; Extension of Revolving Credit
    Loans	97
	Section 2.17	Defaulting Lenders	100
	Section 2.18	Co-Borrowers	100
	 	 	 
	Article III.
    TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY	102
	 	 
	Section 3.01	Taxes	102
	Section 3.02	Illegality	104
	Section 3.03	Inability to Determine Rates	105
	Section 3.04	Increased Cost and Reduced Return; Capital Adequacy;
    Eurocurrency Rate Loan Reserves	107
	Section 3.05	Funding Losses	107
	Section 3.06	Matters Applicable to All Requests for Compensation	108
	Section 3.07	Replacement of Lenders under Certain Circumstances	109
	Section 3.08	Survival	111
	 	 	 
	Article IV.
    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	111
	 	 
	Section 4.01	Conditions to Initial Credit Extension	111
	Section 4.02	Conditions to All Credit Extensions	112



 






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Page


 


	Article V.
    REPRESENTATIONS AND WARRANTIES	113
	 	 	 
	Section 5.01	Existence, Qualification and Power;
    Compliance with Laws	113
	Section 5.02	Authorization; No Contravention	113
	Section 5.03	Governmental Authorization; Other Consents	114
	Section 5.04	Binding Effect	114
	Section 5.05	Financial Statements; No Material Adverse Effect	114
	Section 5.06	Litigation	114
	Section 5.07	Ownership of Property; Liens	114
	Section 5.08	Environmental Matters	115
	Section 5.09	Taxes	115
	Section 5.10	ERISA Compliance	115
	Section 5.11	Subsidiaries; Equity Interests	116
	Section 5.12	Margin Regulations; Investment Company Act	116
	Section 5.13	Disclosure	116
	Section 5.14	Labor Matters	116
	Section 5.15	Intellectual Property; Licenses, Etc.	117
	Section 5.16	Solvency	117
	Section 5.17	[Reserved]	117
	Section 5.18	USA Patriot Act, FCPA and OFAC	117
	Section 5.19	Collateral Documents	118
	Section 5.20	Affected Financial Institution and Covered Party	118
	 	 	 
	Article VI.
    AFFIRMATIVE COVENANTS	118
	 	 
	Section 6.01	Financial Statements	118
	Section 6.02	Certificates; Other Information	120
	Section 6.03	Notices	121
	Section 6.04	Payment of Taxes	121
	Section 6.05	Preservation of Existence, Etc.	122
	Section 6.06	Maintenance of Properties	122
	Section 6.07	Maintenance of Insurance	122
	Section 6.08	Compliance with Laws	122
	Section 6.09	Books and Records	122
	Section 6.10	Inspection Rights	122
	Section 6.11	Additional Collateral; Additional Guarantors	123
	Section 6.12	Compliance with Environmental Laws	124
	Section 6.13	Further Assurances	124
	Section 6.14	Designation of Subsidiaries	125
	Section 6.15	Maintenance of Ratings	125
	Section 6.16	Use of Proceeds	125
	Section 6.17	Post-Closing Matters	125
	Section 6.18	[Reserved]	125
	Section 6.19	Fiscal Year	125
	Section 6.20	Quarterly Lender Call	126
	 	 	 
	Article VII.
    NEGATIVE COVENANTS	126
	 	 
	Section 7.01	Liens	126
	Section 7.02	[Reserved]	132
	Section 7.03	Indebtedness, Disqualified Equity Interests and Preferred
    Stock	132
	Section 7.04	Fundamental Changes	138
	Section 7.05	Dispositions	139
	Section 7.06	Restricted Payments	142
	Section 7.07	Change in Nature of Business	149
	Section 7.08	Transactions with Affiliates	151
	Section 7.09	Burdensome Agreements	155



 






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Page


 


	Section 7.10	[Reserved]	153
	Section 7.11	[Reserved]	153
	Section 7.12	[Reserved]	153
	Section 7.13	Modifications of Terms of Junior Financing	153
	 	 	 
	Article VIII.
    EVENTS OF DEFAULT AND REMEDIES	153
	 	 
	Section 8.01	Events of Default	153
	Section 8.02	Remedies Upon Event of Default	156
	Section 8.03	Application of Funds	156
	 	 	 
	Article IX.
    ADMINISTRATIVE AGENT AND OTHER AGENTS	157
	 	 
	Section 9.01	Appointment and Authority	157
	Section 9.02	Rights as a Lender	157
	Section 9.03	Exculpatory Provisions	158
	Section 9.04	Reliance by Administrative Agent	159
	Section 9.05	Delegation of Duties	159
	Section 9.06	Resignation of Administrative Agent	160
	Section 9.07	Non-Reliance on Administrative Agent and Other Lenders	160
	Section 9.08	No Other Duties, Etc.	160
	Section 9.09	Administrative Agent May File Proofs of Claim;
    Credit Bidding	161
	Section 9.10	Collateral and Guaranty Matters	162
	Section 9.11	Secured Hedge Agreements	163
	Section 9.12	Withholding Tax Indemnity	163
	Section 9.13	Indemnification by the Lenders	164
	Section 9.14	Certain ERISA Matters	165
	Section 9.15	Erroneous Payments	165
	 	 	 
	Article X.
    MISCELLANEOUS	170
	 	 
	Section 10.01	Amendments, Etc.	170
	Section 10.02	Notices and Other Communications; Facsimile Copies	173
	Section 10.03	No Waiver; Cumulative Remedies	175
	Section 10.04	Attorney Costs and Expenses	176
	Section 10.05	Indemnification by the Borrowers	171
	Section 10.06	Payments Set Aside	172
	Section 10.07	Successors and Assigns	173
	Section 10.08	Confidentiality	173
	Section 10.09	Setoff	179
	Section 10.10	Interest Rate Limitation	179
	Section 10.11	Counterparts; Electronic Execution of Assignments and
    Certain Other Documents	179
	Section 10.12	Integration	180
	Section 10.13	Survival of Representations and Warranties	180
	Section 10.14	Severability	180
	Section 10.15	GOVERNING LAW	181
	Section 10.16	WAIVER OF RIGHT TO TRIAL BY JURY	181
	Section 10.17	Binding Effect	182
	Section 10.18	USA Patriot Act	182
	Section 10.19	No Advisory or Fiduciary Responsibility	182
	Section 10.20	Intercreditor Agreements	182
	Section 10.21	Acknowledgment and Consent to Bail-In of EEA Financial
    Institutions	183
	Section 10.22	Acknowledgement Regarding Any Supported QFCs	183



 






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	Article XI.
    GUARANTEE	184
	 	 
	Section 11.01	The Guarantee	184
	Section 11.02	Obligations Unconditional	185
	Section 11.03	Reinstatement	191
	Section 11.04	Subrogation; Subordination	191
	Section 11.05	Remedies	192
	Section 11.06	Instrument for the Payment of Money	192
	Section 11.07	Continuing Guarantee	192
	Section 11.08	General Limitation on Guarantee Obligations	192
	Section 11.09	Release of Guarantors	192
	Section 11.10	Right of Contribution	193
	Section 11.11	Keepwell	193
	Section 11.12	Independent Obligation	193



 


	SCHEDULES	 	 
	 	 	 
	I	Guarantors	 
	1.01A	Commitments	 
	1.01E	Existing Investments	 
	4.01	Collateral Documents	 
	5.06	Litigation	 
	5.07	Ownership of Property, Liens	 
	5.09	Taxes	 
	5.11	Subsidiaries and Other Equity Investments	 
	6.17	Post-Closing Matters	 
	6.18	Specified Beta Vendor Financing Statements	 
	7.01(b)	Existing Liens	 
	7.03(b)	Existing Indebtedness	 
	7.05	Dispositions	 
	7.08	Existing Agreements	 
	7.09	Existing Restrictions	 
	10.02	Administrative Agent’s Office, Certain Addresses
    for Notices	 
	 	 	 
	EXHIBITS	 	 
	 	 	 
	 	Form of	 
	 	 	 
	A	Committed Loan Notice	 
	B	Reserved	 
	C-1	Term Note	 
	D-1	Compliance Certificate	 
	D-2	Solvency Certificate	 
	E-1	Assignment and Assumption	 
	E-2	Affiliated Lender Notice	 
	E-3	Acceptance and Prepayment Notice	 
	E-4	Discount Range Prepayment Notice	 
	E-5	Discount Range Prepayment Offer	 
	E-6	Solicited Discounted Prepayment Notice	 
	E-7	Solicited Discounted Prepayment Offer	 
	E-8	Specified Discount Prepayment Notice	 
	E-9	Specified Discount Prepayment Response	 
	F	Security Agreement	 
	G	Intercompany Note	 
	H-1	Guarantor Joinder Agreement	 
	H-2	Borrower Joinder Agreement	 



 






    -iv-


     


    

 


	I	United States Tax Compliance Certificate	 
	J	First Lien Intercreditor Agreement	 
	K	Second Lien Intercreditor Agreement	 
	L	Affiliated Lender Assignment and Assumption	 
	M	ABL Intercreditor Agreement	 


 






    -v-


     


    

 


AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT


 


This
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT is entered into as of October 27, 2021, among Option Care Health, Inc.
(f/k/a BioScrip, Inc.), a Delaware corporation (the “Company” or the “Parent Borrower”), the
other Borrowers party hereto from time to time, the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative
Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).


 


PRELIMINARY STATEMENTS


 


Reference
is made to that certain First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time immediately prior to the date hereof, the “Original Credit Agreement”), by
and among, inter alios, the Parent Borrower, the other Borrowers party thereto from time to time, the Guarantors party
thereto from time to time, the lenders party thereto from time to time, and Bank of America, N.A., as administrative agent.


 


The Parent Borrower has requested
that the Original Credit Agreement be amended and restated as provided herein to, among other things, provide for Term B Loans on the
Closing Date in an initial aggregate principal amount of $600,000,000.


 


The Lenders party hereto
have agreed pursuant to Sections 2.15 of the Original Credit Agreement to refinance in full the loans outstanding under the Original
Credit Agreement with new Term B Loans under this Agreement and to amend and restate the Original Credit Agreement in accordance with
the terms hereof.


 


The
proceeds of the Term B Loans, together with (i) a portion of the cash on hand at the Parent Borrower and its Subsidiaries
and (ii) the proceeds of the Unsecured Notes in an initial aggregate principal amount of $500,000,000 under the Unsecured Notes
Indenture, will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the
Transaction Expenses and (c) to finance upfront fees and original issue discount with respect to the Facilities.


 


The Lenders have indicated
their willingness to lend on the terms and subject to the conditions set forth herein.


 


In consideration of the mutual
covenants and agreements herein contained, the parties hereto covenant and agree as follows:


 


Article I.

DEFINITIONS AND ACCOUNTING TERMS


 


Section 1.01        Defined
Terms.


 


As used in this Agreement,
the following terms shall have the meanings set forth below:


 


“ABL Agent”
means Bank of America, N.A., in its capacity as “Administrative Agent” under the ABL Credit Agreement as of the Closing Date
and shall include any successor agent under the ABL Financing Documents.


 


“ABL Credit Agreement”
means the “ABL Credit Agreement” as defined in the ABL Intercreditor Agreement.


 


“ABL Cure Amount”
means the “Cure Amount” (or comparable term) under and as defined in the ABL Credit Agreement.


 


“ABL Financial Covenant”
means the “Financial Covenant” as defined in the ABL Credit Agreement.


 






    


     


    

 


“ABL
Financing Documents” means the “ABL Financing Documents” as defined in the ABL Intercreditor Agreement.


 


“ABL
Intercreditor Agreement” means either (a) the ABL Intercreditor Agreement, dated as of August 6, 2019, among,
inter alios, the Administrative Agent, the ABL Agent and acknowledged and agreed by the Loan Parties, substantially in the form
of Exhibit M hereto or (b) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative
Agent and the Administrative Borrower, which agreement shall provide that the Liens on the ABL Priority Collateral securing the ABL Obligations
shall rank senior to the Liens on the ABL Priority Collateral securing the Obligations under this Agreement, and the Liens on the Term
Loan Priority Collateral securing the ABL Obligations shall rank junior to the Liens on the Term Loan Priority Collateral securing the
Obligations under this Agreement, in each case with such modifications to add additional Indebtedness secured by the ABL Priority Collateral
and Term Loan Priority Collateral and such other modifications thereto as provided for therein or as the Administrative Agent and the
Administrative Borrower may agree.


 


“ABL Obligations”
means the “ABL Obligations” as defined in the ABL Intercreditor Agreement.


 


“ABL Priority Collateral”
means the “ABL Priority Collateral” as defined in the ABL Intercreditor Agreement.


 


“ABL Revolving Credit
Commitments” means the “Revolving Credit Commitments” (or comparable term), as defined in the ABL Credit Agreement.


 


“ABL Revolving Loans”
means the “Loans” (or comparable term), as defined in the ABL Credit Agreement.


 


“ABL Secured Parties”
means the “ABL Claimholders” as defined in the ABL Intercreditor Agreement.


 


“Acceptable Discount”
has the meaning specified in Section 2.05(a)(v)(D)(2).


 


“Acceptable Prepayment
Amount” has the meaning specified in Section 2.05(a)(v)(D)(3).


 


“Acceptance and
Prepayment Notice” means a notice of the Administrative Borrower’s acceptance of the Acceptable Discount in substantially
the form of Exhibit E-3.


 


“Acceptance Date”
has the meaning specified in Section 2.05(a)(v)(D)(2).


 


“Acquired Indebtedness”
means, with respect to any specified Person,


 


(a)            Indebtedness
of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted
Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging,
amalgamating or consolidating with or into, or becoming a Restricted Subsidiary of, such specified Person, and


 


(b)            Indebtedness
secured by a Lien encumbering any asset acquired by such specified Person which Indebtedness exists at the time such asset is acquired.


 


“Additional
Lender” means any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned
and operated for the primary benefit of a natural Person)) that is not an existing Lender (including any Affiliated Lender) and has agreed
to provide Incremental Commitments pursuant to Section 2.14 or Refinancing Commitments pursuant to Section 2.15.


 


“Administrative
Agent” means Bank of America, N.A., in its capacity as administrative agent and collateral agent under any of the Loan Documents,
or any successor administrative agent and collateral agent.


 






    -2-


     


    

 



 


“Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or
such other address or account as the Administrative Agent may from time to time notify the Administrative Borrower and the Lenders.


 


“Administrative Borrower”
means (i) initially, the Parent Borrower, and (ii) upon notice to the Administrative Agent from the Borrowers, any other Borrower
as selected by the Borrowers from time to time to act as the Administrative Borrower.


 


“Administrative Questionnaire”
means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


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


 


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power,
by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.


 


“Agent Parties”
has the meaning specified in Section 10.02(b).


 


“Agent-Related Distress
Event” means, with respect to the Administrative Agent or any Person that directly or indirectly Controls the Administrative
Agent (each, a “Distressed Agent-Related Person”), a voluntary or involuntary case with respect to such Distressed
Agent-Related Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed
Agent-Related Person or any substantial part of such Distressed Agent-Related Person’s assets, such Distressed Agent-Related 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 Agent-Related Person or its assets to be, insolvent or bankrupt or such Distressed Agent-Related
Person becomes the subject of a Bail-In Action; 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 the Administrative Agent or any Person that directly or indirectly
Controls the Administrative Agent by a Governmental Authority or an instrumentality thereof so long as such ownership interest does not
result in or provide the Administrative Agent with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit the Administrative Agent (or such Governmental Authority or instrumentality)
to reject, repudiate, disavow or disaffirm any contracts or agreements made with the Administrative Agent.


 


“Agent-Related Persons”
means the Agents and their respective Affiliates and any officers, directors, employees, partners, agents, advisors and other representatives
of each of the foregoing.


 


“Agents”
means, collectively, the Administrative Agent, the Syndication Agent, the Documentation Agent, the Arranger and the Bookrunner.


 


“Aggregate Commitments”
means the Commitments of all the Lenders.


 


“Agreement”
means this Amended and Restated Credit Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to
time.


 


“AHYDO Payment”
means any mandatory prepayment or redemption pursuant to the terms of any Indebtedness that is intended or designed to cause such Indebtedness
not to be treated as an “applicable high yield discount obligation” within the meaning of Section 163(i) of the
Code.


 


“All-In
Yield” means, as to any Indebtedness, the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, a
Eurocurrency Rate floor or Base Rate floor (with such increased amount being determined in the manner described in the proviso of this
definition), or otherwise, in each case, incurred or payable by the Borrowers ratably to all lenders of such Indebtedness; provided
that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity on a straight line basis (or, if less,
the stated life to maturity at the time of incurrence of the applicable Indebtedness); provided, further, that (x) the
“All-In Yield” shall not include arrangement fees, structuring fees, commitment fees, underwriting fees, success fees, unused
line fees, advisory fees, ticking fees, consent or amendment fees and any similar fees (regardless of how such fees are computed and whether
shared or paid, in whole or in part, with or to any or all lenders) and any other fees not generally paid ratably to all lenders of such
Indebtedness in the initial syndication thereof, (y) with respect to any Loans of an applicable Class or any other applicable
Indebtedness that includes a Eurocurrency Rate floor or Base Rate floor, (1) to the extent that the Eurocurrency Rate or Base Rate
on the date that the All-In Yield is being calculated is less than such floor, the amount of such difference shall be deemed added to
the All-In Yield for such Loans of such Class or such other applicable Indebtedness for the purpose of calculating the All-In Yield
and (2) to the extent that the Eurocurrency Rate or Base Rate on the date that the All-In Yield is being calculated is greater than
such floor, then the floor shall be disregarded in calculating the All-In Yield and (z) the “All-In Yield” shall not
reflect account fluctuations in the underlying reference rate or fluctuations in currency valuations.


 






    -3-


    


    

 


“Annual
Financial Statements” means the audited consolidated statements of operations, shareholders’ equity and cash flows
of the Parent Borrower for the fiscal years ended December 31, 2019, and December 31, 2020, and the related audited consolidated
balance sheets as of the end of such fiscal years.


 


“Applicable Discount”
has the meaning specified in Section 2.05(a)(v)(C)(2).


 


“Applicable ECF Percentage”
means, for any fiscal year, (a) 50% if the First Lien Net Leverage Ratio is greater than 3.70 to 1.00 as of the last day of the Test
Period most recently ended prior to the ECF Payment Date, (b) 25% if the First Lien Net Leverage Ratio is less than or equal to 3.70
to 1.00 and greater than 3.20 to 1.00 as of the last day of the Test Period most recently ended prior to the ECF Payment Date and (c) 0%
if the First Lien Net Leverage Ratio is less than or equal to 3.20 to 1.00 as of the last day of the Test Period most recently ended prior
to the ECF Payment Date. The First Lien Net Leverage Ratios shall be calculated on a Pro Forma Basis, including to give pro forma effect
to any paydown or reduction of Loans (including paydowns made after year-end and prior to the ECF Payment Date).


 


“Applicable
Lien” means (x) any Lien on the Collateral created pursuant to any Loan Document, (y) any Lien on the Term
Loan Priority Collateral that ranks pari passu with any Lien created pursuant to any Loan Document on the Term Loan Priority Collateral
(without regard to control of remedies) and (z) any Lien on the Collateral created pursuant to any ABL Financing Document.


 


“Applicable Rate”
means a percentage per annum equal to with respect to Term B Loans, (i) for Eurocurrency Rate Loans, 2.75% and (ii) for Base
Rate Loans, 1.75%.


 


Any
increase or decrease in the Applicable Rate resulting from a change in the First Lien Net Leverage Ratio shall become effective as of
the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) and
any increase or decrease in the Applicable Rate resulting from a change in the applicable ratings of Moody’s and S&P shall become
effective as of the date on which it is first announced by the applicable rating agency and notice thereof is provided to the Administrative
Agent; provided that upon notice to the Administrative Borrower from the Administrative Agent (at the direction of the Required
Lenders) (or, in the case of clause (y) below, immediately upon the occurrence of an entry of an order for relief with respect
to the Parent Borrower under any Debtor Relief Laws), the Original Pricing Level shall apply (x) as of the first Business Day after
the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to
and including the date on which such Compliance Certificate is so delivered (and thereafter the pricing level otherwise determined in
accordance with this definition shall apply) and (y) as of the first Business Day after an Event of Default under Section 8.01(a) shall
have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived
(and thereafter the pricing level otherwise determined in accordance with this definition shall apply).


 


Notwithstanding the foregoing,
(v) the Applicable Rate in respect of any Class of Extended Revolving Credit Commitments or any Extended Term Loans or Revolving
Credit Loans made pursuant to any Extended Revolving Credit Commitments shall be the applicable percentages per annum set forth in the
relevant Extension Amendment, (w) the Applicable Rate in respect of any Class of Incremental Revolving Credit Commitments, any
Class of Incremental Term Loans or any Class of Incremental Revolving Loans shall be the applicable percentages per annum set
forth in the relevant Incremental Amendment, (x) the Applicable Rate in respect of any Class of Replacement Term Loans or any
Term Loans subject to a Permitted Repricing Amendment shall be the applicable percentages per annum set forth in the relevant Permitted
Repricing Amendment, (y) the Applicable Rate in respect of any Class of Refinancing Revolving Credit Commitments, any Class of
Refinancing Revolving Loans or any Class of Refinancing Term Loans shall be the applicable percentages per annum set forth in the
relevant Refinancing Amendment or other relevant agreement and (z) in the case of the Term B Loans, the Applicable Rate shall be
increased as, and to the extent, necessary to comply with the provisions hereof subject to any applicable MFN Adjustment.


 






    -4-


    


    

 


“Appropriate Lender”
means, at any time, with respect to Loans of any Class, the Lenders of such Class of Loans.


 


“Approved Bank”
has the meaning specified in clause (c) of the definition of “Cash Equivalents.”


 


“Approved Fund”
means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity
or an Affiliate of an entity that administers, advises or manages a Lender.


 


“Arranger”
means BofA Securities, Inc. in its capacity as the lead arranger under this Agreement.


 


“Asset
Sale Prepayment Percentage” means, in the case of Net Proceeds from any Disposition or Casualty Event subject to the mandatory
prepayment provisions set forth in Section 2.05(b)(ii), (a) 100%, if the First Lien Net Leverage Ratio is greater than
1.75 to 1.00 as of the last day of the Test Period most recently ended prior to the receipt of such Net Proceeds, (b) 50%, if the
First Lien Net Leverage Ratio is less than or equal to 1.75 to 1.00 and greater than 1.50 to 1.00 as of the last day of the Test Period
most recently ended prior to the receipt of such Net Proceeds and (c) 0%, if the First Lien Net Leverage Ratio is less than
or equal to 1.50 to 1.00 as of the last day of the Test Period most recently ended prior to the receipt of such Net Proceeds. The First
Lien Net Leverage Ratios shall be calculated on a Pro Forma Basis, including to give pro forma effect to any paydown or reduction of Loans.


 


“Assignees”
has the meaning specified in Section 10.07(b).


 


“Assignment and Assumption”
means an Assignment and Assumption substantially in the form of Exhibit E-1 hereto.


 


“Assignment Taxes”
has the meaning specified in Section 3.01(b).


 


“Attorney Costs”
means all reasonable and documented fees, expenses and disbursements of any law firm or other external legal counsel.


 


“Attributable Indebtedness”
means, on any date, in respect of any Capitalized Lease Obligation of any Person, the amount thereof that would appear as a liability
on a balance sheet of such Person prepared as of such date in accordance with GAAP (subject to Section 1.03).


 


“Auction Agent”
means (a) the Administrative Agent or (b) if the Administrative Agent elects not to act as the Auction Agent, any other financial
institution or advisor employed by the Borrowers (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection
with any Discounted Term Loan Prepayment pursuant to Section 2.05(a)(v); provided that the Borrowers shall not designate the
Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative
Agent shall be under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrowers
nor any of their Affiliates may act as the Auction Agent.


 


“Available
RP Capacity Amount” means, at any time, the aggregate amount of Restricted Payments permitted to be made under Section 7.06(a)(iii) at
such time, minus the aggregate amount of Indebtedness incurred under Section 7.03(aa) plus the aggregate principal
amount of Indebtedness prepaid prior to or substantially concurrently at such time, solely to the extent such Indebtedness was incurred
pursuant to Section 7.03(aa) (to the extent not financed with the proceeds of any long-term Indebtedness (other than revolving loans)
of the Parent Borrower and its Restricted Subsidiaries).


 






    -5-


    


    

 


“Available Incremental
Amount” has the meaning specified in Section 2.14(d)(iv).


 


“Available Tenor”
means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark
is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise,
any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.


 


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


 


“Bail-In Legislation”
means, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament
and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time
to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the
United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than
through liquidation, administration or other insolvency proceedings).


 


“Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) the
rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime rate”
and (c) the Eurocurrency Rate plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day). The “prime
rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and
desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced
at, above, or below such announced rate. Any change in such rate announced by the Administrative Agent shall take effect at the opening
of business on the day specified in the public announcement of such change.


 


“Base Rate Loan”
means a Loan that bears interest based on the Base Rate.


 


“Benchmark”
means, initially, LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to Section 3.03(c) then
“Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior
benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation
thereof.


 


“Benchmark Replacement”
means:


 


(1)            For
purposes of Section 3.03(c)(i), the first alternative set forth below that can be determined by the Administrative Agent:


 


		1.	the sum of: (i) Term SOFR and (ii) 0.11448% (11.448 basis points) for an Available Tenor of
one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, 0.42826% (42.826 basis
points) for an Available Tenor of six-months’ duration, and 0.71513% (71.513 basis points) for an Available Tenor of twelve-months’
duration, or



 


		2.	the sum of: (i) Daily Simple SOFR and (ii) 0.26161% (26.161 basis points);



 


provided
that, if initially LIBOR is replaced with the rate contained in clause (b) above (Daily Simple SOFR plus the applicable
spread adjustment) and subsequent to such replacement, the Administrative Agent (in consultation with the Administrative Borrower) determines
that Term SOFR has become available and is administratively feasible for the Administrative Agent, and the Administrative Agent notifies
the Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment
date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the date of such notice,
the Benchmark Replacement shall be as set forth in clause (a) above; and


 






    -6-


    


    

 


(2)            For
purposes of Section 3.03(c)(ii), the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive
or negative value or zero), in each case, that has been selected by the Administrative Agent and the Administrative Borrower as the replacement
Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made
by a Relevant Governmental Body at such time for determining a rate of interest as replacement for the then-current Benchmark, for U.S.
dollar-denominated syndicated credit facilities at such time;


 


provided
that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than 0.50%, it shall be deemed
to be 0.50% per annum.


 


Any
Benchmark Replacement shall be applied in a manner consistent with market practice; provided that to the extent such market
practice is not administratively feasible for the Administrative Agent, such Benchmark Replacement shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent in consultation with the Administrative Borrower.


 


“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational
changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition
of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests
or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions,
and other technical, administrative or operational matters) that the Administrative Agent (in consultation with the Administrative
Borrower) decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent (in consultation
with the Administrative Borrower) decides that adoption of any portion of such market practice is not administratively feasible or if
the Administrative Agent (in consultation with the Administrative Borrower) determines that no market practice for the administration
of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary
in connection with the administration of this Agreement and the other Loan Documents).


 


“Benchmark Transition
Event” means, with respect to any then-current Benchmark other than LIBOR, the occurrence of a public statement or publication
of information by or on behalf of the administrator of the then-current Benchmark or a Governmental Authority with jurisdiction over such
administrator announcing or stating that all Available Tenors are or will no longer be representative, or made available, or used for
determining the interest rate of loans, or shall or will otherwise cease, provided that, at the time of such statement or publication,
there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide any representative
tenors of such Benchmark after such specific date.


 


“Beneficial Ownership
Regulation” means 31 C.F.R. § 1010.230.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in Section 4975 of the Code that is subject to Section 4975 of the Code or (c) any Person whose assets include
(for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of
any such “employee benefit plan” or “plan”.


 


“BHC Act Affiliate”
has the meaning specified in Section 10.22(b).


 


“Board of Directors”
means, 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.


 


“Bookrunner”
means BofA Securities, Inc., in its capacity as the lead bookrunner.


 






    -7-


    


    

 


“Borrower”
and “Borrowers” shall mean the Parent Borrower and any wholly-owned Domestic Subsidiary of the Parent Borrower that
is treated as a corporation for U.S. federal tax purposes and that after the Closing Date becomes a Borrower by executing a Borrower Joinder
Agreement in accordance with the terms hereof (but excluding any Subsidiary of the Parent Borrower that ceases to be a party hereto in
accordance with the terms of Section 11.09); provided that any Subsidiary that is or has become a Borrower (a “Subsidiary
Borrower”) may have its status as a Borrower terminated by delivering a notice to the Administrative Agent from the Administrative
Borrower and such Subsidiary Borrower electing to terminate such Subsidiary’s status as a Borrower, provided further that
no such termination shall affect (and such notice shall expressly provide that): (x) any obligation of such Subsidiary as a Guarantor
or as a grantor or pledgor under any Loan Document or (y) any Lien granted by such Subsidiary which Liens shall continue in full
force and effect after giving effect to such termination.


 


“Borrower Joinder
Agreement” means a joinder agreement substantially in the form of the Borrower Joinder Agreement attached as Exhibit H-2
hereto or in such other form agreed by the Administrative Agent and the Administrative Borrower.


 


“Borrower Materials”
has the meaning specified in Section 6.02.


 


“Borrower
Offer of Specified Discount Prepayment” means the offer by any Borrower Party to make a voluntary prepayment of Term
Loans at a Specified Discount to par pursuant to Section 2.05(a)(v)(B).


 


“Borrower Parties”
means the collective reference to the Parent Borrower and its Restricted Subsidiaries, and “Borrower Party” means any one
of them.


 


“Borrower
Solicitation of Discount Range Prepayment Offers” means the solicitation by any Borrower Party of offers for, and the
corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C).


 


“Borrower
Solicitation of Discounted Prepayment Offers” means the solicitation by any Borrower Party 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 Section 2.05(a)(v)(D).


 


“Borrowing”
means a Revolving Credit Borrowing or a Term Borrowing, as the context may require.


 


“Broker-Dealer
Regulated Subsidiary” means any Subsidiary of the Parent Borrower that is registered as a broker-dealer under the Exchange
Act or any other applicable Laws requiring such registration.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, New York, New York or the jurisdiction where the Administrative Agent’s Office is located and, if such day relates
to any Eurocurrency Rate Loan, means any such day that is also a London Banking Day.


 


“Canadian Dollars”
means the lawful currency of Canada.


 


“Capital
Expenditures” means, 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 Capitalized Leases) by the Borrowers and the Restricted Subsidiaries during
such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of
cash flows of the Parent Borrower and its Restricted Subsidiaries.


 


“Capitalized Lease
Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized
Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto)
prepared in accordance with GAAP (subject to Section 1.03).


 






    -8-


    


    

 


“Capitalized Leases”
means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for
all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability
in accordance with GAAP.


 


“Capitalized
Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities)
by the Borrowers and the Restricted Subsidiaries during such period in respect of licensed or purchased software or internally
developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on
the consolidated balance sheet of the Parent Borrower and the Restricted Subsidiaries.


 


“Captive Insurance
Subsidiary” means any Subsidiary of a Borrower that is subject to regulation as an insurance company and provides insurance
to a Borrower and its Restricted Subsidiaries.


 


“Cash Collateral
Account” means a blocked account, established for the purposes of Section 2.05(c)(ii), at the Administrative Agent (or
another commercial bank selected by the Administrative Agent) in the name of the Administrative Agent and under the sole dominion and
control of the Administrative Agent, and otherwise established in a manner reasonably satisfactory to the Administrative Agent.


 


“Cash
Equivalents” means any of the following types of Investments, to the extent owned by any Borrower or any of its Restricted
Subsidiaries:


 


(a)            (1) Yen,
Dollars, pound sterling, Canadian Dollars or euros or any national currency of any Participating Member State of the EMU; and (2) in
the case of any Foreign Subsidiary or any jurisdiction in which any Borrower or any of its Restricted Subsidiaries conducts business,
such local currencies held by it from time to time in the ordinary course of business and not for speculation;


 


(b)            readily
marketable obligations issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality
thereof the securities of which are guaranteed as a full faith and credit obligation of such government with maturities of 24 months or
less from the date of acquisition;


 


(c)            time
deposits, eurodollar time deposits or demand deposits with, insured certificates of deposit, bankers’ acceptances or overnight bank
deposits of, or letters of credit issued by, any commercial bank that (i) is a Lender or (ii) (A) is organized under the
Laws of the United States, any state thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation
and Development or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state
thereof, the District of Columbia or any member nation of the Organization for Economic Cooperation and Development and is a member of
the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses
(i) or (ii) being an “Approved Bank”), in each case with maturities not exceeding 24 months from the date
of acquisition thereof;


 


(d)            commercial
paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note
issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured financing
transactions) rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody’s
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized
statistical rating agency selected by the Borrowers), in each case with average maturities of not more than 24 months from the date of
acquisition thereof;


 


(e)            marketable
short-term money market and similar funds having a rating of at least P-2 (or the equivalent thereof) or A-2 (or the equivalent thereof)
from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations,
an equivalent rating from another nationally recognized statistical rating agency selected by the Borrowers);


 






    -9-


    


    

 


(f)             repurchase
obligations for underlying securities of the types described in clauses (b), (c) and (e) above entered into with any Approved
Bank;


 


(g)            securities
with average maturities of 24 months or less from the date of acquisition issued or fully guaranteed (i) by any state, commonwealth
or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by
(ii) any foreign government, in each case, having an Investment Grade Rating from either S&P or Moody’s (or the equivalent
thereof) (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally
recognized statistical rating agency selected by the Borrowers);


 


(h)            Investments
with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof)
or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P
shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrowers);


 


(i)             securities
with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by any Approved Bank;


 


(j)             instruments
equivalent to those referred to in clauses (a) through (i) above denominated in euros or any other foreign currency comparable
in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction
outside the United States to the extent reasonably required in connection with any business conducted by the Parent Borrower or
any of its Restricted Subsidiaries;


 


(k)            Investments,
classified in accordance with GAAP as current assets of the Parent Borrower or any of its Restricted Subsidiaries, in money market
investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions
having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such
Investments are of the character, quality and maturity described in clauses (a) through (j) of this definition; and


 


(l)             investment
funds investing substantially all of their assets in securities of the types described in clauses (a) through (k) above.


 


Notwithstanding the foregoing,
Cash Equivalents shall include amounts denominated in currencies other than those specified in clause (a) above; provided
that, except for amounts used to pay non-Dollar-denominated obligations of the Borrowers or any of their Restricted Subsidiaries in the
ordinary course of business, such amounts are converted into any currency listed in clause (a) above as promptly as practicable and
in any event within ten (10) Business Days following the receipt of such amounts.


 


“Cash
Management Services” means any treasury, depositary, disbursement, lockbox, funds transfer, pooling, netting, overdraft,
stored value card, purchase card (including so-called “procurement cards” or “P-cards”), debit card, credit card,
e-payable, cash management and similar services, foreign exchange facilities, and any automated clearing house transfer of funds.


 


“Casualty
Event” means any event that gives rise to the receipt by any Borrower or any of its Restricted Subsidiaries of any insurance
proceeds or condemnation awards in respect of any equipment, fixed assets or Real Property (including any improvements thereon) to replace
or repair such equipment, fixed assets or Real Property.


 


“CFC” means
a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.


 


“CFC Holdco”
means any Domestic Subsidiary if it has no material assets other than the Equity Interests (including any Indebtedness treated as equity
for U.S. federal income tax purposes) and, if applicable, Indebtedness (and any cash or Cash Equivalents related thereto) of one
or more Foreign Subsidiaries that is a CFC.


 






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“Change in Law”
means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty (excluding the taking effect after the date of this Agreement of a law, rule, regulation or treaty adopted prior
to the date of this Agreement), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or
application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or
not having the force of law) by any Governmental Authority. It is understood and agreed that (i) the Dodd–Frank Wall Street
Reform and Consumer Protection Act (Pub.L. 111-203, H.R. 4173), all Laws relating thereto, all interpretations and applications thereof
and any compliance by a Lender with any request or directive relating thereto 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 regulatory authorities, in each case pursuant to Basel III (collectively, “Basel III”), shall,
in each case, for the purposes of this Agreement, be deemed to be adopted and taking effect subsequent to the Closing Date, provided
that a Lender shall be entitled to compensation with respect to any such adoption taking effect, making or issuance becoming effective
after the date of the this Agreement only if it is the applicable Lender’s general policy or practice to demand compensation in
similar circumstances under comparable provisions of other financing agreements.


 


“Change of Control”
shall be deemed to occur if:


 


(a)(i) any
Person (other than a Permitted Holder) or (ii) Persons (other than one or more Permitted Holders) constituting a “group”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date), but excluding any
underwriters in connection with a Qualified Primary Equity Offering or a secondary public offering of Equity Interests of the Parent Borrower,
any employee benefit plan of such Person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan, becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5
under the Exchange Act as in effect on the Closing Date), directly or indirectly, of Equity Interests representing more than thirty-five
percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company (it being
understood that to the extent any Permitted Holders are members of such group, any Equity Interests held by such Permitted Holders will
be disregarded in calculating such beneficial ownership) and the percentage of aggregate ordinary voting power so held is greater than
the percentage of the aggregate ordinary voting power represented by the Equity Interests of the Company beneficially owned, directly
or indirectly, in the aggregate by the Permitted Holders, unless, and so long as, the Permitted Holders have the right or the ability
by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors of the Company;


 


(b)            a
“change of control” (or similar event) shall occur in any document pertaining to (i) Indebtedness that constitutes First
Lien Obligations, ABL Obligations or Second Lien Obligations, (ii) any Incremental Equivalent Debt or (iii) any Refinancing
Equivalent Debt or any Refinancing Indebtedness in respect of any of the foregoing, in each case of clauses (i) through (iii) with
an aggregate outstanding principal amount in excess of the Threshold Amount.


 


Notwithstanding the preceding
or any provision of Section 13d-3 of the Exchange Act, (i) a Person or “group” shall not be deemed to beneficially
own Equity Interests subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar
agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Equity Interests
in connection with the transactions contemplated by such agreement and (ii) the right to acquire Equity Interests (so long as such
Person does not have the right to direct the voting of the Equity Interests subject to such right) or to exercise any veto power in connection
with the acquisition or disposition of Equity Interests will not in itself cause a party to be a beneficial owner.


 


“Class”
means (a) when used with respect to Lenders, refers to whether such Lender has a Loan or Commitment with respect to a particular
Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Extended Revolving
Credit Commitments of a given Extension Series, Incremental Revolving Credit Commitments (of the same tranche), Refinancing Revolving
Credit Commitments (of the same tranche), Term B Commitments, Incremental Term Commitments (of the same tranche), Refinancing Term
Commitments (of the same tranche) or Commitments in respect of Replacement Term Loans and (c) when used with respect to Loans or
a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Extended Revolving Credit Loans of a given Extension
Series, Incremental Revolving Loans (of the same tranche), Refinancing Revolving Loans (of the same tranche), Term B Loans, Extended
Term Loans of a given Extension Series, Incremental Term Loans (of the same tranche), Refinancing Term Loans (of the same tranche)
or Replacement Term Loans. Extended Revolving Credit Loans of a given Extension Series, each tranche of Incremental Revolving Loans, each
tranche of Refinancing Revolving Loans, Term B Loans, Extended Term Loans of a given Extension Series, each tranche of Incremental Term
Loans, each tranche of Refinancing Term Loans or Replacement Term Loans (together with the respective Commitments in respect thereof)
shall, at the election of the Parent Borrower, be construed to be in different Classes; provided that any Incremental Term Loans
effected as a Term Loan Increase to any existing Class of Term Loans and such existing Class of Term Loans shall in all events
be part of the same Class.


 






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“Closing
Date” means October 27, 2021.


 


“Closing
Date Refinancing” means the refinancing in full of the Term Loans (as defined in the Original Credit Agreement) outstanding
under the Original Credit Agreement as of the Closing Date, together with accrued and unpaid interest thereon and fees related thereto
from the proceeds of the Term Loans, the Unsecured Notes and cash on hand of the Company and its Restricted Subsidiaries.


 


“Closing Fee”
has the meaning specified in Section 2.09(c).


 


“Code”
means the U.S. Internal Revenue Code of 1986, and the United States Treasury Department regulations promulgated thereunder, as amended
from time to time.


 


“Collateral”
means the “Collateral” as defined in the Security Agreement and all the “Collateral” or “Pledged Collateral”
(or equivalent term) as defined in any other Collateral Document and any other assets pledged pursuant to any Collateral Document, but
in any event excluding Excluded Assets.


 


“Collateral
and Guarantee Requirement” means, at any time, subject to (x) the applicable limitations set forth in this Agreement
and/or any other Loan Documents, (y) the time periods (and extensions thereof) set forth in Section 6.11 and Section 6.17
and (z) the terms of any applicable Intercreditor Agreement contemplated hereby, the requirement that:


 


(a)            the
Administrative Agent shall have received each Collateral Document required to be delivered (i) on the Original Closing Date and (ii) at
such time as may be designated therein, pursuant to the Collateral Documents or Sections 2.18, 6.11 or 6.13, subject, in each case,
to the limitations and exceptions of this Agreement and the Collateral Documents, duly executed by each Loan Party party thereto;


 


(b)            all
Secured Obligations (i) of the Borrowers shall have been unconditionally guaranteed by each Restricted Subsidiary of the Parent
Borrower (other than a Borrower) that is then required to be a Guarantor and (ii) of any Borrower shall have been unconditionally
guaranteed by each other Borrower;


 


(c)            the
Secured Obligations and the Guaranty shall have been secured by a first-priority security interest (subject to Liens permitted by Section 7.01)
in (i) all of the Equity Interests of each wholly-owned Material Domestic Subsidiary (other than a Domestic Subsidiary described
in the following clause (ii)) directly owned by any Borrower or any Guarantor, (ii) 65% of the issued and outstanding
voting Equity Interests and 100% of the non-voting Equity Interests of each Restricted Subsidiary that is a wholly-owned Material Domestic
Subsidiary that is directly owned by any Borrower or by any Guarantor that is a CFC Holdco and (iii) 65% of the issued and outstanding
voting Equity Interests and 100% of the non-voting Equity Interests of each CFC that is a Restricted Subsidiary that is a wholly-owned
Material Foreign Subsidiary that is directly owned by any Borrower or by any Guarantor, in each case other than constituting Excluded
Assets pursuant to clause (vi)(D) of the definition thereof;


 


(d)            except
to the extent otherwise provided hereunder, including subject to Liens permitted by Section 7.01, or under any Collateral Document,
the Secured Obligations and the Guaranty shall have been secured by a perfected first-priority security interest (to the extent such security
interest may be perfected by delivering certificated securities, filing financing statements under the Uniform Commercial Code or making
any necessary filings with the United States Patent and Trademark Office or United States Copyright Office, or, to the extent required
in the Security Agreement (or any other Collateral Document) or this Agreement) in the Collateral of any Borrower and each Guarantor (including
accounts receivable (other than any Securitization Assets subject to a Qualified Securitization Financing), intercompany obligations,
inventory, equipment, investment property, contract rights, applications and registrations of material intellectual property filed in
the United States, other general intangibles and proceeds of the foregoing), in each case, (i) with the priority required by the
Loan Documents and (ii) subject to exceptions and limitations otherwise set forth in this Agreement (for the avoidance of doubt,
including the limitations and exceptions set forth in Section 4.01) and the Collateral Documents;


 






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provided,
however, that (i) the foregoing definition shall not require, and the Loan Documents shall not contain any requirements as
to, the creation or perfection of pledges of, security interests in, mortgages on, or the obtaining of title insurance, surveys, abstracts
or appraisals or taking other actions with respect to any Excluded Assets (or take any other actions which are expressly not required
pursuant to the definition thereof), (ii) no Loan Party shall be required to prepare or procure any environmental surveys or reports
with respect to the real property of any Loan Party or Restricted Subsidiary and (iii) the Liens required to be granted from time
to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in this Agreement
and the Collateral Documents.


 


The Administrative Agent may
grant extensions of time for the perfection of security interests in particular assets and the delivery of assets (including extensions
beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) or any other compliance
with the requirements of this definition where it reasonably determines, in consultation with the Administrative Borrower, that perfection
or compliance cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this
Agreement, the Collateral Documents or the other Loan Documents.


 


No
actions in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security
interests in assets located or titled outside of the U.S. or to perfect such security interests, including any intellectual property registered
in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under the Laws
of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction, including with respect to foreign intellectual
property). No actions shall be required with respect to Collateral requiring perfection through control agreements or perfection by “control”
(as defined in the UCC) (including deposit accounts or other bank accounts or securities accounts), other than in respect of (x) promissory
notes and other evidences of Indebtedness owed to a Loan Party and required to be pledged pursuant to the Collateral Documents and (y) certificated
Equity Interests of the Borrowers (other than the Parent Borrower) and wholly-owned Restricted Subsidiaries that are Material Subsidiaries
or Guarantors directly owned by any Borrower or by any Guarantor otherwise required to be pledged pursuant to the provisions of clause
(c) of this definition of “Collateral and Guarantee Requirement” and not otherwise constituting an Excluded Asset. No
Loan Party shall be required to comply with the Federal Assignment of Claims Act of 1940, as amended from time to time (31 U.S.C. §
3727 et seq.), or any similar statute. The foregoing definition shall not require nor shall it permit the Administrative Agent to enter
into any source code escrow arrangement or register or apply to register any intellectual property.


 


Notwithstanding any of the
foregoing, the Borrowers may cause any Subsidiary that is a Restricted Subsidiary and is not otherwise required to be a Guarantor to Guarantee
the Obligations in accordance with the last sentence of the definition of “Guarantor” in which case such entity shall be treated
as a Guarantor hereunder for all purposes.


 


“Collateral Documents”
means, collectively, the Security Agreement, the Intellectual Property Security Agreements, collateral assignments, Security Agreement
Supplements, security agreements, pledge agreements, intellectual property security agreements or other similar agreements delivered to
the Administrative Agent pursuant to Section 2.18, Section 4.01(a)(v), Section 6.11 or Section 6.13 and each of the
other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit
of the Secured Parties.


 


“Commitment”
means a Revolving Credit Commitment or Term Commitment, as the context may require.


 






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“Committed Loan Notice”
means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Eurocurrency
Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A hereto
or such other form as may be approved by the Administrative Agent and agreed by the Administrative Borrower (including any form on an
electronic platform or electronic transmission system as shall be approved by the Administrative Agent and agreed by the Administrative
Borrower), appropriately completed and signed by a Responsible Officer of the Administrative Borrower.


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.


 


“Compensation Period”
has the meaning specified in Section 2.12(b)(ii).


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit D-1 hereto.


 


“Consolidated Cash
Interest Expense” means, for any period, the sum, without duplication, of


 


(i)             the
cash interest expense (including that attributable to Capitalized Leases), net of cash interest income, of the Parent Borrower and the
Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the
Borrowers and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers’ acceptance financing and net cash costs (net of payments received) under interest rate Swap Contracts with
respect to Indebtedness,


 


(ii)            any
cash payments made during such period in respect of the accretion or accrual of discounted liabilities referred to in clause (b) below
relating to Funded Debt that were amortized or accrued in a previous period, and


 


(iii)            any
Restricted Payment made pursuant to Section 7.06(b)(xx)(A) the proceeds of which are used to make payments in respect of Indebtedness
which payments would constitute Consolidated Cash Interest Expense if such Indebtedness was Indebtedness of the Parent Borrower;


 


provided
that there shall be excluded from Consolidated Cash Interest Expense for any period:


 


(a)            deferred
financing costs, debt issuance costs, commissions, fees (including amendment and contract fees) and expenses and, in each case, the amortization
thereof, and any other amounts of non-cash interest,


 


(b)            the
accretion or accrual of discounted liabilities and any prepayment premium or penalty during such period,


 


(c)            non-cash
interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative
instruments pursuant to FASB Accounting Standards Codification Topic 815,


 


(d)            any
cash costs associated with breakage in respect of hedging agreements for interest rates,


 


(e)            all
cash interest expense consisting of (x) liquidated damages for failure to timely comply with registration rights obligations and
(y) one-time financing fees, all as calculated on a consolidated basis in accordance with GAAP,


 


(f)             Transaction
Expenses,


 


(g)            annual
agency fees paid to administrative agents and collateral agents under any credit facilities or other debt instruments or documents,


 






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(h)            costs
associated with obtaining Swap Contracts,


 


(i)             any
expense resulting from the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable,
purchase accounting in connection with the Transactions or any acquisition, and


 


(j)             commissions,
discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Financing.


 


Notwithstanding anything to
the contrary contained herein, for purposes of determining Consolidated Cash Interest Expense the effects of purchase accounting or recapitalization
accounting shall be excluded.


 


“Consolidated
Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and
amortization expense of such Person and its Restricted Subsidiaries, including the amortization or write-off of (a) intangible assets
and non-cash organization costs, (b) deferred financing fees, debt issuance costs, commissions, fees and expenses, bridge, commitment
and other financing fees, discounts, yield and other fees and charges, (c) unrecognized prior service costs and actuarial gains and
losses related to pensions and other post-employment benefits, (d) Capitalized Software Expenditures, capitalized customer acquisition
costs and incentive payments and capitalized conversion costs and contract acquisition costs and (e) favorable or unfavorable lease
assets or liabilities of such Person and its Restricted Subsidiaries, for such period on a consolidated basis and otherwise determined
in accordance with GAAP.


 


“Consolidated EBITDA”
means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such
period:


 


(a)            increased
(without duplication) by the following, in each case (other than in the case of clauses (a)(vii), (ix) and (xi) below) to the
extent deducted (and not added back) in determining Consolidated Net Income, for such period with respect to such Person and its Restricted
Subsidiaries:


 


(i)             total
interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated
Net Income, (A) amortization of OID resulting from the issuance of Indebtedness at less than par, (B) all commissions, discounts
and other fees and charges owed with respect to letters of credit or bankers acceptances, (C) non-cash interest payments, (D) the
interest component of Capitalized Leases, (E) net payments, if any, pursuant to interest Swap Contracts with respect to Indebtedness,
(F) amortization of deferred financing fees, debt issuance costs, commissions and fees and (G) the interest component of any
pension or other post-employment benefit expense) and, to the extent not reflected in such total interest expense, any losses on hedging
obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains
on such hedging obligations or other derivative instruments, and costs of surety bonds in connection with financing activities (whether
amortized or immediately expensed), plus


 


(ii)            provision
for taxes based on income or profits or capital gain, including, federal, state, local, franchise, property and similar taxes and foreign
withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties
and interest related to such taxes or arising from tax examinations), plus


 


(iii)           Consolidated
Depreciation and Amortization Expense for such period, plus


 


(iv)          the
amount of any non-controlling interest or minority interest expense consisting of Subsidiary income attributable to minority equity interests
of third parties in any non-wholly-owned Subsidiaries, plus


 


(v)           [reserved],
plus


 






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(vi)          any
costs or expenses incurred pursuant to any management equity plan, stock option plan or any other management, director or employee benefit
plan, agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds
contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified
Equity Interests) solely to the extent that such cash proceeds are excluded from the calculation set forth in Section 7.06(a) and
shall not be, and have not been, designated an Excluded Contribution, plus


 


(vii)         the
amount of “run rate” cost savings, synergies and operating expense reductions or other operating improvements (including,
in each case, as a result of any Specified Transaction) projected by the Administrative Borrower in good faith to result from actions
taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken no later
than twenty-four (24) months after the end of such period (calculated on a pro forma basis as though such cost savings, operating expense
reductions or other operating improvements and synergies had been realized on the first day of such period for which Consolidated EBITDA
is being determined and if such cost savings, operating expense reductions or other operating improvements and synergies were realized
during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided
that such cost savings, operating expense reductions or other operating improvements and synergies are reasonably identifiable and factually
supportable in the good faith judgment of the Administrative Borrower (it is understood and agreed that “run-rate” means the
full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial
steps have been taken or are expected to be taken); provided the amounts under this clause (vii) in any Test Period, together
with any increase pursuant to Section 1.08(c)(E) shall in the aggregate not exceed 35.0% of Consolidated EBITDA for such Test
Period (calculated after giving effect to adjustments under this clause (vii) and all other applicable adjustments pursuant to this
definition of “Consolidated EBITDA”); plus


 


(viii)        [reserved];
plus


 


(ix)           cash
receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net
Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant
to paragraph (b) below for any previous period and not added back, plus


 


(x)            the
amount of loss on sales of Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization
Financing, plus


 


(xi)           such
other adjustments and addbacks (i) evidenced or contained in a due diligence quality of earnings report made available to the Administrative
Agent prepared by (x) a “big four” nationally recognized accounting firm or (y) any other accounting firm reasonably
acceptable to the Administrative Agent or (ii) consistent with Regulation S-X,


 


(b)            decreased
(without duplication) by, to the extent included in determining Consolidated Net Income for such period, any non-cash gains with
respect to cash actually received in a prior period unless such cash did not increase, or was otherwise not included in, Consolidated
EBITDA in any prior period.


 


Notwithstanding anything to
the contrary contained herein, for purposes of determining Consolidated EBITDA of the Parent Borrower under this Agreement for any period
that includes any of the fiscal quarters ended June 30, 2018, September 30, 2018, December 31, 2018 and March 31,
2019, Consolidated EBITDA of the Parent Borrower for such fiscal quarters shall be deemed to be $51,635,000, $54,427,000, $63,392,000
and $44,756,000, respectively, in each case, for such periods as may be subject to addbacks and adjustments (without duplication) pursuant
to Section 1.08 for the applicable Test Period.


 


For the avoidance of doubt,
(i) Consolidated EBITDA shall be calculated, including pro forma adjustments, in accordance with Section 1.08 and (ii) reference
to Consolidated EBITDA of the Parent Borrower means such Consolidated EBITDA calculated on a consolidated basis with respect to the Parent
Borrower and the Restricted Subsidiaries.


 






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“Consolidated
First Lien Net Debt” means, as of any date of determination, any Indebtedness described in clause (a) of the definition
of “Consolidated Total Net Debt” outstanding on such date plus, without duplication, the aggregate undrawn amount
of Designated Revolving Commitments in effect on such date, in each case, that is secured by any Applicable Lien minus the aggregate
amount of cash and Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated balance sheet of the Parent
Borrower and the Restricted Subsidiaries as of such date; provided that Consolidated First Lien Net Debt shall not include Indebtedness
(i) in respect of letters of credit, except to the extent of obligations in respect of amounts drawn under standby letters of credit
that are unreimbursed for at least two (2) Business Days after such amount is drawn, (ii) owed by Unrestricted Subsidiaries,
(iii) obligations in respect of Cash Management Services and (iv) in respect of any Qualified Securitization Financing; it being
understood, for the avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated First Lien Net Debt. For
the avoidance of doubt, Indebtedness under the ABL Credit Agreement shall be included in Consolidated First Lien Net Debt.


 


“Consolidated Net
Income” means, with respect to any Person for any period, the Net Income of such Person and its Restricted Subsidiaries for
such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without
duplication:


 


(a)            any
net after-tax effect of extraordinary, non-recurring, exceptional or unusual gains or losses, charges or expenses (including all fees
and expenses related thereto), losses, charges or expenses relating to any strategic initiatives (including any multi-year strategic initiatives),
Transaction Expenses, restructuring costs and reserves, relocation costs, severance costs and expenses, one-time compensation charges,
closing and consolidation costs for facilities, signing, upfront, retention or completion bonuses, executive recruiting and retention
costs (including payments made to employees pursuant to non-compete agreements), transition costs, costs incurred in connection with non-ordinary
course intellectual property development, integration costs (whether in connection with Permitted Acquisitions, other acquisitions or
otherwise), business optimization expenses (including costs and expenses relating to business optimization programs, and new systems design,
retention charges, system establishment costs (including information technology systems), technology upgrades and implementation costs
and project start-up costs), operating expenses attributable to the implementation of cost-savings initiatives, consulting fees and curtailments
and modifications to pension and post-retirement employee benefit plans, in all cases above for such period, shall be excluded;


 


(b)            the
cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies
during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with
GAAP, shall be excluded;


 


(c)            any
net after-tax effect of any fees (including finder’s fees, broker’s fees or any other fees), expenses or charges incurred
during such period (including, without limitation, any premiums, make-whole or penalty payments), or any amortization thereof for such
period, in connection with any Investment, Permitted Acquisition or any other acquisition (other than any such other acquisition in the
ordinary course of business) permitted under this Agreement, Disposition (other than in the ordinary course of business), or other transfer
(other than any such transfer in the ordinary course of business), incurrence or repayment of indebtedness (including such fees, expenses
or charges related to the offering and issuance of the Term B Loans, ABL Revolving Credit Commitments, the Unsecured Notes and the syndication
and incurrence of any securities or credit facilities), issuance of Equity Interests, recapitalization, refinancing transaction or amendment
or modification of any debt instrument (including any amendment or other modification of any securities, the ABL Credit Agreement, the
Unsecured Notes, any other credit facilities or any other debt instrument) and including, in each case, any such transaction whether consummated
on, after or prior to the Closing Date and any such transaction undertaken but not completed, and any charges or non-recurring merger
costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including,
for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with FASB Accounting Standards Codification
Topic 805, Business Combinations), shall be excluded;


 






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(d)            accruals
and reserves that are established or adjusted within 12 months after the Closing Date that are so required to be established or adjusted
as a result of the Transactions (or within 12 months after the closing of any Permitted Acquisition or any other acquisition (other than
any such other acquisition in the ordinary course of business) that are so required to be established or adjusted as a result of such
Permitted Acquisition or such other acquisition) in accordance with GAAP shall be excluded;


 


(e)            any
net after-tax effect of gains or losses on disposal, abandonment (including asset retirement costs) or discontinuance of disposed, abandoned
or discontinued operations, as applicable, in each case other than in the ordinary course of business, as determined in good faith by
the Administrative Borrower, shall be excluded;


 


(f)             any
net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments
or the sale or other disposition of any Equity Interests of any Person, in each case other than in the ordinary course of business, as
determined in good faith by the Administrative Borrower, shall be excluded;


 


(g)            the
Net Income for such period of any Person that is an Unrestricted Subsidiary shall be excluded, and the Net Income for such period of any
Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be excluded; provided that Consolidated
Net Income of a Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash
or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to such Person or a Restricted Subsidiary
thereof in respect of such period by any Subsidiary of such Person that is not a Subsidiary or that is accounted for by the equity method
of accounting;


 


(h)            solely
for the purpose of determining the amount available for Restricted Payments under Section 7.06(a)(iii)(A) and the calculation
of Excess Cash Flow, the Net Income for such period of any Restricted Subsidiary (other than any Borrower (other than the Parent Borrower)
or any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted
Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been
obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions that have
been waived or otherwise released); provided that Consolidated Net Income of a Person will be increased by the amount of dividends
or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents),
or, without duplication, the amount that could have been paid in cash without violating any such restriction or requiring any such approval,
to such Person in respect of such period, to the extent not already included therein;


 


(i)             effects
of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s
consolidated financial statements pursuant to GAAP attributable to the application of recapitalization accounting or purchase accounting,
as the case may be, in relation to the Transactions or any consummated Permitted Acquisition or other acquisition (other than any such
other acquisition in the ordinary course of business) or Investments permitted under this Agreement consummated prior to or after the
Closing Date or the amortization or write-off or write-down of any amounts thereof pursuant to GAAP, net of taxes, shall be excluded;


 


(j)             any
net after-tax effect of income (loss) from the early extinguishment or conversion of (i) Indebtedness, (ii) Swap Contracts
or (iii) other derivative instruments shall be excluded;


 


(k)            any
impairment charge or asset write-off or write-down (other than write-offs, write-downs or impairments with respect to accounts receivable
in the normal course or inventory), including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived
assets, investments in debt and equity securities or as a result of a change in law or regulation or in connection with any disposition
of assets, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded,


 






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(l)             other
non-cash expenses, charges and losses during such period shall be excluded, in each case other than (A) any non-cash expense, charge
or loss charge either (i) expressly excluded from Consolidated Net Income pursuant to another clause of this definition or (ii) expressly
added back to Consolidated EBITDA pursuant to the definition thereof or (B) any non-cash charge representing amortization of a prepaid
cash item that was paid and not expensed in a prior period; provided that if any non-cash charges or expenses referred to in this
clause (l) represents an accrual or reserve for potential cash item in any future period, (i) such Person may elect not to exclude
such non-cash charge or expense in the current period or (ii) to the extent such Person elects to exclude such non-cash charge, the
cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income in such future period to such extent
paid;


 


(m)           other
non-cash gains during such period shall be excluded other than (x) to the extent expressly excluded from Consolidated Net Income
pursuant to another clause of this definition, (y) to the extent expressly deducted from Consolidated EBITDA pursuant to the definition
thereof, or (z) any non-cash gains that represent the reversal of an accrual or reserve for any anticipated cash charges in any prior
period (other than any such accrual or reserve that has been, or, had this Agreement been in effect at such time, would be, excluded in
calculating Consolidated Net Income in accordance with this definition); provided that in the case of any non-cash gain, the cash
receipt in such future period in respect of any non-cash gain which was excluded from the calculation of Consolidated Net Income pursuant
to this clause (m) shall be added to Consolidated Net Income in such future period to such extent received;


 


(n)            any
equity-based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation
rights, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges associated
with the rollover, acceleration, or payout of, Equity Interests by management of such Person or of a Restricted Subsidiary or any of its
direct or indirect parent companies in connection with the Transactions, shall be excluded;


 


(o)            any
expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made
a determination that there exists reasonable evidence that such amount will in fact be paid for or reimbursed by the insurer or indemnifying
party and only to the extent that such amount is in fact paid for or reimbursed within 365 days of the date of such determination (with
a deduction to be applied to Consolidated Net Income in the applicable future period for any amount so added back in any prior period
to the extent not so paid for or reimbursed within the applicable 365-day period), shall be excluded;


 


(p)            any
net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including
amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at
the date of initial application of Statement of Financial Accounting Standards Nos. 87, 106 and 112, and any other items of a similar
nature, shall be excluded;


 


(q)            any
non-cash compensation expense resulting from the application of FASB Accounting Standards Codification Topic 718, Compensation—Stock
Compensation or FASB Accounting Standards Codification Subtopic 505-50, Equity-Based Payments to Non-Employees, shall be excluded;
and


 


(r)             the
following items shall be excluded:


 


(i)             any
net unrealized gain or loss (after any offset) resulting in such period from Swap Contracts and the application of Accounting Standards
Codification Topic 815, Derivatives and Hedging;


 


(ii)            any
net unrealized gain or loss (after any offset) resulting in such period from currency transaction or translation gains or losses including
those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from (A) Swap Contracts for currency
exchange risk and (B) resulting from intercompany indebtedness among such Person and its Restricted Subsidiaries) and any other foreign
currency transaction or translation gains and losses, to the extent such gain or losses are non-cash items;


 






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(iii)           any
non-cash adjustments resulting from the application of Accounting Standards Codification Topic 460, Guarantees, or any comparable
regulation; and


 


(iv)          earn-out
obligations and other contingent consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise
(and including deferred performance incentives in connection with Permitted Acquisitions whether or not a service component is required
from the transferor or its related party)) and adjustments thereof and purchase price adjustments.


 


In addition, to the extent
not already included in the Consolidated Net Income of such Person in any period and so long as the expenses, charges and losses with
respect to which such amounts relate have not been excluded from Consolidated Net Income of such Person in any period, notwithstanding
anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption
insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection
with any acquisition, Permitted Acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted
under this Agreement.


 


Notwithstanding the foregoing,
for the purpose of Section 7.06 only (other than Section 7.06(a)(iii)(D)), there shall be excluded from Consolidated Net Income
any income arising from any sale or other disposition of, or other Returns on Investments from, Restricted Investments made by such Person
and its Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from such Person and its Restricted Subsidiaries,
any repayments of loans and advances, and releases of guarantees, which constitute Restricted Investments by such Person or any of its
Restricted Subsidiaries, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary,
in each case only to the extent such amounts increase the amount of Restricted Payments permitted under Section 7.06(a)(iii)(D) thereof.
For the avoidance of doubt, Consolidated Net Income shall be calculated, including pro forma adjustments, in accordance with Section 1.08
other than for purposes of the definition of Excess Cash Flow.


 


“Consolidated
Senior Secured Net Debt” means, as of any date of determination, any Indebtedness described in clause (a) of the definition
of “Consolidated Total Net Debt” outstanding on such date plus, without duplication, the aggregate undrawn amount of
Designated Revolving Commitments in effect on such date, in each case, that is secured by a Lien on any asset or property of the Parent
Borrower or any of the Restricted Subsidiaries (other than property or assets held in a defeasance or similar trust or arrangement for
the benefit of the Indebtedness secured thereby so long as such property or assets are not deducted below) and all secured Incremental
Equivalent Debt and any secured Refinancing Indebtedness in respect thereof incurred in reliance on Section 7.03(w), but excluding
any such Indebtedness that is expressly junior in right of payment to the Obligations, the ABL Obligations and the Second Lien Obligations,
if any minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated
balance sheet of the Parent Borrower and the Restricted Subsidiaries as of such date; provided that Consolidated Senior Secured
Net Debt shall not include Indebtedness (i) in respect of letters of credit, except to the extent of obligations in respect of amounts
drawn under standby letters of credit that are unreimbursed for at least two (2) Business Days after such amount is drawn, (ii) owed
by Unrestricted Subsidiaries, (iii) obligations in respect of Cash Management Services and (iv) in respect of any Qualified
Securitization Financing; it being understood, for the avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated
Senior Secured Net Debt.


 


“Consolidated
Total Net Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Parent
Borrower and the Restricted Subsidiaries outstanding on such date, in an amount that would be reflected on a balance sheet (but
excluding the notes thereto) prepared as of such date on a consolidated basis in accordance with GAAP (but excluding the effects of any
discounting of Indebtedness resulting from the application of purchase accounting or recapitalization accounting in connection with the
Transactions or any Permitted Acquisition or any other acquisition permitted under this Agreement) consisting only of Indebtedness for
borrowed money and obligations in respect of Capitalized Leases or other purchase money Indebtedness, plus, without duplication,
the aggregate undrawn amount of Designated Revolving Commitments in effect on such date, minus (b) the aggregate amount of
cash and Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated balance sheet of the Parent Borrower
and the Restricted Subsidiaries as of such date; provided that Consolidated Total Net Debt shall not include Indebtedness (i) in
respect of letters of credit, except to the extent of obligations in respect of amounts drawn under standby letters that are unreimbursed
for at least two (2) Business Days after such amount is drawn, (ii) owed by Unrestricted Subsidiaries, (iii) obligations
in respect of Cash Management Services and (iv) in respect of any Qualified Securitization Financing; it being understood, for the
avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated Total Net Debt.


 






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“Consolidated
Working Capital” means, with respect to the Parent Borrower and the Restricted Subsidiaries on a consolidated basis at
any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided
that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current Assets or Current
Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current
and noncurrent and (b) the effects of purchase accounting or recapitalization accounting.


 


“Contingent Obligations”
means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute
Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including any obligation of such Person, whether or not contingent,


 


(a)            to
purchase any such primary obligation or any property constituting direct or indirect security therefor;


 


(b)            to
advance or supply funds


 


(i)             for
the purchase or payment of any such primary obligation, or


 


(ii)            to
maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor;
or


 


(c)            to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 


“Contract Consideration”
has the meaning specified in the definition of “Excess Cash Flow.”


 


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


 


“Control”,
“Controlled” and “Controlling” have the meaning specified in the definition of “Affiliate.”


 


“Controlled Investment
Affiliate” means, as 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 and is organized by such Person (or any Person Controlling such Person) primarily for making direct
or indirect equity or debt investments in a Borrower and/or other companies.


 


“Covered Entity”
has the meaning specified in Section 10.22(b).


 


“Covered Party”
has the meaning specified in Section 10.22(a).


 


“Credit Extension”
means a Borrowing.


 


“Credit Party”
has the meaning specified in Section 9.15.


 






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“Current
Assets” means, with respect to the Parent Borrower and the Restricted Subsidiaries on a consolidated basis at any date
of determination, all assets (other than cash and Cash Equivalents) that would, in accordance with GAAP, be classified on a consolidated
balance sheet of the Parent Borrower and the Restricted Subsidiaries as current assets at such date of determination, other than (i) amounts
related to current or deferred Taxes based on income or profits, (ii) assets held for sale, (iii) loans (permitted) to third
parties, (iv) pension assets, (v) deferred bank fees, (vi) derivative financial instruments, (vii) prepaid expenses
and (viii) in the event that a Securitization Financing is accounted for off balance sheet, (x) gross accounts receivable comprising
Securitization Assets sold pursuant to such Securitization Financing less (y) collections against the amount sold pursuant to clause
(x).


 


“Current
Liabilities” means, with respect to the Parent Borrower and the Restricted Subsidiaries on a consolidated basis at any
date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrowers
and the Restricted Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Funded
Debt and derivative financial instruments, (b) the current portion of accrued interest, (c) liabilities relating to current
or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves or severance,
(e) deferred revenue, (f) any ABL Revolving Loans, Revolving Credit Exposure, Revolving Credit Loans or any other liabilities
in respect of revolving loans, swingline loans or letter of credit obligations under any revolving credit facility, (g) the current
portion of any Capitalized Lease Obligation, (h) the current portion of any other long-term liabilities, (i) liabilities in
respect of unpaid earn-outs, (j) amounts related to derivative financial instruments and assets held for sale, (k)  the
current portion of pension liabilities, and (l) liabilities related to assets held for sale.


 


“Daily
Simple SOFR” with respect to any applicable determination date means the secured overnight financing rate (“SOFR”)
published on such date by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on
the Federal Reserve Bank of New York’s website (or any successor source).


 


“Debt Assumption”
has the meaning set forth in Section 2.01(c)(ii).


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief Laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Declined Proceeds”
has the meaning specified in Section 2.05(b)(vii).


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both, in each case, as set forth under Section 8.01,
without cure or waiver, would be an Event of Default.


 


“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.00%
per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest
rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.00% per annum, in each case, to the fullest extent permitted
by applicable Laws.


 


“Default Right”
has the meaning specified in Section 10.22(b).


 


“Defaulting Lender”
means, subject to Section 2.17(b), any Lender that, as reasonably determined by the Administrative Agent (a) has refused (which
refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder
or any other amounts required to be paid by it, which refusal or failure is not cured within two (2) Business Days after the date
of such refusal or failure, (b) has notified the Borrowers or Administrative Agent (which notification has not been withdrawn in
writing) that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to
its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business
Days after request by the Administrative Agent, to confirm that it will comply with its funding obligations; provided that a Lender
shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such confirmation by the Administrative Agent or
the Borrowers, or (d) has, or has a direct or indirect parent company that has, after the date of this Agreement, (i) become
the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the
benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it; provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender
or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or
provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs
of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or
disaffirm any contracts or agreements made with such Lender or (iii) become the subject of a Bail-In Action.


 






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“Designated
Preferred Stock” means Preferred Stock of the Parent Borrower or any direct or indirect parent company thereof (in each
case other than Disqualified Equity Interests) that is issued for cash (other than to the Parent Borrower, a Restricted Subsidiary or
an employee stock ownership plan or trust established by the Parent Borrower or any Subsidiary) and is designated as Designated Preferred
Stock pursuant to a certificate of a Responsible Officer of the Administrative Borrower delivered to the Administrative Agent on or promptly
after the issue date thereof, the cash proceeds of which are excluded from the calculation set forth in Section 7.06(a)(iii) and
shall not be, and have not been, designated an Excluded Contribution.


 


“Designated Revolving
Commitments” means any commitments to make loans or extend credit on a revolving basis to any Borrower or any of its Restricted
Subsidiaries by any Person other than any Borrower or any of its Restricted Subsidiaries that have been designated pursuant to a certificate
of a Responsible Officer of the Administrative Borrower delivered to the Administrative Agent as “Designated Revolving Commitments”
until such time as the Administrative Borrower subsequently delivers a certificate of a Responsible Officer of the Administrative Borrower
to the Administrative Agent to the effect that such commitments shall no longer constitute “Designated Revolving Commitments.”


 


“Discount Prepayment
Accepting Lender” has the meaning specified in Section 2.05(a)(v)(B)(2).


 


“Discount Range”
has the meaning specified in Section 2.05(a)(v)(C)(1).


 


“Discount Range Prepayment
Amount” has the meaning specified in Section 2.05(a)(v)(C)(1).


 


“Discount Range Prepayment
Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(a)(v)(C) substantially
in the form of Exhibit E-4.


 


“Discount Range Prepayment
Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit E-5, submitted in response
to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.


 


“Discount Range Prepayment
Response Date” has the meaning specified in Section 2.05(a)(v)(C)(1).


 


“Discount Range Proration”
has the meaning specified in Section 2.05(a)(v)(C)(3).


 


“Discounted Prepayment
Determination Date” has the meaning specified in Section 2.05(a)(v)(D)(3).


 


“Discounted Prepayment
Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range
Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified Discount
Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable,
in accordance with Section 2.05(a)(v)(B)(1), Section 2.05(a)(v)(C)(1) or Section 2.05(a)(v)(D)(1), respectively, unless
a shorter period is agreed to between the Administrative Borrower and the Auction Agent.


 


“Discounted Term
Loan Prepayment” has the meaning specified in Section 2.05(a)(v)(A).


 






    -23-


     


    

 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction
and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment,
transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith,
whether in a single transaction or a series of related transactions; provided that “Disposition” and “Dispose”
shall not include any issuance by the Parent Borrower of any of its Equity Interests to another Person.


 


“Disqualified
Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into
which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than (i) solely for Qualified Equity Interests and cash in lieu of fractional shares or (ii) solely
at the discretion of the issuer), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, asset
sale or similar event so long as any rights of the holders thereof upon the occurrence of a change of control, asset sale or similar event
shall be subject to the prior repayment in full of the Loans (and all other Obligations (other than contingent indemnification obligations
as to which no claim has been asserted) that are accrued and payable) and the termination of the Commitments), (b) is redeemable
at the option of the holder thereof (other than (i) solely for Qualified Equity Interests and cash in lieu of fractional shares or
(ii) as a result of a change of control, asset sale or similar event so long as any rights of the holders thereof upon the occurrence
of a change of control, asset sale or similar event shall be subject to the prior repayment in full of the Loans (and all other Obligations
(other than contingent indemnification obligations as to which no claim has been asserted) that are accrued and payable) and the termination
of the Commitments), in whole or in part, (c) provides for the scheduled payments of dividends in cash or (d) is or becomes
convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in
each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time of issuance of such Equity Interests;
provided that any Equity Interests held by any future, current or former employee, director, officer, member of management, independent
contractor or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower, any
of its Subsidiaries, any direct or indirect parent companies of the Parent Borrower or any other entity in which the Parent Borrower or
any of its Restricted Subsidiaries has an Investment and is designated in good faith as an “affiliate” by the Board of Directors
(or the compensation committee thereof) of the applicable Borrower, in each case pursuant to any co-invest agreement, equity subscription
or shareholders’ agreement, any management, shareholder, director or employee equity plan, any stock option plan or any other management
or employee benefit plan or agreement shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased
by the Parent Borrower (or any direct or indirect parent thereof) or a Subsidiary in order to satisfy applicable statutory or regulatory
obligations or as a result of such employee’s, director’s, officer’s, management member’s, independent contractor’s
or consultant’s termination of employment or service, as applicable, death or disability.


 


“Disqualified
Institutions” means (i) any competitors of any Borrower, the Parent Borrower and its Subsidiaries or Walgreens Co. that
have been specified in writing by the Administrative Borrower (a) to the Lead Arranger prior to the Closing Date or (b) to the
Administrative Agent after the Closing Date (and any such entity’s Affiliates that are identified as such pursuant to this
clause (i) or those that are clearly identifiable as such on the basis of their name (in each case, other than bona fide diversified
debt funds)) (other than those excluded pursuant to clause (ii) hereof), (ii) those particular banks, financial institutions,
other institutional lenders and other Persons that have been specified in writing by the Administrative Borrower (a) to the Lead
Arranger prior to the Closing Date or (b) as mutually agreed by the Administrative Borrower and the Administrative Agent (from and
after the Closing Date) (and any such entity’s Affiliates that are identified as such pursuant to this clause (ii) or those
that are clearly identifiable as such on the basis of their name) and (iii) Excluded Affiliates; provided that any Person
that is a Lender or Participant and subsequently becomes a Disqualified Institution (but was not a Disqualified Institution at the time
it became a Lender or Participant) shall be deemed to not be a Disqualified Institution hereunder with respect to any Loans, Commitments
or participations held by it prior to becoming a Disqualified Institution.


 


“Documentation
Agent” means BofA Securities, Inc., in its capacity as a documentation agent under this Agreement.


 


“Dollar”
and “$” mean lawful money of the United States.


 






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“Domestic Subsidiary”
means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.


 


“Early Opt-in Effective
Date” means, with respect to any Early Opt-in Election, the sixth Business Day after the date notice of such Early Opt-in Election
is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m. (New York City time) on the fifth
(5th) Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such
Early Opt-in Election from Lenders comprising Required Lenders.


 


“Early Opt-in Election”
means the occurrence of:


 


(1)           a
determination by the Administrative Agent, or a notification by the Borrower to the Administrative Agent that the Borrower has made a
determination, that U.S. dollar-denominated syndicated credit facilities currently being executed, or that include language similar to
that contained in Section 3.03(c), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest
rate to replace LIBOR, and


 


(2)            the
joint election by the Administrative Agent and the Administrative Borrower to replace LIBOR with a Benchmark Replacement and the
provision by the Administrative Agent of written notice of such election to the Lenders.


 


“ECF Payment Date”
has the meaning specified in Section 2.05(b)(i).


 


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


 


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


 


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


 


“Elective Guarantor”
has the meaning set forth in the defined term “Guarantors”.


 


“Eligible Assignee”
has the meaning specified in Section 10.07(a)(i).


 


“EMU” means
the economic and monetary union as contemplated in the Treaty on European Union.


 


“Engagement Parties”
means Bank of America, N.A. and the Arranger.


 


“Environment”
means indoor air, ambient air, surface water, groundwater, drinking water, land surface, subsurface strata, and natural resources such
as wetlands, flora and fauna.


 


“Environmental Laws”
means any applicable Law (including common law) relating to the prevention of pollution or the protection of the Environment and natural
resources, and the protection of human health and safety as it relates to Hazardous Materials, including any applicable provisions of
the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901
et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq.,
the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651
et seq., and the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq., and all analogous state or local statutes,
and the regulations promulgated pursuant thereto.


 






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“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of investigation and remediation, fines, penalties
or indemnities), of the Loan Parties or any Restricted Subsidiary directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure
to any Hazardous Materials, or (d) the Release or threatened Release of any Hazardous Materials, including, in each case, any such
liability which any Loan Party has retained either contractually or by operation of law.


 


“Environmental Permit”
means any permit, approval, identification number, license or other authorization required under any Environmental Law.


 


“Equity Interests”
means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital
stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase,
acquisition or exchange from such Person of any of the foregoing (including through convertible securities), excluding from the foregoing
any debt securities convertible into Equity Interests, whether or not such debt securities include any right of participation with Equity
Interests, until any such conversion.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that is under common control with a Loan Party within the meaning of Section 414(b) or
(c) of the Code or Section 4001 of ERISA (and Sections 414(m) and (o) of the Code for purposes of provisions relating
to Section 412 of the Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party or any ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete
or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan or written notification to a Loan Party or any
ERISA Affiliate that a Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or in “endangered”
or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) a determination
that any Pension Plan is in “at risk” status (within the meaning of Section 430(i)(4) of the Code or Section 303(i)(4) of
ERISA); (e)  the filing of a written notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment
as a termination under Sections 4041 or 4041A of ERISA, or the receipt of written notice by a Loan Party or any ERISA Affiliate regarding
the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes
grounds under Section 4042 of ERISA for, and that could reasonably be expected to result in, the termination of, or the appointment
of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) with respect to a Pension Plan, the failure to satisfy the
minimum funding standard of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (h) the failure by
a Loan Party or any ERISA Affiliate to make when due any required contribution to a Multiemployer Plan, (i) the occurrence of a nonexempt
prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability
to a Loan Party; or (j) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon a Loan Party or any ERISA Affiliate.


 


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


 


“Euro”
means the lawful single currency of the EMU.


 


“Eurocurrency Rate”
means:


 


(a)            for
any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”),
as published on the applicable Bloomberg screen page (or such other commercially available source providing quotations as may be
designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at approximately 11:00 a.m.,
London time, two (2) Business Days prior to the commencement of such Interest Period, for deposits (for delivery on the first day
of such Interest Period) with a term equivalent to such Interest Period; and


 






    -26-


     


    

 


(b)            for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate, at or about 11:00 a.m.,
London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing that day;


 


provided
that to the extent a comparable or successor rate is approved pursuant to the provisions of Section 3.03, “Eurocurrency
Rate” shall mean the “LIBOR Successor Rate”; provided, further, that in all cases (a) or (b), the
Eurocurrency Rate shall not be less than 0.50% per annum.


 


“Eurocurrency Rate
Loan” means a Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.”


 


“Event of Default”
has the meaning specified in Section 8.01.


 


“Excess Cash Flow”
means, for any period, an amount equal to:


 


(a)            the
sum, without duplication, of


 


(i)            Consolidated
Net Income for such period;


 


(ii)            an
amount equal to the amount of all non-cash expenses, charges or losses (including depreciation and amortization) to the extent deducted
in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential
cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period;


 


(iii)           decreases
in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions (outside of the ordinary course
of business), Permitted Acquisitions or Dispositions by the Borrowers and the Restricted Subsidiaries completed during such period or
the application of purchase accounting or recapitalization accounting);


 


(iv)           [Reserved];


 


(v)            an
amount equal to all cash received for such period on account of any net non-cash gain or income from Investments deducted in a previous
period pursuant to clause (b)(iv) of this definition;


 


(vi)           an
amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of cash taxes paid in such period;


 


(vii)          cash
payments received in respect of Swap Contracts or other derivative instruments during such fiscal year to the extent not included in arriving
at such Consolidated Net Income;


 


(viii)          amounts
deducted from Consolidated Net Income during such period representing expenditures made during any prior period for which a deduction
from Excess Cash Flow was made in such period pursuant to clause (b)(ix), (xii), (xiii) or (xiv) below;
and


 


(ix)            any
amounts required to be added back to Excess Cash Flow in such period pursuant to clause (b)(xi) below;


 


minus


 






    -27-


     


    

 


(b)            the
sum (to the extent not deducted or excluded in determining Consolidated Net Income), without duplication, of


 


(i)            an
amount equal to (x) the amount of all non-cash credits (including, to the extent constituting non-cash credits, without limitation,
amortization of deferred revenue acquired as a result of the Transaction or any Permitted Acquisition) included in arriving at Consolidated
Net Income in such period (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described
in clause (a)(ii) above) and (y) cash charges, losses or expenses excluded in arriving at Consolidated Net Income in such period
by virtue of clauses (a) through (r) of the definition of Consolidated Net Income;


 


(ii)            without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years or pursuant to Section 2.05(b)(i), the amount
of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property to the extent not expensed or accrued
during such period and/or made in cash during such period, except to the extent financed with the proceeds of long term Indebtedness (other
than revolving Indebtedness) of the Parent Borrower and the Restricted Subsidiaries;


 


(iii)           the
aggregate amount of all principal payments (including (I) the principal component of payments in respect of Capitalized Leases and
(II) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07) and repayments of Indebtedness of the Parent
Borrower or any of its Restricted Subsidiaries, except to the extent financed with the proceeds of long term Indebtedness (other than
revolving Indebtedness) of a Borrower or any of its Restricted Subsidiaries, but excluding principal payments and repayments of (A) Revolving
Credit Loans or other Revolving Credit Exposure (unless there is a corresponding reduction in commitments thereunder and to the extent
not otherwise deducted from the Applicable ECF Percentage of Excess Cash Flow pursuant to Section 2.05(b)(i)(B) in any prior
fiscal year), (B) Indebtedness in respect of the ABL Revolving Loans or any other revolving credit facility (unless there is a corresponding
reduction in commitments thereunder and to the extent not otherwise deducted from the Applicable ECF Percentage of Excess Cash Flow pursuant
to Section 2.05(b)(i)(B) in any prior fiscal year), (C) all prepayments of Term Loans by the Parent Borrower or
any of its Restricted Subsidiaries, (D) Indebtedness to the extent otherwise deducted from the Applicable ECF Percentage of Excess
Cash Flow pursuant to Section 2.05(b)(i)(B) in any prior fiscal year and (E) any Junior Financing to the extent not permitted
to be made pursuant to Section 7.06, in each case, including any debt buyback conducted pursuant to a Dutch auction or open market
purchase based on actual amounts paid;


 


(iv)          an
amount equal to the aggregate net non-cash gain or income from Investments (other than Investments made in the ordinary course of business)
to the extent included in arriving at Consolidated Net Income;


 


(v)            increases
in Consolidated Working Capital for such period (other than any such increases arising from acquisitions (outside the ordinary course
of business), Permitted Acquisitions or Dispositions by a Borrower or any of its Restricted Subsidiaries during such period or the application
of purchase accounting or recapitalization accounting);


 


(vi)           cash
payments by the Parent Borrower or any of its Restricted Subsidiaries during such period in respect of long-term liabilities of the Parent
Borrower or any of its Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such period
or are not deducted (or were excluded) in calculating Consolidated Net Income and except to the extent financed with the proceeds of long
term Indebtedness (other than revolving Indebtedness) of the Parent Borrower or any of its Restricted Subsidiaries;


 


(vii)          [reserved];


 


(viii)         [reserved];


 






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(ix)            the
aggregate amount of expenditures actually made by the Parent Borrower or any of its 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 or
are not deducted (or were excluded) in calculating Consolidated Net Income during such period except to the extent financed with the proceeds
of long term Indebtedness (other than revolving Indebtedness) of the Parent Borrower or any of its Restricted Subsidiaries;


 


(x)            the
aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Parent Borrower or any of its Restricted
Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness except to the extent such
payments were financed with the proceeds of long term Indebtedness (other than revolving Indebtedness) of the Parent Borrower and the
Restricted Subsidiaries;


 


(xi)            without
duplication of amounts deducted from Excess Cash Flow in prior periods, at the option of the Administrative Borrower, the aggregate consideration
required to be paid in cash by the Parent Borrower or any of its Restricted Subsidiaries to a Person that is not the Parent Borrower or
any Restricted Subsidiary thereof pursuant to binding contracts or executed letters-of-intent (the “Contract Consideration”)
entered into prior to or during such period, or, at the Parent Borrower’s option, after the end of such period and prior to the
date of such Excess Cash Flow payment for such period, relating to Permitted Acquisitions or other permitted Investments, Restricted Payments,
Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property to the extent not expensed and expected
to be consummated or made, in each case during the period of four consecutive fiscal quarters of the Parent Borrower following the end
of such period; provided that to the extent the aggregate amount of cash actually utilized to finance such Permitted Acquisitions,
permitted Investments, Restricted Payments, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property
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; provided, further,
that, without duplication to the immediately preceding proviso, to the extent such cash actually utilized to finance such Permitted Acquisitions,
permitted Investments, Restricted Payments, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property,
during such period of four consecutive fiscal quarters is financed with the proceeds of long term Indebtedness (other than revolving Indebtedness)
of the Parent Borrower or any of its Restricted Subsidiaries, such amount 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 cash taxes paid or payable (to the extent, without duplication, not deducted in any prior period pursuant to this clause (xii))
in such period (including any Tax reserves set aside and without duplication with respect to 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 Swap Contracts during such period to the extent not deducted in arriving at such Consolidated Net Income;


 


(xiv)         any
payment of cash to be amortized or expensed over a future period and recorded as a long-term asset;


 


(xv)          reimbursable
or insured expenses incurred for such period to the extent that such reimbursement has not yet been received and to the extent not deducted
in arriving at such Consolidated Net Income; and


 


(xvi)         cash
expenditures for costs and expenses (including retention, recruiting, relocation, stay and signing bonuses and expenses) in connection
with the Transactions (including all Transaction Expenses), acquisitions, Investments, Restricted Payments, dispositions and the
issuance of equity interests or Indebtedness, repayment of debt, issuance of equity securities, refinancing transactions or amendments
or other modifications of any debt instrument (including, in each case, any such transaction consummated on the Closing Date and any such
transaction undertaking but not completed), in each case, to the extent not deducted in arriving at such Consolidated Net Income and to
the extent not financed with the proceeds of any long-term Indebtedness (other than revolving loans) of the Parent Borrower and its Restricted
Subsidiaries;


 






    -29-


     


    

 


provided
that, at the option of the Parent Borrower, all such payments made after the applicable period and prior to the applicable due date of
such Excess Cash Flow payment may (without duplication of such amount deducted in any period) be deducted from Excess Cash Flow for such
prior period.


 


Notwithstanding
anything in the definition of any term used in the definition of Excess Cash Flow to the contrary, all components of Excess Cash Flow
shall be computed for the Parent Borrower and the Restricted Subsidiaries on a consolidated basis. For the avoidance of doubt,
Excess Cash Flow shall not include pro forma adjustments in accordance with Section 1.08.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended.


 


“Excluded
Affiliate” means, with respect to any Agent or Agent-Related Person and their respective Affiliates and controlling Persons,
(i)  any of their Affiliates that is engaged as principals primarily in private equity, mezzanine financing or venture capital or
any of such Affiliate’s officers, directors, employees, legal counsel, independent auditors, professionals and other experts or
agents other than, in each case, any Over the Wall Person or (ii) any of their Affiliates and/or any of their Affiliates’ employees,
officers, directors, legal counsel, professionals and other experts or agents that are engaged directly or indirectly in a sale of the
Company and its subsidiaries as buy-side or sell-side representative and acting in such capacity other than, in each case, any Over the
Wall Person.


 


“Excluded
Assets” means (i) any fee owned Real Property and any leasehold rights and interests in Real Property (including landlord
or other third-party waivers, non-disturbance agreements, estoppels, bailee waivers, warehouseman waivers and collateral access letters),
(ii) motor vehicles, aircraft and other assets subject to certificates of title, to the extent a Lien therein cannot be perfected
by the filing of a UCC financing statement, (iii) commercial tort claims where the applicable Loan Party’s reasonable expectation
of recovery is less than $5,000,000, (iv) any governmental or regulatory licenses or state or local franchises, charters and authorizations
to the extent that the Administrative Agent may not (or is restricted from) validly possess a security interest therein under applicable
Laws (including, without limitation, rules and regulations of any Governmental Authority or agency) or the pledge or creation of
a security interest in which would require governmental consent, approval, license or authorization (to the extent such consent, approval,
license or authorization was not obtained (it being understood and agreed that the Loan Parties shall be under no obligation to obtain
such consent, approval, license or authorization)), other than to the extent such prohibition, limitation or restriction is rendered ineffective
under the UCC or other applicable Law, (v) any particular asset or right under contract, if the pledge thereof or the security interest
therein is prohibited or restricted by applicable Law (including any requirement to obtain the consent of any Governmental Authority or
regulatory authority), other than to the extent such prohibition or restriction is rendered ineffective under the UCC or other applicable
Law, (vi) (A) Margin Stock, (B) Equity Interests in any Person other than wholly-owned Restricted Subsidiaries (but, in
the case of the Equity Interests of any Person that is not a wholly-owned Restricted Subsidiary, only to the extent the organizational
documents or similar agreement with equity holders of such Person do not permit the pledge of such Equity Interests so long as such prohibition
exists), (C) voting Equity Interests or Indebtedness treated as equity for U.S. federal income tax purposes of first tier
Foreign Subsidiaries that are CFCs and first tier CFC Holdcos in excess of 65% of the issued and outstanding voting Equity Interests or
Indebtedness treated as equity for U.S. federal income tax purposes thereof and (D) Equity Interests in any Broker-Dealer Regulated
Subsidiary, Unrestricted Subsidiary, Captive Insurance Subsidiary, not-for-profit Subsidiary, or special purpose securitization vehicle
(or similar entity), including any Securitization Subsidiary, in each case of this clause (D) that are not Guarantors, (vii) any
lease, license or agreement or any property subject to such lease, license or agreement, in each case, to the extent that a grant of a
security interest therein (A) would violate or invalidate such lease, license or agreement or create a right of termination in favor
of any other party thereto (other than a Loan Party after giving effect to the applicable anti-assignment provisions of the UCC) or (B) would
require governmental, regulatory or third-party (other than a Loan Party) approval, consent or authorization pursuant to the terms thereof
(in each case after giving effect to the applicable anti-assignment provisions of the UCC) (other than proceeds and receivables thereof,
the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition) not obtained (without any requirement
to obtain such approval, consent or authorization) (in each case of clauses (A) and (B), (1) after giving effect to the applicable
anti-assignment provisions of the UCC and (2) only to the extent that such limitation on such pledge or security interest is not
otherwise prohibited pursuant to Section 7.09), (viii) letter of credit rights, except to the extent perfection of the security
interest therein is accomplished by the filing of a UCC financing statement (it being understood that no actions shall be required to
perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement), (ix) any intent-to-use
trademark application prior to the filing, and acceptance by the U.S. Patent and Trademark Office, of a “Statement of Use”
or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which
the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under
applicable federal law, (x) assets where the burden or cost (including adverse tax or regulatory consequences) of obtaining a security
interest therein or perfection thereof exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Administrative
Borrower in good faith in consultation with the Administrative Agent; (xi) segregated funds held in a fiduciary capacity for others
(that are not Loan Parties), (xii) any property subject to a Lien permitted by Section 7.01(b), (u) (limited
to Capitalized Leases, Attributable Indebtedness and purchase money security interest or other similar arrangements incurred pursuant
thereto), (w) or (aa) (to the extent relating to a Lien originally incurred pursuant to Section 7.01(b),
(u) or (w) subject to the limitations set forth in this clause (xii)), (xiii) any assets of any Foreign Subsidiary,
CFC or CFC Holdco (including Equity Interests of any Subsidiary of such Subsidiary) and (xiv) the Cash Collateral Account (as such
term is defined in the ABL Credit Agreement as in effect on the Closing Date); provided, however, that Excluded Assets shall
not include any Proceeds, substitutions or replacements of any Excluded Assets referred to in clause (i) through (xiv) (unless
such Proceeds, substitutions or replacements would independently constitute Excluded Assets referred to in clauses (i) through (xiv)).
Notwithstanding the foregoing, for so long as a Subsidiary is an Elective Guarantor, the assets or property purported to be pledged as
Collateral, or in which a security interest if purported to be granted pursuant to any Collateral Document, by such Subsidiary shall be
deemed not to be Excluded Assets so long as such Subsidiary is an Elective Guarantor.


 






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“Excluded Contribution”
means the amount of cash capital contributions to the Parent Borrower or Net Proceeds from the sale or issuance of Qualified Equity Interests
of the Parent Borrower (or issuances of debt securities that have been converted into or exchanged for Qualified Equity Interests) (other
than Refunding Capital Stock, any Designated Preferred Stock, any Equity Interests issued pursuant to any management, shareholder, director
or employee equity plan, any stock option plan or any other management or employee benefit plan or agreement of the Parent Borrower or
any amount to the extent used in the ABL Cure Amount) and designated by the Administrative Borrower to the Administrative Agent as an
Excluded Contribution pursuant to a certificate of a Responsible Officer of the Administrative Borrower delivered to the Administrative
Agent on or promptly after the date such capital contributions are made or such Equity Interests are sold or issued.


 


“Excluded Information”
means information regarding the Borrowers or their respective affiliates not known to such Lender and that may be material to a decision
by such Lender to participate in such applicable transaction (including Material Non-Public Information).


 


“Excluded
Subsidiary” means (a) any Subsidiary that is not a wholly-owned Subsidiary of a Borrower or a Guarantor, (b) any
Subsidiary that is prohibited or restricted by applicable 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 anticipation of such acquisition and
the Collateral and Guarantee Requirement) from guaranteeing the Obligations (including any requirement for governmental (including regulatory)
or third-party (other than a Loan Party) consent, approval, license or authorization (to the extent such consent, approval, license or
authorization was not obtained (it being understood and agreed that the Loan Parties shall be under no obligation to obtain such consent,
approval, license or authorization))), (c) any Subsidiary where the burden or cost (including adverse tax or regulatory consequences
to the Borrowers or any of their direct or indirect parent companies or Subsidiaries) of obtaining a Guarantee by such Subsidiary would
outweigh the practical benefit to be obtained by the Lenders as reasonably determined by the Administrative Borrower in good faith in
consultation with the Administrative Agent, (d) any Foreign Subsidiary, (e) any Domestic Subsidiary that is (i) a Subsidiary
of a Foreign Subsidiary that is a CFC or (ii) a CFC Holdco, (f) any not-for-profit Subsidiaries, (g) any Unrestricted Subsidiaries,
(h) any special purpose securitization vehicle (or similar entity, including any Securitization Subsidiary), (i) any Captive
Insurance Subsidiary, (j) any Broker-Dealer Regulated Subsidiary, (k) [reserved], (l) any Subsidiary of the Borrowers that
is not a Material Domestic Subsidiary and (m) any Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment
that is prohibited from providing a guarantee pursuant to the terms of any permitted Indebtedness (and such prohibition was not entered
into in anticipation of such acquisition); provided that no Borrower shall constitute an Excluded Subsidiary.  Notwithstanding
the foregoing, for so long as a Subsidiary is an Elective Guarantor, such Subsidiary shall be deemed not to be an Excluded Subsidiary.


 






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“Excluded
Swap Obligation” means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion
of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures
Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure
to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined
after giving effect to any applicable keepwell, support, or other agreement for the benefit of such Guarantor), at the time the Guarantee
of (or grant of such security interest by, as applicable) such Guarantor would otherwise have become effective with respect to such Swap
Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” as such time or (ii) in
the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because
such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the
Guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such
Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified
in any agreement between the relevant Loan Parties and hedge bank applicable to such Swap Obligations. If a Swap Obligation arises under
a Master Agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable
to Swaps for which such Guarantee or security interest is or becomes illegal under the Commodity Exchange Act or any rule, regulation
or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).


 


“Existing Revolver
Tranche” has the meaning provided in Section 2.16(b).


 


“Existing Term Loan
Tranche” has the meaning provided in Section 2.16(a).


 


“Extended Revolving
Credit Commitments” has the meaning provided in Section 2.16(b).


 


“Extended Revolving
Credit Loans” has the meaning provided in Section 2.16(b).


 


“Extended Term Loans”
has the meaning provided in Section 2.16(a).


 


“Extending Revolving
Credit Lender” has the meaning provided in Section 2.16(c).


 


“Extending Term Lender”
has the meaning provided in Section 2.16(c).


 


“Extension”
means the establishment of an Extension Series by amending a Loan pursuant to Section 2.16 and the applicable Extension Amendment.


 


“Extension Amendment”
has the meaning provided in Section 2.16(d).


 


“Extension Election”
has the meaning provided in Section 2.16(c).


 


“Extension Minimum
Condition” means a condition to consummating any Extension that a minimum amount (to be determined and specified in the relevant
Extension Request, in the Administrative Borrower’s sole discretion) of any or all applicable Class or Classes be submitted
for Extension.


 


“Extension Request”
means any Term Loan Extension Request or a Revolver Extension Request, as the case may be.


 


“Extension Series”
means any Term Loan Extension Series or a Revolver Extension Series, as the case may be.


 






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“Facility”
means a given Class of Term Loans (or, to the extent unfunded, Term Commitments) or Revolving Credit Commitments, as the context
may require.


 


“fair market value”
means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Administrative Borrower
in good faith.


 


“FATCA”
means current Sections 1471 through 1474 of the Code (or any amended or successor version thereof that is substantively comparable and
not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered
into pursuant thereto, including any intergovernmental agreements and any rules or guidance implementing such intergovernmental agreements.


 


“Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members
of the Federal Reserve System on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next
preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1.00%) charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent; provided,
further, that if the Federal Funds Rate is less than zero, it shall be deemed to be zero for the purposes of this Agreement.


 


“Financial
Officer” means the chief financial officer, controller, treasurer, chief accounting officer or such other financial officer
with equivalent duties, as appropriate, of the applicable Borrower or Borrowers.


 


“First Lien Financing
Documents” means the “First Lien Financing Documents” as defined in the ABL Intercreditor Agreement.


 


“First Lien Intercreditor
Agreement” means, either an (a) intercreditor agreement substantially in the form of Exhibit J hereto or (b) a
customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the Administrative Borrower,
which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on
the Collateral securing the Obligations under this Agreement (but without regard to the control of remedies), in each case with such modifications
thereto as the Administrative Agent and the Administrative Borrower may agree. It is understood and agreed that to the extent this Agreement
requires any Indebtedness to be subject to a First Lien Intercreditor Agreement at any time such agreement is not yet in effect, then
the Loan Parties, the Administrative Agent and the Senior Representative for such Indebtedness shall execute and deliver a First Lien
Intercreditor Agreement.


 


“First Lien Net Leverage
Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated First Lien Net Debt as of the last day of
such Test Period to (b) Consolidated EBITDA of the Parent Borrower for such Test Period.


 


“First Lien Obligations”
means the “First Lien Obligations” as defined in the ABL Intercreditor Agreement.


 


“Fixed
Charge Coverage Ratio” means, with respect to any Test Period, the ratio of (1) Consolidated EBITDA for such Test Period
to (2) the Fixed Charges for such Test Period, in each case calculated on a consolidated basis with respect to the Parent
Borrower and the Restricted Subsidiaries.


 


“Fixed Charges”
means, with respect to any Person for any period, the sum of: (a) Consolidated Cash Interest Expense of such Person for such period;
(b) all cash dividends or other cash distributions paid (excluding items eliminated in consolidation) on any series of Preferred
Stock during such period; and (c) all cash dividends or other cash distributions paid (excluding items eliminated in consolidation)
on any series of Disqualified Equity Interests during such period. For the avoidance of doubt, Fixed Charges shall be calculated, including
pro forma adjustments, in accordance with Section 1.08.


 


“Foreign Casualty
Event” has the meaning specified in Section 2.05(b)(viii).


 






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“Foreign Disposition”
has the meaning specified in Section 2.05(b)(viii).


 


“Foreign Subsidiary”
means any direct or indirect Restricted Subsidiary of the Parent Borrower that is not a Domestic Subsidiary.


 


“Fund”
means any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for
the primary benefit of a natural Person)) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its activities.


 


“Funded Debt”
means all Indebtedness of the Parent 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 such Person, 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 Indebtedness in respect of the Loans.


 


“GAAP”
means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however,
that if the Administrative Borrower notifies the Administrative Agent that the Administrative Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof (including through
conforming changes made consistent with IFRS) on the operation of such provision (or if the Administrative Agent notifies the Administrative
Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice
is given before or after such change in GAAP or in the application thereof (including through conforming changes made consistent with
IFRS), then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have
become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.


 


“Governmental Authority”
means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body,
court, administrative tribunal, 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 European Central
Bank).


 


“Granting Lender”
has the meaning specified in Section 10.07(h).


 


“Guarantee”
means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness (the “primary obligor”) in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee
in respect of such Indebtedness of the payment or performance of such Indebtedness, (iii) to maintain working capital, equity capital
or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of
such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part),
or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person, whether or not such Indebtedness is assumed
by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that
the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business,
or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition, Permitted
Acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount
of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding
meaning.


 


“Guaranteed Obligations”
has the meaning specified in Section 11.01.


 






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“Guarantor Joinder
Agreement” means a joinder agreement substantially in the form of the Guarantor Joinder Agreement attached as Exhibit H-1
hereto or in such other form agreed by the Administrative Agent and the Administrative Borrower.


 


“Guarantors”
means (i) in the case of the Secured Obligations of the Parent Borrower, each Subsidiary Borrower and each Restricted Subsidiary
of the Parent Borrower that is a Material Domestic Subsidiary (other than a Subsidiary Borrower or an Excluded Subsidiary unless such
Excluded Subsidiary is then an Elective Guarantor) (including those listed on Schedule I hereto) and any Material Domestic Subsidiary
that shall have become a Guarantor pursuant to Section 6.11 and (ii) in the case of the Secured Obligations of any other
Loan Party, the Parent Borrower, each Subsidiary Borrower and each Restricted Subsidiary of the Parent Borrower that is a Material Domestic
Subsidiary (other than a Subsidiary Borrower or an Excluded Subsidiary unless such Excluded Subsidiary is then an Elective Guarantor)
(including those listed on Schedule I hereto) and any Material Domestic Subsidiary that shall have become a Guarantor pursuant
to Section 6.11. The Parent Borrower in its sole discretion may designate any wholly-owned Restricted Subsidiary that is not
required to be a Guarantor (such a Restricted Subsidiary, an “Elective Guarantor”) to Guarantee the Secured Obligations
by causing such Restricted Subsidiary to execute this Agreement on the Closing Date or a Guarantor Joinder Agreement, and any such Restricted
Subsidiary shall be a Guarantor and Loan Party for all purposes; provided, further, that the Administrative Agent may prohibit
a Foreign Subsidiary from becoming an Elective Guarantor if it determines, in its reasonable credit judgment but after consultation with
the Administrative Borrower, that such Foreign Subsidiary would not provide customary credit support for the Secured Obligations, which
determination may be based upon (A) the amount and enforceability of the Guaranty that would be provided by the proposed Elective
Guarantor, (B) the enforceability of any security interest that may be granted with respect to any Collateral located in the relevant
jurisdiction and/or (C) such proposed Elective Guarantor is organized in a country that is not a member of the Organization for Economic
Cooperation and Development or that is the target of any U.S. sanctions program administered by OFAC.


 


“Guaranty”
means, collectively, the guaranty of the Secured Obligations by the Guarantors pursuant to this Agreement.


 


“Hazardous Materials”
means all materials, pollutants, contaminants, chemicals, compounds, constituents, substances or wastes, in any form, including petroleum
or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, or toxic mold that are regulated
pursuant to, or which could give rise to liability under, applicable Environmental Law based on their dangerous or deleterious properties.


 


“Hedge Bank”
means (i) any Person that is the Administrative Agent, Arranger or a Lender or an Affiliate of the Administrative Agent, Arranger
or a Lender at the time it enters into a Secured Hedge Agreement in its capacity as a party thereto or (ii) any other Person that,
in each case, is designated a “Hedge Bank” with respect to such Secured Hedge Agreement in a writing from the Administrative
Borrower to the Administrative Agent. If such Person is not already party hereto as the Administrative Agent or a Lender, such Person
shall be required to deliver to the Administrative Agent a letter agreement reasonably satisfactory to it (i) appointing the Administrative
Agent as its agent under the applicable Loan Documents and (ii) agreeing to be bound by Sections 10.05, 10.08, 10.15, 10.16 and 10.21
and Article IX as if it were a Lender in order to qualify as a “Hedge Bank”.


 


“Identified Participating
Lenders” has the meaning specified in Section 2.05(a)(v)(C)(3).


 


“Identified Qualifying
Lenders” has the meaning specified in Section 2.05(a)(v)(D)(3).


 


“IFRS”
means international accounting standards as promulgated by the International Accounting Standards Board.


 


“Immediate Family
Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant,
parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law
and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only
beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing
individuals or any donor-advised fund of which any such individual is the donor.


 






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“Impacted Loans”
has the meaning specified in Section 3.03(a).


 


“Incremental Amendment”
has the meaning specified in Section 2.14(f).


 


“Incremental Commitments”
has the meaning specified in Section 2.14(a).


 


“Incremental Equivalent
Debt” has the meaning specified in Section 2.14(g).


 


“Incremental Facility
Closing Date” has the meaning specified in Section 2.14(d).


 


“Incremental Lenders”
has the meaning specified in Section 2.14(c).


 


“Incremental Loan”
has the meaning specified in Section 2.14(b).


 


“Incremental Loan
Request” has the meaning specified in Section 2.14(a).


 


“Incremental Revolving
Credit Commitments” has the meaning specified in Section 2.14(a).


 


“Incremental Revolving
Credit Lender” has the meaning specified in Section 2.14(c).


 


“Incremental Revolving
Loan” has the meaning specified in Section 2.14(b).


 


“Incremental Term
Commitments” has the meaning specified in Section 2.14(a).


 


“Incremental Term
Lender” has the meaning specified in Section 2.14(c).


 


“Incremental Term
Loan” has the meaning specified in Section 2.14(b).


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following:


 


(a)            all
obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements
or other similar instruments;


 


(b)            the
maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all outstanding letters of
credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments
issued or created by or for the account of such Person;


 


(c)            net
obligations of such Person under any Swap Contract;


 


(d)            all
obligations of such Person to pay the deferred purchase price of property (other than (i) trade accounts and accrued expenses payable
in the ordinary course of business, (ii)  any earn-out obligations, including deferred or other contingent purchase price obligations
(including deferred performance incentives, whether or not a service component is required from the transferor or its related party),
until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid after becoming due
and payable and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business);


 


(e)            all
Attributable Indebtedness;


 


(f)            all
obligations of such Person in respect of Disqualified Equity Interests, if and to the extent that the foregoing would constitute indebtedness
or a liability in accordance with GAAP;


 






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(g)            indebtedness
(excluding prepaid interest thereon) of the types described in clauses (a) through (f) above secured by a Lien on property owned
or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage,
industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse; and


 


(h)            to
the extent not otherwise included above, all Guarantees of such Person in respect of Indebtedness described in clauses (a) through
(g) in respect of any of the foregoing.


 


For
all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other
than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner, except to the
extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included
in the calculation of Consolidated Total Net Debt, (B) in the case of the Parent Borrower and the Restricted Subsidiaries,
exclude all intercompany Indebtedness in the ordinary course of business having a term not exceeding 364 days (inclusive of any roll-over
or extensions of terms) and (C) exclude (i) deferred compensation payable to officers, directors or employees of such Person
or any of its Subsidiaries, (ii) deferred rent, deferred revenue and deferred taxes, in each case, in the ordinary course of business,
(iii) payments and distributions to dissenting stockholders of such Person pursuant to applicable law, (iv) [reserved], (v) any
obligations attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or
potential) with respect thereto, (vi) trade liabilities and accounts and accrued expenses payable in the ordinary course of business,
(vii) any purchase price adjustment or earn-out obligation until such obligation is not paid after becoming due and payable and (viii) accruals
for payroll, obligations under employment arrangements and other liabilities accrued in the ordinary course of business. The amount of
any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount
of Indebtedness of any Person for purposes of clause (g) that is expressly made non-recourse or limited recourse (limited solely
to the assets securing such Indebtedness) to such Person shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount
of such Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith.


 


“Indemnified
Taxes” means, with respect to any Agent or any Lender, all Taxes imposed on or with respect to any payment made by or
on account of any obligation of any Loan Party under any Loan Document, other than (i) any Taxes imposed on or measured by its net
income, however denominated, and franchise (and similar) Taxes imposed on it, imposed by a jurisdiction as a result of such recipient
being organized in or having its principal office or applicable lending office in such jurisdiction, or as a result of any connection
between such Lender or Agent and such jurisdiction other than any connections arising from executing, delivering, being a party to, engaging
in any transactions pursuant to, performing its obligations under, receiving payments under, or enforcing, any Loan Document, (ii) any
Taxes (other than Taxes described in clause (i) above) imposed by a jurisdiction as a result of such recipient being organized in
or having its principal office or applicable lending office in such jurisdiction, or as a result of any connection between such Lender
or Agent and such jurisdiction other than any connections arising from executing, delivering, being a party to, engaging in any transactions
pursuant to, performing its obligations under, receiving payments under, or enforcing, any Loan Document, (iii) any Taxes attributable
to the failure by or inability of such Agent or Lender to deliver the documentation required to be delivered pursuant to Section 3.01(d),
(iv) any branch profits Taxes imposed by the United States under Section 884(a) of the Code, or any similar Tax, imposed
by any other jurisdiction in which such Lender or Agent is located, (v) in the case of a Lender (other than an assignee pursuant
to a request by a Borrower under Section 3.07), any U.S. federal withholding Tax that is in effect and would apply to amounts payable
with respect to an applicable interest in a Loan or Commitment under a law in effect at the time the Lender acquires such interest in
the applicable Commitment or, to the extent a Lender acquires an interest in a Loan not funded pursuant to a prior Commitment, acquires
such interest in such Loan, or designates a new Lending Office, except to the extent such Lender (or its assignor, if any) was entitled,
immediately prior to the time of designation of a new Lending Office (or assignment or applicable acquisition), to receive additional
amounts from the Borrowers or Guarantors with respect to such Tax pursuant to Section 3.01 and (vi) any Taxes imposed under
FATCA.


 


“Indemnitees”
has the meaning specified in Section 10.05.


 


“Independent Financial
Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in
the good faith judgment of the Administrative Borrower, qualified to perform the task for which it has been engaged and that is independent
of the Borrowers and their Affiliates.


 






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“Information”
has the meaning specified in Section 10.08.


 


“Inside Maturity
Basket” means an aggregate principal amount not to exceed the greater of $63,000,000 and 25.0% of Trailing Four Quarter Consolidated
EBITDA for all Indebtedness incurred in reliance on the Inside Maturity Basket.


 


“Intellectual Property
Security Agreement” has the meaning specified in the Security Agreement.


 


“Intercompany Note”
means a promissory note substantially in the form of Exhibit G or such other form as agreed by the Administrative Agent.


 


“Intercreditor Agreements”
means the ABL Intercreditor Agreement, any First Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement and, to the extent
permitted under this Agreement, any other lien subordination and intercreditor arrangement reasonably satisfactory to the Administrative
Borrower and the Administrative Agent, collectively, in each case to the extent then in effect.


 


“Interest Payment
Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency Rate Loan
exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest
Payment Dates and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the
Maturity Date of the Facility under which such Loan was made.


 


“Interest Period”
means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or
continued as a Eurocurrency Rate Loan and ending on the date one, three or six months thereafter or, to the extent agreed by each Lender
of such Eurocurrency Rate Loan, twelve months or less than one month thereafter, as selected by the Administrative Borrower in its Committed
Loan Notice; provided that:


 


(i)             any
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless
such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business
Day;


 


(ii)            any
Interest Period (other than an Interest Period having a duration of less than one month) 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 the calendar month at the end of such Interest Period; and


 


(iii)           no
Interest Period shall extend beyond the applicable Maturity Date.


 


“Investment”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including
guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances
to customers, commission, travel and similar advances to any future, present or former employees, directors, officers, independent contractors,
members of management, manufacturers and consultants, in each case made in the ordinary course of business), purchases or other acquisitions
for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and the purchase or other acquisition
(in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person
or assets constituting a business unit, line of business, book of business or division of such Person (excluding, in the case of the Parent
Borrower and the Restricted Subsidiaries, intercompany advances or indebtedness in the ordinary course of business having a term
not exceeding 364 days (inclusive of any roll over or extensions of terms)). For purposes of the definitions of “Unrestricted Subsidiary”
and “Permitted Investments” and the covenants described under Sections 6.14 and 7.06:


 






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(1)            “Investments”
shall include the portion (proportionate to the Parent Borrower’s Equity Interest in such Subsidiary) of the fair market value of
the net assets of a Subsidiary at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Parent Borrower shall be deemed to continue to have a permanent
“Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:


 


(a)            the
Parent Borrower’s “Investment” in such Subsidiary at the time of such redesignation; less


 


(b)            the
portion (proportionate to the Parent 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


 


(2)            any
property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.


 


For purposes of covenant compliance,
the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent
increases or decreases in the value of such Investment, less any Returns in respect of such Investment; provided, that in lieu
of treating any Returns as a deduction to the amount of any applicable Investment, the Parent Borrower may instead elect that such Returns
be used to increase Section 7.06(a)(iii)(D)(1) to the extent such Returns would otherwise be permitted to increase Section 7.06(a)(iii)(D)(1) pursuant
to the terms thereof.


 


“Investment Grade
Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating by any other nationally recognized
statistical rating agency selected by the Administrative Borrower).


 


“Investment Grade
Securities” means:


 


(a)            securities
issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than
Cash Equivalents);


 


(b)            debt
securities or debt instruments with an Investment Grade Rating, but excluding any debt securities or debt instruments constituting loans
or advances among the Borrowers and the Subsidiaries and their respective equity holders;


 


(c)            investments
in any fund that invests exclusively in investments of the type described in clauses (a) and (b) which fund may also hold immaterial
amounts of cash pending investment or distribution; and


 


(d)            corresponding
instruments in countries other than the United States customarily utilized for high quality investments.


 


“IP Rights”
has the meaning specified in Section 5.15.


 


“Junior
Financing” means any Indebtedness (other than the ABL Obligations) that constitutes (i) any Subordinated Indebtedness
having an aggregate amount outstanding in excess of the Threshold Amount and (ii) any junior lien Indebtedness with respect to the
Term Loan Priority Collateral, having an aggregate amount outstanding in excess of the Threshold Amount.


 


“Junior Financing
Documentation” means any documentation governing any Junior Financing (other than the Second Lien Intercreditor Agreement or
any other lien subordination and intercreditor arrangement with respect to such Junior Financing to which the Administrative Agent is
a party).


 






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“Latest Maturity
Date” means, at any date of determination and with respect to the specified Loans or Commitments (or in the absence of any such
specification, all outstanding Loans and Commitments hereunder), the latest Maturity Date applicable to any such Loans or Commitments
hereunder at such time, including the latest maturity date of any Extended Term Loan, any Extended Revolving Credit Commitment, any Incremental
Term Loans, any Incremental Revolving Credit Commitments, any Refinancing Term Loans or any Refinancing Revolving Credit Commitments,
in each case as extended in accordance with this Agreement from time to time.


 


“Laws”
means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.


 


“LCT Election”
has the meaning specified in Section 1.08(g).


 


“LCT Test Date”
has the meaning specified in Section 1.08(g).


 


“Lender”
has the meaning specified in the introductory paragraph to this Agreement and their respective successors and assigns as permitted hereunder,
each of which is referred to herein as a “Lender.”


 


“Lending Office”
means, as to any Lender, such office or offices as a Lender may from time to time notify the Administrative Borrower and the Administrative
Agent.


 


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


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale
or other title retention agreement, any easement, right of way or other encumbrance on title to Real Property, and any Capitalized Lease
having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease in and
of itself be deemed a Lien.


 


“Limited
Condition Transaction” means any (1) acquisition whose consummation is not conditioned on the availability of, or on obtaining,
third party financing, (2) repurchase, repayment or prepayment of Indebtedness that requires the delivery of an irrevocable
notice (provided that such notice may be conditioned on the occurrence of another transaction), (3) Restricted Payment (x) that
requires the delivery of an irrevocable notice (provided that such notice may be conditioned on the occurrence of another transaction)
(including with respect to any Indebtedness contemplated or incurred in connection therewith, or (y) to the extent such Restricted
Payment is consummated in connection with a transaction separately subject to clause (1) or (2) above) or (4) permitted
asset sale or other Disposition.


 


“Limited Originator
Recourse” means a letter of credit, cash collateral account or other such credit enhancement issued in connection with the incurrence
of Indebtedness by a Securitization Subsidiary under a Qualified Securitization Financing


 


“Loan”
means an extension of credit by a Lender to the Borrowers in the form of a Term Loan or Revolving Credit Loan.


 


“Loan Documents”
means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral Documents, (iv) any Refinancing Amendment, Incremental
Amendment, Extension Amendment, Permitted Repricing Amendment or amendment effecting Replacement Term Loans, (v) each Intercreditor
Agreement, (vi) any other document or instrument designated by the Administrative Borrower and the Administrative Agent as a “Loan
Document” and (vii) any amendment or joinder to this Agreement.


 


“Loan Parties”
means, collectively, the Borrowers and each Guarantor.


 






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“London Banking Day”
means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.


 


“Management
Stockholders” means any present or former members of management of the Parent Borrower or any Restricted Subsidiary who are
investors in the Parent Borrower or any direct or indirect parent thereof, including, for the avoidance of doubt any future members
of management of the Parent Borrower or any Restricted Subsidiary who are investors in the Parent Borrower or any direct or indirect parent
thereof, including, for the avoidance of doubt any future member of management who is elected, appointed or hired when the Permitted Holders
(excluding such future Person) have the right or the ability by voting power, contract or otherwise to elect or designate for election
at least a majority of the Board of Directors of the Parent Borrower.


 


“Margin Stock”
shall have the meaning assigned to such term in Regulation U of the Board of Governors of the United States Federal Reserve System, or
any successor thereto.


 


“Market Capitalization”
means an amount equal to (i) the total number of issued and outstanding shares of common Equity Interests of the Parent Borrower
on the date of the declaration of a Restricted Payment permitted pursuant to Section 7.06(b)(viii) multiplied by (ii) the
arithmetic mean of the closing prices per share of such common Equity Interests on the principal securities exchange on which such common
Equity Interests are traded for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.


 


“Master Agreement”
has the meaning specified in the definition of “Swap Contract.”


 


“Material
Adverse Effect” means a material and adverse effect on the business, financial condition or results of operations of
the Parent Borrower and its Restricted Subsidiaries, taken as a whole, (b) a material and adverse effect on the rights or remedies,
taken as a whole, of the Administrative Agent or any Lender under the Loan Documents or (c) a material and adverse effect on the
ability of the Loan Parties, taken as a whole, to perform their material payment obligations under the Loan Documents.


 


“Material
Domestic Subsidiary” means, at any date of determination, each of the Domestic Subsidiaries of the Parent Borrower (a) whose
total assets (when consolidated with the total assets of each of its Restricted Subsidiaries) at the last day of the most recent Test
Period were equal to or greater than 3.75% of Total Assets at such date or (b) whose gross revenues (when consolidated with the gross
revenues of each of its Restricted Subsidiaries) for such Test Period were equal to or greater than 3.75% of the consolidated gross revenues
of the Parent Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided
that if, at any time and from time to time after the Closing Date, for the purposes of Section 6.11, Domestic Subsidiaries not meeting
the thresholds set forth in clauses (a) or (b) that are not Guarantors or previously designated as a Material Domestic Subsidiary
pursuant to clause (i) below comprise in the aggregate more than 7.50% of Total Assets as of the end of the most recently ended fiscal
quarter of the Parent Borrower for which financial statements have been delivered pursuant to Section 6.01 or more than 7.50% of
the consolidated gross revenues of the Parent Borrower and the Restricted Subsidiaries for such Test Period, then the Parent Borrower
shall, not later than forty-five (45) days after the date by which financial statements for such quarter are required to be delivered
pursuant to this Agreement (or such longer period as the Administrative Agent may agree in its reasonable discretion), (i) designate
in writing to the Administrative Agent one or more of such Domestic Subsidiaries as “Material Domestic Subsidiaries” to the
extent required such that the foregoing condition ceases to be true and (ii) comply with the provisions of Section 6.11 applicable
to such Subsidiary.


 


“Material
Foreign Subsidiary” means, at any date of determination, each of the Foreign Subsidiaries of the Parent Borrower (a) whose
total assets (when consolidated with the total assets of each of its Restricted Subsidiaries) at the last day of the most recent Test
Period were equal to or greater than 3.75% of Total Assets at such date or (b) whose gross revenues (when consolidated with the gross
revenues of each of its Restricted Subsidiaries) for such Test Period were equal to or greater than 3.75% of the consolidated gross revenues
of the Parent Borrower and the Restricted Subsidiaries for such period, in each case determined in accordance with GAAP; provided
for the purposes of the provisions of the definition of “Collateral and Guarantee Requirement” that if, at any time and from
time to time after the Closing Date, Foreign Subsidiaries not meeting the thresholds set forth in clauses (a) or (b) and not
otherwise previously designated as a Material Foreign Subsidiary pursuant to clause (i) below comprise in the aggregate more than
7.50% of Total Assets as of the end of the most recently ended fiscal quarter of the Parent Borrower for which financial statements have
been delivered pursuant to Section 6.01 or more than 7.50% of the consolidated gross revenues of the Parent Borrower and the
Restricted Subsidiaries for such Test Period, then the Parent Borrower shall, not later than forty-five (45) days after the date by which
financial statements for such quarter are required to be delivered pursuant to this Agreement (or such longer period as the Administrative
Agent may agree in its reasonable discretion), designate in writing to the Administrative Agent one or more of such Foreign Subsidiaries
as “Material Foreign Subsidiaries” to the extent required such that the foregoing condition ceases to be true.


 






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“Material
IP” means intellectual property owned by the Loan Parties that, if disposed, would reasonably be expected to result in
a Material Adverse Effect.


 


“Material
Non-Public Information” means information which is (a) not publicly available (or could not be derived from publicly available
information) and (b) material (as reasonably determined by the Administrative Borrower) with respect to the Parent Borrower and
its Subsidiaries or their respective securities for purposes of United States federal and state securities laws.


 


“Material Subsidiary”
means any Material Domestic Subsidiary or any Material Foreign Subsidiary. For the avoidance of doubt, no formal designation of a Material
Subsidiary (other than for purposes of Section 6.11 and complying with the provisions of the definition of “Collateral and
Guarantee Requirement” in each case, as set forth in the definitions of Material Domestic Subsidiary and Material Foreign Subsidiary)
shall be required.


 


“Maturity
Date” means (i) with respect to the Term B Loans, the seventh anniversary of the Closing Date, (ii) with respect to
any Class of Extended Term Loans or Extended Revolving Credit Commitments, the final maturity date as specified in the applicable
Extension Amendment, (iv) with respect to any Refinancing Term Loans or Refinancing Revolving Credit Commitments, the final maturity
date as specified in the applicable Refinancing Amendment, (v) with respect to any Incremental Loans or Incremental Revolving Credit
Commitments, the final maturity date as specified in the applicable Incremental Amendment and (vi) with respect to any Replacement
Term Loans, the final maturity date as specified in the applicable agreement; provided that, in each case, if such day is not a
Business Day, the Maturity Date shall be the Business Day immediately succeeding such day.


 


“Maximum Rate”
has the meaning specified in Section 10.10.


 


“MFN Adjustment”
has the meaning set forth in Section 2.14(e).


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto.


 


“Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which
a Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made or been
obligated to make contributions.


 


“Net Income”
means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in
respect of Preferred Stock dividends.


 






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“Net Proceeds”
means:


 


(a)            the
Asset Sale Prepayment Percentage of the cash proceeds actually received by the Parent Borrower or any of the Restricted Subsidiaries (including
any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment
receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only as and when received)
from any Disposition or Casualty Event, net of (i) out-of-pocket fees and expenses actually incurred in connection therewith (including
attorneys’ fees, accountants’ fees, investment banking fees, survey costs, title insurance premiums, and related search and
recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary
fees and expenses actually incurred in connection therewith), (ii) the principal amount of any Indebtedness (other than Indebtedness
owed to a Borrower Party) that is secured by a Lien (other than a Lien on Term Loan Priority Collateral that ranks pari passu with
or is junior to the Liens on the Term Loan Priority Collateral securing the Obligations) on the asset subject to such Disposition or Casualty
Event and that is required to be repaid in connection with such Disposition or Casualty Event (including ABL Priority Collateral
required to repay ABL Obligations but other than Indebtedness under the Loan Documents), together with any applicable premium, penalty,
interest, breakage costs and other similar amounts, (iii) in the case of any Disposition or Casualty Event by a non-wholly-owned
Restricted Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable
to minority interests and not available for distribution to or for the account of the Parent Borrower or a wholly-owned Restricted Subsidiary
as a result thereof, (iv) Taxes paid or reasonably estimated to be payable, directly or indirectly, as a result thereof (including
Taxes that are or would be imposed on the distribution or repatriation of any such Net Proceeds), (v) the amount of any reasonable
reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted
pursuant to clause (iv) above) (x) related to any of the applicable assets and (y) retained by the Parent Borrower or any
of the Restricted Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities related
to environmental matters or against any indemnification obligations and (vi) any funded escrow established pursuant to the documents
evidencing any such sale or disposition to secure any indemnification obligations or adjustments to the purchase price associated with
any such sale or disposition (provided that to the extent that any amounts are released from such escrow to the Parent Borrower or a Restricted
Subsidiary, such amounts net of any related expenses shall constitute Net Proceeds); provided that, at the option of the Borrowers,
the Parent Borrower may use all or any portion of such proceeds to acquire, maintain, develop, construct, improve, upgrade, replace or
repair assets used or useful in the business of the Parent Borrower or any of its Restricted Subsidiaries or to make Permitted Acquisitions
or any acquisition of all or substantially all the assets of, or all or a portion of the Equity Interests in, a Person or division or
line of business of a Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each
case within 18 months of such receipt, and such proceeds shall not constitute Net Proceeds except to the extent not, within 18 months
of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so
used within such 18 month period but within such 18-month period are contractually committed to be used, then upon the termination of
such contract or if such Net Proceeds are not so used within such 18-month period or, if later, 180 days from the entry into such contractual
commitment, then such remaining portion shall constitute Net Proceeds as of the date of such termination or expiry without giving effect
to this proviso (such period, the “Reinvestment Period”)); provided, further, that no proceeds realized
in a single transaction or series of related transactions shall constitute Net Proceeds unless (x) such Net Proceeds resulting therefrom
shall exceed $20,000,000 or (y) in any fiscal year, the aggregate Net Proceeds resulting therefrom shall exceed $40,000,000 in such
fiscal year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause (a)); and


 


(b)            100%
of the cash proceeds from the incurrence, issuance or sale by the Parent Borrower or any of the Restricted Subsidiaries of any
Indebtedness, or any sale or issuance of Qualified Equity Interests by the Parent Borrower or any direct or indirect parent of the Parent
Borrower, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment banking fees,
underwriting fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such incurrence, issuance
or sale; provided that with respect to any sale or issuance of Qualified Equity Interests (other than in the form of Disqualified
Equity Interests) by any direct or indirect parent of a Borrower, only the amount of cash from such sale or issuance of Qualified Equity
Interests contributed to the capital of a Borrower shall constitute the Net Proceeds of such sale or issuance.


 


For purposes of calculating
the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Parent Borrower or any of its Restricted Subsidiaries
shall be disregarded.


 


“New Refinancing
Revolving Credit Commitments” has the meaning specified in Section 2.15(a).


 


“New Refinancing
Term Commitments” has the meaning specified in Section 2.15(a).


 


“Non-Consenting Lender”
has the meaning specified in Section 3.07.


 


“Non-Defaulting Lender”
means, at any time, a Lender that is not a Defaulting Lender.


 






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“Non-Loan Party”
means any Restricted Subsidiary that is not a Loan Party.


 


“Note”
means a Term Note or a Revolving Credit Note, as the context may require.


 


“Obligations”
means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries arising
under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired
by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and other
amounts that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any Debtor Relief
Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and other amounts are allowed claims
in such proceeding; provided that (i) the Obligations shall exclude all Excluded Swap Obligations and (ii) in no event
shall “Obligations” include any obligations of any Loan Party arising under any Secured Hedge Agreement. Without limiting
the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and their Restricted Subsidiaries to the
extent they have obligations under the Loan Documents) include the obligation (including guarantee obligations) to pay principal, interest,
Letter of Credit fees, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any
Loan Party under any Loan Document (including any reimbursement obligations in respect of any of the foregoing that the Administrative
Agent has paid or advanced on behalf of such Loan Party pursuant to the terms of the Loan Documents).


 


“OFAC”
has the meaning specified in Section 5.18(c).


 


“Offered Amount”
has the meaning specified in Section 2.05(a)(v)(D)(1).


 


“Offered Discount”
has the meaning specified in Section 2.05(a)(v)(D)(1).


 


“OID” means
original issue discount.


 


“Organization Documents”
means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or
other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization
of such entity.


 


“Original Closing
Date” means August 6, 2019.


 


“Other Applicable
Indebtedness” has the meaning specified in Section 2.05(b)(vi).


 


“Other
Rate Early Opt-in” means the Administrative Agent and the Administrative Borrower have elected to replace LIBOR with
a Benchmark Replacement other than a SOFR-based rate pursuant to (1) an Early Opt-in Election and (2) Section 3.03(c)(ii) and
paragraph (2) of the definition of “Benchmark Replacement”.


 


“Other Taxes”
has the meaning specified in Section 3.01(b).


 


“Outstanding Amount”
means with respect to the Term Loans and Revolving Credit Loans on any date, the outstanding principal Dollar amount thereof after giving
effect to any borrowings and prepayments or repayments of Term Loans and Revolving Credit Loans, as the case may be, occurring on such
date.


 


“Over the Wall Person”
means any directors, officers or senior employees of any Agent or Agent-Related Person or any of their Affiliates who are required, in
accordance with industry regulations, or the applicable Agent or such Affiliate’s internal policies and procedures to act in a supervisory
or managerial capacity and the applicable Agent’s and such Affiliates’ internal legal, compliance, risk management, conflicts
clearance and other support personnel and credit and investment committee members.


 






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“Overnight Rate”
means, for any day, the greater of the Federal Funds Rate and an overnight rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.


 


“Parent Borrower”
has the meaning specified in the introductory paragraph to this Agreement.


 


“Participant”
has the meaning specified in Section 10.07(e).


 


“Participant Register”
has the meaning specified in Section 10.07(e).


 


“Participating Lender”
has the meaning specified in Section 2.05(a)(v)(C)(2).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Plan”
means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer
Plan, that is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and is sponsored or maintained
by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute,
or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five (5) plan years.


 


“Permitted Acquisition”
means any Investment of the type described in clause (3) of the definition of “Permitted Investments” or any acquisition
of assets constituting a business unit, book of business, line of business or division of, or all or substantially all of the assets of
another Person or any Equity Interests in a Person that becomes a Restricted Subsidiary, in each case, to the extent constituting a Permitted
Investment or permitted under Section 7.06.


 


“Permitted
Holder” means any of (i) any Management Stockholder, (ii) any Permitted Transferee of any of the foregoing
Persons and (iii) any “group” (within the meaning of Section 13(d) or Section 14(d) of the Exchange
Act as in effect on the Closing Date) of which any of the foregoing are members; provided that in the case of such “group”
and without giving effect to the existence of such “group” or any other “group,” such Persons specified in clauses
(i) or (ii) above, collectively, have beneficial ownership, directly or indirectly, of more than 50% of the aggregate ordinary
voting power represented by the issued and outstanding Equity Interests of the Parent Borrower held by such “group”.


 


“Permitted Investments”
means:


 


(1)            any
Investment by the Parent Borrower or any of its Restricted Subsidiaries in the Parent Borrower or any of its Restricted Subsidiaries;
provided that any Investment by the Loan Parties in Non-Loan Parties pursuant to this clause (1) shall be (x) made in
the ordinary course of business or (y) otherwise, shall not exceed an aggregate amount equal to the greater of (x) $90,000,000
and (y) 35.0% of Trailing Four Quarter Consolidated EBITDA (with the amount of each Investment and Consolidated EBITDA being measured
at the time such Investment is made and without giving effect to subsequent changes in value, but subject to adjustment as set forth in
the definition of Investment);


 


(2)            any
Investment in assets that were cash, Cash Equivalents or Investment Grade Securities when such Investment was made;


 


(3)            any
Investment by the Parent Borrower or any of its Restricted Subsidiaries in a Person (including, to the extent constituting an Investment
in assets of a Person that represents substantially all of its assets or a division, business unit, book of business, line of business
or product line of such Person) that is engaged (directly or through entities that will be Restricted Subsidiaries) in a business permitted
pursuant to Section 7.07, in each case, if as a result of such Investment:


 


(i)             such
Person becomes a Restricted Subsidiary; or


 






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(ii)            such
Person, in one transaction or a series of related transactions, is amalgamated, merged or consolidated with (to the extent such Person
is a Restricted Subsidiary), merged or consolidated into, or transfers or conveys substantially all of its assets (or such division, line
of business, book of business, business unit or product line) to, or is liquidated into, the Parent Borrower or any of its Restricted
Subsidiaries;


 


and,
in each case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation
of such amalgamation, merger, consolidation, transfer, conveyance or liquidation; provided that the aggregate amount of
Investments by Loan Parties pursuant to this clause (3) in assets (other than Equity Interests) that are not (or do not become at
the time of such acquisition) directly owned by a Loan Party or in Equity Interests of Persons that do not become Loan Parties, shall
not exceed the greater of $40,000,000 and 15.0% of Trailing Four Quarter Consolidated EBITDA; provided, further, if any acquisition
of Equity Interests made pursuant to this clause (3) is in connection with a Permitted Acquisition of a Person (or Persons) pursuant
to which greater than 60% of the Consolidated EBITDA attributable to such Person (or Persons) is directly generated by such Person (or
Persons) that become Guarantors, then the provisions set forth in this proviso shall not apply; provided, further, that
if any Investment made pursuant to this proviso is in Equity Interests of a Person that subsequently becomes a Loan Party, such Investment
shall thereafter be deemed permitted under clause (1) (without giving effect to the proviso thereto) and shall not be included as
having been made pursuant to this clause (3);


 


(4)            any
Investment in securities or other assets not constituting Cash Equivalents and received in connection with a Disposition made pursuant
to Section 7.05 hereof;


 


(5)            any
Investment (a) made in connection with the Transactions; or (b) existing on the Closing Date or made pursuant to binding commitments
in effect on the Closing Date, in each case under this clause (b) as listed under Schedule 1.01E, or an Investment consisting of
any extension, modification, replacement, renewal or reinvestment of any such Investment or binding commitment existing on the Closing
Date; provided that the amount of any such Investment or binding commitment may only be increased (i) as required by the terms
of such Investment or binding commitment as in existence on the Closing Date (including as a result of the accrual or accretion of interest
or OID or the issuance of pay-in- kind securities) or (ii) as otherwise permitted under this Agreement;


 


(6)            any
Investment acquired by the Parent Borrower or any of its Restricted Subsidiaries:


 


(i)              in
exchange for any other Investment, accounts receivable or endorsements for collection or deposit held by any the Parent Borrower or any
such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of, or settlement
of delinquent accounts and disputes with or judgments against, the issuer of such other Investment or accounts receivable (including any
trade creditor or customer); or


 


(ii)             in
satisfaction of judgments against other Persons; or


 


(iii)           as
a result of a foreclosure by the Parent Borrower or any of its Restricted Subsidiaries with respect to any secured Investment or other
transfer of title with respect to any secured Investment in default; or


 


(iv)           as
a result of the settlement, compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates;


 


(7)            Investments
in Swap Contracts permitted under Section 7.03(f), Cash Management Services permitted under Section 7.03(l) and ABL Banking
Services Obligations (as defined in the ABL Intercreditor Agreement);


 






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(8)            distributions
or payments of Securitization Fees;


 


(9)            Investments
the payment for which consists of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower; provided
that such Equity Interests will not increase the amount available for Restricted Payments under Section 7.06(a)(iii) and may
not be designated an Excluded Contribution;


 


(10)          guarantees
of Indebtedness which guarantees are permitted under Section 7.03, performance guarantees, guarantees of obligations other than Indebtedness
and Contingent Obligations incurred in the ordinary course of business and the creation of Liens on the assets of the Parent Borrower
or any of its Restricted Subsidiaries in compliance with Section 7.01;


 


(11)          any
transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 7.08
(except transactions described in clauses (a), (b), (f), (g), (j), (n), (q), (s), (w), (y) and (z) of such Section);


 


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


 


(13)          Investments
taken together with all other Investments made pursuant to this clause (13) (without giving effect to the sale of an Unrestricted Subsidiary
to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash, Cash Equivalents
or marketable securities) not to exceed the sum of (I) the greater of (x) $130,000,000 and (y) 50.0% of Trailing
Four Quarter Consolidated EBITDA and (II) unused amounts under clause (26) below and Section 7.06(b)(xxiii) (with the amount
of each Investment and Trailing Four Quarter Consolidated EBITDA being measured at the time such Investment is made and without giving
effect to subsequent changes in value but subject to adjustment as set forth in the definition of Investment);


 


(14)          Investments
in, or by, a Securitization Subsidiary that, in the good faith determination of the Administrative Borrower are necessary or advisable
to effect any Qualified Securitization Financing or any purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation
in connection with a Qualified Securitization Financing;


 


(15)          loans
and advances to, or guarantees of Indebtedness of, any future, present or former officers, directors, employees, independent contractors,
consultants, advisors, service providers and members of management (or their Controlled Investment Affiliates or Immediate Family Members)
of the Parent Borrower or any of its Restricted Subsidiaries in an aggregate amount not to exceed the greater of $19,000,000 and 7.50%
of Trailing Four Quarter Consolidated EBITDA (with the amount of each Investment being measured at the time such Investment is made and
without giving effect to subsequent changes in value, but subject to adjustment as set forth in the definition of Investment);


 


(16)          loans
and advances to or notes received from (i) employees, directors, officers, independent contractors, members of management, managers,
advisors, service providers and consultants of the Parent Borrower or any of its Restricted Subsidiaries for business-related travel expenses,
entertainment expenses, moving expenses and other similar expenses or payroll advances, in each case incurred in the ordinary course of
business or consistent with past practices or (ii) future, present and former employees, directors, officers, independent contractors,
members of management, managers, advisors, service providers and consultants of the Parent Borrower or any of its Restricted Subsidiaries
and, in each of the cases in clause (ii), their Controlled Investment Affiliates and Immediate Family Members, to fund such Person’s
purchase of Equity Interests of the Parent Borrower; provided that, to the extent such loans or advances are made in cash, the
amount of such loans and advances used to acquire such Equity Interest shall be contributed to such Borrower in cash as common equity;


 






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(17)          advances,
loans or extensions of trade credit in the ordinary course of business by the Parent Borrower or any of its Restricted Subsidiaries;


 


(18)          any
Investment in any Subsidiary or any joint venture in connection with intercompany cash management arrangements or related activities arising
in the ordinary course of business;


 


(19)          Investments
consisting of purchases and acquisitions of assets or services in the ordinary course of business;


 


(20)          Investments
made in the ordinary course of business in connection with obtaining, maintaining or renewing client contacts;


 


(21)          Investments
in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits
entered into as a result of the operations of the business in the ordinary course of business;


 


(22)          Investments
in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Article 4
customary trade arrangements with customers consistent with industry practices;


 


(23)          any
Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Parent 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 respective business, as applicable;


 


(24)          Investments
consisting of promissory notes and other deferred payment obligations and noncash consideration delivered as the purchase consideration
for a Disposition permitted by Section 7.05;


 


(25)          loans
and advances to any direct or indirect shareholder of the Parent Borrower in lieu of and not in excess of the amount of (after giving
effect to any other loans, advances or Restricted Payments in respect thereof) Restricted Payments to the extent permitted to be made
in cash to such shareholder in accordance with Section 7.06, such Investment being treated for purposes of the applicable clause
of Section 7.06 at the time such loan or advance is made, including any limitations, as if a Restricted Payment made pursuant to
such clause;


 


(26)          any
investment in a joint venture or other business permitted pursuant to Section 7.07 taken together with all other Investments made
pursuant to this clause (26) (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale
do not consist of, or have not been subsequently sold or transferred for, cash, Cash Equivalents or marketable securities) that are at
that time outstanding, not to exceed the greater of (x) $90,000,000 and (y) 35.0% of Trailing Four Quarter Consolidated
EBITDA (with the amount of each Investment being measured at the time made and without giving effect to subsequent changes in value, but
subject to adjustment as set forth in the definition of Investment); provided that if any Investment made pursuant to this proviso
is in Equity Interests of a Person that subsequently becomes a Loan Party, such Investment shall thereafter be deemed permitted under
clause (1) (without giving effect to the proviso thereto) and shall not be included as having been made pursuant to this clause (26);


 


(27)          Investments
in deposit accounts, securities accounts and commodities accounts maintained by any Borrower or any Restricted Subsidiary, so long as
such accounts are used only to maintain cash and Cash Equivalents;


 






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(28)          Investments
constituting promissory notes issued by any employee or independent contractors of the Parent Borrower or any of its Restricted Subsidiaries
in connection with any Permitted Acquisition permitted under this Agreement of a Person that becomes a Restricted Subsidiary as a result
thereof (the “Target”) by the Parent Borrower or any of its Restricted Subsidiaries in which such employee or independent
contractor purchases Equity Interests of the Target, which purchase is financed with funds loaned or advanced by the Parent Borrower or
any of its Restricted Subsidiaries to such employee in connection with such Permitted Acquisition; provided that no Event of Default
under Sections 8.01(a) or 8.01(f) (with respect to the Parent Borrower) has occurred and is continuing or would
result therefrom;


 


(29)          loans
and advances to employees or independent contractors of the Parent Borrower or any of its Restricted Subsidiaries so long as such loan
or advance (x) constitutes an advance of one-time payment for the purpose of recruitment or retention or (y) is made for the
purposes of funding of capital expenditures in the ordinary course of business;


 


(30)          Investments
consisting of cash earnest money deposits in connection with a Permitted Acquisition or other Investment permitted hereunder;


 


(31)          Loans
repurchased by the Parent Borrower or a Restricted Subsidiary pursuant to and in accordance with the terms of this Agreement so long as
such Loans are immediately cancelled;


 


(32)          Investments
so long as the Total Net Leverage Ratio (determined on a Pro Forma Basis) is no greater than 5.00 to 1.00;


 


(33)          Investments
made in connection with a Permitted Reorganization; and


 


(34)          Investments
in any Person to which any Borrower or any Restricted Subsidiary outsources operational activities or otherwise related to the outsourcing
of operational activities in the ordinary course of business in an aggregate amount not to exceed $2,500,000.


 


“Permitted Junior
Secured Refinancing Debt” has the meaning specified in Section 2.15(h)(i).


 


“Permitted Pari Passu
Secured Refinancing Debt” has the meaning specified in Section 2.15(h)(i).


 


“Permitted
Ratio Debt” means Indebtedness (including Acquired Indebtedness) incurred or assumed, or shares of Disqualified Equity Interests
issued, by the Parent Borrower or any of its Restricted Subsidiaries or shares of Preferred Stock issued by any Restricted Subsidiary
if and to the extent that (i) in the case of Indebtedness secured by any Applicable Lien, the First Lien Net Leverage Ratio would
have been no greater than 4.50 to 1.00, (ii) in the case of Indebtedness secured by Liens on the Collateral (other than Applicable
Liens), the Senior Secured Net Leverage Ratio would have been no greater than 5.75 to 1.00, or (iii) in the case of Indebtedness
that is unsecured, the Fixed Charge Coverage Ratio would have been no less than 2.00 to 1.00, in each case, determined on a Pro Forma
Basis with respect to the most recently ended Test Period preceding the date on which such Indebtedness is incurred or assumed or such
Disqualified Equity Interests or Preferred Stock is issued (or, in the case of Indebtedness under Designated Revolving Commitments, on
the date such Designated Revolving Commitments are established after giving Pro Forma Effect to the incurrence of the entire committed
amount of Indebtedness thereunder, in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed
and reborrowed, in whole or in part, from time to time, without further compliance with Section 7.03); provided that Non-Loan
Parties may not incur, assume, issue or guarantee Indebtedness or issue Disqualified Equity Interests or Preferred Stock the primary obligations
under which is outstanding in reliance on this definition or Section 7.03(w) (to the extent initially incurred, issued or assumed
under Section 7.03(s)) if, after giving Pro Forma Effect to such incurrence, issuance, guarantee or assumption, the aggregate principal
amount of Indebtedness, Disqualified Equity Interests and Preferred Stock of Non-Loan Parties the primary obligations under which are
outstanding in reliance on Section 7.03(s) or Section 7.03(w) (to the extent initially incurred, issued or assumed
under Section 7.03(s)) together with the aggregate principal amount of Indebtedness, Disqualified Equity Interests and Preferred
Stock of Non-Loan Parties the primary obligations under which are outstanding in reliance on (I) Section 7.03(g) or Section 7.03(w) (to
the extent initially incurred, issued or assumed under Section 7.03(g)) and (II) Section 7.03(aa) or Section 7.03(w) (to
the extent initially incurred, issued or assumed under Section 7.03(aa)), would exceed the greater of (x) $65,000,000 and (y) 25.0%
of Trailing Four Quarter Consolidated EBITDA, in each case determined at such time of incurrence, issuance, guarantee or assumption, plus,
in the event of any extension, replacement, refinancing, renewal or defeasance of such Indebtedness, Disqualified Equity Interests or
Preferred Stock pursuant to Section 7.03(s) or 7.03(w), the amount of any Refinancing Indebtedness incurred pursuant to Section 7.03(s) or
7.03(w) to finance (x) tender premium or penalty or premium required to be paid under the terms of the instrument or documents
governing such Indebtedness, Disqualified Equity Interests or Preferred Stock and any defeasance costs and (y) any fees and expenses
(including OID, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Equity Interests
or Preferred Stock; provided, that any Indebtedness incurred by any Loan Party pursuant to this definition (other than (I) any
Permitted Ratio Debt consisting of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge
facility is to be converted satisfies this criteria and (II) any Permitted Ratio Debt in an aggregate amount not to exceed the then
available Inside Maturity Basket), as of the relevant closing date, shall not have a final scheduled maturity date earlier than the Maturity
Date of Term B Loans and shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity
of the Term B Loans (prior to any extension thereto).


 






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“Permitted Reorganization”
means any re-organization or other similar activities among the Parent Borrower and its Restricted Subsidiaries related to Tax planning
and re-organization, so long as, after giving effect thereto, (a) the Loan Parties are in compliance with the Collateral and Guarantee
Requirement and Sections 6.11 and 6.13, (b) taken as a whole, the value of the Collateral securing the Obligations
and the Guarantees by the Guarantors of the Obligations are not materially reduced, (c) the Liens in favor of the Administrative
Agent for the benefit of the Secured Parties under the Collateral Documents are not materially impaired and (d) no Unrestricted Subsidiaries
are formed except as otherwise permitted under this Agreement (other than pursuant to this term).


 


“Permitted Repricing
Amendment” has the meaning set forth in Section 10.01.


 


“Permitted Transferees”
means, in the case of any Management Stockholder, (i) his or her executor, administrator, testamentary trustee, legatee or beneficiaries,
(ii) his or her spouse (or former spouse), parents, siblings, members of his or her immediate family (including adopted children
and step children) and/or direct lineal descendants or (iii) a trust, the beneficiaries of which, or a corporation or partnership,
the stockholders or partners of which, include only a Management Stockholder and his or her spouse (or former spouse), parents, siblings,
members of his or her immediate family (including adopted children) and/or direct lineal descendants.


 


“Permitted Unsecured
Refinancing Debt” has the meaning specified in Section 2.15(h)(i).


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by
any Loan Party (for any current or former employee or other service provider to any Loan Party) or, with respect to any such plan that
is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.


 


“Platform”
means IntraLinks, IntraAgency, SYNDTRAK or another similar electronic system.


 


“Pledged Debt”
has the meaning specified in the Security Agreement.


 


“Pledged Equity”
has the meaning specified in the Security Agreement.


 


“Preferred Stock”
means any Equity Interest with preferential rights of payment of dividends upon liquidation, dissolution or winding up to shares of Equity
Interests of any other class of such Person.


 


“Previously Absent
Financial Maintenance Covenant” means, at any time (x) any financial maintenance covenant that is not included in this
Agreement at such time and (y) any financial maintenance covenant that is included in this Agreement at such time but with covenant
levels and component definitions (to the extent relating to such financial maintenance covenant) in this Agreement that are less restrictive
on the Parent Borrower and their Restricted Subsidiaries than those in the applicable Incremental Amendment, Refinancing Amendment, Extension
Amendment or amendment in respect of Replacement Term Loans or any documents relating to Refinancing Term Loans or Refinancing Revolving
Credit Commitments, Incremental Equivalent Debt or Refinancing Indebtedness.


 






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“Pro
Forma Balance Sheet” means a pro forma consolidated balance sheet of the Company as of March 31, 2019, prepared
after giving effect to the Transactions as if the Transactions had occurred as of such date.


 


“Pro Forma Basis”
and “Pro Forma Effect” means, with respect to compliance with any test or covenant or calculation of any ratio hereunder,
the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with
Section 1.08.


 


“Pro Rata Share”
means, with respect to each Lender, at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator
of which is the amount of the Commitments and, if applicable and without duplication, Term Loans of such Lender under the applicable Facility
or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities
and, if applicable and without duplication, Term Loans under the applicable Facility or Facilities at such time; provided that,
in the case of the Revolving Credit Commitments of any Class, if such Commitments have been terminated, then the Pro Rata Share of each
Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to
any subsequent assignments made pursuant to the terms hereof.


 


“Proceeding”
has the meaning specified in Section 10.05.


 


“Proceeds”
has the meaning specified in the Security Agreement.


 


“Projections”
has the meaning specified in Section 6.01(c).


 


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


 


“Public Lender”
has the meaning specified in Section 6.02.


 


“QFC” has
the meaning specified in Section 10.22(b).


 


“QFC Credit Support”
has the meaning specified in Section 10.22.


 


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Loan Party that at the time the relevant guarantee or grant of the relevant security interest
becomes effective with respect to such Swap Obligation constitutes an “eligible contract participant” under the Commodity
Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant”
at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Qualified Equity
Interests” means any Equity Interests that are not Disqualified Equity Interests.


 


“Qualified
Primary Equity Offering” means the issuance by the Parent Borrower of its common Equity Interests in an underwritten
primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective
registration statement filed with the U.S. Securities and Exchange Commission in accordance with the Securities Act (whether alone or
in connection with a secondary public offering).


 


“Qualified
Securitization Financing” means any Securitization Financing of a Securitization Subsidiary that meets the following conditions:
(a) such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in
the aggregate economically fair and reasonable to the Parent Borrower and the Securitization Subsidiary and (b) all sales
and/or contributions of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value. The grant
of a security interest in any Securitization Assets of the Parent Borrower or any of the Restricted Subsidiaries (other than a Securitization
Subsidiary) to secure Indebtedness under this Agreement prior to engaging in any Securitization Financing shall not be deemed a Qualified
Securitization Financing.


 


“Qualifying Lender”
has the meaning specified in Section 2.05(a)(v)(D)(3).


 






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“Quarterly
Financial Statements” means the unaudited consolidated statement of operations of the Parent Borrower for the fiscal
quarters ending March 31, 2021 and June 30, 2021 and the related unaudited consolidated balance sheet as of the end of such
fiscal quarters.


 


“Real Property”
means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of
or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all
easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles
and contract rights and other property and rights incidental to the ownership, lease or operation thereof.


 


“Refinanced Debt”
has the meaning specified in Section 2.15(a).


 


“Refinanced Loans”
has the meaning specified in Section 2.15(h)(i).


 


“Refinancing Amendment”
has the meaning specified in Section 2.15(f).


 


“Refinancing Commitments”
has the meaning specified in Section 2.15(a).


 


“Refinancing Equivalent
Debt” has the meaning specified in Section 2.15(h)(i).


 


“Refinancing Facility
Closing Date” has the meaning specified in Section 2.15(d).


 


“Refinancing Lenders”
has the meaning specified in Section 2.15(c).


 


“Refinancing Loan”
has the meaning specified in Section 2.15(b).


 


“Refinancing Loan
Request” has the meaning specified in Section 2.15(a).


 


“Refinancing Indebtedness”
means (x) Indebtedness incurred by the Parent Borrower or any of its Restricted Subsidiaries, (y) Disqualified Equity Interests
issued by the Parent Borrower or any of its Restricted Subsidiaries or (z) Preferred Stock issued by any Restricted Subsidiary, which,
in each case, serves to extend, replace, refund, refinance, renew or defease any Indebtedness, Disqualified Equity Interests or Preferred
Stock, so long as:


 


(a)            the
principal amount (or accreted value, if applicable) of such new Indebtedness, the amount of such new Preferred Stock or the liquidation
preference of such new Disqualified Equity Interests does not exceed the principal amount of (or accreted value, if applicable), plus
any accrued and unpaid interest on, the Indebtedness, the amount of, plus any accrued and unpaid dividends on, the Preferred Stock, or
the liquidation preference of, plus any accrued and unpaid dividends on, the Disqualified Equity Interests, being so extended, replaced,
refunded, refinanced, renewed or defeased (such Indebtedness or Disqualified Equity Interests or Preferred Stock, the “Applicable
Refinanced Debt”), plus an amount equal to any existing commitments unutilized under such Applicable Refinanced Debt to the
extent permanently terminated at the time of incurrence of such Refinancing Indebtedness plus the amount of any tender premium or penalty
or premium required to be paid under the terms of the instrument or documents governing such Applicable Refinanced Debt and any defeasance
costs and any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance
of such new Indebtedness, Preferred Stock or Disqualified Equity Interests or the extension, replacement, refunding, refinancing, renewal
or defeasance of such Applicable Refinanced Debt;


 


(b)            unless
incurred pursuant to the then available Inside Maturity Basket, such Refinancing Indebtedness has a Weighted Average Life to Maturity
at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness,
Disqualified Equity Interests or Preferred Stock being extended, replaced, refunded, refinanced, renewed or defeased;


 


(c)            unless
incurred pursuant to the then available Inside Maturity Basket, such Refinancing Indebtedness has a final scheduled maturity date equal
to or later than the final scheduled maturity date of the Indebtedness, Preferred Stock or Disqualified Equity Interests being so extended,
replaced, refunded, refinanced, renewed or defeased (or, if earlier, the date that is 91 days after the Latest Maturity Date);


 






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(d)            to
the extent such Refinancing Indebtedness extends, replaces, refunds, refinances, renews or defeases (i) Subordinated Indebtedness
(other than Subordinated Indebtedness assumed or acquired in a Permitted Acquisition or any other acquisition and, in each case, not created
in contemplation thereof) such Refinancing Indebtedness is subordinated to the Obligations at least to the same extent as the Indebtedness
being extended, replaced, refunded, refinanced, renewed or defeased or (ii) Disqualified Equity Interests or Preferred Stock, such
Refinancing Indebtedness must be Disqualified Equity Interests or Preferred Stock, respectively;


 


(e)            if
the Applicable Refinanced Debt was unsecured, any Refinancing Indebtedness in respect thereof shall be unsecured; and


 


(f)             other
than any Person that is required to be an obligor or guarantor on the Applicable Refinanced Debt permitted under Section 7.03, no
Person shall be an obligor or guarantor on any Refinancing Indebtedness in respect thereof unless such Person is a Borrower or a Guarantor
of the Obligations;


 


provided,
further, that clauses (b) and (c) of this definition will not apply to any extension, replacement, refunding, refinancing,
renewal or defeasance of any Indebtedness other than Indebtedness incurred under Sections 7.03(m)(ii), (p), (s) or (t), (w) (to
the extent originally Refinancing Indebtedness in respect of the foregoing) or (z), any Subordinated Indebtedness (other than Subordinated
Indebtedness assumed or acquired in a Permitted Acquisition or any other acquisition and, in each case, not created in contemplation thereof),
Disqualified Equity Interests and Preferred Stock.


 


“Refinancing Revolving
Credit Commitments” has the meaning specified in Section 2.15(a).


 


“Refinancing Revolving
Credit Lender” has the meaning specified in Section 2.15(c).


 


“Refinancing Revolving
Loan” has the meaning specified in Section 2.15(b).


 


“Refinancing Term
Commitments” has the meaning specified in Section 2.15(a).


 


“Refinancing Term
Lender” has the meaning specified in Section 2.15(c).


 


“Refinancing Term
Loan” has the meaning specified in Section 2.15(b).


 


“Refunding Capital
Stock” has the meaning specified in Section 7.06(b)(ii).


 


“Register”
has the meaning specified in Section 10.07(d).


 


“Registered Equivalent
Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act
or other private placement transaction under the Securities Act of 1933, substantially identical notes (having the same guarantees) issued
in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.


 


“Reinvestment Period”
has the meaning specified in the definition of “Net Proceeds.”


 


“Rejection Notice”
has the meaning specified in Section 2.05(b)(vii).


 


“Related
Indemnified Person” of an Indemnitee means (1) any Controlling Person or Controlled Affiliate of such Person, (2) the
respective directors, officers, or employees of such Indemnitee or any of its Controlling Persons or Controlled Affiliates and (3) the
respective agents or representatives of such Indemnitee or any of its Controlling Persons or Controlled Affiliates, in the case of this
clause (3), acting on behalf of or at the instructions of such Indemnitee, such Controlling Person or such Controlled Affiliate; provided
that each reference to a Controlled Affiliate, director, officer or employee in this definition pertains to a Controlled Affiliate, director,
officer or employee involved in the negotiation, syndication, administration or enforcement of this Agreement and the Facilities.


 






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“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
shareholders, agents, representatives and advisors of such Person and of such Person’s Affiliates.


 


“Release”
means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing,
depositing, dispersing or migrating in, into, onto or through the Environment.


 


“Released Guarantor”
has the meaning specified in Section 11.09.


 


“Relevant Governmental
Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor
thereto.


 


“Replaced Term Loans”
has the meaning specified in Section 10.01.


 


“Replacement Term
Loans” has the meaning specified in Section 10.01.


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which
the otherwise applicable notice period has been waived by regulation or otherwise by the PBGC.


 


“Representatives”
has the meaning specified in Section 10.08.


 


“Repricing
Transaction” means (i) any prepayment, repayment, refinancing, substitution, replacement or conversion of all or a portion
of the Term B Loans with the proceeds of, or any conversion of Term B Loans into, any new or replacement tranche of broadly syndicated
senior secured first lien term loans, the primary purpose of which is to reduce the All-In Yield applicable to the Term B Loans so prepaid,
prepaid, refinanced, substituted replaced or converted (as determined by the Administrative Borrower in good faith), (ii) any amendment
to this Agreement the primary purpose of which is to reduce the All-In Yield applicable to the Term B Loans (as determined by the Administrative
Borrower in good faith) or (iii) any Lender is replaced pursuant to Section 3.07 as a result of its failure to consent
to an amendment, amendment and restatement or other modification of the Term B Loans the primary purpose of which is to reduce the All-In
Yield then in effect for the Term B Loans, in each case of clauses (i) through (iii) excluding any such reduction in All-In
Yield in connection with any Transformative Acquisition or “change of control” transaction.


 


“Request for Credit
Extension” means with respect to a Borrowing, continuation or conversion of Term Loans or Revolving Credit Loans, a Committed
Loan Notice.


 


“Required Class Lenders”
means, as of any date of determination, with respect to one or more Facilities, Lenders having more than 50% of the sum of (a) the
Total Outstandings under such Facility or Facilities and (b) the aggregate unused Commitments under such Facility or Facilities;
provided that the unused Commitments of, and the portion of the Total Outstandings under such Facility or Facilities held, or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a determination of the Required Class Lenders.


 


“Required Lenders”
means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings, (b) aggregate
unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment and
unused Revolving Credit Commitment of, and the portion of the Total Outstandings held, or deemed held by, any Defaulting Lender shall
be excluded for purposes of making a determination of Required Lenders.


 


“Rescindable
Amount” has the meaning defined in Section 2.12(b)(ii).


 






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“Resolution Authority”
means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


 


“Responsible
Officer” means the chief executive officer, president, vice president, chief financial officer, chief operating officer, chief
administrative officer, secretary or assistant secretary, controller, treasurer or assistant treasurer or other similar officer or Person
performing similar functions of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer
or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any
other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and
the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party. Unless otherwise specified, all references herein to
a “Responsible Officer” shall refer to a Responsible Officer of the Administrative Borrower.


 


“Restricted
Cash” means cash and Cash Equivalents which are listed as “Restricted” on the consolidated statement of financial
condition of the Parent Borrower and the Restricted Subsidiaries; provided, that (i) cash and Cash Equivalents restricted
under the Loan Documents, the ABL Financing Documents, or any other agreement, document or instrument evidencing Indebtedness that is
secured by Liens on the Collateral that rank pari passu with or junior to the Liens on the Collateral securing the Obligations
or the ABL Obligations shall not be deemed to be “Restricted Cash” as a result of such restrictions and (ii) cash and
Cash Equivalents maintained by any Foreign Subsidiary that is subject to minority shareholder approval before being distributed to the
Parent Borrower (a “Shareholder Restriction”) shall not be deemed to be “Restricted Cash” as a result of
such Shareholder Restriction.


 


“Restricted Investment”
means an Investment other than a Permitted Investment.


 


“Restricted Payment”
has the meaning specified in Section 7.06(a).


 


“Restricted Subsidiary”
means any Subsidiary of the Parent Borrower other than an Unrestricted Subsidiary; provided that upon the occurrence of an Unrestricted
Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”


 


“Returns”
means, with respect to any Investment, any dividends, distributions, interest, fees, premium, return of capital, repayment of principal,
income, profits (from a Disposition or otherwise) and other amounts received or realized by a Borrower or a Restricted Subsidiary in respect
of such Investment.


 


“Revolver Extension
Request” has the meaning provided in Section 2.16(b).


 


“Revolver Extension
Series” has the meaning provided in Section 2.16(b).


 


“Revolving Commitment
Increase” has the meaning specified in Section 2.14(a).


 


“Revolving Credit
Borrowing” means a borrowing consisting of Revolving Credit Loans of the same Class and Type and, in the case of Eurocurrency
Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders.


 


“Revolving
Credit Commitment” means, collectively, Incremental Revolving Credit Commitments, Extended Revolving Credit Commitments
and Refinancing Revolving Credit Commitments, if any.


 


“Revolving Credit
Exposure” means, as to each Revolving Credit Lender, the Outstanding Amount of such Revolving Credit Lender’s Revolving
Credit Loans and its Pro Rata Share or other applicable share provided for under the applicable Revolving Credit Facility of any letter
of credit obligations or swing line loan obligations at such time.


 


“Revolving Credit
Facility” means, at any time, the aggregate amount of the Revolving Credit Commitments at such time.


 






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“Revolving Credit
Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time or, if Revolving Credit Commitments
have terminated, Revolving Credit Exposure.


 


“Revolving Credit
Loans” means any Incremental Revolving Loan, any Refinancing Revolving Loan or any Extended Revolving Credit Loans, as the context
may require.


 


“Revolving Credit
Note” means a promissory note of the Borrowers payable to any Revolving Credit Lender or its registered assigns evidencing the
aggregate Indebtedness of the Borrowers to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving
Credit Lender to the Borrowers.


 


“S&P”
means Standard & Poor’s Ratings Services, a subsidiary of S&P Global Inc., and any successor thereto.


 


“Same Day Funds”
means immediately available funds.


 


“SEC” means
the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Second
Amendment” means that certain second amendment and amendment and restatement agreement to the Original Credit Agreement
dated as of October 27, 2021 among the Parent Borrower, the Guarantors party thereto, the Administrative Agent and each Lender party
thereto.


 


“Second
Lien Intercreditor Agreement” means either (a) an intercreditor agreement, substantially in the form of Exhibit K
hereto or (b) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent and the
Administrative Borrower, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall rank junior to
the Lien on the Collateral securing the Obligations under this Agreement, in each case with such modifications thereto as the Administrative
Agent and the Administrative Borrower may agree.


 


“Second Lien Obligations”
means the “Second Lien Obligations” as defined in the ABL Intercreditor Agreement.


 


“Secured Hedge Agreement”
means any Swap Contract permitted under Article VII that is entered into by and between any Borrower or any Restricted Subsidiary
and any Hedge Bank to the extent designated by the Administrative Borrower and such Hedge Bank as a “Secured Hedge Agreement”
in writing to the Administrative Agent; provided, that no such Swap Contract shall be designated as, or shall constitute, a Secured Hedge
Agreement if such Swap Contract constitutes a “Secured Hedge Agreement” (as defined in the ABL Credit Agreement). The designation
of any Secured Hedge Agreement shall not create in favor of such Hedge Bank any rights in connection with the management or release of
Collateral or of the obligations of any Guarantor under the Loan Documents.


 


“Secured Hedge Obligations”
means all obligations owing to any Hedge Bank by any Borrower or any Restricted Subsidiary under any Secured Hedge Agreement.


 


“Secured Obligations”
means, collectively, the Obligations and the Secured Hedge Obligations.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Arranger, the Lenders, the Hedge Banks and each co-agent or sub-agent appointed by
the Administrative Agent from time to time pursuant to Section 9.05.


 


“Securities Act”
means the Securities Act of 1933, as amended.


 


“Securitization Assets”
means (a) the accounts receivable, royalty or other revenue streams and other rights to payment subject to a Qualified Securitization
Financing and the proceeds thereof and (b) contract rights, lockbox accounts and records with respect to such accounts receivable
and any other assets customarily transferred together with accounts receivable in a securitization financing.


 






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“Securitization Fees”
means 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 and expenses (including reasonable fees and expenses of legal counsel) paid to a Person that is not a Securitization
Subsidiary in connection with any Qualified Securitization Financing.


 


“Securitization Financing”
means any transaction or series of transactions that may be entered into by the Parent Borrower or any of its Subsidiaries pursuant to
which the Parent Borrower or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in
the case of a transfer by the Parent Borrower or any of its Subsidiaries) or (b) any other Person (in the case of a transfer by a
Securitization Subsidiary), or may grant a security interest in, any Securitization Assets of the Parent Borrower or any of its Subsidiaries,
and any assets related thereto, including all collateral securing such Securitization Assets, all contracts and all guarantees or other
obligations in respect of such Securitization Assets, proceeds of such Securitization Assets and other assets that are customarily transferred
or in respect of which security interests are customarily granted in connection with asset securitization transactions involving Securitization
Assets.


 


“Securitization Repurchase
Obligation” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase
such assets arising as a result of a beach of a Standard Securitization Undertaking, including as a result of a receivable or portion
thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any
failure to take action by or any other event relating to the seller.


 


“Securitization Subsidiary”
means a wholly-owned Subsidiary of the Parent Borrower (or another Person formed for the purposes of engaging in a Qualified Securitization
Financing in which the Parent Borrower or any Subsidiary of the Parent Borrower makes an investment and to which the Parent Borrower or
any Subsidiary of the Parent Borrower transfers Securitization Assets and related assets) that engages in no activities other than in
connection with the financing of Securitization Assets of the Parent Borrower or its Subsidiaries, all proceeds thereof and all rights
(contingent and other), collateral and other assets relating thereto, and any business or activities incidental or related to such business,
and which is designated by the Board of Directors of the Administrative Borrower or such other Person (as provided below) as a Securitization
Subsidiary and (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed
by the Parent Borrower or any other Subsidiary of the Parent Borrower, other than another Securitization Subsidiary (excluding guarantees
of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings or Limited
Originator Recourse), (ii) is recourse to or obligates the Parent Borrower or any other Subsidiary of the Parent Borrower, other
than another Securitization Subsidiary, in any way other than pursuant to Standard Securitization Undertakings or Limited Originator Recourse
or (iii) subjects any property or asset of any the Parent Borrower or any other Subsidiary of the Parent Borrower, other than another
Securitization Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings or Limited Originator Recourse, (b) with which none of the Parent Borrower or any other Subsidiary of
the Parent Borrower, other than another Securitization Subsidiary, has any material contract, agreement, arrangement or understanding
other than on terms which the Administrative Borrower reasonably believes to be no less favorable to the Parent Borrower or such Subsidiary
than those that might be obtained at the time from Persons that are not Affiliates of the Parent Borrower and (c) to which none of
the Parent Borrower or any other Subsidiary of the Parent Borrower, other than another Securitization Subsidiary, has any obligation to
maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any
such designation by the Board of Directors of the Administrative Borrower or such other Person shall be evidenced to the Administrative
Agent by delivery to the Administrative Agent of a certified copy of the resolution of the Board of Directors of the Administrative Borrower
or such other Person giving effect to such designation and a certificate executed by a Responsible Officer certifying that such designation
complied with the foregoing conditions.


 


“Security Agreement”
means a security agreement substantially in the form of Exhibit F.


 


“Security Agreement
Supplement” has the meaning specified in the Security Agreement.


 


“Senior Representative”
means, with respect to any series of secured or subordinated Indebtedness permitted to be incurred under this Agreement, the trustee,
administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness
is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.


 






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“Senior Secured Net
Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Senior Secured Net Debt as of the
last day of such Test Period to (b) Consolidated EBITDA of the Parent Borrower for such Test Period.


 


“SOFR
Early Opt-in” means the Administrative Agent and the Administrative Borrower have elected to replace LIBOR pursuant to (1) an
Early Opt-in Election and (2) Section 3.03(c)(i) and paragraph (1) of the definition of “Benchmark Replacement”.


 


“Solicited Discount
Proration” has the meaning specified in Section 2.05(a)(v)(D)(3).


 


“Solicited Discounted
Prepayment Amount” has the meaning specified in Section 2.05(a)(v)(D)(1).


 


“Solicited Discounted
Prepayment Notice” means a written notice of the Administrative Borrower of Solicited Discounted Prepayment Offers made pursuant
to Section 2.05(a)(v)(D) substantially in the form of Exhibit E-6.


 


“Solicited Discounted
Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit E-7,
submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.


 


“Solicited Discounted
Prepayment Response Date” has the meaning specified in Section 2.05(a)(v)(D)(1).


 


“Solvent”
and “Solvency” mean, with respect to the Parent Borrower and its Subsidiaries on the Closing Date, after giving effect
to the Transactions and the incurrence of the indebtedness and obligations being incurred in connection therewith, that on such date (a) the
sum of the debt (including contingent liabilities) of the Parent Borrower and its Subsidiaries, taken as a whole, does not exceed the
present fair saleable value (on a going concern basis) of the assets of the Parent Borrower and its Subsidiaries, taken as a whole; (b) the
capital of the Parent Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Parent
Borrower and its Subsidiaries, taken as a whole, contemplated as of the Closing Date; and (c) the Parent Borrower and its Subsidiaries,
taken as a whole, do not intend to incur, or believe that they will incur, debts including current obligations beyond their ability to
pay such debts as they mature in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any
time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the
criteria for accrual under Statement of Financial Accounting Standard No. 5).


 


“SPC” has
the meaning specified in Section 10.07(h).


 


“Specified Discount”
has the meaning specified in Section 2.05(a)(v)(B)(1).


 


“Specified Discount
Prepayment Amount” has the meaning specified in Section 2.05(a)(v)(B)(1).


 


“Specified Discount
Prepayment Notice” means a written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.05(a)(v)(B) substantially
in the form of Exhibit E-8.


 


“Specified Discount
Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit E-9,
to a Specified Discount Prepayment Notice.


 


“Specified Discount
Prepayment Response Date” has the meaning specified in Section 2.05(a)(v)(B)(1).


 


“Specified Discount
Proration” has the meaning specified in Section 2.05(a)(v)(B)(3).


 






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“Specified Junior
Financing Obligations” means any obligations in respect of any Junior Financing in respect of which any Loan Party is an obligor
in a principal amount in excess of the Threshold Amount.


 


“Specified Post-Closing
Undertaking” has the meaning specified in Section 6.18.


 


“Specified Representations”
means those representations and warranties made by the Loan Parties in Sections 5.01(a) (only with respect to organizational existence
of the Loan Parties), 5.01(b), 5.02(a), 5.02(b)(i) (limited to any contravention arising out of the execution, delivery and performance
of the Loan Documents), 5.04, 5.12, 5.16, 5.18(a)(ii), 5.18(b), 5.18(c)(ii) and 5.19 (subject to the proviso at the end of Section 4.01(a)).


 


“Specified Transaction”
means (a) the Transactions, (b) any designation of operations or assets of the Parent Borrower or any of its Restricted Subsidiaries
as discontinued operations (as defined under GAAP), (c) any Investment that results in a Person becoming a Restricted Subsidiary,
(d) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, (e) any Permitted Acquisition,
(f) any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Parent Borrower or any Disposition
of a business unit, line of business, book of business or division of the Parent Borrower or any of its Restricted Subsidiaries, in each
case whether by merger, consolidation, amalgamation or otherwise or (g) any incurrence or repayment of Indebtedness (other than Indebtedness
incurred or repaid under any revolving credit facility or line of credit in the ordinary course of business for working capital purposes),
a Restricted Payment, Incremental Revolving Credit Commitment, Incremental Revolving Loan or Incremental Term Loan, in each
case, that by the terms of this Agreement requires a financial ratio or test to be calculated on a “Pro Forma Basis” or after
giving “Pro Forma Effect.”


 


“Standard Securitization
Undertakings” means representations, warranties, covenants and indemnities entered into by a Borrower or any Subsidiary of a
Borrower that are customary in a Securitization Financing.


 


“Submitted Amount”
has the meaning specified in Section 2.05(a)(v)(C)(1).


 


“Submitted Discount”
has the meaning specified in Section 2.05(a)(v)(C)(1).


 


“Subordinated Indebtedness”
means, with respect to the Obligations,


 


(a)            any
Indebtedness of any Borrower which is by its terms junior in right of payment to the Obligations, and


 


(b)            any
Indebtedness of any Guarantor which is by its terms junior in right of payment to the Guarantee of such entity of the Obligations.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (excluding, for the avoidance
of doubt, any charitable organizations and any other Person that meets the requirements of Section 501(c)(3) of the Code) of
which (i) a majority of the shares of securities or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the
time beneficially owned or (ii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries,
or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries”
shall refer to a Subsidiary or Subsidiaries of the Parent Borrower.


 


“Successor Parent
Borrower” has the meaning specified in Section 7.04(d).


 


“Supported QFC”
has the meaning specified in Section 10.22.


 


“Swap” means
any agreement, contract, or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange
Act.


 






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“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,
cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter
into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and
all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form
of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.


 


“Swap Obligation”
means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


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


 


“Syndication
Agent” means BofA Securities, Inc., in its capacity as syndication agent under this Agreement.


 


“Taxes”
means all present or future taxes, duties, levies, imposts, assessments or withholdings imposed by any Governmental Authority including
interest, penalties and additions to tax.


 


“Term B Commitment”
means, as to each Term Lender, its obligation to make a Term B Loan to the Borrowers pursuant to Section 2.01(a) in an aggregate
amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01A hereto under the caption “Term B Commitment”
or in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement (including Sections 2.14 and 2.06). The initial aggregate amount of the Term
B Commitments is $600,000,000.


 


“Term B Loans”
means the term loans made by the Lenders on the Closing Date to the Borrowers pursuant to Section 2.01(a).


 


“Term Borrowing”
means a borrowing consisting of Term Loans of the same Type and Class and, in the case of Eurocurrency Rate Loans, having the same
Interest Period, made by each of the Term Lenders pursuant to Section 2.01(a).


 


“Term Commitment”
means, as to each Term Lender, its obligation to make Term Loans to the Borrowers hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by
or to such Term Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment
or (iv) an Extension Amendment. The amount of each Term Lender’s Commitment is set forth on Schedule 1.01A hereto under
the caption “Term B Commitment” or

in the Assignment and Assumption, Incremental Amendment, Extension Amendment or Refinancing Amendment pursuant to which such Lender
shall have assumed, increased or decreased its Term Commitment, as the case may be.


 


“Term Lender”
means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.


 


“Term Loan”
means any Term B Loan, Incremental Term Loan, Refinancing Term Loan, Extended Term Loan or Replacement Term Loan, as the context
may require.


 






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“Term Loan Extension
Request” has the meaning provided in Section 2.16(a).


 


“Term Loan Extension
Series” has the meaning provided in Section 2.16(a).


 


“Term Loan Increase”
has the meaning specified in Section 2.14(a).


 


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


 


“Term Note”
means a promissory note of the Borrowers payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1
hereto, evidencing the aggregate Indebtedness of the Borrowers to such Term Lender resulting from the Term Loans made by such Term Lender.


 


“Term SOFR”
means, for the applicable corresponding tenor (or if any Available Tenor of a Benchmark does not correspond to an Available Tenor for
the applicable Benchmark Replacement, the closest corresponding Available Tenor and if such Available Tenor corresponds equally to two
Available Tenors of the applicable Benchmark Replacement, the corresponding tenor of the shorter duration shall be applied), the forward-looking
term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Test Period”
means, for any date of determination under this Agreement, the four consecutive fiscal quarters of the Parent Borrower most recently ended
as of such date of determination for which financial statements are available, which in the case of Applicable ECF Percentage shall also
be the fiscal year ended.


 


“Threshold Amount”
means $50,000,000.


 


“Total
Assets” means the total assets of the Parent Borrower and the Restricted Subsidiaries on a consolidated basis in accordance
with GAAP, as shown on the most recent balance sheet of the Parent Borrower delivered pursuant to Section 6.01(a) or (b) (and,
in the case of any determination relating to any incurrence of Indebtedness or any Investment, Restricted Payment or Permitted Acquisition
or other acquisition, on a Pro Forma Basis including any property or assets being acquired or disposed of in connection therewith) or,
for the period prior to the time any such statements are so delivered pursuant to Section 6.01(a) or (b), the Pro Forma Balance
Sheet.


 


“Total
Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of the last
day of such Test Period to (b) Consolidated EBITDA of the Parent Borrower for such Test Period.


 


“Total Outstandings”
means the aggregate Outstanding Amount of all Loans.


 


“Trailing Four Quarter
Consolidated EBITDA” means Consolidated EBITDA for the most recently ended Test Period (determined on a Pro Forma Basis in accordance
with Section 1.08).


 


“Transaction Expenses”
means any fees, premiums, expenses or other costs incurred or paid by the Parent Borrower or any of its Subsidiaries in connection with
the Transactions (including fees and expenses in connection with hedging transactions and this Agreement, the other Loan Documents, the
ABL Financing Documents, the Unsecured Financing Documents and the transactions contemplated hereby and thereby).


 


“Transactions”
means, collectively, (a) the funding of the Term B Loans and the issuance of the Unsecured Notes on the Closing Date and the
execution and delivery of Loan Documents, any amendment to the ABL Financing Documents and the execution and delivery of the Unsecured
Financing Documents to be entered into on the Closing Date, (b) the payment of Transaction Expenses and (e) the Closing Date
Refinancing.


 


“Transformative Acquisition”
means any acquisition by the Parent Borrower or any Restricted Subsidiary that (i) is not permitted by the terms of the Loan Documents
immediately prior to the consummation of such acquisition, (ii) if permitted by the terms of the Loan Documents immediately prior
to the consummation of such acquisition, would not provide the Parent Borrower and the other Restricted Subsidiaries with adequate flexibility
under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined
by the Administrative Borrower acting in good faith based on projections of the combined business (and such projections shall have been
delivered to the Administrative Agent) or (iii) results in a refinancing of the Term B Loans that involves an increase of such facility
in connection with such acquisition.


 






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“Treasury Capital
Stock” has the meaning specified in Section 7.06(b)(ii).


 


“Type”
means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.


 


“UK Financial Institution”
means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom
Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by
the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates
of such credit institutions or investment firms.


 


“UK Resolution Authority”
means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.


 


“Uniform Commercial
Code” or “UCC” means the Uniform Commercial Code (or similar code or statute) as the same may from time to
time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the
extent it may be required to perfect a security interest in or otherwise apply to any item or items of Collateral.


 


“United States”
and “U.S.” mean the United States of America.


 


“United States Tax
Compliance Certificate” has the meaning specified in Section 3.01(d)(ii)(C) and is in substantially the form of Exhibit I
hereto.


 


“Unrestricted Subsidiary”
means any Subsidiary of the Parent Borrower designated by the Board of Directors of the Administrative Borrower as an Unrestricted Subsidiary
pursuant to Section 6.14 subsequent to the Closing Date.


 


“Unsecured Financing
Documents” means the Unsecured Notes, the Unsecured Notes Indenture, the other “Notes Documents” (or such comparable
term) as defined in the Unsecured Notes Indenture and each of the other agreements, documents and instruments providing for or evidencing
any of the obligations thereunder, and any other document or instrument executed or delivered at any time in connection with the Unsecured
Notes, to the extent such are effective at the relevant time, as each may be refinanced from time to time.


 


“Unsecured
Notes” means the Parent Borrower’s 43⁄8% Senior Notes issued on the Closing Date under
the Unsecured Notes Indenture.


 


“Unsecured Notes
Indenture” means that certain Indenture, dated as of the date hereof, among the Parent Borrower, as issuer, and Ankura Trust
Company, LLC, as trustee.


 


“USA Patriot Act”
means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public
Law 107-56.


 


“U.S. Special Resolution
Regimes” has the meaning specified in Section 10.22.


 


“Weighted Average
Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:  (i) the
sum of the products obtained by multiplying (a) the amount of each then remaining scheduled installment, sinking fund, serial maturity
or other required scheduled payments of principal, including payment at final scheduled maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the
then outstanding principal amount of such Indebtedness; provided that AHYDO Payments and the effects of any prepayments or amortization
made on such Indebtedness shall be disregarded in making such calculation.


 






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“wholly-owned”
means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than
(x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable Law)
are owned by such Person and/or by one or more wholly-owned Subsidiaries of such Person.


 


“Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution
Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or
any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations
of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised
under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related
to or ancillary to any of those powers.


 


“Yen” means
the lawful currency of Japan.


 


Section 1.02     Other
Interpretive Provisions.


 


With reference to this Agreement
and each other Loan Document, unless otherwise specified herein or in such other Loan Document:


 


(a)          The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)          The
words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used
in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.


 


(c)          References
in this Agreement to an Exhibit, Schedule, Article, Section, clause or subclause refer (A) to the appropriate Exhibit or Schedule
to, or Article, Section, clause or subclause in this Agreement or (B) to the extent such references are not present in this Agreement,
to the Loan Document in which such reference appears.


 


(d)          The
term “including” is by way of example and not limitation.


 


(e)          The
word “or” is not exclusive.


 


(f)           The
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements
and other writings, however evidenced, whether in physical or electronic form.


 


(g)          In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from and
including”; the words “to” and “until” each mean “to but excluding”; and the word “through”
means “to and including.”


 


(h)          Section headings
herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.


 


(i)           For
purposes of determining compliance with any Section of Article VII at any time, in the event that any Lien, Investment, Indebtedness
(at the time of incurrence or upon application of all or a portion of the proceeds thereof as permitted under the Loan Documents), Disposition,
Restricted Payment, Affiliate transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of one or more than
one of the categories of transactions permitted pursuant to any clause of such Sections, such transaction (or portion thereof) at any
time shall be permitted under one or more of such clauses as determined by the Administrative Borrower in its sole discretion at such
time (or any later time from time to time, in each case, as determined by the Administrative Borrower in its sole discretion at
such time) and thereafter may be reclassified by the Administrative Borrower in any manner not prohibited by this Agreement.


 






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(j)           The
words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 


(k)          All
references to any Person shall be constructed to include such Person’s successors and assigns (subject to any restriction on assignment
set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or
all of the functions thereof.


 


(l)           The
words “principal amount” shall include the liquidation preference of any Disqualified Equity Interests and Preferred Stock.


 


(m)         For
avoidance of doubt, except where the context shall otherwise require, any reference to any employee, director, officer, member of management,
independent contractor, advisor, service provider or consultant shall refer to any future, current or former employee, director, officer,
member of management, independent contractor, advisor, service provider or consultant.


 


(n)          All
references to “in the ordinary course of business” of any Borrower or any Subsidiary thereof means (i) in the
ordinary course of business of, or in furtherance of an objective that is in the ordinary course of business of any Borrower or such Subsidiary,
as applicable, (ii) customary and usual in the industry or industries of the Borrowers and their Subsidiaries in the United
States or any other jurisdiction in which the Borrowers or any Subsidiary does business, as applicable, or (iii) generally
consistent with the past or current practice of the Borrowers or such Subsidiary, as applicable, or any similarly situated businesses
in the United States or any other jurisdiction in which the Borrowers or any Subsidiary does business, as applicable.


 


(o)          All
references to “knowledge” of any Loan Party or any Restricted Subsidiary means the actual knowledge of a Responsible Officer.


 


(p)          All
certifications to be made hereunder by an officer or representative of a Loan Party shall be made by such person in his or her capacity
solely as an officer or a representative of such Loan Party, on such Loan Party’s behalf and not in such Person’s individual
capacity.


 


(q)          Any
reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar
term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited
liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,
consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited
liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary,
Restricted Subsidiary, Unrestricted Subsidiary, joint venture or any other like term shall also constitute such a Person or entity), and
to the extent any covenant in any Loan Document is applicable to such limited liability company immediately prior to such division, such
covenant shall apply to any Person resulting from such division immediately after such division. For the avoidance of doubt, for purposes
of Section 6.11, any Person resulting from such division of a Restricted Subsidiary constitutes a new Restricted Subsidiary that
is created or acquired after the Closing Date.


 


Section 1.03     Accounting
Terms.


 


All
accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity
with, GAAP, except as otherwise specifically prescribed herein. Notwithstanding anything to the contrary contained herein, all such financial
statements shall be prepared without giving effect to any election under FASB ASC 825 (or any similar accounting principle) permitting
a Person to value its financial liabilities at the fair value thereof. Notwithstanding any other provision contained herein, (a) any
obligation of any Person that would have been treated as an operating lease for purposes of GAAP as of December 14, 2018 (whether
or not such obligation was in effect on such date) shall be accounted for as an operating lease for purposes of this Agreement, notwithstanding
any actual or proposed change in GAAP (whether on a prospective or retroactive basis) after such date and shall not be treated as Indebtedness,
Attributable Indebtedness or a Capitalized Lease and (b) all terms of an accounting or financial nature used herein shall be construed,
and all computations of amounts and ratios referred to herein shall be made, without giving effect to Statement of Financial Accounting
Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect).


 






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Section 1.04     Rounding.


 


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


 


Section 1.05     References
to Agreements, Laws, Etc.


 


Unless
otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents, the ABL
Financing Documents and the Unsecured Financing Documents) and other Contractual Obligations shall be deemed to include all subsequent
amendments, restatements, refinancings, extensions, supplements and other modifications thereto, but only to the extent that such amendments,
restatements, refinancings, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references
to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such
Law.  Any term or section reference herein or in the other Loan Documents which refers to a defined term or section reference in
any Organization Document, agreement, Contractual Obligation or Law shall be deemed to be a cross-reference to the same or comparable
defined term or section reference, as applicable, in any such amendment, refinancing, restatement, renewal, restructuring, extension,
supplement or other modification to such Organization Document, agreement, Contractual Obligation or any such consolidation, amendment,
replacement, supplement or interpretation of such Law.


 


Section 1.06     Times
of Day.


 


Unless otherwise specified,
all references herein to times of day shall be references to New York, New York time (daylight or standard, as applicable).


 


Section 1.07     Timing
of Payment or Performance.


 


Except
as otherwise provided herein, when the payment of any obligation or the performance of any covenant, duty or obligation is stated
to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition
of Interest Period) or performance shall extend to the immediately succeeding Business Day.


 


Section 1.08     Pro
Forma Calculations.


 


(a)            Notwithstanding
anything to the contrary herein, financial ratios and tests, including the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio,
the First Lien Net Leverage Ratio, the Fixed Charge Coverage Ratio and compliance with covenants determined by reference to Consolidated
EBITDA or Total Assets, shall be calculated in the manner prescribed by this Section 1.08; provided that notwithstanding anything
to the contrary in clauses (b), (c), (d) or (e) of this Section 1.08, (A) when calculating any such ratio or test
for purposes of the definition of “Applicable Rate”, the events described in this Section 1.08 that occurred subsequent
to the end of the applicable Test Period shall not be given pro forma effect and (B) when calculating any such ratio or test
for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of such Indebtedness shall
be excluded from the pro forma calculation of any applicable ratio or test for purposes of determining net Indebtedness. In addition,
whenever a financial ratio or test is to be calculated on a pro forma basis, the reference to the “Test Period” for
purposes of calculating such financial ratio or test shall be deemed to be a reference to, and shall be based on, the most recently ended
Test Period for which internal financial statements of the Parent Borrower are available (as determined in good faith by the Administrative
Borrower). For the avoidance of doubt, the provisions of the foregoing sentence shall not apply for purposes of calculating any such ratio
or test for purposes of the definition of “Applicable Rate”, which shall be based on the financial statements delivered pursuant
to Section 6.01(a) or (b), as applicable, for the relevant Test Period.


 






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(b)            For
purposes of calculating any financial ratio or test or compliance with any covenant determined by reference to Consolidated EBITDA or
Total Assets, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause
(d) of this Section 1.08 (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit))
that have been made (i) during the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent
to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated
on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA, Total
Assets and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of
the applicable Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period). If since the beginning of
any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with
or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified
Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or Consolidated
EBITDA or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08.


 


(c)            Whenever
pro forma effect is to be given to the Transactions, a Specified Transaction or the implementation of an operational initiative
or operational change, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer
of the Administrative Borrower and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, operating
expense reductions, operating initiatives, other operating improvements and synergies projected by the Administrative Borrower in good
faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (in the good faith determination
of the Administrative Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions, operating
initiatives, other operating improvements and synergies had been realized on the first day of such period and as if such cost savings,
operating expense reductions and synergies were realized during the entirety of such period) and “run-rate” means the
full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial
steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s
compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such actions,
and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any
subsequent Test Period in which the effects thereof are expected to be realized relating to the Transactions, such Specified Transaction
or such implementation of an operational initiative or operational change; provided that (A) such amounts are reasonably identifiable
and factually supportable in the good faith judgment of the Administrative Borrower, (B) except as set forth in the definition of
Consolidated EBITDA, such actions are taken, committed to be taken or with respect to which substantial steps have been taken or are expected
to be taken no later than twenty-four (24) months after the date of the Transactions, such Specified Transaction or implementation of
such operational initiative or operational change, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative
of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro
forma adjustment or otherwise, with respect to such period, (D) it is understood and agreed that, subject to compliance with
the other provisions of this Section 1.08(c), amounts to be included in pro forma calculations pursuant to this Section 1.08(c) may
be included in Test Periods in which the Specified Transaction to which such amounts relate to is no longer being given pro forma
effect pursuant to Section 1.08(b) and (E) any increase in Consolidated EBITDA as a result of cost savings, operating expense
reductions, operating initiatives, other operating improvements and synergies pursuant to this Section 1.08(c) (other than related
to the Transactions) shall be subject to the limitation set forth in clause (a)(vii) of the definition of Consolidated EBITDA.


 






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(d)            In
the event that (w) the Parent Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or repays
(including by redemption, repayment, amortization, retirement, discharge, defeasance or extinguishment) any Indebtedness (other than Indebtedness
incurred or repaid under any revolving credit facility or line of credit), (x) the Parent Borrower or any of its Restricted Subsidiaries
issues, repurchases or redeems Disqualified Equity Interests, (y) any Restricted Subsidiary issues, repurchases or redeems Preferred
Stock or (z) any Borrower or any of its Restricted Subsidiaries establishes or eliminates (or designates or undesignates) any Designated
Revolving Commitments, in each case included in the calculations of any financial ratio or test, (i) during the applicable Test Period
or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation
of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment
of Indebtedness, or such issuance or redemption of Disqualified Equity Interests or Preferred Stock, in each case to the extent required,
as if the same had occurred on the last day of the applicable Test Period (except in the case of the Fixed Charge Coverage Ratio (or similar
ratio), in which case such incurrence, assumption, guarantee, redemption, repayment, retirement, discharge, defeasance or extinguishment
of Indebtedness or such issuance, repurchase or redemption of Disqualified Equity Interests or Preferred Stock will be given effect, as
if the same had occurred on the first day of the applicable Test Period) and for all purposes, such financial ratio or test shall be calculated
giving pro forma effect to the full amount of any undrawn Designated Revolving Commitments as if such full amount of Indebtedness thereunder
had been incurred thereunder throughout such period.


 


(e)            If
any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall
be calculated as if the rate in effect on the date of the event for which the calculation of the Fixed Charge Coverage Ratio (or similar
ratio) is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to
such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by
a Financial Officer of the Administrative Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate,
a Eurocurrency Rate interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if
none, then based upon such optional rate chosen as the Parent Borrower or such Restricted Subsidiaries may designate.


 


(f)            (I) In
connection with the calculation of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio
or the Fixed Charge Coverage Ratio for purposes of incurring Indebtedness (including Preferred Stock) or Disqualified Equity Interests
under this Agreement, no effect (pro forma or otherwise) shall be given to any Indebtedness (or Preferred Stock) or Disqualified Equity
Interests being incurred (or commitments obtained) on the same date (or on a such other subsequent date which otherwise require Pro Forma
Effect to be given to such incurrence (or obtaining of commitments)) pursuant to any fixed dollar basket or basket based on Consolidated
EBITDA; and (II) in connection with the calculation of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the First
Lien Net Leverage Ratio or the Fixed Charge Coverage Ratio for purposes of incurring any Lien under this Agreement, no effect (pro forma
or otherwise) shall be given to any Liens being incurred on the same date (or on a such other subsequent date which otherwise require
Pro Forma Effect to be given to such incurrence) pursuant to any fixed dollar basket or basket based on Consolidated EBITDA.


 






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(g)            Notwithstanding
anything in this Agreement or any Loan Document to the contrary, when (a) determining compliance with any provision of this Agreement
which requires the calculation of the Fixed Charge Coverage Ratio, the First Lien Net Leverage Ratio, the Senior Secured Net Leverage
Ratio or the Total Net Leverage Ratio, (b) determining compliance with any provision of this Agreement which requires that no Default
or Event of Default has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this
Agreement which requires compliance with any representations and warranties set forth herein or (d) testing availability under baskets
set forth in this Agreement (including baskets measured as a percentage of Consolidated EBITDA), in each case in connection with a Limited
Condition Transaction, the date of determination of such ratio or other provisions, determination of whether any Default or Event of Default
has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the availability
under any baskets shall, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option
in connection with any Limited Condition Transaction, an “LCT Election”, which LCT Election may be in respect of one
or more of clauses (a), (b), (c) and (d) above), be deemed to be the date the definitive agreements (or other relevant definitive
documentation) for such Limited Condition Transaction are entered into (the “LCT Test Date”). If on a pro forma
basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith
(including any incurrence or issuance of Indebtedness, Disqualified Equity Interests or Preferred Stock and the use of proceeds thereof),
with such ratios and other provisions calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning
of the most recent Test Period ending prior to the LCT Test Date for which internal financial statements are available (as determined
in good faith by the Administrative Borrower), the Parent Borrower could have taken such action on the relevant LCT Test Date in compliance
with the applicable ratios, default provisions or other provisions, such ratios, default provisions or other provisions shall be deemed
to have been complied with on such date. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios, default
provisions or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in Consolidated
EBITDA or other components of such ratio (including due to fluctuations of the Target of any Limited Condition Transaction, including
its cash and Cash Equivalents or the amount of such Indebtedness)) or other provisions at or prior to the consummation of the relevant
Limited Condition Transaction, such ratios, default provisions or other provisions will not be deemed to have been exceeded or failed
to have been satisfied as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is
permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such
Limited Condition Transaction or related Specified Transactions. If the Administrative Borrower has made an LCT Election for any Limited
Condition Transaction, then in connection with any subsequent calculation of any ratio, basket availability or compliance with any other
provision hereunder on or following the relevant LCT Test Date and prior to the earliest of the date on which such Limited Condition Transaction
is consummated and the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation
of such Limited Condition Transaction, any such ratio, basket or compliance with any other provision hereunder shall be calculated on
a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence
or issuance of Indebtedness, Disqualified Equity Interests or Preferred Stock, and the use of proceeds thereof) had been consummated on
the LCT Test Date; provided that for purposes of any such calculation of the Fixed Charges Coverage Ratio, Fixed Charges will be
calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based
on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such
indicative interest margin exists, as reasonably determined by the Administrative Borrower in good faith.


 


Section 1.09     Currency
Generally.


 


For purposes of determining
compliance with Sections 7.01, 7.03, 7.05, 7.06 and 7.13 and the definition of Permitted Investments with respect to any amount of Indebtedness
or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of
currency exchange occurring after the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at
the time incurred, made or acquired, was permitted hereunder).


 


For purposes of determining
the Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio, the Total Net Leverage Ratio or any other leverage-based ratio
or test under this Agreement, the amount of Indebtedness shall reflect the currency translation effects, determined in accordance with
GAAP, of Swap Contracts permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date
of determination of the Dollar equivalent of such Indebtedness.


 


Article II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


Section 2.01     The
Loans.


 


(a)            The
Term Borrowings. (i) Subject to the terms and conditions set forth herein and in the Second Amendment, each Term Lender severally
agrees to make to the Parent Borrower on the Closing Date one or more loans denominated in Dollars in an aggregate amount not to exceed
the amount of such Term Lender’s Term B Commitment; and (ii) subject to the terms and conditions set forth in any Incremental
Amendment or Refinancing Amendment providing for, as applicable, the making, exchange, renewal, replacement or refinancing of Term Loans,
each Term Lender party thereto severally agrees to, as applicable, make, exchange, renew or replace Term Loans on the date specified therein
in an aggregate amount not to exceed the amount of such Term Lender’s applicable Term Commitment as set forth therein. Amounts borrowed,
exchanged, renewed or replaced under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be Base
Rate Loans or Eurocurrency Rate Loans, as further provided herein.


 






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(b)            [Reserved].


 


Section 2.02     Borrowings,
Conversions and Continuations of Loans.


 


(a)            Each
Term Borrowing, each conversion of Term Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made
upon the Administrative Borrower’s irrevocable notice to the Administrative Agent (provided that the notices in respect of
the initial Credit Extensions, or in connection with any Permitted Acquisition or other transaction permitted under this agreement, may
be conditioned on the occurrence of the Closing Date or the occurrence of such Permitted Acquisition or other transaction, as applicable,
so long as the Borrowers indemnify the Lenders for any amounts that would be payable under Section 3.05), which may be given by (A) telephone,
or (B) a Committed Loan Notice; provided that any telephonic notice (which shall be accompanied by an electronic mail notice
prior to funding) by the Administrative Borrower must be confirmed promptly by delivery to the Administrative Agent of a written Committed
Loan Notice no later than the date of funding, appropriately completed and signed by a Responsible Officer of the Administrative Borrower. 
Each such Committed Loan Notice must be received by the Administrative Agent not later than 12:00 noon (x) three (3) Business
Days prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans, any conversion of Base Rate Loans to Eurocurrency
Rate Loans or any Borrowing of, continuation of or conversion into Loans that are denominated in a currency other than Dollars pursuant
to Section 2.02(a)(vi) below or (y) on the requested date of any Borrowing of Base Rate Loans. Except as provided in Section 2.14,
2.15 or 2.16, each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000,
or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.14, 2.15 or 2.16, each Borrowing of or conversion
to Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed
Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are requesting a Term Borrowing, a conversion
of Term Loans from one Type to the other or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing,
conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed,
converted or continued, (iv) the Class and Type of Loans to be borrowed or the Type of Loans to which existing Term Loans are
to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, (vi) with respect to Eurocurrency
Rate Loans only, the currency of Loans to be borrowed, converted or continued, (vii) the Parent Borrower or Subsidiary Borrower to
which such Loan shall be made and (viii) wire instructions of the account(s) to which funds are to be disbursed (it being understood,
for the avoidance of doubt, that the amount to be disbursed to any particular account may be less than the minimum or multiple limitations
set forth above so long as the aggregate amount to be disbursed to all such accounts pursuant to such Borrowing meets such minimums and
multiples). If the Administrative Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable
Loans shall made or continued as the same Type of Loan, which if a Eurocurrency Rate Loan shall have a one month Interest Period. Any
such automatic continuation of Eurocurrency Rate Loans shall be effective as of the last day of the Interest Period then in effect with
respect to the applicable Eurocurrency Rate Loans. If the Administrative Borrower requests a Borrowing of, conversion to, or continuation
of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified
an Interest Period of one (1) month.


 


(b)            Following
receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share or
other applicable share provided for under this Agreement of the applicable Class of Loans, and if no timely notice of a conversion
or continuation is provided by the Administrative Borrower, the Administrative Agent shall notify each Lender of the details of any automatic
continuation of Eurocurrency Rate Loans or continuation of Loans described in Section 2.02(a). In the case of each Borrowing, each
Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s
Office not later than 2:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. The Administrative Agent shall
make all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by (i) crediting
the account(s) of the Borrowers on the books of the Administrative Agent with the amount of such funds or (ii) wire transfer
of such funds, in each case in accordance with instructions provided by the Borrowers to (and reasonably acceptable to) the Administrative
Agent.


 






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(c)            Except
as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such
Eurocurrency Rate Loan unless the Borrowers pay the amount due, if any, under Section 3.05 in connection therewith. During the occurrence
and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require by notice to the Borrowers
that no Loans may be converted to or continued as Eurocurrency Rate Loans.


 


(d)            The
Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency
Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate by the Administrative Agent shall be conclusive
in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers
and the Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the
public announcement of such change.


 


(e)            After
giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as
the same Type, there shall not be more than ten (10) Interest Periods in effect unless otherwise agreed between the Borrowers and
the Administrative Agent.


 


(f)            The
failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation,
if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender
to make the Loan to be made by such other Lender on the date of any Borrowing.


 


(g)            Unless
the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing, or in the case of Base Rate Loans,
prior to 1:00 p.m. on the date of such Borrowing, that such Lender will not make available to the Administrative Agent such Lender’s
Pro Rata Share or other applicable share provided for under this Agreement of such Borrowing, the Administrative Agent may assume that
such Lender has made such Pro Rata Share or other applicable share provided for under this Agreement available to the Administrative Agent
on the date of such Borrowing in accordance with paragraph (b) above, and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds
available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender
and the Borrowers severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative
Agent at (i) in the case of the Borrowers, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in
the case of such Lender, the Overnight Rate plus any administrative, processing, or similar fees customarily charged by the Administrative
Agent in accordance with the foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts
owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrowers and such Lender shall
pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to
the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing
to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment
by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment
to the Administrative Agent.


 


(h)            Notwithstanding
anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection
with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless
settlement mechanism approved by the Administrative Borrower, the Administrative Agent and such Lender.


 






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Section 2.03     [Reserved].


 


Section 2.04     [Reserved].


 


Section 2.05     Prepayments.


 


(a)            Optional.
(i)  The Borrowers may, upon notice to the Administrative Agent by the Borrowers, at any time or from time to time voluntarily prepay
any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or
penalty (other than as required by Section 3.05 and except as provided in Section 2.05(a)(vi) below); provided that
(1) such notice must be received by the Administrative Agent not later than 11:30 a.m. (A) three (3) Business Days
prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment
of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $500,000 in excess thereof or,
in each case, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in
a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal
amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of
Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of
the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such
notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due
and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon,
together with any additional amounts required pursuant to Section 2.05(a)(vi) and Section 3.05. In the case of each prepayment
of the Loans pursuant to this Section 2.05(a), the Borrowers may in its sole discretion select the Class or Classes of Borrowing
or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders
in accordance with their respective Pro Rata Shares or other applicable share provided for under this Agreement. Notwithstanding anything
to the contrary in this Agreement, (x) after any Extension, the Borrower may voluntarily prepay any Borrowing of any Class of
non-extended Term Loans or non-extended Revolving Credit Loans (and terminate the related Revolving Credit Commitment) pursuant to which
the related Extension Request was made without any obligation to prepay the corresponding Extended Term Loans or may voluntarily prepay
any Borrowing of any Extended Term Loans or Extended Revolving Credit Loans (and terminate the related Extended Revolving Credit Commitment)
pursuant to which the related Extension Request was made without any obligation to voluntarily prepay the corresponding non-extended Term
Loans or non-extended Revolving Credit Loans and (y) after the incurrence or issuance of any Incremental Term Loans, Incremental
Revolving Loans, Refinancing Term Loans, Refinancing Revolving Loans or Replacement Term Loans, the Borrower may voluntarily prepay (and
terminate the related Commitment with respect to) any Borrowing of any Term B Loans or Revolving Credit Loans without any obligation to
voluntarily prepay (or terminate the related Commitment with respect to) any Class of Incremental Term Loans, Incremental Revolving
Loans, Refinancing Term Loans, Refinancing Revolving Loans or Replacement Term Loans, or may voluntarily prepay (and terminate the related
Commitment with respect to) any Borrowing of any Class of Incremental Term Loans, Incremental Revolving Loans, Refinancing Term
Loans, Refinancing Revolving Loans or Replacement Term Loans without any obligation to voluntarily prepay (or terminate the related Commitment
with respect to) the Term B Loans, any other Term Loans or any Revolving Credit Loans; provided that any Incremental Loans effected as
a Term Loan Increase or a Revolving Commitment Increase to any existing Class of Term Loans or Revolving Credit Loans and such existing
Class of Term Loans or Revolving Credit Loans, as applicable, shall in all events be voluntarily prepaid on a pro rata basis.


 


(ii)            [Reserved].


 


(iii)            Notwithstanding
anything to the contrary contained in this Agreement, the Borrowers may rescind (or delay the date of prepayment identified in) any notice
of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of all or a portion of the
applicable Facility or the occurrence of another event, which refinancing or other event shall not be consummated or shall otherwise be
delayed; provided that the Borrowers shall pay to the applicable Lenders all amounts payable under Section 3.05 in connection with
such rescission.


 


(iv)            Voluntary
prepayments (including contributions, assignments, open market purchases or transfers of any Class of Term Loans to the Borrowers
under Section 10.07(l), which shall be deemed voluntary prepayments of the principal amount of the applicable Term Loans for purposes
of this paragraph) of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal
thereof pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrowers and specified in the notice of
prepayment (and absent such direction, in direct order of maturity); and, subject to the other limitations expressly set forth in this
Agreement, the Borrowers may elect to apply voluntary prepayments of Term Loans to one or more Class or Classes of Term Loans selected
by the Borrowers.


 






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(v)            Notwithstanding
anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07,
so long as no Event of Default has occurred and is continuing, any Borrower Party may (i) purchase outstanding Term Loans on a non-pro
rata basis through open market purchases or (ii) prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically
and permanently canceled immediately upon such prepayment), on the following basis:


 


(A)            Any
Borrower Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of
Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment
Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and
without premium or penalty (other than as required by Section 3.05 and except as provided in Section 2.05(a)(vi) below).


 


(B)            (1) 
Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business
Days’ notice (or such shorter period as agreed by the Auction Agent) 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 applicable Borrower Party, to (x) each Term Lender
and/or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such offer
shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with
respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to
par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts
and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such
offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount
Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each
such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each
Appropriate 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 Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business
Day after the date of delivery of such notice to such Lenders (which date may be extended for a period not exceeding three (3) Business
Days upon notice by the applicable Borrower Party to, and with the consent of, the Auction Agent) (the “Specified Discount Prepayment
Response Date”).


 


(2)            Each
Term Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether
or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such
accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the Classes of such Lender’s 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 Term Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the
Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount
Prepayment.


 






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(3)            If
there is at least one Discount Prepayment Accepting Lender, the relevant Borrower Party will make a prepayment of outstanding Term Loans
pursuant to this paragraph (B) to each Discount Prepayment Accepting Lender on the Discounted Prepayment Effective Date in accordance
with the respective outstanding amount and Classes of Term Loans specified in such Lender’s Specified Discount Prepayment Response
given pursuant to subsection (2) above; provided that, if the aggregate principal 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 principal amounts accepted to be prepaid by each such
Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Borrower Party and subject to rounding requirements
of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”).
The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response
Date, notify (I) the relevant Borrower Party of the respective Term Lenders’ responses to such offer, the Discounted Prepayment
Effective Date, the aggregate principal amount of the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term
Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the Classes of 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 principal amount, Class and Type of Term Loans of such Lender to be prepaid at the Specified Discount on
such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Borrower Party and such Term
Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Borrower
Party shall be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below
(subject to subsection (J) below).


 


(C)            (1) 
Any Borrower Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business
Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Discount Range Prepayment Notice; provided
that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x) each Term Lender and/or
(y) each Term Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall
specify the maximum aggregate principal amount of the relevant Term Loans (the “Discount Range Prepayment Amount”),
the Class or Classes of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount
Range”) of the principal amount of such Term Loans with respect to each relevant Class of Term Loans willing to be prepaid
by such Borrower Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with
respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms
of this Section 2.05(a)(v)(C)), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000
and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by a Borrower Party shall remain outstanding
through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate 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 Lender to the Auction
Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Lenders
(which date may be extended for a period not exceeding three (3) Business Days upon notice by the applicable Borrower Party to, and
with the consent of, the Auction Agent) (the “Discount Range Prepayment Response Date”). Each Term 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 of the applicable Class or Classes
and the maximum aggregate principal amount and Classes of such Lender’s Term Loans (the “Submitted Amount”) such
Term Lender is willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range Prepayment Offer is not received
by the Auction 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
Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response
Date and shall determine (in consultation with such Borrower Party and subject to rounding requirements of the Auction Agent made in its
sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subsection (C).
The relevant Borrower Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received
by the Auction Agent within the Discount Range 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
within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Term Loan Prepayment
in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted
Amounts. Each Term 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 (3)) at the Applicable Discount (each such Term Lender,
a “Participating Lender”).


 


(3)            If
there is at least one Participating Lender, the relevant Borrower Party will prepay the respective outstanding Term Loans of each Participating
Lender on the Discounted Prepayment Effective Date in the aggregate principal amount and of the Classes specified in such Lender’s
Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders
offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal
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 Auction Agent (in consultation with
such Borrower Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such
proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business
Days following the Discount Range Prepayment Response Date, notify (I) the relevant Borrower Party of the respective Term Lenders’
responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, the aggregate principal amount of the
Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date,
the Applicable Discount, and the aggregate principal amount and Classes of Term Loans to be prepaid at the Applicable Discount on such
date, (III) each Participating Lender of the aggregate principal amount and Classes of such Term Lender to be prepaid at the Applicable
Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination
by the Auction Agent of the amounts stated in the foregoing notices to the relevant Borrower Party and Term Lenders shall be conclusive
and binding for all purposes absent manifest error. The payment amount specified in such notice to the applicable Borrower Party shall
be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below
(subject to subsection (J) below).


 


(D)            (1) 
Any Borrower Party may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business
Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Solicited Discounted Prepayment Notice; provided
that (I) any such solicitation shall be extended, at the sole discretion of such Borrower Party, to (x) each Term Lender and/or
(y) each Lender with respect to any Class of Term Loans on an individual Class basis, (II) any such notice shall specify
the maximum aggregate amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the Class or
Classes of Term Loans the applicable Borrower Party is willing to prepay at a discount (it being understood that different Solicited Discounted
Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated
as a separate offer pursuant to the terms of this Section 2.05(a)(v)(D)), (III) the Solicited Discounted Prepayment Amount shall
be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation
by a Borrower Party shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly
provide each Appropriate 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 Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business
Day after the date of delivery of such notice to such Term Lenders (which date may be extended for a period not exceeding three (3) Business
Days upon notice by the Borrower Party to the Auction Agent) (the “Solicited Discounted Prepayment Response Date”).
Each Term 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 Term Lender is willing to
allow prepayment of its then outstanding Term Loans and the maximum aggregate principal amount and Classes of such Term Loans (the “Offered
Amount”) such Term Lender is willing to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted Prepayment
Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment
of any of its Term Loans at any discount.


 






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(2)            The
Auction Agent shall promptly provide the relevant Borrower Party with a copy of all Solicited Discounted Prepayment Offers received on
or before the Solicited Discounted Prepayment Response Date. Such Borrower Party shall review all such Solicited Discounted Prepayment
Offers and select the largest of the Offered Discounts specified by the relevant responding Term Lenders in the Solicited Discounted Prepayment
Offers that is acceptable to the Borrower Party in its sole discretion (the “Acceptable Discount”), if any. If the
Borrower Party elects, in its sole discretion, 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
such Borrower Party from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this
subsection (2) (the “Acceptance Date”), the Borrower Party shall submit an Acceptance and Prepayment Notice
to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice
from the Borrower Party by the Acceptance Date, such Borrower Party 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 Auction Agent by the Solicited Discounted Prepayment
Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment
Determination Date”), the Auction Agent will determine (with the consent of such Borrower Party and subject to rounding requirements
of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the Classes of Term Loans (the “Acceptable
Prepayment Amount”) to be prepaid by the relevant Borrower Party at the Acceptable Discount in accordance with this Section 2.05(a)(v)(D).
If the Borrower Party elects to accept any Acceptable Discount, then the Borrower Party agrees to accept all Solicited Discounted Prepayment
Offers received by Auction 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 Term Lender that has submitted a Solicited Discounted Prepayment Offer
with 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 pro-rata reduction pursuant to the following sentence) at the Acceptable
Discount (each such Lender, a “Qualifying Lender”). The Borrower Party will prepay outstanding Term Loans pursuant
to this subsection (D) to each Qualifying Lender in the aggregate principal amount and of the Classes 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 principal 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 Auction Agent (in consultation with such Borrower
Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration
(the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Auction Agent
shall promptly notify (I) the relevant Borrower Party of the Discounted Prepayment Effective Date, the Acceptable Prepayment Amount
comprising the Discounted Term Loan Prepayment and the Classes to be prepaid, (II) each Term Lender of the Discounted Prepayment
Effective Date, the Acceptable Discount, the Acceptable Prepayment Amount of all Term Loans and the Classes to be prepaid at the Applicable
Discount on such date, (III) each Qualifying Lender of the aggregate principal amount and the Classes of such Term Lender to be prepaid
at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration.
Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Borrower Party and Term Lenders shall be
conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to such Borrower Party shall
be due and payable by such Borrower Party on the Discounted Prepayment Effective Date in accordance with subsection (F) below
(subject to subsection (J) below).


 






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(E)            In
connection with any Discounted Term Loan Prepayment, the Borrower Parties and the Term Lenders acknowledge and agree that the Auction
Agent may require as a condition to any Discounted Term Loan Prepayment, the payment of customary, reasonable and documented fees and
out-of-pocket expenses from a Borrower Party in connection therewith.


 


(F)            If
any Term Loan is prepaid in accordance with paragraphs (B) through (D) above, a Borrower Party shall prepay such Term Loans
on the Discounted Prepayment Effective Date without premium or penalty (other than as required by Section 3.05 and except as provided
in Section 2.05(a)(vi) below). The relevant Borrower Party 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 1:00 p.m. on the Discounted Prepayment Effective Date and all such prepayments
shall be applied to the relevant tranche or Class of Term Loans as the applicable Borrower Party shall so specify in the applicable
offer. 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 Section 2.05(a)(v) shall
be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, and shall be applied
to the relevant Term Loans of such Lenders in accordance with their respective Pro Rata Share or other applicable share under this Agreement.
The aggregate principal amount of the Classes and installments of the relevant Term Loans outstanding shall be deemed reduced by the full
par value of the aggregate principal amount of the Classes of Term Loans prepaid on the Discounted Prepayment Effective Date in any Discounted
Term Loan Prepayment. In connection with each prepayment pursuant to this Section 2.05(a)(v), each Lender participating in any prepayment
described in this Section 2.05(a)(v) acknowledges and agrees that in connection therewith, (1) the Borrowers or any Borrower
Party then may have, and later may come into possession of, Excluded Information, (2) such Lender has independently, and without
reliance on the Borrowers, any of their Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis
and determination to participate in such prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information,
(3) none of the Borrowers, Borrower Parties or any of their respective Affiliates shall be required to make any representation that
it is not in possession of Material Non-Public Information and all parties to the relevant transactions shall render customary “big
boy” disclaimer letters, (4) none of the Borrowers, their 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 Borrowers, their Subsidiaries, the Administrative Agent and their respective Affiliates, under applicable
laws or otherwise, with respect to the nondisclosure of the Excluded Information, and (5) the Excluded Information may not be available
to the Administrative Agent or the other Lenders.


 


(G)            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 Section 2.05(a)(v), established by the Auction Agent acting in its reasonable discretion and as reasonably
agreed by the applicable Borrower Party.


 






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(H)            Notwithstanding
anything in any Loan Document to the contrary, for purposes of this Section 2.05(a)(v), each notice or other communication required
to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction 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.


 


(I)            Each
of the Borrower Parties and the Term Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under
this Section 2.05(a)(v) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation
of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions
pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted
Term Loan Prepayment provided for in this Section 2.05(a)(v) as well as activities of the Auction Agent.


 


(J)            Each
Borrower Party shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted
Term Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted
Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date, Discount
Range Prepayment Response Date or Solicited Discounted Prepayment Response Date (and if such offer is revoked pursuant to the preceding
clauses, any failure by such Borrower Party to make any prepayment to a Lender, as applicable, pursuant to this Section 2.05(a)(v) shall
not constitute a Default or Event of Default under Section 8.01 or otherwise).


 


(vi)            Notwithstanding
the foregoing, in the event that, prior to the date that is the six month anniversary of the Closing Date, any Borrower (x) voluntarily
prepays, repays, refinances, substitutes or replaces any Term B Loans pursuant to a Repricing Transaction or makes any prepayment pursuant
to Section 2.05(b)(iii) or (iv) that constitutes a Repricing Transaction, or (y) effects any amendment of this Agreement
resulting in a Repricing Transaction, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable
Term Lenders, (I) in the case of clause (x), a prepayment fee of 1.00% of the aggregate principal amount of the Term B Loans so prepaid,
repaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount
of the applicable Term B Loans outstanding immediately prior to such amendment that is subject to such Repricing Transaction. Such amounts
shall be due and payable on the date of effectiveness of such Repricing Transaction.


 


(b)            Mandatory.
(i)  Commencing with the fiscal year ended December 31, 2022, within five (5) Business Days after the applicable Compliance
Certificate for such fiscal year has been delivered pursuant to Section 6.02(a) (such date, the “ECF Payment Date”),
the Borrowers shall, subject to clause (b)(vii) of this Section 2.05, cause to be prepaid an aggregate principal amount of Term
Loans in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the fiscal year covered by such financial
statements minus (B) the sum of (1) all voluntary prepayments or repurchases in cash of (x) Term Loans or Incremental
Equivalent Debt secured by any Applicable Lien or other Indebtedness constituting First Lien Obligations (other than Indebtedness described
in clause (2)), or (y) any refinancing, replacement or extension of any of the foregoing (in each case, including any debt buyback
conducted pursuant to a Dutch auction or open market purchase), in each case, during such fiscal year (to the extent not deducted from
Excess Cash Flow in any prior period or pursuant to this clause (B) in the prior year) or after such fiscal year-end and prior to
the ECF Payment Date (limited in the case of any voluntary prepayments made pursuant to Section 2.05(a)(v) or Section 10.07(l),
and in the case of repurchases of Indebtedness made at a discount to par, to the discounted amount actually paid in cash in respect of
the principal amount of Term Loans or other Indebtedness (as opposed to the face amount so prepaid or repurchased)), (2) all voluntary
prepayments of ABL Revolving Loans, Revolving Credit Loans and other revolving loans constituting First Lien Obligations during such fiscal
year (to the extent not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end
and prior to the ECF Payment Date, to the extent the ABL Revolving Credit Commitments, the Revolving Credit Commitments or revolving commitments
in respect of such other revolving loans, as the case may be, are permanently reduced by the amount of such payments, (3) the amount
of Investments (other than Investments in the Borrowers or any of its Restricted Subsidiaries) made in cash during such period, and including,
in each case, the payment of any related earnout or similar payment related to any such Investment during such fiscal year (to the extent
not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end and prior to the ECF
Payment Date and (4) the amount of Restricted Payments (other than Restricted Payments made in reliance on Section 7.06(a) and
7.06(b)(xviii)) paid in cash during such period to any Person that is not the Parent Borrower or a Restricted Subsidiary (including, in
each case, the payment of any related earnout or similar payment related to any such Restricted Investment) during such fiscal year (to
the extent not deducted from Excess Cash Flow in any prior period or this clause (B) in the prior year) or after year-end and prior
to the ECF Payment Date and, in the case of each of the immediately preceding clauses (B)(1) through (B)(4), except to the extent
such payments are funded with the proceeds of long-term Indebtedness (other than revolving Indebtedness) of a Borrower or any of its Restricted
Subsidiaries; provided that a prepayment of Term Loans pursuant to this Section 2.05(b)(i) in respect of any fiscal year
shall only be required in the amount (if any) by which aggregate amount that would otherwise be due for such fiscal year exceeds $15,000,000;
provided, further, that to the extent the sum of the amounts specified in clause (B) exceed the prepayments
required to be made pursuant to clause (A), the full amount of any such excess shall carry over and be deducted from required payments
in subsequent years until such time as no excess remains.


 






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(ii)            If
any Borrower or any of its Restricted Subsidiaries Disposes of any property or assets (other than any Disposition of any property or assets
permitted by Section 7.05(a), (b), (c), (d), (e), (f) (except as set forth in the proviso thereof), (g), (h), (i), (k), (l),
(m), (n), (o), (p), (q), (r), (s), (t), (u), (v), (w), (x), (z), (y) or (aa)) or (2) any Casualty Event occurs, which results
in the receipt by any Borrower or any of its Restricted Subsidiaries of Net Proceeds, the Borrowers shall cause to be prepaid on or prior
to the date which is ten (10) Business Days after the date of the receipt by any Borrower or such Restricted Subsidiary of such Net
Proceeds (or if the Parent Borrower or any Restricted Subsidiary intends to use proceeds of any such non-excluded Disposition within the
applicable Reinvestment Period or has contractually committed prior to the last day of such Reinvestment Period to use such proceeds,
in each case in accordance with the first proviso in clause (a) of the definition of Net Proceeds, the Borrowers shall cause to be
prepaid any such proceeds constituting Net Proceeds in accordance with such proviso on or prior to the date which is ten (10) Business
Days after the expiration of such Reinvestment Period), subject to clause (b)(vii) of this Section 2.05, an aggregate principal
amount of Term Loans in an amount equal to 100% of all such Net Proceeds received.


 


(iii)            If
any Borrower or any of its Restricted Subsidiaries incurs or issues any Indebtedness, Disqualified Equity Interests or Preferred Stock
from and after the Closing Date not permitted to be incurred or issued pursuant to Section 7.03, the Borrowers shall cause to be
prepaid an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Proceeds received therefrom on or prior to the
date which is five (5) Business Days after the receipt by such Borrower or such Restricted Subsidiary of such Net Proceeds.


 


(iv)            If
any Borrower incurs or issues any Refinancing Term Loans, Refinancing Revolving Loans or Refinancing Equivalent Debt to refinance any
Class (or Classes) of Loans resulting in Net Proceeds (as opposed to such Refinancing Term Loans, Refinancing Revolving Loans or
Refinancing Equivalent Debt arising out of an exchange of existing Term Loans or Revolving Credit Loans for such Refinancing Term Loans,
Refinancing Revolving Loans or Refinancing Equivalent Debt), the Borrowers shall cause to be prepaid an aggregate principal amount of
such Class (or Classes) of Loans so refinanced in an amount equal to 100% of all Net Proceeds (other than any amounts applied to
accrued and unpaid interest, tender premium, prepayment penalty or premium on the applicable Refinanced Debt or to defeasance costs and
any fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such
new Indebtedness) received therefrom on or prior to the date which is five (5) Business Days after the receipt by the Borrowers of
such Net Proceeds.


 


(v)            [Reserved].


 






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(vi)            Each
prepayment of Term Loans pursuant to this Section 2.05(b), (A) shall be applied either (x) ratably to each Class of
Term Loans then outstanding, except that the Borrowers may direct that any proceeds of Refinancing Term Loans, Refinancing Revolving Loans
or Refinancing Equivalent Debt shall be applied to the Class or Classes of Term Loans being refinanced as selected by the Borrowers
or (y) as requested by the Borrowers in the notice delivered pursuant to clause (vii) below, to any Class or Classes of
Term Loans with an earlier Maturity Date as compared with the remaining Classes of Term Loans then outstanding, (B) shall be applied,
with respect to each such Class for which prepayments will be made, in a manner determined at the discretion of the Borrowers in
the applicable notice and, if not specified, in direct order of maturity to repayments thereof required pursuant to Section 2.07(a) (for
the avoidance of doubt, such application shall be unaffected by whether or not there are any Declined Proceeds resulting from such mandatory
prepayment) and (C) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Share (or other applicable
share provided by this Agreement) of each such Class of Term Loans, subject to clause (vii) of this Section 2.05(b). Notwithstanding
clause (A) above, any Incremental Amendment, Refinancing Amendment or Extension Amendment may provide (including on an optional basis
as elected by the Borrowers) for a less than ratable application of prepayments to any Class of Term Loans established thereunder.
Notwithstanding any other provision herein, if at the time that any such prepayment under Section 2.05(b)(i) or (b)(ii) would
be required, any Borrower (or any of its Restricted Subsidiaries) is required to prepay or offer to repurchase Indebtedness that is secured
by Liens on a pari passu basis in respect of the Term Loan Priority Collateral with Liens securing the Obligations pursuant to
the terms of the documentation governing such Indebtedness with Excess Cash Flow or the Net Proceeds of such Disposition or Casualty Event
(such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrowers
may apply such Excess Cash Flow or Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount
of the Term Loans and Other Applicable Indebtedness required to be so prepaid at such time; provided that the portion of such Excess
Cash Flow or Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Excess Cash Flow or Net Proceeds
required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such
Excess Cash Flow or such Net Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the
Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would
have otherwise been required pursuant to Section 2.05(b)(i) or 2.05(b)(ii), as applicable, shall be reduced accordingly; provided,
further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid,
the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to
prepay the Term Loans in accordance with the terms hereof without giving effect to this sentence.


 


(vii)            The
Administrative Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made
by it pursuant to clauses (i) through (iv) of this Section 2.05(b) at least three (3) Business Days prior to
the date of such prepayment (provided that in the case of clause (ii) or (iv) of this Section 2.05(b), the Administrative
Borrower may rescind (or delay the date of prepayment identified in) such notice if such prepayment would have resulted from a refinancing
of all or any portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be
consummated or shall otherwise be delayed). Each such notice shall specify the date of such prepayment and provide a reasonably detailed
calculation of the aggregate amount of such prepayment to be made by the Borrowers. The Administrative Agent will promptly notify each
Appropriate Lender of the contents of the Administrative Borrower’s prepayment notice and of such Appropriate Lender’s Pro
Rata Share or other applicable share provided for in this Agreement of the prepayment. Each Term Lender may reject all of its Pro Rata
Share or other applicable share provided for in this Agreement of any mandatory prepayment (such declined amounts, the “Declined
Proceeds”) of Term Loans required to be made pursuant to clauses (i), (ii) and (iii) of this Section 2.05(b) by
providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Administrative Borrower no
later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding
such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans
to be rejected by such Lender. If a Term Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame
specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will
be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. To the extent such non-declining Term Lenders
elect to decline their Pro Rata Share of such Declined Proceeds, any Declined Proceeds remaining thereafter shall be retained by the Borrowers.


 






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(viii)            Foreign
Dispositions and Foreign Excess Cash Flow. Notwithstanding any other provisions of this Section 2.05, (i) to the extent
that any or all of the Net Proceeds of any Disposition by a Foreign Subsidiary (“Foreign Disposition”), the Net Proceeds
of any Casualty Event from a Foreign Subsidiary (a “Foreign Casualty Event”) or Excess Cash Flow attributable to Foreign
Subsidiaries are prohibited, restricted or delayed by applicable local law (or, in the case of any Foreign Subsidiary that is not wholly-owned
by a Borrower, by such Foreign Subsidiary’s Organization Documents or other agreement (so long as such restrictions were not implemented
for the purpose of avoiding mandatory prepayment requirements)) from being repatriated to the United States, an amount equal to the portion
of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in this
Section 2.05(b) so long, but only so long, as the applicable local law or applicable Organization Documents will not permit
repatriation to the United States (each Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign
Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such repatriation or otherwise overcome
or eliminate any such restrictions on repatriation even if such Borrower does not intend to actually repatriate such cash, so that an
amount equal to the full amount of such Excess Cash Flow or Net Proceeds, as applicable, will otherwise be subject to repayment under
this Section 2.05), and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable
local law, an amount equal to such Net Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes that are or would
be payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b) to the
extent provided herein and (ii) to the extent that such Borrower has determined in good faith that repatriation of any of or all
the Net Proceeds of any Foreign Disposition or any Foreign Casualty Event or Excess Cash Flow attributable to Foreign Subsidiaries would
have adverse tax or regulatory consequences to the Borrowers or any of their direct or indirect shareholders or Subsidiaries (as determined
in good faith by such Borrower) an amount equal to such Net Proceeds or Excess Cash Flow so affected will not be required to be applied
to repay Term Loans at the times provided in this Section 2.05(b). Notwithstanding anything to the contrary, nothing in this Agreement
shall be construed to require any Foreign Subsidiary to repatriate cash to the United States.


 


(c)            Interest
Funding Losses, Etc. (i)  Except to the extent otherwise agreed by each Lender so being prepaid, all prepayments of Loans (other
than any Revolving Credit Loan that is a Base Rate Loan) shall be accompanied by all accrued and unpaid interest thereon to but not including
the date of such prepayment (which, in the case of prepayments pursuant to Section 2.05(a)(v)(F) shall be the accrued and unpaid
interest on the par principal amount so prepaid up to, but not including, the applicable Discounted Prepayment Effective Date), together
with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date prior to the last day of an Interest Period therefor, any
amounts owing in respect of such Eurocurrency Rate Loan pursuant to Section 3.05.


 


(ii)            Notwithstanding
any of the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment
of Eurocurrency Rate Loans is required to be made under this Section 2.05 (but excluding prepayments required under Section 2.05(b)(iv)),
prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of
any such Eurocurrency Rate Loan prior to the last day of the Interest Period therefor, the Borrowers may, in its sole discretion, irrevocably
deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the
last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative
Agent shall be authorized (without any further action by or notice to or from any Borrower or any other Loan Party) to apply such amount
to the prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during the continuance of any Event
of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrowers or any
other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05.
Such deposit shall be deemed to be a prepayment of such Loans by the Borrowers for all purposes under this Agreement at the time of such
prepayment.


 


Section 2.06     Termination
or Reduction of Commitments.


 


(a)            Optional.
The Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time
permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such
notice shall be received by the Administrative Agent at least 11:00 a.m. three (3) Business Days prior to the date of termination
or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000, or any whole multiple of $500,000 in
excess thereof or, if less, the entire amount thereof and (iii) any termination or permanent reduction of any Revolving Credit Commitments
pursuant to this Section 2.06(a) shall be applied as directed by the Borrower, including as to any Class of Extended
Revolving Credit Commitments or existing Revolving Credit Commitments (including any Incremental Revolving Credit Commitments and Refinancing
Revolving Credit Commitments). Notwithstanding the foregoing, the Administrative Borrower may rescind or postpone any notice of termination
of any Commitments prior to the effectiveness of such termination if such termination would have resulted from a refinancing of all or
a portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall not be consummated
or otherwise shall be delayed.


 






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(b)            Mandatory.
The Term B Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the funding of Term B Loans to be
made by it on the Closing Date. The Term Commitment of each Incremental Term Lender, Refinancing Term Lender or Lender under a Term Loan
Extension Series shall be automatically and permanently reduced to $0 upon the funding of Term Loans to be made by it on the date
set forth in the corresponding Incremental Amendment, Refinancing Amendment or Extension Amendment. The Revolving Credit Commitment of
each Revolving Credit Lender of a Class shall automatically and permanently terminate on the Maturity Date for such applicable Class of
Revolving Credit Commitments; provided that the foregoing shall not release any Revolving Credit Lender from any liability it may
have for its failure to fund Revolving Credit Loans that were required to be funded by it on or prior to such Maturity Date.


 


(c)            Application
of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Appropriate Lenders of any termination
or reduction of unused portions the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments
of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by
which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All
commitment fees accrued until the effective date of any termination of the Commitments of any Facility shall be paid on the effective
date of such termination.


 


Section 2.07     Repayment
of Loans.


 


(a)            Term
Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (A) on the last
Business Day of each March, June, September and December, commencing with March 31, 2022, an aggregate principal amount equal
to 0.25% of the aggregate principal amount of all Term B Loans made on the Closing Date (which payments shall be reduced as a result of
the application of prepayments after the Closing Date in accordance with the order of priority set forth in Section 2.05) and (B) on
the Maturity Date for the Term B Loans, the aggregate principal amount of all Term B Loans outstanding on such date; provided that
the amount of any such payment set forth above shall be adjusted to account for the addition of any Extended Term Loan or Incremental
Term Loans to contemplate (A) the reduction in the aggregate principal amount of any Term B Loans that were converted in connection
with the incurrence of such Extended Term Loans, and (B) any increase to payments to the extent and as required pursuant to the terms
of any applicable Incremental Amendment involving a Term Loan Increase to the Term B Loans, a Refinancing Amendment to the amount of Term
B Loans or an Extension Amendment increasing the amount of Term B Loans.


 


(b)            Revolving
Credit Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders on the Maturity
Date for any Class of Revolving Credit Commitments the aggregate outstanding principal amount of all Revolving Credit Loans made
in respect of such Revolving Credit Commitments.


 


Section 2.08     Interest.


 


(a)            Subject
to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate;
and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at
a rate per annum equal to the Base Rate plus the Applicable Rate.


 






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(b)            During
the continuance of an Event of Default under Section 8.01(a), the Borrowers shall pay interest on past due amounts owing by it hereunder
at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided
that no interest at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender.
Accrued and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon written demand.


 


(c)            Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified
herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.


 


Section 2.09     Fees.


 


(a)            [Reserved]


 


(b)            Agent
Fees. The Borrowers shall pay to the Agents such fees as shall have been separately agreed upon in writing in the amounts and at the
times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly
agreed between the Borrowers and the applicable Agent).


 


(c)            Closing
Fees. The Borrowers agree to pay on the Closing Date to each Lender party to this Agreement on the Closing Date, as a fee paid as
consideration for undertaking to fund such Lender’s Term Loan, a closing fee (the “Closing Fee”) in an amount
equal to 0.25% of the stated principal amount of such Lender’s Term B Loan made on the Closing Date. Such Closing Fee will be in
all respects fully earned, due and payable on the Closing Date and non-refundable and non-creditable thereafter and shall be netted against
Term B Loans made by such Lender on the Closing Date.


 


Section 2.10     Computation
of Interest and Fees.


 


All computations of interest
for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year
of three hundred sixty-five (365) days, or three hundred sixty-six (366) days, as applicable, and actual days elapsed. All other computations
of fees and interest shall be made on the basis of a three hundred sixty (360) day year and actual days elapsed. Interest shall accrue
on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one (1) day. In computing interest on any Loan, the day such Loan is made or converted to a Loan of a different
Type shall be included for purposes of calculating interest on a Loan of such different Type and the date such Loan is repaid or converted
to a Loan of a different Type, as the case may be, shall be excluded. Each determination by the Administrative Agent of an interest rate
or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


Section 2.11     Evidence
of Indebtedness.


 


(a)            The
Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by
one or more entries in the Register maintained by the Administrative Agent, acting solely for purposes of United States Treasury Regulation
Section 5f.103-1(c) and Section 1.163-5(b) of the proposed United States Treasury Regulations, as agent for the Borrowers,
in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall
be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the
interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the Administrative Agent, as set forth in the Register, in respect
of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request
of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative
Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender
may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with
respect thereto.


 






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(b)           [Reserved].


 


(c)           Entries
made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(a), and by each Lender in its account or
accounts pursuant to Sections 2.11(a), shall be prima facie evidence of the amount of principal and interest due and payable or
to become due and payable from the Borrowers to, in the case of the Register, each Lender and, in the case of such account or accounts,
such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative
Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not
limit or otherwise affect the obligations of the Borrowers under this Agreement and the other Loan Documents.


 


Section 2.12          Payments
Generally.


 


(a)           All
payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for
the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in Dollars
and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to
each Appropriate Lender its Pro Rata Share (or other applicable share provided for under this Agreement) of such payment in like funds
as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative Agent after
2:00 p.m. shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue
to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the
next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.


 


(b)           Unless
the Borrowers or any Lender has notified the Administrative Agent, prior to the date, or in the case of any Base Rate Loans, prior to
1:00 p.m. on the date of such payment, any payment is required to be made by it to the Administrative Agent hereunder (in the case
of the Borrowers, for the account of any Lender or, in the case of the Lenders, for the account of Borrowers hereunder), that the Borrowers
or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrowers or such Lender,
as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding
amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in Same
Day Funds, then:


 


(i)            if
the Borrowers failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such
assumed payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and
including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the
Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and


 


(ii)           if
any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in Same
Day Funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the
Borrowers to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per
annum equal to the applicable Overnight Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together
with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid
in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not
pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon
the Borrowers, and the Borrowers shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation
Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve
any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may
have against any Lender as a result of any default by such Lender hereunder.


 






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With Respect to any payment that the
Administrative Agent makes for the account of the Lenders hereunder as to which the Administrative Agent determines (which determination
shall be conclusive absent manifest error) that any of the following applies (such payment referred to as the “Rescindable Amount”)
: (1) the Borrower has not in fact made such payment; (2) the Administrative Agent has made a payment in excess of the amount
so paid by the Borrower (whether or not then owed); or (3) the Administrative agent has for any reason otherwise erroneously made
such payment; then each of the Lenders, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand
the Rescindable Amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal
Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.


 


A written notice (including
documentation reasonably supporting such request) of the Administrative Agent to any Lender or the Borrowers with respect to any amount
owing under this Section 2.12(b) shall be conclusive, absent manifest error.


 


(c)           If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions
of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to
the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.


 


(d)           The
obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible
for the failure of any other Lender to so make its Loan.


 


(e)            Nothing
herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation
by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.


 


(f)            Whenever
any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full
all amounts due and payable to the Administrative Agent and the Lenders or in respect of this Agreement and the other Loan Documents on
any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the
order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the
Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which
such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions of applicable Law),
but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share
or other applicable share provided for under this Agreement of the sum of the Outstanding Amount of all Loans outstanding at such time,
in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.


 






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Section 2.13          Sharing
of Payments.


 


If,
other than as provided elsewhere herein or required by court order, any Lender shall obtain payment of any principal of or interest on
account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise)
in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them, as the case may be, as
shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal of or interest on such Loans
or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment
is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant
to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other
Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s
ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total
amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this paragraph shall not
be construed to apply to (A) any payment made by the Borrowers or application of funds pursuant to and in accordance with the express
terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting
Lender), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans
to any assignee or participant permitted hereunder, (C) transactions in connection with an open market purchase or a Dutch
auction contemplated hereunder, (D) in connection with a transaction pursuant to an Extension Amendment, Refinancing Amendment or
Incremental Amendment or amendment in connection with Replacement Term Loans contemplated hereunder, (E) the application of Cash
Collateral as provided herein (including the application of funds arising from the existence of a Defaulting Lender) or (F) non-pro
rata payments and repayments permitted pursuant to Section 2.16(b). The Borrowers agree that any Lender so purchasing a participation
from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of
setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender was the direct creditor of the
Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the
absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following
any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such
purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations
purchased.


 


Notwithstanding anything to
the contrary contained in this Section 2.13 or elsewhere in this Agreement, the Borrower may extend the final maturity of Term Loans
and/or Revolving Credit Commitments in connection with an Extension that is permitted under Section 2.16 without being obligated
to effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension (i) shall constitute
a payment or prepayment of any Term Loans or Revolving Credit Loans, as applicable, for purposes of this Section 2.13 or (ii) shall
reduce the amount of any scheduled amortization payment due under Section 2.07(a), except that the amount of any scheduled amortization
payment due to a Lender of Extended Term Loans may be reduced to the extent provided pursuant to the express terms of the respective Extension
Request) without giving rise to any violation of this Section 2.13 or any other provision of this Agreement. Furthermore, the Borrower
may take all actions contemplated by Section 2.16 in connection with any Extension (including modifying pricing, amortization and
repayments or prepayments), and in each case such actions shall be permitted, and the differing payments contemplated therein shall be
permitted without giving rise to any violation of this Section 2.13 or any other provision of this Agreement.


 


Section 2.14          Incremental
Credit Extensions.


 


(a)           Incremental
Commitments. The Borrowers may at any time or from time to time after the Closing Date, by notice to the Administrative Agent (an
“Incremental Loan Request”), request (A) one or more new commitments which may be of the same Class as any
outstanding Term Loans (a “Term Loan Increase”) or a new Class of term loans (collectively with any Term Loan
Increase, the “Incremental Term Commitments”) and/or (B) the establishment of one or more new revolving credit
commitments in Dollars (any such new commitments, collectively, the “Incremental Revolving Credit Commitments” and
the Incremental Revolving Credit Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”),
whereupon the Administrative Agent shall promptly deliver a copy of each such notice to the Lenders.


 


(b)           Incremental
Loans. On any Incremental Facility Closing Date on which any Incremental Term Commitments of any Class are effected (including
through any Term Loan Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental
Term Lender of such Class shall make a Loan to the Borrowers (an “Incremental Term Loan”) in an amount equal to
its Incremental Term Commitment of such Class and (ii) each Incremental Term Lender of such Class shall become a Lender
hereunder with respect to the Incremental Term Commitment of such Class and the Incremental Term Loans of such Class made pursuant
thereto. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are provided,
subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving Credit Lender of
such Class shall make its Commitment available to the Borrowers (when borrowed, an “Incremental Revolving Loan”
and collectively with any Incremental Term Loan, an “Incremental Loan”) in an amount equal to its Incremental Revolving
Credit Commitment of such Class and (ii) each Incremental Revolving Credit Lender of such Class shall become a Lender hereunder
with respect to the Incremental Revolving Credit Commitment of such Class and the Incremental Revolving Loans of such Class made
pursuant thereto. For the avoidance of doubt, Incremental Term Loans having identical terms to any of the other Term Loans (other
than original issue discount and/or upfront fees) may be treated as the same Class as any of such Term Loans for all purposes herein.


 






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(c)            Incremental
Loan Request. Each Incremental Loan Request from the Borrowers pursuant to this Section 2.14 shall set forth the requested amount
and proposed terms of the relevant Incremental Term Loans or Incremental Revolving Credit Commitments. Incremental Term Loans may be
made, and Incremental Revolving Credit Commitments may be provided, by any existing Lender (but no existing Lender will have an obligation
to make any Incremental Commitment, nor will the Borrowers have any obligation to approach any existing Lender to provide any Incremental
Commitment) or by any Additional Lender (each such existing Lender or Additional Lender providing such Commitment or Loan, an “Incremental
Revolving Credit Lender” or “Incremental Term Lender,” as applicable, and, collectively, the “Incremental
Lenders”).


 


(d)           Effectiveness
of Incremental Amendment. The effectiveness of any Incremental Amendment, and the Incremental Commitments thereunder, shall be subject
to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions,
together with any other conditions set forth in the Incremental Amendment:


 


(i)            no
Event of Default shall exist after giving effect to such Incremental Commitments; provided, that with respect to any Incremental
Amendment the purpose of which is to finance any Permitted Acquisition or Investment, including any Limited Condition Transaction, the
condition set forth in this clause (i) (other than any Event of Default pursuant to Section 8.01(a) or, with respect
to the Parent Borrower, Section 8.01(f), which may only be waived with the consent of the Required Lenders), may be waived or omitted
in full or in part by Incremental Lenders holding more than 50% of the applicable aggregate Incremental Commitments;


 


(ii)           [reserved];


 


(iii)          each
Incremental Term Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of
$1,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the
limit set forth in Section 2.14(d)(iv) permitted to be borrowed at such time) and each Incremental Revolving Credit Commitment
shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in an increment of $1,000,000 (provided
that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(d)(iv) permitted
to be borrowed at such time);


 






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(iv)          the
aggregate principal amount of the Incremental Term Loans, the Incremental Revolving Credit Commitments and Incremental Equivalent Debt
incurred pursuant to this Section 2.14 shall not exceed (A) the greater of (I) $252,000,000 and (II) 100% of Trailing
Four Quarter Consolidated EBITDA plus (B) an amount equal to the sum of (I) the aggregate principal amount of all voluntary
prepayments (including through debt buybacks (whether through open market purchases or otherwise) and Dutch auctions) of (x) Term
Loans, Permitted Ratio Debt or Incremental Equivalent Debt that constitutes First Lien Obligations and (y) to the extent incurred
in reliance on clause (A) above, Incremental Equivalent Debt that constitutes Second Lien Obligations or that is unsecured and
(II) the aggregate principal amount of permanent voluntary commitment reductions under the ABL Credit Agreement in connection with
the termination of the ABL Credit Agreement or any other revolving facility the Indebtedness under which constitutes First Lien Obligations,
in each case, made or effectuated after the Closing Date (provided that voluntary permanent commitment reductions with respect
to the ABL Credit Agreement may only be utilized to incur Incremental Revolving Credit Commitments and not Incremental Term Commitments),
in each case except to the extent financed with proceeds of long-term Indebtedness (other than revolving Indebtedness) plus (C) an
unlimited additional amount of Incremental Term Loans, Incremental Revolving Credit Commitments and/or Incremental Equivalent Debt
so long as (x) in the case of Incremental Term Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt
secured by any Applicable Lien, the First Lien Net Leverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis
after giving effect to any such incurrence, does not exceed 4.50 to 1.00 (in the case of an incurrence of Incremental Revolving Credit
Commitments, such ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental
Revolving Credit Commitments are fully drawn and calculating the First Lien Net Leverage Ratio without netting the cash proceeds from
such Incremental Loans then proposed to be incurred), (y) in the case of Incremental Loans, Incremental Revolving Credit Commitments
or Incremental Equivalent Debt secured by Liens on the Collateral (other than Applicable Liens), the Senior Secured Net Leverage Ratio
for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect to any such incurrence, does not exceed 5.75
to 1.00 (in the case of an incurrence of Incremental Revolving Credit Commitments, such ratio determined only at the time the relevant
Commitment is established and assuming such then incurred Incremental Revolving Credit Commitments are fully drawn and calculating the
Senior Secured Net Leverage Ratio without netting the cash proceeds from such Incremental Loans then proposed to be incurred) and (z) in
the case of Incremental Loans, Incremental Revolving Credit Commitments or Incremental Equivalent Debt that are (or is) unsecured,
either (1) the Fixed Charge Coverage Ratio for the Test Period most recently ended calculated on a Pro Forma Basis after giving effect
to any such incurrence, is not less than 2.00 to 1.00 (in the case of an incurrence of Incremental Revolving Credit Commitments, such
ratio determined only at the time the relevant Commitment is established and assuming such then incurred Incremental Revolving Credit
Commitments are fully drawn and calculating the Fixed Charge Coverage Ratio without netting the cash proceeds from such Incremental Loans
then proposed to be incurred) or (2) if incurred in connection with a Permitted Acquisition or other Investment, the Fixed Charge
Coverage Ratio on a Pro Forma Basis does not decrease immediately after giving effect to such Permitted Acquisition, Investment or
other Specified Transaction (the amount available under clauses (A), (B) and (C), the “Available Incremental Amount”);
provided that (I) the Borrowers may elect to use clause (C) of the Available Incremental Amount prior to clause (A) or
(B) and regardless of whether there is capacity under clause (A) or (B), and if clauses (A), (B) and (C) are available
and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (C), (II) the Borrowers may reclassify
utilizations among clauses (A), (B) and (C) of the Available Incremental Amount if, at the time of such reclassification, the
Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so reclassified, and (III) if amounts
incurred under clause (A) or (B) of the Available Incremental Amount are incurred concurrently with the incurrence of Incremental
Loans or Incremental Commitments and/or Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance
on clauses (A) or (B) of the Available Incremental Amount or any amounts pursuant to a fixed dollar basket in Section 7.03,
the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the Fixed Charge Coverage Ratio shall be calculated without
giving effect to such amounts incurred (or commitments obtained) in reliance on the foregoing clauses (A) or (B) or such fixed
dollar basket in Section 7.03; and


 


(v)           the
Incremental Term Loans made pursuant to any Term Loan Increase shall be added to (and form part of) each Borrowing of outstanding Term
Loans under the respective Class subject to such Term Loan Increase on a pro rata basis (based on the principal amount of each Borrowing)
so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term Loans under such
Class after giving effect to such Term Loan Increase, provided that regularly accruing interest and fees through the date of the
applicable Incremental Facility Closing Date (as well as amounts owing to any Lender pursuant to Sections 3.01, 3.04, 3.05, 10.04 and
10.05 or similar provisions pursuant to the other Loan Documents) shall remain payable to the respective Lenders to which such amounts
were owing.


 






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(e)            Required
Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental
Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrowers
and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent
the terms of any Incremental Term Loans are not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable,
existing on the Incremental Facility Closing Date, the terms of such Incremental Term Loans shall either, (x) not be materially
more restrictive to the Borrowers (as determined by the Administrative Borrower in good faith), when taken as a whole, than the terms
of the Term B Loans, except for covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately
prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or (y) be reasonably satisfactory to the
Administrative Agent (it being understood that (I) covenants and other terms applicable to any period after the Latest Maturity
Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments need not be reasonably
satisfactory to the Administrative Agent and (II) to the extent that any Previously Absent Financial Maintenance Covenant or other
covenant is added for the benefit of any Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the
Administrative Agent or any of the Lenders to the extent that such Previously Absent Financial Maintenance Covenant or other covenant
is also added for the benefit of the existing Term Loans); provided that in the case of a request to effect a Term Loan Increase,
the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or
similar fees) (it being understood that, if necessary to consummate such Term Loan Increase which is intended to be fungible for U.S.
federal income tax purposes, the interest rate margins and rate floors on the existing Class of Term Loans may be automatically
increased and any call protection provision may be made more favorable to the applicable existing Lenders) to the applicable Term Loans
being increased as existing on the Incremental Facility Closing Date. In any event:


 


(i)            the
Incremental Term Loans:


 


(A)            (i) shall
rank pari passu in right of payment with, or junior in right of payment to, the Obligations under the then existing Term Loans
and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured
by any Applicable Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable,
the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject
to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably
satisfactory to the Administrative Agent, as applicable,


 


(B)            as
of the Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Term B
Loans; provided that any Incremental Term Loans in an aggregate amount not to exceed the then available Inside Maturity Basket
may have a final scheduled maturity date earlier than the Maturity Date of the Term B Loans,


 


(C)            as
of the Incremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average
Life to Maturity of the Term B Loans (prior to any extension thereto) except as may be required to achieve fungibility with any existing
term loan facility to the extent intended to be fungible; provided that, any Incremental Term Loans in an aggregate amount no to
exceed the then available Inside Maturity Basket may have a Weighted Average Life to Maturity shorter than the remaining Weighted Average
Life to Maturity of the Term B Loans,


 


(D)            subject
to clause (e)(iii) below, shall have an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses
(e)(i)(B) and (e)(i)(C) above amortization determined by the Borrowers and the applicable Incremental Term Lenders; provided
that if the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for a Term Loan Increase shall be higher than the Applicable
Rate and Eurocurrency Rate or Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the Class being
increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,


 


(E)            shall
have fees, if any, determined by the Borrowers and the applicable Incremental Term Loan arranger(s), and


 


(F)             may
participate on a pro rata basis or less than or greater than pro rata basis in any voluntary prepayments of other Classes of Term Loans;
and may participate on a pro rata basis or less than pro rata basis in any mandatory prepayments of Term Loans hereunder (but not on a
greater than pro rata basis (except for AHYDO Payments and prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))).


 






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(ii)           except
with respect to maturity, pricing and fees which shall be determined by the Borrowers, the terms of any Incremental Revolving Credit Commitments
shall be reasonably satisfactory to the Administrative Agent and Parent Borrower); provided that, notwithstanding anything in this
Section 2.14 to the contrary, the Incremental Revolving Credit Commitments and Incremental Revolving Loans:


 


(A)            (i) shall
rank pari passu in right of payment with, or junior in right of payment to, the Obligations under the then existing Term Loans
and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured
by any Applicable Lien, shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement
and the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject
to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements
reasonably satisfactory to the Administrative Agent, as applicable;


 


(B)            may
include provisions for letter of credit and swing line subfacilities and may be available in Dollars; and


 


(C)            as
of the Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than, or scheduled commitment reductions
prior to, the date that is one year prior to the then earliest Maturity Date for any Term Loans.


 


(iii)          the
All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrowers and the applicable Incremental
Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that the All-In Yield applicable
to Incremental Term Loans that (I) are incurred prior to the one-year anniversary of the Closing Date, (II) rank pari passu
in right of payment and security with the Term B Loans, (III) are obtained pursuant to Sections 2.14(d)(iv)(B) or 2.14(d)(iv)(C),
(IV) have a Maturity Date within one year of the Maturity Date of the Term B Loans and (V) are not incurred in connection with
any Permitted Acquisition or permitted Investment shall not be greater than the applicable All-In Yield payable pursuant to the terms
of this Agreement as amended through the date of such calculation with respect to Term B Loans plus 50 basis points per annum unless the
interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans
is increased so as to cause the then applicable All-In Yield under this Agreement on the Term B Loans to equal the All-In Yield then applicable
to the Incremental Term Loans minus 50 basis points (the “MFN Adjustment”); provided that any increase in All-In
Yield to any Term B Loan due to the application or imposition of a Eurocurrency Rate or Base Rate floor on any Incremental Term Loan shall
be effected, at the Borrowers’ option, (x) through an increase in (or implementation of, as applicable) any Eurocurrency Rate
or Base Rate floor applicable to such Term B Loan, (y) through an increase in the Applicable Rate for such Term B Loan or (z) any
combination of (x) and (y) above.


 


(f)            Incremental
Amendment. Commitments in respect of Incremental Term Loans and Incremental Revolving Credit Commitments shall become additional Commitments
under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the
other Loan Documents, executed by the Borrowers, each Incremental Lender providing such Commitments and the Administrative Agent. The
Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and
the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers,
to effect the provisions of this Section 2.14, including, without limitation, any amendments necessary in connection with a Term
Loan Increase necessary to provide that such Incremental Loans and Incremental Commitments are fungible for U.S. federal income tax purposes.
The Borrowers will use the proceeds, if any, of the Incremental Term Loans and Incremental Revolving Credit Commitments for any purpose
not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Incremental Revolving Credit Commitments,
unless it so agrees. To the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received (i) customary
legal opinions (conformed as appropriate), good standing certificates, board resolutions and officers’ certificates consistent with
those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law,
change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation
agreements and/or such amendments to the Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure
that such Incremental Term Loans and Incremental Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents.


 






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(g)           Incremental
Equivalent Debt. The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time after the Closing Date,
issue, incur or otherwise obtain Indebtedness of the Borrowers in respect of one or more series of secured first lien loans or notes (provided
that such Liens on the Term Loan Priority Collateral shall rank pari passu with the Liens on the Term Loan Priority Collateral
securing the Obligations under this Agreement (but without regard to control of remedies)), junior lien loans or notes, subordinated unsecured
loans or notes or senior unsecured loans or notes, in the case of any securities issued in a public offering, Rule 144A or other
private placement or bridge financing in lieu of the foregoing, or senior or subordinated mezzanine Indebtedness (which may be in the
form of loans or notes and limited to being unsecured or secured solely on a junior lien basis), in each case, that are issued or made
in lieu of Incremental Revolving Credit Commitments and/or Incremental Term Commitments (the “Incremental Equivalent Debt”);
provided that (i) the aggregate amount of Incremental Equivalent Debt (together with Incremental Term Loans and the Incremental
Revolving Credit Commitments) incurred pursuant to this Section 2.14 shall not exceed the Available Incremental Amount (it being
understood that (I) the Borrowers may elect to use clause (C) of the Available Incremental Amount prior to clause (A) or
(B) and regardless of whether there is capacity under clause (A) or (B), and if clauses (A), (B) and (C) are available
and the Borrowers do not make an election, the Borrowers will be deemed to have elected clause (C), (II) the Borrowers may reclassify
utilizations among clauses (A), (B) and (C) of the Available Incremental Amount if, at the time of such reclassification, the
Borrowers would be permitted to incur the aggregate principal amount of Indebtedness being so reclassified, and (III) if amounts
incurred under clause (A) or (B) of the Available Incremental Amount are incurred concurrently with the incurrence of Incremental
Loans or Incremental Commitments and/or Incremental Equivalent Debt (in each case, including any unused commitments obtained) in reliance
on clause (A) or (B) of the Available Incremental Amount or any amounts pursuant to a fixed dollar basket in Section 7.03,
the First Lien Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the Total Net Leverage Ratio or the Fixed Charge Coverage Ratio
shall be calculated without giving effect to such amounts incurred (or commitments obtained) in reliance on the foregoing clause (A) or
(B) or such fixed dollar basket in Section 7.03), (ii) such Incremental Equivalent Debt shall rank pari passu in
right of payment with, or junior in right of payment to, the Obligations under the then existing Term Loans and Revolving Credit Loans
and will either be secured solely by the same Collateral securing the Obligations (and to the extent (x) secured by any Applicable
Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable, the First Lien
Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second
Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory
to the Administrative Agent, as applicable) or be unsecured, (iii) such Incremental Equivalent Debt shall not have a final scheduled
maturity date earlier than the Maturity Date of the Term B Loans (other than (I) any Incremental Equivalent Debt consisting of a
customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies
this criteria and (II) any Incremental Equivalent Debt in an aggregate amount not to exceed the then available Inside Maturity Basket),
(iv) such Incremental Equivalent Debt shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average
Life to Maturity of the Term B Loans (prior to any extension thereto) (other than (I) any Incremental Equivalent Debt consisting
of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies
this criteria and (II) any Incremental Equivalent Debt in an aggregate amount not to exceed the then available Inside Maturity Basket),
(v) subject to clauses (iii) and (iv) above, such Incremental Equivalent Debt shall have amortization determined by the
Borrowers and the applicable lenders, (vi) any Incremental Equivalent Debt consisting of first lien syndicated term loans incurred
in reliance on clauses (B) and (C) of the Available Incremental Amount shall be subject to Section 2.14(e)(iii) solely
to the extent required thereby and not otherwise excluded by the terms thereof, (vii) such Incremental Equivalent Debt shall have
fees, if any, determined by the Borrowers and the applicable arranger(s); and (viii) such Incremental Equivalent Debt may participate
on a pro rata basis or less than or greater than pro rata basis in any voluntary prepayments of other Classes of Term Loans; and may participate
on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments with respect to any
Refinancing Indebtedness thereof and other than with any Class of Term Loans with an earlier Maturity Date as compared with such
Incremental Equivalent Debt)) in any mandatory prepayments of Term Loans.


 






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(h)           This
Section 2.14 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.


 


Section 2.15          Refinancing
Amendments.


 


(a)           Refinancing
Commitments. The Borrowers may, at any time or from time to time after the Closing Date, by notice to the Administrative Agent (a
“Refinancing Loan Request”), request (A) (i) the establishment of one or more new Classes of term loans under
this Agreement (any such new Class, “New Refinancing Term Commitments”) or (ii) increases to one or more existing
Classes of term loans under this Agreement (any such increase to an existing Class, collectively with New Refinancing Term Commitments,
“Refinancing Term Commitments”), or (B)(i) the establishment of one or more new Classes of revolving credit commitments
under this Agreement (any such new Class, “New Refinancing Revolving Credit Commitments”) or (ii) increases to
one or more existing Classes of revolving credit commitments (any such increase to an existing Class, collectively with the New Refinancing
Revolving Credit Commitments, “Refinancing Revolving Credit Commitments”, and collectively with any Refinancing Term
Commitments, “Refinancing Commitments”), in each case, established in exchange for, or to extend, renew, replace, repurchase,
retire or refinance, in whole or in part, as selected by the Borrowers, any one or more then existing Class or Classes of Loans or
Commitments (with respect to a particular Refinancing Commitment or Refinancing Loan, such existing Loans or Commitments, “Refinanced
Debt”), whereupon the Administrative Agent shall promptly deliver a copy of each such notice to each of the Lenders.


 


(b)           Refinancing
Loans. Any Refinancing Term Loans made pursuant to New Refinancing Term Commitments or any New Refinancing Revolving Credit Commitments
made on a Refinancing Facility Closing Date shall be designated a separate Class of Refinancing Term Loans or Refinancing Revolving
Credit Commitments, as applicable, for all purposes of this Agreement. On any Refinancing Facility Closing Date on which any Refinancing
Term Commitments of any Class are effected, subject to the satisfaction of the terms and conditions in this Section 2.15, (i) each
Refinancing Term Lender of such Class shall make a Term Loan to the Borrowers (a “Refinancing Term Loan”) in an
amount equal to its Refinancing Term Commitment of such Class and (ii) each Refinancing Term Lender of such Class shall
become a Lender hereunder with respect to the Refinancing Term Commitment of such Class and the Refinancing Term Loans of such Class made
pursuant thereto. On any Refinancing Facility Closing Date on which any Refinancing Revolving Credit Commitments of any Class are
effected, subject to the satisfaction of the terms and conditions in this Section 2.15, (i) each Refinancing Revolving Credit
Lender of such Class shall make its Refinancing Revolving Credit Commitment available to the Borrowers (when borrowed, a “Refinancing
Revolving Loan” and collectively with any Refinancing Term Loan, a “Refinancing Loan”) and (ii) each
Refinancing Revolving Credit Lender of such Class shall become a Lender hereunder with respect to the Refinancing Revolving Credit
Commitment of such Class and the Refinancing Revolving Loans of such Class made pursuant thereto.


 


(c)           Refinancing
Loan Request. Each Refinancing Loan Request from the Borrowers pursuant to this Section 2.15 shall set forth the requested amount
and proposed terms of the relevant Refinancing Term Loans or Refinancing Revolving Credit Commitments and identify the Refinanced Debt
with respect thereto. Refinancing Term Loans may be made, and Refinancing Revolving Credit Commitments may be provided, by any existing
Lender (but no existing Lender will have an obligation to make any Refinancing Commitment, nor will the Borrowers have any obligation
to approach any existing Lender to provide any Refinancing Commitment) or by any Additional Lender (each such existing Lender or Additional
Lender providing such Commitment or Loan, a “Refinancing Revolving Credit Lender” or “Refinancing Term Lender,”
as applicable, and, collectively, “Refinancing Lenders”); provided that in the case of any Refinancing Revolving
Credit Commitment which are Revolving Credit Commitments, the Administrative Agent shall have consented (not to be unreasonably conditioned,
withheld or delayed) to such Lender’s or Additional Lender’s providing such Refinancing Revolving Credit Commitments to the
extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments,
as applicable, to such Lender or Additional Lender.


 


(d)           Effectiveness
of Refinancing Amendment. The effectiveness of any Refinancing Amendment, and the Refinancing Commitments thereunder, shall be subject
to the satisfaction on the date thereof (a “Refinancing Facility Closing Date”) of each of the following conditions,
together with any other conditions set forth in the Refinancing Amendment:


 


(i)            [Reserved];


 






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(ii)           each
Refinancing Commitment shall be in an aggregate principal amount that is not less than $10,000,000 and shall be in an increment of $1,000,000
(provided that such amount may be less than $10,000,000 and not in an increment of $1,000,000 if such amount is equal to (x) the
entire outstanding principal amount of Refinanced Debt that is in the form of Term Loans or (y) the entire principal amount of Refinanced
Debt (or commitments) that is in the form of Revolving Credit Commitments);


 


(iii)          to
the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of (x) customary legal opinions,
good standing certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed
as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s
form of opinion reasonably satisfactory to the Administrative Agent and (y) reaffirmation agreements and/or such amendments to the
Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Refinancing Commitments and
Refinancing Loans are provided with the benefit of the applicable Loan Documents; and


 


(iv)          the
Refinancing Term Loans made pursuant to any increase in any existing Class of Term Loans shall be added to (and form part of) each
Borrowing of outstanding Term Loans under the respective Class so incurred on a pro rata basis (based on the principal amount of
each Borrowing) so that each Lender under such Class will participate proportionately in each then outstanding Borrowing of Term
Loans under such Class after giving effect to such increase; provided that regularly accruing interest and fees through the
date of the applicable Refinancing Facility Closing Date (as well as amounts owing to any Lender pursuant to Sections 3.01, 3.04, 3.05,
10.04 and 10.05 or similar provisions pursuant to the other Loan Documents) shall remain payable to the respective Lenders to which such
amounts were owing.


 


(e)            Required
Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving
Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrowers and
the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not
identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on
the Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise, at
the option of the Borrowers, either (x) reflect market terms and conditions (taken as a whole) at the time of such refinancing (as
determined by the Administrative Borrower in good faith) or (y) if not consistent with the terms of the corresponding Class under
the Facilities, not be materially more restrictive to the Borrowers (as determined by the Administrative Borrower in good faith), when
taken as a whole, than the terms of the applicable Class under the Facilities being refinanced or replaced (except for covenants
or other provisions applicable only to periods after the Latest Maturity Date of the Term Loans and Revolving Credit Commitments existing
at the time of such refinancing). If necessary to consummate any such Refinancing Loans or Refinancing Commitments as fungible for U.S.
federal income tax purposes with an existing Class of Term Loans or Revolving Credit Commitments, the interest rate margins and rate
floors on the applicable existing Class of Term Loans or Revolving Credit Commitments may be automatically increased and any call
protection provision may be made more favorable to the applicable existing Lenders. In any event:


 


(i)            The
Refinancing Term Loans:


 


(A)            as
of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced
Debt; provided that (I) Refinancing Term Loans consisting of a customary bridge facility so long as the long-term Indebtedness
into which such customary bridge facility is to be converted satisfies this criteria and (II) any Refinancing Term Loans in an aggregate
amount not to exceed the then available Inside Maturity Basket may, in each case, have a final scheduled maturity date earlier than the
Maturity Date of the Refinanced Debt;


 


(B)            as
of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average
Life to Maturity of the Refinanced Debt; provided that (I) Refinancing Term Loans consisting of a customary bridge facility
so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria and (II) 
any Refinancing Term Loans in an aggregate amount not to exceed the then available Inside Maturity Basket may, in each case, have a Weighted
Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt;


 






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(C)            shall
have an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above,
amortization determined by the Borrowers and the applicable Refinancing Term Lenders; provided that if the Applicable Rate and
Eurocurrency Rate or Base Rate floor (if any) for Refinancing Term Loans that constitute an increase to an existing Class of Term
Loans is higher than the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for the Class being increased, then the
Applicable Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency.


 


(D)            shall
have fees determined by the Borrowers and the applicable arranger(s);


 


(E)            shall
not be subject to any Guarantee by any Subsidiary other than a Loan Party;


 


(F)            may
provide for the ability to participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary prepayments
with any other Class of outstanding Term Loans and may provide for the ability to participate on a pro rata basis or less than pro
rata basis (but not on a greater than pro rata basis (except for AHYDO Payments and prepayments pursuant to Section 2.05(b)(iv) and
Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans hereunder;


 


(G)            shall
not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced
Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of
such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument
or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, upfront fees or similar
fees) incurred in connection with the issuance of such Refinancing Term Loans plus other amounts permitted to be incurred under Sections
7.01 and 7.03, as applicable;


 


(H)            (i) shall
rank pari passu in right of payment or junior in right of payment with the Obligations under the then existing Term Loans and Revolving
Credit Loans and (ii) will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to
the extent (x) secured by any Applicable Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor
Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable
Liens), shall be subject to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor
arrangements reasonably satisfactory to the Administrative Agent, as applicable;


 


(ii)           the
Refinancing Revolving Credit Commitments and Refinancing Revolving Loans:


 


(A)            (i) shall
rank pari passu in right of payment with, or junior in right of payment to, the Obligations under the then existing Term Loans
and Revolving Credit Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and
(ii) to the extent (x) secured by any Applicable Lien, shall be subject to the Second Lien Intercreditor Agreement and, if applicable,
the First Lien Intercreditor Agreement and the ABL Intercreditor Agreement, and (y) secured by Liens on the Collateral (other than
Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or,
in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable;


 


(B)            shall
not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect
to the Refinanced Debt; provided that, any Refinancing Revolving Credit Commitments and Refinancing Revolving Loans in an aggregate
amount not to exceed the then available Inside Maturity Basket may have a Weighted Average Life to Maturity shorter than the remaining
Weighted Average Life to Maturity of the Refinanced Debt;


 






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(C)            shall
provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving
Credit Commitments (and related outstandings), (2) repayments required upon the applicable Maturity Date of the Refinancing Revolving
Credit Commitments and any other Class of Revolving Credit Commitments, and (3) repayments made in connection with a permanent
repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit
Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments;


 


(D)            may
include provisions for letter of credit and swing line subfacilities and may be available in Dollars;


 


(E)            shall
provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving
Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but
not greater than pro rata basis) with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently
repay and terminate Commitments (I) in respect of any such Class of Revolving Credit Loans on a greater than pro rata basis
as compared to any other Class of Revolving Credit Loans with a later Maturity Date than such Class or (II) in connection
with any refinancing thereof permitted by this Agreement;


 


(F)            shall
provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed
by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing
on the Refinancing Facility Closing Date;


 


(G)            shall
have an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) determined by the Borrowers and the applicable Refinancing Revolving
Credit Lenders; provided that if the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) with respect to any Refinancing
Revolving Credit Commitments that constitute an increase to an existing Class of Revolving Credit Commitments is higher than the
Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the
Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency;


 


(H)            shall
have fees determined by the Borrowers and the applicable Refinancing Revolving Credit Commitment arranger(s);


 


(I)             shall
not be subject to any Guarantee by any Subsidiary other than a Loan Party; and


 


(J)             shall
not have a greater principal amount of Commitments than the principal amount of the utilized Commitments of the Refinanced Debt plus any
accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently
terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to
be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses
(including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Revolving Credit Commitments
or Refinancing Revolving Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable.


 






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(f)            Refinancing
Amendment. Commitments in respect of Refinancing Term Loans and Refinancing Revolving Credit Commitments shall become additional Commitments
under this Agreement pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the
other Loan Documents, executed by the Borrowers, each Refinancing Lender providing such Commitments, the Administrative Agent. The Refinancing
Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to this Agreement and the other Loan
Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions
of this Section 2.15, including amendments as deemed necessary by the Administrative Agent in its reasonable judgment to effect any
lien subordination and associated rights of the applicable Lenders to the extent any Refinancing Loans are to rank junior in right of
security or to address technical issues relating to funding and payment and any amendments necessary in connection with any Refinancing
Loans necessary to provide that such Refinancing Loans and Refinancing Commitments are fungible for U.S. federal income tax purposes.
The Borrowers will use the proceeds of the Refinancing Term Loans and Refinancing Revolving Credit Commitments to extend, renew, replace,
repurchase, retire or refinance, and shall permanently terminate applicable commitments under, substantially concurrently, the applicable
Refinanced Debt.


 


(g)           Reallocation
of Revolving Credit Exposure. Upon any Refinancing Facility Closing Date on which Refinancing Revolving Credit Commitments are effected
through the establishment of a new Class of revolving credit commitments pursuant to this Section 2.15, if, on such date, there
are any revolving loans under any Revolving Credit Facility then outstanding, such revolving loans shall be prepaid from the proceeds
of a new Borrowing of the Incremental Revolving Loans under such new Class of Refinancing Revolving Credit Commitments in such amounts
as shall be necessary in order that, after giving effect to such Borrowing and all such related prepayments, all revolving credit loans
under all Revolving Credit Facilities will be held by all Lenders under the Revolving Credit Facilities (including Lenders providing such
Refinancing Revolving Credit Commitments) ratably in accordance with their revolving credit commitments under all Revolving Credit Facilities
(after giving effect to the establishment of such Incremental Revolving Credit Commitments). Upon any Refinancing Facility Closing Date
on which Refinancing Revolving Credit Commitments are effected through the increase to any existing Class of Revolving Credit Commitments
pursuant to this Section 2.15, (x) if, on the date of such increase, there are any Revolving Credit Loans outstanding, each
of the Revolving Credit Lenders under such Class shall be deemed to assign to each of the Refinancing Revolving Credit Lenders, and
each of the Refinancing Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders under such Class, at par, such
interests in the Refinancing Revolving Loans outstanding on such Refinancing Facility Closing Date as shall be necessary in order that,
after giving effect to all such assignments and purchases, such Revolving Credit Loans under such Class will be held by existing
Revolving Credit Lenders under such Class and Incremental Revolving Credit Lenders ratably in accordance with their Revolving Credit
Commitments under such Class after giving effect to the addition of such Refinancing Revolving Credit Commitments to the Revolving
Credit Commitments under such Class; provided that regularly accruing interest and fees through the date of the applicable Refinancing
Facility Closing Date (as well as amounts owing to any Lender pursuant to Sections 3.01, 3.04, 3.05, 10.04 and 10.05 or similar provisions
pursuant to the other Loan Documents) shall be retained by the respective Lenders to which such amounts were owing and shall not be subject
to the assignments sold and purchased as otherwise required hereby and (y) each Incremental Revolving Credit Commitment shall be
deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit
Loan and (z) each Incremental Revolving Credit Lender shall become a Lender with respect to the Incremental Revolving Credit Commitments
and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements
in Section 2.02 and 2.05(a) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding
sentence.


 


(h)           Refinancing
Equivalent Debt.


 


(i)            In
lieu of incurring any Refinancing Term Loans or Refinancing Revolving Credit Commitments, the Borrowers may, upon notice to the Administrative
Agent, at any time or from time to time after the Closing Date issue, incur or otherwise obtain (A) secured Indebtedness (including
any Registered Equivalent Notes) in the form of one or more series of senior secured notes or loans (provided that such Liens on the Term
Loan Priority Collateral shall rank pari passu with the Liens on the Term Loan Priority Collateral securing the Obligations under
this Agreement (but without regard to control of remedies)) (such notes or loans, “Permitted Pari Passu Secured Refinancing Debt”),
(B) secured Indebtedness (including any Registered Equivalent Notes) in the form of one or more series of second lien (or other junior
lien) secured notes or second lien (or other junior lien) secured loans (such notes or loans, “Permitted Junior Secured Refinancing
Debt”) and (C) unsecured or subordinated Indebtedness (including any Registered Equivalent Notes) in the form of one or
more series of unsecured or subordinated notes or loans (such notes or loans, “Permitted Unsecured Refinancing Debt”
and together with Permitted Pari Passu Secured Refinancing Debt and Permitted Junior Secured Refinancing Debt, “Refinancing Equivalent
Debt”), in each case, in exchange for, or to extend, renew, replace, repurchase, retire or refinance, in whole or in part, any
existing Class or Classes of Loans (such Loans, “Refinanced Loans”).


 






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(ii)           Any
Refinancing Equivalent Debt:


 


(A)            (1) shall
not (other (I)  any Refinancing Equivalent Debt consisting of a customary bridge facility so long as the long-term Indebtedness
into which such customary bridge facility is to be converted satisfies this criteria and (II) any Refinancing Equivalent Debt in
an aggregate amount not to exceed the then available Inside Maturity Basket) have a Maturity Date prior to the Maturity Date of the Refinanced
Loan, (2) if in the form of term loans (other than (I) any Refinancing Equivalent Debt consisting of a customary bridge facility
so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria and (II) any
Refinancing Equivalent Debt in an aggregate amount not to exceed the then available Inside Maturity Basket) have a Weighted Average Life
to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Loans, (3) (I) shall rank pari
passu with, or junior in right of payment to, the Obligations under the then existing Term Loans and Revolving Credit Loans and will
either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (II) to the extent (x) secured
by any Applicable Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable,
the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject
to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably
satisfactory to the Administrative Agent, as applicable, (4) shall not be guaranteed by Subsidiaries other than Guarantors, (5) shall
not have a greater principal amount than the principal amount of the Refinanced Loans plus any accrued but unpaid interest on such Refinanced
Loans plus existing commitments unutilized under such Refinanced Loans to the extent permanently terminated at the time of incurrence
of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument
or documents governing such Refinanced Loans and any defeasance costs and any fees and expenses (including OID, upfront fees or similar
fees) incurred in connection with the issuance of such Refinancing Equivalent Debt plus other amounts permitted to be incurred under
Section 7.03 and (7) except as otherwise set forth in this clause (h)(ii), shall (x) reflect market terms and conditions
(taken as a whole) at the time of such refinancing (as determined by the Administrative Borrower in good faith) or (y) if not consistent
with the terms of the corresponding Class under the Facilities, not be materially more restrictive to the Borrowers (as determined
by the Administrative Borrower in good faith), when taken as a whole, than the terms of the applicable Class under the Facilities
being refinanced or replaced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the
Term Loans and Revolving Credit Commitments existing at the time of such refinancing),


 


(B)            [reserved],
and


 


(C)            shall
be incurred, and the proceeds thereof used, solely to repay, repurchase, retire or refinance substantially concurrently the Refinanced
Loans and terminate all commitments thereunder.


 


(i)            This
Section 2.15 shall supersede any provisions in Section 2.13 or 10.01 to the contrary.


 






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Section 2.16          Extension
of Term Loans; Extension of Revolving Credit Loans.


 


(a)            Extension
of Term Loans. The Borrowers may, at any time and from time to time request that all or a portion of the Term Loans of a given Class (each,
an “Existing Term Loan Tranche”) be amended to extend the scheduled Maturity Date(s) with respect to all or a
portion of the Term Loans of such Existing Term Loan Tranche (any such Term Loans which have been so amended, “Extended Term
Loans”) and to provide for other terms consistent with this Section 2.16. In order to establish any Extended Term Loans,
the Borrowers shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under
the applicable Existing Term Loan Tranche) (each, a “Term Loan Extension Request”) setting forth the proposed terms
of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such Existing Term Loan
Tranche (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable
in connection therewith that are not generally shared with all Extending Term Lenders (other than any transaction or similar fee payable
to the applicable consenting Lenders in connection with such Extension Amendment)) and offered pro rata to each Lender under such Existing
Term Loan Tranche and (y) be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the
Administrative Borrower) to the Extending Term Lenders than those applicable to the Existing Term Loan Tranche subject to such Term Loan
Extension Request (except if the existing Lenders receive the benefit of such favorable terms or for covenants or other provisions applicable
only to periods after the Latest Maturity Date), including: (i) all or any of the scheduled amortization payments of principal of
the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such
Existing Term Loan Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no
time shall there be Classes of Term Loans hereunder (including Refinancing Term Loans and Extended Term Loans) which have more than five
different Maturity Dates; (ii) the All-In Yield, pricing, optional redemptions and prepayments and AHYDO Payments with respect to
the Extended Term Loans (whether in the form of interest rate margin, upfront fees, OID or otherwise) may be different than the All-In
Yield, pricing, optional redemptions and prepayments and AHYDO Payments for the Term Loans of such Existing Term Loan Tranche, in each
case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants
and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment
(immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have call protection as may
be agreed by the Borrowers and the Lenders thereof; provided that (A) unless incurred in reliance upon the then available
Inside Maturity Basket, in no event shall the Maturity Date of any Extended Term Loans of a given Term Loan Extension Series at
the time of establishment thereof be earlier than the Maturity Date of the applicable Existing Term Loan Tranche, (B) unless incurred
in reliance upon the then available Inside Maturity Basket, the Weighted Average Life to Maturity of any Extended Term Loans of a given
Term Loan Extension Series at the time of establishment thereof shall be no shorter than the remaining Weighted Average Life to
Maturity of the applicable Existing Term Loan Tranche, (C) all documentation in respect of such Extension Amendment shall be consistent
with the foregoing, (D) any Extended Term Loans may participate on a pro rata basis or less than or greater than a pro rata basis
in any voluntary repayments or prepayments of principal of Term Loans hereunder and on a pro rata basis or less than a pro rata basis
(but not greater than a pro rata basis except in the case of AHYDO Payments or a prepayment under Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)),
in any mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Term Loan Extension Request
and (E) any extension of such Extended Term Loans shall be subject to no Event of Default under Section 8.01(a) or (f).
Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan
Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans
amended from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase
in any previously established Term Loan Extension Series with respect to such Existing Term Loan Tranche (in which case scheduled
amortization with respect thereto shall be proportionately increased); provided, further, that if the Applicable Rate and
Eurocurrency Rate or Base Rate floor (if any) for any such increase shall be higher than the Applicable Rate and Eurocurrency Rate or
Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the Class being increased shall be automatically
increased as and to the extent necessary to eliminate such deficiency. Each request for a Term Loan Extension Series of Extended
Term Loans proposed to be incurred under this Section 2.16 shall be in an aggregate principal amount that is not less than $10,000,000
(it being understood that the actual principal amount thereof provided by the applicable Lenders may be lower than such minimum amount)
and the Borrowers may impose an Extension Minimum Condition with respect to any Term Loan Extension Request, which may be waived by the
Borrowers in their sole discretion.


 






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(b)           Extension
of Revolving Credit Commitments. The Borrowers may at any time and from time to time request that all or a portion of the Revolving
Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend the Maturity Date
with respect to all or a portion of any principal amount of such Revolving Credit Commitments (any such Revolving Credit Commitments which
have been so amended, “Extended Revolving Credit Commitments” and any loans under such Extended Revolving Credit Commitments,
“Extended Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.16. In order
to establish any Extended Revolving Credit Commitments, the Borrowers shall provide a notice to the Administrative Agent (who shall provide
a copy of such notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolver Extension Request”)
setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as
offered to each Lender under such Existing Revolver Tranche (including as to the proposed interest rates and fees payable, but excluding
any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all Extending Revolving
Credit Lenders (other than any transaction or similar fee payable to the applicable consenting Lenders in connection with such Extension
Amendment)) and offered pro rata to each Lender under such Existing Revolver Tranche, and (y) be substantially identical to, or taken
as a whole, no more favorable (as reasonably determined by the Administrative Borrower) to the Extending Revolving Credit Lender, as the
original Revolving Credit Commitments (and related outstandings) unless the existing Lenders receive the benefit of such favorable terms
or for covenants and other provisions applicable only to periods after the Latest Maturity Date: (i) the Maturity Date of the Extended
Revolving Credit Commitments may be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such Existing
Revolver Tranche, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall
there be Classes of Revolving Credit Commitments hereunder (including Extended Revolving Credit Commitments) which have more than five
different Maturity Dates; (ii) the All-In Yield, pricing, optional redemption or prepayment terms, with respect to extensions of
credit under the Extended Revolving Credit Commitments (whether in the form of interest rate margin, upfront fees, OID or otherwise) may
be different than the All-In Yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Credit
Commitments of such Existing Revolver Tranche, in each case, to the extent provided in the applicable Extension Amendment; (iii) the
Extension Amendment may provide for other covenants (as determined by the Borrowers and Lenders extending) and terms that apply solely
to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to
the establishment of such Extended Revolving Credit Commitments); and (iv) all borrowings under the applicable Revolving Credit Commitments
(i.e., the Existing Revolver Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension Series)
and repayments thereunder shall be made on a pro rata basis (except for (I) payments of interest and fees at different rates on Extended
Revolving Credit Commitments (and related outstandings), (II) repayments required upon the Maturity Date of the non-extending Revolving
Credit Commitments and (III) repayments made in connection with a permanent repayment and termination of non-extended Revolving Credit
Commitments); provided, further, that in no event shall the Maturity Date of any Extended Revolving Credit Commitments of
a given Revolver Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any other
Revolving Credit Commitments hereunder, and all documentation in respect of such Extension Amendment shall be consistent with the foregoing
and the effectiveness of any Extended Revolving Credit Commitments shall be subject to no Event of Default under Section 8.01(a) or
(f). Any Extended Revolving Credit Commitments amended pursuant to any Revolver Extension Request shall be designated a series (each,
a “Revolver Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided
that any Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable
Extension Amendment, be designated as an increase in any previously established Revolver Extension Series with respect to such Existing
Revolver Tranche. Each request for a Revolver Extension Series of Extended Revolving Credit Commitments proposed to be incurred under
this Section 2.16 shall be in an aggregate principal amount that is not less than $10,000,000 (it being understood that the actual
principal amount thereof provided by the applicable Lenders may be lower than such minimum amount) and the Borrowers may impose an Extension
Minimum Condition with respect to any Revolver Extension Request, which may be waived by the Borrowers in their sole discretion.


 


(c)            Extension
Request. The Borrowers shall provide the applicable Extension Request at least five (5) Business Days (or such shorter period
as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Term Loan Tranche or Existing Revolver
Tranche, as applicable, are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable
to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.16. No Lender shall have
any obligation to agree to have any of its Term Loans of any Existing Term Loan Tranche amended into Extended Term Loans or any of its
Revolving Credit Commitments amended into Extended Revolving Credit Commitments, as applicable, pursuant to any Extension Request. Any
Lender holding a Loan under an Existing Term Loan Tranche (each, an “Extending Term Lender”) wishing to have all or
a portion of its Term Loans under the Existing Term Loan Tranche subject to such Extension Request amended into Extended Term Loans and
any Revolving Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its
Revolving Credit Commitments under the Existing Revolver Tranche subject to such Extension Request amended into Extended Revolving Credit
Commitments, as applicable, 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 Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments
under the Existing Revolver Tranche, as applicable, which it has elected to request be amended into Extended Term Loans or Extended Revolving
Credit Commitments, as applicable (subject to any minimum denomination requirements imposed by the Administrative Agent). In the event
that the aggregate principal amount of Term Loans under the Existing Term Loan Tranche or Revolving Credit Commitments under the Existing
Revolver Tranche, as applicable, in respect of which applicable Term Lenders or Revolving Credit Lenders, as the case may be, shall have
accepted the relevant Extension Request exceeds the amount of Extended Term Loans or Extended Revolving Credit Commitments, as applicable,
requested to be extended pursuant to the Extension Request, Term Loans or Revolving Credit Commitments, as applicable, subject to Extension
Elections shall be amended to Extended Term Loans or Revolving Credit Commitments, as applicable, on a pro rata basis (subject to rounding
by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans or Revolving Credit Commitments,
as applicable, included in each such Extension Election.


 






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(d)           Extension
Amendment. Extended Term Loans and Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, an “Extension
Amendment”) to this Agreement among the Borrowers, the Administrative Agent and each Extending Term Lender or Extending Revolving
Credit Lender, as applicable, providing an Extended Term Loan or Extended Revolving Credit Commitment, as applicable, thereunder, which
shall be consistent with the provisions set forth in Sections 2.16(a) or (b) above, respectively (but which shall not require
the consent of any other Lender). The effectiveness of any Extension Amendment shall be subject to, to the extent reasonably requested
by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions (conformed as appropriate), good standing
certificates, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate)
other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion
reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments to the Collateral Documents
as may be reasonably requested by the Administrative Agent in order to ensure that the Extended Term Loans or Extended Revolving Credit
Commitments, as applicable, are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify
each Lender as to the effectiveness of each Extension Amendment. Each of the parties hereto hereby agrees that this Agreement and the
other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent (but only
to the extent) necessary to (i) reflect the existence and terms of the Extended Term Loans or Extended Revolving Credit Commitments,
as applicable, incurred pursuant thereto, (ii) modify the scheduled repayments set forth in Section 2.07 with respect to any
Existing Term Loan Tranche subject to an Extension Election to reflect a reduction in the principal amount of the Term Loans required
to be paid thereunder in an amount equal to the aggregate principal amount of the Extended Term Loans amended pursuant to the applicable
Extension (with such amount to be applied ratably to reduce scheduled repayments of such Term Loans required pursuant to Section 2.07),
(iii) modify the prepayments set forth in Section 2.05 to reflect the existence of the Extended Term Loans and the application
of prepayments with respect thereto, (iv) address technical issues relating to funding and payments and (v) effect such other
amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative
Agent and the Borrowers, to effect the provisions of this Section 2.16, including any amendments necessary in connection with any
Extended Term Loans or Extended Revolving Credit Commitments necessary to provide that such Extended Term Loans or Extended Revolving
Credit Commitments are fungible for U.S. federal income tax purposes, and the Required Lenders hereby expressly authorize the Administrative
Agent to enter into any such Extension Amendment. If necessary to consummate any such Extended Term Loans and Extended Revolving Credit
Commitments as fungible for U.S. federal income tax purposes with an existing Class of Term Loans or Revolving Credit Commitments,
the interest rate margins and rate floors on the applicable existing Class of Term Loans or Revolving Credit Commitments may be automatically
increased and any call protection provision may be made more favorable to the applicable existing Lenders.


 


(e)            No
Prepayment. No conversion or extension of Loans or Commitments pursuant to any Extension Amendment in accordance with this Section 2.16
shall constitute a voluntary or mandatory prepayment or repayment for purposes of this Agreement. This Section 2.16 shall supersede
any provisions in Section 2.13 or 10.01 to the contrary.


 






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Section 2.17          Defaulting
Lenders.


 


(a)            Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)            Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in Section 10.01.


 


(ii)            Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that
Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise), shall be applied at such
time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that
Defaulting Lender to the Administrative Agent hereunder; second, as the Borrowers may request (so long as no Default or Event
of Default has occurred and is continuing), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund
its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative
Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting
Lender to fund Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment
of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s
breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default has occurred and is continuing,
to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the
Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement;
and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate
share and (y) such Loans were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment
shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any
Loans of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or
held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed
paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.


 


(b)            Defaulting
Lender Cure. If the Administrative Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting
Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as
of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect
to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders at
par or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Credit Loans to be held
on a pro rata basis by the Lenders in accordance with their Pro Rata Share or other applicable share provided under this Agreement (without
giving effect to the reallocation of such Lender’s participation pursuant to Section 2.17(a)(iv)), whereupon that Lender will
cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments
made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the
extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver
or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


Section 2.18          Co-Borrowers.


 


(a)            Each
Borrower accepts joint and several liability hereunder in consideration of the financial accommodation to be provided by the Administrative
Agent and the Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower
and in consideration of the undertakings of each Borrower to accept joint and several liability for the obligations of each Borrower.


 


(b)            Each
Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder
or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations
on its books and records. Each Borrower’s obligations with respect to Loans made to it, and each Borrower’s obligations arising
as a result of the joint and several liability of such Borrower hereunder, with respect to Loans made to and other Obligations owing
by the Borrowers hereunder, shall be separate and distinct obligations, but all such obligations shall be primary obligations of each
Borrower.


 






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(c)            Each
Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to Loans
made to and other Obligations owing by the Borrowers hereunder shall, to the fullest extent permitted by law, be unconditional irrespective
of (A) the validity or enforceability, avoidance or subordination of the obligations of any other Borrower or of any promissory
note or other document evidencing all or any part of the obligations of any other Borrower, (B) the absence of any attempt to collect
the Obligations from any other Borrower, any other guarantor, or any other security therefor, or the absence of any other action to enforce
the same, (C) the waiver, consent, extension, forbearance or granting of any indulgence by the Administrative Agent or any Lender
with respect to any provision of any instrument evidencing the obligations of any other Borrower, or any part thereof, or any other agreement
now or hereafter executed by any other Borrower and delivered to the Administrative Agent or any Lender, (D) the failure by the
Administrative Agent or any Lender to take any steps to perfect and maintain its security interest in, or to preserve its rights to,
any security or collateral for the obligations of any other Borrower, (E) the Administrative Agent’s or any Lender’s
election, in any proceeding instituted under the Bankruptcy Code of the United States, of the application of Section 1111(b)(2) of
the Bankruptcy Code of the United States, (F) any borrowing or grant of a security interest by any other Borrower, as Debtor In
Possession under Section 364 of the Bankruptcy Code of the United States, (G) the disallowance of all or any portion of the
Administrative Agent’s or any Lender’s claim(s) for the repayment of the obligations of any other Borrower under Section 502
of the Bankruptcy Code of the United States, or (H) any other circumstances which might constitute a legal or equitable discharge
or defense of a guarantor or of any other Borrower. With respect to each Borrower’s obligations arising as a result of the joint
and several liability of such Borrower hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the
Obligations shall have been paid in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce
any right of subrogation or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower,
any endorser or any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security
or collateral given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower
to the Administrative Agent or any Lender.


 


(d)            Upon
the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly and
at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without first
proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each Borrower consents
and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in favor of any Borrower
or against or in payment of any or all of the Obligations.


 


(e)            Each
Borrower hereby irrevocably appoints the Administrative Borrower as the borrowing agent and attorney-in-fact for the Borrowers, which
appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written notice
signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed in the place of the
Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i) to provide to
the Administrative Agent and receive from the Administrative Agent all notices with respect to Loans obtained for the benefit of any
Borrower and all other notices and instructions under this Agreement and the other Loan Documents and (ii) to take such action as
the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are reasonably incidental
thereto to carry out the purposes of this Agreement. It is understood that the handling of the Collateral of the Borrowers in a combined
fashion, as more fully set forth herein and in the Collateral Documents, is done solely as an accommodation to the Borrowers in order
to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner and at their request, and that
neither the Agents nor the Lenders shall incur liability to the Borrowers as a result hereof. Each of the Borrowers expects to derive
benefit, directly or indirectly, from the handling of the Collateral in a combined fashion since the successful operation of each Borrower
is dependent on the continued successful performance of the integrated group


 






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(f)            After
the Closing Date, the Administrative Borrower may, at any time and from time to time, designate any Restricted Subsidiary that
is a wholly-owned Domestic Subsidiary that is treated as a corporation for U.S. federal income tax purposes as a Borrower by delivery
to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Administrative Borrower, together with
any documentation and other information with respect to such additional Borrower required by regulatory authorities under applicable “know
your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act requested by
the Administrative Agent (and to the extent not theretofore delivered on the Closing Date or otherwise) and satisfied the Collateral and
Guarantee Requirement (including without limitation the actions as specified in Section 6.11 with respect to newly formed Subsidiaries),
and upon such delivery and satisfaction, such Subsidiary shall for all purposes of this Agreement and the other Loan Documents be a Borrower
and a party to this Agreement. As soon as practicable upon receipt of a Borrower Joinder Agreement, the Administrative Agent shall furnish
a copy thereof to each Lender.


 


Article III.

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY


 


Section 3.01          Taxes.


 


(a)            Except
as provided in this Section 3.01, all payments made by or on account of the Borrowers or Guarantors to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction or withholding for any
Taxes, except as required by any Law. If the Borrowers, any Guarantor or other applicable withholding agent shall be required by any
Laws to deduct or withhold any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) if
the Tax in question is an Indemnified Tax or Other Tax (as defined below), the sum payable by the Borrowers or any Guarantor shall be
increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable
to additional sums payable under this Section 3.01), each of such Lender (or where any Agent receives the payments for its own account,
such Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the
applicable withholding agent shall make such deductions, (iii) the applicable withholding agent shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after
the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), if
the Borrowers or any Guarantor is the applicable withholding agent, it shall furnish to such Agent or Lender (as the case may be) the
original or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or Lender.


 


(b)            In
addition, the Borrowers agree to pay any and all present or future stamp, court or documentary Taxes and any other excise, property,
intangible or mortgage recording Taxes, imposed by any Governmental Authority, which arise from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document excluding, in each case, any such Tax imposed as a result
of an Agent or Lender’s Assignment and Assumption, grant of a participation, transfer or assignment to or designation of a new
applicable Lending Office or other office for receiving payments under any Loan Document (collectively, “Assignment Taxes”),
except for Assignment Taxes resulting from an assignment or participation that is requested or required in writing by the Borrowers (all
such non-excluded taxes described in this Section 3.01(b) being hereinafter referred to as “Other Taxes”).


 


(c)            The
Borrowers and each Guarantor agree to promptly indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes
and Other Taxes payable by such Agent or such Lender and (ii) any expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the Governmental Authority. A certificate as to the amount of such payment
or liability prepared in good faith and delivered by such Agent or Lender (or by an Agent on behalf of such Lender), accompanied by a
written statement thereof setting forth in reasonable detail the basis and calculation of such amounts shall be conclusive absent manifest
error.


 






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(d)           Each
Lender and Agent shall, at such times as are reasonably requested by the Borrowers or the Administrative Agent, provide the Borrowers
and the Administrative Agent with any documentation prescribed by Law or reasonably requested by the Borrowers or the Administrative Agent
certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any payments to
be made to such Lender under the Loan Documents. Each such Lender and Agent shall, whenever a lapse in time or change in circumstances
renders such documentation obsolete or inaccurate in any material respect, deliver promptly and on or before the date such documentation
expires, becomes obsolete or inaccurate to the Borrowers and the Administrative Agent updated or other appropriate documentation (including
any new documentation reasonably requested by the Borrowers or the Administrative Agent) or promptly notify the Borrowers and the Administrative
Agent in writing of its legal ineligibility to do so. Unless the applicable withholding agent has received forms or other documents satisfactory
to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding Tax or are subject to such Tax
at a rate reduced by an applicable tax treaty, the applicable withholding agent shall withhold amounts required to be withheld by applicable
Law from such payments at the applicable statutory rate. Notwithstanding any other provision of this clause (d), a Lender shall not be
required to deliver any form pursuant to this clause (d) that such Lender is not legally eligible to deliver. Without limiting the
foregoing:


 





(i)           Each
Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers and the Administrative
Agent on or before the date on which it becomes a party to this Agreement and at the reasonable request of the Parent Borrower or Administrative
Agent two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor forms) certifying
that such Lender is exempt from U.S. federal backup withholding.


 


(ii)           Each
Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers and the
Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the request
of the Borrowers or the Administrative Agent) whichever of the following is applicable:


 


(A)           two
properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successor
forms), claiming eligibility for the benefits of an income tax treaty to which the United States is a party,


 


(B)           two
properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),


 


(C)           in
the case of a Lender claiming the benefits of the exemption for portfolio interest under Sections 871(h) or 881(c) of the
Code, (A) a certificate substantially in the form of Exhibit I hereto (any such certificate a “United States
Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of Internal Revenue Service
Form W-8BEN or W-8BEN-E, as applicable (or any successor forms), or


 


(D)           to
the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Participant holding a participation
granted by a participating Lender), two properly completed and duly signed original copies of Internal Revenue Service Form W-8IMY
(or any successor forms) of the Lender, accompanied by a properly completed and duly signed Form W-8ECI, W-8BEN, W-8BEN-E, United
States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each beneficial owner, as applicable
(provided that, if such Lender is a partnership (and not a participating Lender) and one or more beneficial owners are claiming
the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf of such beneficial
owner(s)).


 


(iii)           Each
Administrative Agent that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers
two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor forms) with respect
to fees received on its own behalf, certifying that such Administrative Agent is exempt from U.S. federal backup withholding. Each Administrative
Agent that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers and the Administrative
Agent two properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms) with
respect to fees received on its own behalf and Internal Revenue Service Form W-8IMY, and including required accompanying documentation
with respect to payments to be received by it on behalf of the Lenders, 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 within 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 resident for tax purposes in the
United States with respect to such payments as contemplated by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).


 









    	 	-103-	 



     


    

 


(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 Borrowers and the Administrative
Agent at the time or times prescribed by Laws and at such time or times reasonably requested by the Borrowers or the Administrative Agent
such documentation prescribed by applicable Laws and such additional documentation reasonably requested by the Borrowers or the Administrative
Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine
whether such Lender has or has not complied with such Lender’s obligations under FATCA and, if necessary, to determine the amount
to deduct and withhold from such payment.


 


(f)            Each
Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any documentation
provided by such Lender to the Administrative Agent pursuant to Section 3.01(d) or (e) above.


 


(g)           Any
Lender or Agent claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to mitigate
or reduce the additional amounts payable, which reasonable efforts may include a change in the jurisdiction of its Lending Office (or
any other measures reasonably requested by the Borrowers) if such a change or other measures would reduce any such additional amounts
(or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any unreimbursed
cost or expense or be otherwise disadvantageous to such Lender.


 


(h)           If
any Lender or Agent determines, in its sole discretion exercised in good faith, that it has received a refund in respect of any Indemnified
Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by a Loan Party pursuant to this Section 3.01,
it shall promptly remit to such Loan Party an amount equal to the amount of such refund (but only to the extent of indemnification or
additional amounts paid by the Loan Party under this Section 3.01(h) with respect to the Indemnified Taxes or Other Taxes giving
rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes) of the Lender or Agent, as the case may be, and
without interest (other than any interest paid by the relevant taxing authority with respect to such refund net of any Taxes payable by
any Agent or Lender on such interest); provided that the Loan Parties, upon the request of the Lender or Agent, as the case may
be, shall promptly return such refund (plus any penalties, interest or other charges imposed by the relevant taxing authority) to such
party in the event such party is required to repay such refund to the relevant taxing authority. The Administrative Agent or such Lender,
as the case may be, shall provide the Loan Party with a copy of any notice of assessment or other evidence reasonably available of the
requirement to repay such refund received from the relevant taxing authority. This Section shall not be construed to require any
Agent or any Lender to make available its tax returns (or any other information relating to Taxes that it deems confidential) to the Borrowers
or any other person.


 


Section 3.02         Illegality.


 


If any Lender reasonably determines
that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based upon the Eurocurrency
Rate in each case after the Closing Date, then, on written notice thereof by such Lender to the Borrowers through the Administrative Agent,
(i) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans to Eurocurrency Rate
Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the
interest rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base
Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to
the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrowers that
the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all applicable Eurocurrency Rate Loans of
such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality,
be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day
of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly,
if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of
such Lender determining or charging interest rates based upon the Eurocurrency Rate component of the Base Rate with respect to any Base
Rate Loans, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without
reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no
longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Each Lender agrees to designate
a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender,
otherwise be materially disadvantageous to such Lender. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest
on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment and conversion.


 






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Section 3.03         Inability
to Determine Rates.


 


(a)           If,
after the Closing Date, the Required Lenders reasonably determine that for any reason in connection with any request for a Eurocurrency
Rate Loan or a conversion to or continuation thereof that (i) deposits are not being offered to banks in the London interbank eurodollar
market for the applicable amount, currency and Interest Period of such Eurocurrency Rate Loan (such Loans, the “Impacted Loans”),
(ii) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect
to a proposed Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, or (iii) the Eurocurrency Rate
for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to
such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (x) the
obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in the event of a determination
described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency
Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the
Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing
of Base Rate Loans in the amount specified therein.


 


(b)           Notwithstanding
the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 3.03(a), the Administrative
Agent, with the consent of the Parent Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such
alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice
delivered with respect to the Impacted Loans under clause (i) of the first sentence of this Section 3.03(a), (2) the Administrative
Agent or the Required Lenders notify the Administrative Agent and the Borrowers that such alternative interest rate does not adequately
and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make,
maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest
rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of
the foregoing and provides the Administrative Agent and the Borrowers written notice thereof.


 


(c)           Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents:


 


		(i)	On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor
of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness
of overnight/Spot Next, 1-week, 1-month, 2-month, 3-month, 6-month and 12- month U.S. dollar LIBOR tenor settings. On the earliest of
(A) the date that all Available Tenors of U.S. dollar LIBOR have permanently or indefinitely ceased to be provided by IBA or have
been announced by the FCA pursuant to public statement or publication of information to be no longer representative, (B) June 30,
2023 and (C) the Early Opt-in Effective Date in respect of a SOFR Early Opt-in, if the then-current Benchmark is LIBOR, the Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark
on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or
any other Loan Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.



 






    	 	-105-	 



     


    

 


		(ii)	(x) Upon (A) the occurrence of a Benchmark Transition Event or (B) a determination by the
Administrative Agent that neither of the alternatives under clause (1) of the definition of Benchmark Replacement are available,
the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of
any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is
provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan
Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement
from Lenders comprising the Required Lenders (and any such objection shall be conclusive and binding absent manifest error); provided
that solely in the event that the then-current Benchmark at the time of such Benchmark Transition Event is not a SOFR-based rate, the
Benchmark Replacement therefor shall be determined in accordance with clause (1) of the definition of Benchmark Replacement unless
the Administrative Agent reasonably determines that neither of such alternative rates is available.



 


(y)  On the
Early Opt-in Effective Date in respect of an Other Rate Early Opt-in, the Benchmark Replacement will replace LIBOR for all purposes hereunder
and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment
to, or further action or consent of any other party to this Agreement or any other Loan Document.


 


		(iii)	At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased
to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant
to public statement or publication of information to be no longer representative of the underlying market and economic reality that such
Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing
of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark
until the Borrower’s receipt of notice from the Administrative Agent that a Benchmark Replacement has replaced such Benchmark, and,
failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate
Loans. During the period referenced in the foregoing sentence, the component of Base Rate based upon the Benchmark will not be used in
any determination of Base Rate.



 


		(iv)	In connection with the implementation and administration of a Benchmark Replacement, the Administrative
Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary
herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective
without any further action or consent of any other party to this Agreement.



 


		(v)	The Administrative Agent will promptly notify the Administrative Borrower and the Lenders of (A) the
implementation of any Benchmark Replacement and (B) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination,
decision or election that may be made by the Administrative Agent pursuant to this Section 3.03(c), including any determination with
respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take
or refrain from taking any action, will be conclusive and binding absent manifest error.



 


		(vi)	At any time (including in connection with the implementation of a Benchmark Replacement), (A) if
the then-current Benchmark is a term rate (including Term SOFR or LIBOR), then the Administrative Agent may remove any tenor of such Benchmark
that is unavailable or non-representative for Benchmark (including Benchmark Replacement) settings and (B) the Administrative Agent
may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings.



 






    	 	-106-	 



     


    

 


Section 3.04         Increased
Cost and Reduced Return; Capital Adequacy; Eurocurrency Rate Loan Reserves.


 


(a)           If
any Lender reasonably determines that as a result of a Change in Law, there shall be any increase in the cost to such Lender of agreeing
to make or making, funding or maintaining Eurocurrency Rate Loans, or a reduction in the amount received or receivable by such Lender
in connection with any of the foregoing (including any Taxes (other than (i) Indemnified Taxes or Other Taxes or (ii) Taxes
imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document that are excluded
from the definition of Indemnified Taxes pursuant to clauses (i) through (vi) thereof), including by imposing, modifying or
holding applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against its loans, loan principal,
letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and
excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from reserve requirements
contemplated by Section 3.04(c) or the definition of Eurocurrency Rate), then from time to time within fifteen (15) days after
demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent
given in accordance with Section 3.06), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender
for such increased cost or reduction.


 


(b)           If
any Lender reasonably determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s
holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such
Lender’s capital or on the capital of any such Lender’s holding companies, if any, as a consequence of this Agreement, the
Commitments of such Lender or the Loans made by it, to a level below that which such Lender or such Lender’s holding companies could
have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s
holding companies with respect to capital adequacy and liquidity), then from time to time upon demand of such Lender (with a copy of such
demand to the Administrative Agent), the Borrowers will pay to such Lender, as the case may be, within fifteen (15) days after demand
by such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding companies for any such
reduction suffered.


 


(c)           The
Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency Rate funds or deposits, additional interest on the unpaid principal amount of each applicable
Eurocurrency Rate Loan of the Borrowers equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined
by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such
Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financing
regulatory authority imposed in respect of the maintenance of the Commitments or the funding of any Eurocurrency Rate Loans of the Borrowers,
such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal
to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination
shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such
Loan; provided that the Borrowers shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative
Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant
Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.


 


Section 3.05         Funding
Losses.


 


Upon written demand of any
Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting
such amount, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (excluding
loss of anticipated profits or margin) actually incurred by it as a result of:


 


(a)          any
continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan of the Borrowers on a day other than the last day of the
Interest Period for such Loan; or


 






    	 	-107-	 



     


    

 


(b)         any
failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Eurocurrency Rate Loan of the Borrowers on the date or in the amount notified by the Borrowers;


 





including any loss or expense (excluding loss
of anticipated profits or margin) arising from the liquidation or reemployment of funds obtained by it to maintain such Eurocurrency Rate
Loan or from fees payable to terminate the deposits from which such funds were obtained.


 


Section 3.06         Matters
Applicable to All Requests for Compensation.


 


(a)           If
any Lender requests compensation under Section 3.04, or the Borrowers are required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02,
then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be,
in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not
subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material
economic, legal or regulatory respect; provided that nothing in this Section 3.06(a) shall affect or postpone any Obligations
of the Borrowers or the rights of the Lenders under this Article III.


 


(b)           If
any Lender requests compensation by the Borrowers under Section 3.04, the Borrowers may, by notice to such Lender (with a copy to
the Administrative Agent), suspend the obligation of such Lender to make or continue Eurocurrency Rate Loans from one Interest Period
to another Interest Period, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving rise to such
request ceases to be in effect (in which case the provisions of Section 3.06(d) shall be applicable); provided that such
suspension shall not affect the right of such Lender to receive the compensation so requested.


 


(c)           Failure
or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of Section 3.01, 3.02, 3.03 or 3.04
shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be
required to compensate a Lender pursuant to the foregoing provisions of Section 3.01, 3.02, 3.03 or 3.04 for any increased costs
incurred or reductions suffered more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrowers
of the event giving rise to such claim and of such Lender’s intention to claim compensation therefor (except that, if the circumstance
giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include
the period of retroactive effect thereof).


 


(d)           If
the obligation of any Lender to make or continue any Eurocurrency Rate Loan or to convert Base Rate Loans into Eurocurrency Rate Loans
shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall be automatically
converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency Rate Loans (or,
in the case of any immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until
such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to
such conversion no longer exist:


 


(i)           to
the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that would
otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and


 


(ii)          all
Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall be
made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted into
Eurocurrency Rate Loans shall remain as Base Rate Loans.


 






    	 	-108-	 



     


    

 


(e)           If
any Lender gives notice to the Borrowers (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02,
3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06
no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency Rate Loans
made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be automatically
converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency Rate Loans, to the
extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans under such Facility
and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective
Commitments for the applicable Facility.


 





(f)           Any
Agent or Lender claiming compensation under this Article III shall deliver a certificate to the Borrowers setting forth in reasonable
detail the additional amount or amounts to be paid to it hereunder, which shall be conclusive on the absence of manifest error. In determining
such amounts, such Agent or Lender may use any reasonable averaging and attribution methods.


 


Section 3.07         Replacement
of Lenders under Certain Circumstances.


 


If (i) any Lender ceases
to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) the Borrowers
are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01
or 3.04, (iii) any Lender is a Non-Consenting Lender, (iv) any Lender becomes a Defaulting Lender, or (v) any other circumstance
exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Borrowers may, at their sole expense
and effort, upon notice to such Lender and the Administrative Agent, (x) require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07), all of its interests,
rights and obligations under this Agreement (or, with respect to clause (iii) above, all of its interests, rights and obligations
with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver and amendment) and the related
Loan Documents to one or more Eligible Assignees (provided that neither the Administrative Agent nor any Lender shall have any
obligation to the Borrowers to find a replacement Lender or other such Person) that shall assume such obligations (any of which assignee
may be another Lender, if a Lender accepts such assignment); provided that:


 


(a)          the
Borrowers or the Assignee shall have paid to the Administrative Agent the assignment fee specified in Section 10.07(b)(ii)(B) (unless
otherwise waived by the Administrative Agent);


 


(b)          such
Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.05(a)(vi) in
connection with a Repricing Transaction and Section 3.05) from the assignee (to the extent of such outstanding principal and accrued
interest and fees (other than any amount under Section 2.05(a)(vi))) or the Borrowers;


 


(c)          such
Lender being replaced pursuant to this Section 3.07 shall (1) execute and deliver an Assignment and Assumption with respect
to all, or a portion as applicable, of such Lender’s Commitment and outstanding Loans, and (2) deliver any Notes evidencing
such Loans to the Borrowers or Administrative Agent (or a lost or destroyed note indemnity in lieu thereof); provided that the
failure of any such Lender to execute an Assignment and Assumption or deliver such Notes shall not render such sale and purchase (and
the corresponding assignment) invalid and such assignment may be recorded in the Register and the Notes shall be deemed to be canceled
upon such failure;


 


(d)          upon
such payment set forth in clauses (a) and (b) above and, if so requested by the assignee Lender, delivery to the assignee Lender
of the appropriate Note or Notes executed by the Borrowers, the assignee Lender shall become a Lender hereunder and the assigning Lender
shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect
to indemnification provisions under this Agreement, which shall survive as to such assigning Lender;


 






    	 	-109-	 



     


    

 


(e)           in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant
to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 





(f)           such
assignment does not conflict with applicable Laws;


 


(g)          [reserved];
and


 


(h)          the
Lender that acts as the Administrative Agent cannot be replaced in its capacity as Administrative Agent other than in accordance with
Section 9.06,


 


or (y) terminate the Commitment of such Lender,
and in the case of a Lender, repay all Obligations of the Borrowers owing to such Lender relating to the Loans and participations held
by such Lender as of such termination date; provided that in the case of any such termination of the Commitment of a Non-Consenting
Lender such termination shall be sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure,
waiver or amendment of the Loan Documents and such termination shall, with respect to clause (iii) above, be in respect of all of
its interests, rights and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent,
waiver and amendment.


 


Notwithstanding
the foregoing, in addition if a Non-Consenting Lender is being replaced in connection with any Extension Amendment, Refinancing Amendment,
Permitted Repricing Amendment or amendment effecting a Replacement Term Loan, the Borrowers shall have the option, with the consent of
the Administrative Agent and subject to at least three Business Days’ advance notice (which notice may be rescinded if the
transaction contemplated in such notice is not consummated) to such Non-Consenting Lenders, in lieu of execution of an Assignment and
Assumption as otherwise provided for in this clause (b), effect such assignment by purchasing any such Non-Consenting Lender’s Loans
(which shall be automatically cancelled upon consummation of such acquisition) and unfunded Commitments at par (allocated among the applicable
Lenders in the same manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally
reduced or terminated by the Borrowers), accompanied by payment of any accrued interest and fees thereon (and, if applicable, any amounts
payable pursuant to clause (e) of this Section, Section 3.05 and any amounts under Section 2.05(a)(vi) in connection
with a Repricing Transaction). By receiving such purchase price, the applicable Lenders shall automatically be deemed to have assigned
such Loans or Commitments pursuant to the terms of an Assignment and Assumption, and accordingly no other action by such Lenders shall
be required in connection therewith.


 


In the event that (i) the
Borrowers or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents
or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each affected Lender
or all the Lenders with respect to a certain Class or Classes of the Loans and/or Commitments and (iii) the Required Lenders
(or, in the case of a consent, waiver or amendment involving all affected Lenders or all Lenders of a certain Class or Classes (including
to the extent such Classes constitute all outstanding Classes), in lieu of the Required Lenders, the Required Class Lenders) have
agreed (but solely to the extent required by Section 10.01) to such consent, waiver or amendment (including, in each case, by virtue
of such Lender refusing to make or enter into an Extension Election pursuant to Section 2.16, a Refinancing Amendment pursuant to
Section 2.15, a Permitted Repricing Amendment or an amendment effecting a Replacement Term Loan pursuant to Section 10.01),
then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”


 


In connection with any such
replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative Agent a duly executed
Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which the assignee Lender executes
and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting
Lender shall be deemed to have executed and delivered such Assignment and Assumption without any action on the part of the Non-Consenting
Lender or Defaulting Lender. Notwithstanding the foregoing, in addition if a Non-Consenting Lender is being replaced in connection with
any Extension Amendment, Refinancing Amendment, Permitted Repricing Amendment or amendment effecting a Replacement Term Loan, the Administrative
Borrower shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance
notice (which notice may be rescinded if the transaction contemplated in such notice is not consummated) to such Non-Consenting Lenders,
in lieu of execution of an Assignment and Assumption as otherwise provided for in this clause (y), to effect such assignment by purchasing
any such Non-Consenting Lender’s Loans (which shall automatically be cancelled upon consummation of such acquisition) and unfunded
Commitments at par (allocated among the applicable Lenders in the same manner as would be required if such Loans were being optionally
prepaid or such Commitments were being optionally reduced or terminated by the Borrowers), accompanied by payment of any accrued interest,
premium and fees thereon (and, if applicable, any amounts payable pursuant to the immediately preceding paragraphs). By receiving such
purchase price, the applicable Lenders shall automatically be deemed to have assigned such Loans or Commitments pursuant to the terms
of an Assignment and Assumption and accordingly no other action by such Lenders shall be required in connection therewith.


 






    	 	-110-	 



     


    

 





A Lender shall not be required
to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling
the Borrowers to require such assignment and delegation cease to apply.


 


Section 3.08         Survival.


 


All of the Loan Parties’
obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations
hereunder.


 


Article IV.

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


Section 4.01         Conditions
to Initial Credit Extension.


 


The obligation of each Lender
to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions precedent:


 


(a)           The
Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed promptly
by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:


 


(i)           a
Request for Credit Extension in accordance with the requirements hereof;


 


(ii)          [reserved];


 


(iii)         a
Note executed by the Borrowers in favor of each Lender that has requested a Note at least three (3) Business Days in advance of the
Closing Date;


 


(iv)        a
copy of the charter or certificate of formation (or the equivalent thereof) of each Loan Party certified by the secretary of state of
the state of formation, if applicable, of such Loan Party and the other Organization Documents of each Loan Party;


 


(v)         [reserved];


 


(vi)        such
certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization
of each Loan Party, certificates of resolutions or other action and incumbency certificates evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents
to which such Loan Party is a party or is to be a party on the Closing Date;


 


(vii)       customary
opinions from Kirkland & Ellis LLP and Taft, Stettinius & Hollister LLP, counsel to the Loan Parties;


 


(viii)      a
solvency certificate from the chief financial officer of the Parent Borrower (after giving effect to the Transactions) substantially in
the form of Exhibit D-2 hereto.


 






    	 	-111-	 



     


    

 


(b)           Payment
of all fees, closing payments and expenses required to be paid hereunder and due to the Administrative Agent and the Bookrunner, and in
the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing Date (except as otherwise reasonably
agreed by the Borrowers), required to be paid on the Closing Date.


 





(c)           The
Administrative Agent shall have received a copy of the Third Amendment to ABL Credit Agreement (the “ABL Credit Agreement
Amendment”) duly executed by the Parent Borrower, each Guarantor party thereto, the Lenders (as such term is defined in
the ABL Credit Agreement) party thereto and the ABL Agent.


 


(d)           [Reserved].


 


(e)           The
Administrative Agent shall have received the Annual Financial Statements and Quarterly Financial Statements.


 


(f)           [Reserved].


 


(g)           So
long as requested at least ten (10) business days prior to the Closing Date, (x) the Administrative Agent shall have received,
at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to Borrowers and
the Guarantors that is required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the PATRIOT Act and (y) any Loan Party that qualifies as a “legal
entity customer,” under the Beneficial Ownership Regulation shall deliver, at least three (3) Business Days prior to the Closing
Date, a beneficial ownership certificate to the Administrative Agent, which certification shall be substantially similar in form and substance
to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications
and Trading Association and Securities Industry and Financial Markets Association, in relations to such Loan Party


 


(h)           [Reserved].


 


(i)           [Reserved].


 


(j)           Substantially
concurrently with the initial Borrowing on the Closing Date, the Closing Date Refinancing shall have been consummated.


 


Without limiting the generality
of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document
or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


 


Section 4.02         Conditions
to All Credit Extensions.


 


The obligation of each Lender
to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type,
or a continuation of Eurocurrency Rate Loans) after the Closing Date is subject to satisfaction (or waiver) of the following conditions
precedent:


 


(i)           The
representations and warranties of each Loan Party set forth in Article V and in each other Loan Document shall be true and correct
in all material respects on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except
to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in
all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,”
“Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein)
in all respects on such respective dates.


 






    	 	-112-	 



     


    

 


(ii)          No
Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application of the proceeds therefrom.


 





(iii)         The
Administrative Agent shall have received a Request for Credit Extension in accordance with the requirements hereof.


 


Each Request for Credit Extension
(other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurocurrency Rate Loans)
submitted by the Borrowers after the Closing Date shall be deemed to be a representation and warranty that the conditions specified in
Sections 4.02(i) and (ii) have been satisfied on and as of the date of the applicable Credit Extension.


 


Notwithstanding anything in
this Section 4.02 to the contrary, (i) the effectiveness of any Incremental Amendment shall be subject only to the conditions
precedent set forth in Section 2.14(d) and to such conditions as are mutually agreed between the applicable Borrower
and the Lenders party to the Incremental Amendment, (ii) the effectiveness of any Refinancing Amendment shall be subject only to
the conditions precedent set forth in Section 2.15(b) and such conditions as are mutually agreed between the applicable
Borrower and the Lenders party to the applicable amendment, (iii) the effectiveness of any Extension Amendment shall be subject only
to the conditions precedent set forth in Section 2.16(d) and to such conditions as are mutually agreed between the applicable
Borrower and the Lenders party to the Extension Amendment and (iv) the effectiveness of any Permitted Repricing Amendment or any
amendment with respect to Replacement Term Loans shall be subject only to such conditions as are mutually agreed between the applicable
Borrower and the Lenders party to the applicable amendment.


 


Article V.

REPRESENTATIONS AND WARRANTIES


 


Each Borrower and each of
the Guarantors party hereto represent and warrant to the Agents and the Lenders (a) on and as of the Closing Date and (b) after
the Closing Date, at the time of each Credit Extension (to the extent, in the case of clause (b), the representations and warranties in
this Article V are required to be true and correct in all material respects or otherwise as a condition to such Credit Extension
pursuant to Article IV) that:


 


Section 5.01         Existence,
Qualification and Power; Compliance with Laws.


 


Each Loan Party and each Restricted
Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the
Laws of the jurisdiction of its incorporation, organization or formation (to the extent such concept exists in such jurisdiction), (b) in
the case of the Loan Parties has all requisite corporate power, limited liability power or other organizational power and authority to
execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing
(to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business as currently conducted requires such qualification, (d) is in compliance with all applicable
Laws (including the United States Foreign Corrupt Practices Act of 1977, as amended), orders, writs and injunctions and (e) has all
requisite governmental licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each
case referred to in clause (a) (other than with respect to the Parent Borrower), (c), (d) or (e), to the extent that failure
to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section 5.02         Authorization;
No Contravention.


 


The
execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party (a) have been duly authorized
by all necessary corporate or other organizational action, and (b) do not (i) contravene the terms of any of such Person’s
Organization Documents, (ii) result in any breach or contravention of, or the creation of any Lien upon any of the property or assets
of such Loan Party (other than as permitted by Section 7.01), or require any payment to be made under (x) any Contractual Obligation
to which such Person is a party or (y) any material order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject or (iii) violate any Law; except with respect to any breach or contravention
or payment (but not creation of Liens) referred to in clauses (ii) and (iii), to the extent that such violation, breach, contravention
or payment could not reasonably be expected to have a Material Adverse Effect.


 






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Section 5.03         Governmental
Authorization; Other Consents.


 


No
material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is
necessary or required in connection with the execution, delivery or performance by, enforcement by the Administrative Agent of its rights
under the Loan Documents against, any Loan Party of this Agreement or any other Loan Document, the grant by any Loan Party of the Liens
granted by it pursuant to the Collateral Documents, the perfection (if and to the extent required by the Collateral and Guarantee Requirement)
or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or the exercise by the Administrative
Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents,
except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of
the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly
obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made
or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii) those approvals, consents, exemptions,
authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


Section 5.04         Binding
Effect.


 


This Agreement and each other
Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document
constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance
with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and principles
of good faith and fair dealing and (ii) the effect of foreign Laws, rules and regulations as they relate to pledges of Equity
Interests in Foreign Subsidiaries.


 


Section 5.05         Financial
Statements; No Material Adverse Effect.


 


(a)           [Reserved].


 


(b)           Since
December 31, 2020, there has been no event, circumstance or change, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.


 


Section 5.06         Litigation.


 


Except
as set forth on Schedule 5.06, (a) there are no actions, suits or proceedings, pending or (b) to the knowledge of any
Borrower, there are no actions, suits, proceedings, claims or disputes overtly threatened in writing, in each case of (a) and (b),
at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any Restricted Subsidiary or against
any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.


 


Section 5.07         Ownership
of Property; Liens.


 


Each
of the Borrowers and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements
or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens
except as set forth on Schedule 5.07 and except for minor defects in title that do not materially interfere with its ability to conduct
its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the failure
to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 






    	 	-114-	 



     


    

 


Section 5.08         Environmental
Matters.


 





Except as could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect:


 


(a)          each
Loan Party and its respective properties and operations are and have been in compliance with all Environmental Laws, which includes obtaining
and maintaining all applicable Environmental Permits required under such Environmental Laws to carry on the business of the Loan Parties;


 


(b)          the
Loan Parties have not received any written notice that alleges any of them is in violation of or potentially liable under any Environmental
Laws and none of the Loan Parties nor any Real Property is the subject of any claims, investigations, liens, demands, or judicial, administrative
or arbitral proceedings pending or, to the knowledge of any Borrower, threatened in writing, under any Environmental Law or to
revoke or modify any Environmental Permit held by any of the Loan Parties;


 


(c)          there
has been no Release of Hazardous Materials on, at, under or from any Real Property or facilities owned, operated or leased by any of the
Loan Parties, or, to the knowledge of any Borrower, Real Property formerly owned, operated or leased by any Loan Party or arising
out of the conduct of the Loan Parties, in any case, that could reasonably be expected to require investigation, remedial activity or
corrective action or cleanup under Environmental Laws or could reasonably be expected to result in the Borrowers or any other Loan Party
incurring liability under Environmental Laws; and


 


(d)          there
are no existing facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or Real Property or
facilities owned, operated or leased by any of the Loan Parties or, to the knowledge of any Borrower, Real Property or facilities
formerly owned, operated or leased by the Loan Parties that could reasonably be expected to result in the Borrowers or any other Loan
Party incurring liability under Environmental Laws.


 


Section 5.09         Taxes.


 


Except
as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrowers
and the Restricted Subsidiaries have timely filed all tax returns required to be filed by them, and have paid all Taxes levied or imposed
upon them or their properties, income, profits or assets, that are due and payable (including in their capacity as a withholding agent),
except those which are being contested in good faith by appropriate actions diligently conducted and for which adequate reserves have
been provided in accordance with GAAP. There is no proposed Tax deficiency or assessment known to any Loan Parties against the Loan Parties
or their Restricted Subsidiaries that, if made, could, individually or in the aggregate, reasonably be expected to result in a Material
Adverse Effect. No written adjustment relating to any such returns and involving a material amount of tax has been proposed or otherwise
assessed by a taxing authority, and there are no pending audits, proceedings or actions related to the assessment or collection of taxes
against any Loan Party that could, individually or in the aggregate, in each case, reasonably be expected to have a Material Adverse Effect.


 


Section 5.10         ERISA
Compliance.


 


(a)           Except
as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in
compliance in form and operation with its terms and with the applicable provisions of ERISA, the Code and other applicable federal or
state Laws.


 


(b)           (i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) neither any Loan Party, Restricted Subsidiary nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums
due but not delinquent under Section 4007 of ERISA); (iii) neither any Loan Party, Restricted Subsidiary nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan; and (iv) to the
knowledge of the Borrowers, neither any Loan Party, nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections
4069 or 4212(c) of ERISA; except, with respect to each of the foregoing clauses of this Section 5.10(b), as could not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 






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Section 5.11         Subsidiaries;
Equity Interests.


 


As of the Closing Date (after
giving effect to the Transactions), no Loan Party has any Material Subsidiaries other than those specifically disclosed on Schedule 5.11
(it being understood that the disclosure of any Subsidiary on Schedule 5.11 shall not be an admission that such Subsidiary is a Material
Subsidiary), and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of any Loan Party) in such Material
Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan Party (or a Subsidiary of any Loan Party)
in such Material Subsidiaries are owned free and clear of all Liens except (i) those created under the Collateral Documents and (ii) any
nonconsensual Lien that is permitted under Section 7.01.


 


Section 5.12         Margin
Regulations; Investment Company Act.


 


(a)           Each
Borrower is not and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin
Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or drawings under
any Letter of Credit will be used for any purpose that violates Regulation U of the Board of Governors of the United States Federal Reserve
System.


 


(b)           None
of the Borrowers or any Guarantor is required to be registered as an “investment company” under the Investment Company Act
of 1940.


 


Section 5.13         Disclosure.


 


(a)           As
of the Closing Date, no written report, financial statement, certificate or other written information furnished by or on behalf of the
Parent Borrower concerning it or its Subsidiaries or the Transactions (other than projected financial information, pro forma financial
information, budgets, estimates, other forward looking statements and information of a general economic or industry nature) to any Agent
or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or
any other Loan Document (as modified or supplemented by other information so furnished) when taken as a whole and as supplemented contains
any material misstatement of fact or omits to state any material fact necessary to make the statements therein (when taken as a whole),
in the light of the circumstances under which they were made, not materially misleading. With respect to written projected financial information
and pro forma financial information, furnished by or on behalf of the Initial Borrower on or prior to the Closing Date concerning
the Company and its Subsidiaries or the Transactions, the Initial Borrower represents, as of the Closing date, that such written information
was prepared in good faith based upon assumptions believed to be reasonable at the time such information was furnished to the Lenders
(it being understood that (i) such projected financial information and pro forma financial information are not to be viewed
as facts or a guarantee of performance and are subject to significant uncertainties and contingencies many of which are beyond the control
of the Parent Borrower and its Subsidiaries and (ii) no assurance can be given that any particular financial projections will be
realized, and that actual results during the period or periods covered by any such written projected financial information and pro
forma financial information may vary from such forecasts and that such variations may be material and that no assurance can be given
that the projected results will be realized).


 


(b)           As
of the Closing Date, the information included in the beneficial ownership certification delivered pursuant to Section 4.01(g) is
true and correct in all material respects.


 


Section 5.14         Labor
Matters.


 


Except
as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes
or other labor disputes against any Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of the Borrowers,
overtly threatened and (b) each Borrower and each of its Restricted Subsidiaries have not been in violation of the Fair Labor Standards
Act or any other applicable Laws dealing with wage and hour matters.


 






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Section 5.15         Intellectual
Property; Licenses, Etc.


 


The
Borrowers and the Restricted Subsidiaries own, license or otherwise possess the right to use (free and clear of all Liens, except
for the Liens permitted by Section 7.01) all of the intellectual property rights, including without limitation, trademarks, service
marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design
rights, works of authorship, trade secrets, all registrations and applications related to any of the above, and other intellectual property
rights (collectively, “IP Rights”) that are necessary for the operation of their respective businesses as currently
conducted, except to the extent the absence of such IP Rights, either individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect. To the knowledge of each Borrower, the operation of the respective businesses of the Borrowers and
the Restricted Subsidiaries as currently conducted does not infringe upon any IP Rights held by any Person except for such infringements,
individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding
any of the IP Rights is pending or, to the knowledge of any Borrower, overtly threatened in writing against any Loan Party or any of the
Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


Section 5.16         Solvency.


 


On the Closing Date, after
giving effect to the Transactions, the Parent Borrower and the Restricted Subsidiaries, on a consolidated basis, are Solvent.


 


Section 5.17         [Reserved].


 


Section 5.18         USA
Patriot Act, FCPA and OFAC.


 


(a)          To
the extent applicable, each of the Guarantors, the Borrowers and the Restricted Subsidiaries is in compliance, in all material respects,
with (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department
(31 CFR Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (ii) the USA Patriot Act,
solely for purposes of Section 4.01 to the extent a breach or violation of the representation in this clause (ii) would reasonably
be expected to result in a Material Adverse Effect.


 


(b)         No
part of the proceeds of the Loans will be used by the Guarantors, the Borrowers or any Restricted Subsidiary, directly or indirectly,
for any payments to any governmental official or employee, political party, official of a political party, candidate for political office,
or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


(c)          (i) None
of the Guarantors, the Borrowers or any Restricted Subsidiaries nor, to the knowledge of any Borrower, any director or officer of any
Guarantor, Borrower or Restricted Subsidiary is currently the subject of any U.S. sanctions program administered by the Office of Foreign
Assets Control of the United States Department of the Treasury (“OFAC”), and (ii) none of the Guarantors, the
Borrowers or any Restricted Subsidiary will directly or indirectly knowingly use the proceeds of the Loans or otherwise knowingly make
available such proceeds to any Person, for the purpose of financing the activities of any Person, or in any country or territory that,
at the time of such financing, is the subject of any U.S. sanctions program administered by OFAC, except to the extent licensed or otherwise
approved by OFAC.


 






    	 	-117-	 



     


    

 


Section 5.19         Collateral
Documents.


 


Except as otherwise contemplated
hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee Requirement, the provisions
of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral
Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant
to the applicable Collateral Documents), are effective to create in favor of the Administrative Agent for the benefit of the Secured Parties,
except as otherwise provided hereunder or pursuant to the applicable Loan Documents, including subject to Liens permitted by Section 7.01,
a legal, valid, enforceable and perfected Lien on all right, title and interest of the respective Loan Parties in the Collateral described
therein.


 





Notwithstanding anything herein
(including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers nor any other Loan Party makes
any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge
of or security interest in any Equity Interests of any Foreign Subsidiary that is not a Guarantor, or as to the rights and remedies of
the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the effects
of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security
interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date
and until required pursuant to Section 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security interest, or the effects
of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing
Date pursuant to Section 4.01(a)(v).


 


Section 5.20         Affected
Financial Institution and Covered Party.


 


No Loan Party is an Affected
Financial Institution or a Covered Party.


 


Article VI.

AFFIRMATIVE COVENANTS


 


So long as any Lender shall
have any Commitment, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim has been asserted)
hereunder shall remain unpaid or unsatisfied, then from and after the Closing Date, the Parent Borrower shall, and shall cause the Restricted
Subsidiaries to:


 


Section 6.01         Financial
Statements.


 


Deliver to the Administrative
Agent for prompt further distribution to each Lender:


 


(a)           within
one hundred and twenty (120) days after the end of each fiscal year of the Parent Borrower, a consolidated statement of financial condition
of the Parent Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations,
stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous
fiscal year (provided, in no event shall any comparison be required to be furnished to the Administrative Agent with respect to
any period occurring prior to the first day of the fiscal year of the Parent Borrower ended December 31, 2019; provided, further,
in no event shall any prior year comparison financial be required to include information with respect to Omega and its Subsidiaries prior
to the Closing Date), all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of
any independent registered public accounting firm of nationally recognized standing or any other independent registered public accounting
firm approved by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), which report and opinion
(i) shall be prepared in accordance with generally accepted auditing standards and (ii) shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than a “going
concern” or like qualification or exception as a result of a prospective or actual default or event of default with respect to any
financial covenant, or the impending maturity of any Indebtedness);


 






    	 	-118-	 



     


    

 


(b)           within
forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent Borrower, beginning
with the fiscal quarter ending September 30, 2021, a consolidated unaudited statement of financial condition of the Parent Borrower
and its Subsidiaries as at the end of such fiscal quarter and the related (i) consolidated unaudited statements of income or operations
for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated unaudited statements of cash flows
for such fiscal quarter and for the portion of the fiscal year then ended, and beginning one full fiscal year following the Closing Date,
setting forth, in each case, in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year (provided no comparison to any period prior to the Closing Date shall be required),
all in reasonable detail and certified by a Responsible Officer of the Administrative Borrower as fairly presenting in all material respects
the financial condition, results of operations and cash flows of the Parent Borrower and their Restricted Subsidiaries in accordance
with GAAP, subject only to normal year-end adjustments and the absence of footnotes;


 





(c)           within
ninety (90) days after the end of each fiscal year of the Parent Borrower (beginning with the fiscal year ended December 31, 2019),
a reasonably detailed consolidated budget for the then-current fiscal year as customarily prepared by management of the Borrower for their
internal use (including a projected consolidated balance sheet of the Parent Borrower and its Restricted Subsidiaries as of the
end of such fiscal year and the related consolidated statements of projected cash flow and income for such fiscal year and a summary of
the material underlying assumptions applicable thereto (the “Projections”), which Projections shall in each case be
accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the
assumptions stated therein, which assumptions were believed by the Borrowers to be reasonable at the time such Projections were furnished
to the Administrative Agent, it being understood that such Projections are not to be viewed as facts or as a guarantee of performance
or achievement of any particular results, are subject to significant uncertainties and contingencies many of which are beyond the control
of the Parent Borrower and their Restricted Subsidiaries, and that actual results may vary from such Projections and that such variations
may be material and that no assurance can be given that the projected results will be realized; provided, that such Projections
shall only be delivered to Lenders that are not Public Lenders;


 


(d)           simultaneously
with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and Section 6.01(b) above,
the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries
(if any and which are not required to be audited and may be in footnote form only) from such consolidated financial statements;
and


 


(e)           within
ten (10) Business Days after the Closing Date, (x) a consolidated unaudited statement of financial condition of the Company
and its Subsidiaries as at June 30, 2019 and the related (i) consolidated unaudited statements of income or operations for the
fiscal quarter ended June 30, 2019 and for the portion of the fiscal year then ended and (ii) consolidated unaudited statements
of cash flows for the fiscal quarter ended June 30, 2019 and for the portion of the fiscal year then ended and (y) a consolidated
unaudited statement of financial condition of Omega III and its Subsidiaries as at June 30, 2019 and the related (i) consolidated
unaudited statements of income or operations for the fiscal quarter ended June 30, 2019 and for the portion of the fiscal year then
ended and (ii) consolidated unaudited statements of cash flows for the fiscal quarter ended June 30, 2019 and for the portion
of the fiscal year then ended, all in reasonable detail and certified by a Responsible Officer of the Company or Omega III, as applicable,
as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Company or Omega III,
as applicable, and their respective Subsidiaries in accordance with GAAP, subject only to normal year-end adjustments and the absence
of footnotes.


 


Notwithstanding
the foregoing, the obligations in paragraphs (a) through (e) of this Section 6.01 may be satisfied with respect
to such applicable financial information by furnishing the Parent Borrower’s Form 10-K, 10-Q or 8-K, as applicable, filed with
the SEC (or, with respect to clause (e) only, by furnishing the Company’s or the Parent Borrower’s, as applicable, Form 10-Q
or 8-K filed with the SEC); provided that to the extent such information is in lieu of information required to be provided under
Section 6.01(a), such materials are, to the extent applicable, accompanied by a report and opinion of any independent registered
public accounting firm of nationally recognized standing or any other independent registered public accounting firm approved by the Administrative
Agent (such consent not to be unreasonably withheld, delayed or conditioned), which report and opinion shall be prepared in accordance
with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception
or any qualification or exception as to the scope of such audit (other than a “going concern” or like qualification or exception
as a result of a prospective or actual default or event of default with respect to any financial covenant, or the impending maturity of
any Indebtedness).


 






    	 	-119-	 



     


    

 


Any
financial statement required to be delivered pursuant to Section 6.01(a), (b) or (e) shall not be required to include purchase
accounting or recapitalization accounting adjustments relating to the Transactions or any other acquisition to the extent it is
not practicable to include any such adjustments in such financial statement.


 





Section 6.02         Certificates;
Other Information.


 


Deliver to the Administrative
Agent for prompt further distribution to each Lender:


 


(a)          no
later than five (5) Business Days after the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b),
a duly completed Compliance Certificate signed by a Responsible Officer of the Administrative Borrower;


 


(b)          promptly
after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which any
Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor (other than
amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits
to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required
to be delivered to the Administrative Agent pursuant to any other clause of this Section 6.02;


 


(c)          promptly
after the furnishing thereof, copies of any amendment, written modification or waiver of the ABL Credit Agreement;


 


(d)          together
with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) a description of each event, condition or
circumstance during the last fiscal year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and
(ii) a list of each Subsidiary of the Borrowers that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted
Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have been any changes in the identity or
status as a Restricted Subsidiary or Unrestricted Subsidiary of any such Subsidiaries since the later of the Closing Date or the most
recent list provided); and


 


(e)           promptly,
such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective
Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative
Agent may from time to time reasonably request.


 


Documents
required to be delivered pursuant to Section 6.01 and Section 6.02(b) and (c) may be delivered electronically and
if so delivered, shall be deemed to have been delivered on the date (i) on which the Administrative Borrower posts such documents,
or provides a link thereto on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such
documents are posted on the Borrowers’ behalf on the Platform, if any, to which each Lender and the Administrative Agent have access
(whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (x) upon written
request by the Administrative Agent, the Administrative Borrower shall deliver paper copies of such documents (which may be electronic
copies delivered via electronic mail) to the Administrative Agent for further distribution to each Lender until a written request to cease
delivering paper copies is given by the Administrative Agent and (y) the Administrative Borrower shall notify (which may be by facsimile
or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic
mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents
or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding
anything to the contrary in this Section 6.02, none of the Borrowers or any of the Restricted Subsidiaries will be required to disclose,
permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that
(a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to
the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement
or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.


 






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Each Borrower hereby acknowledges
that (a) the Administrative Agent and/or the Arranger will make available to the Lenders materials and/or information provided by
or on behalf of any Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on the
Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive
Material Non-Public Information, and who may be engaged in investment and other market-related activities with respect to such Persons’
securities. Each Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials
that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked
“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof;
(x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent,
the Arranger, and the Lenders to treat such Borrower Materials as not containing any Material Non-Public Information (although it may
be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States federal and state securities
laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set
forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a
portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and the Arranger shall
treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not designated “Public Side Information.” Notwithstanding the foregoing, the Borrowers shall be under no obligation to mark
the Borrower Materials “PUBLIC.”


 





Section 6.03         Notices.


 


Promptly
after a Responsible Officer of the Administrative Borrower has obtained actual knowledge thereof, notify the Administrative Agent
(which will promptly thereafter furnish such notice to each Lender):


 


(a)          of
the occurrence of any Event of Default;


 


(b)          of
the occurrence of an ERISA Event which would reasonably be expected to result in a Material Adverse Effect;


 


(c)          of
the filing or commencement of, or any written overt threat or notice of intention of any person to file or commence, any action, suit,
litigation or proceeding, whether at law or in equity by or before any Governmental Authority against any Borrower or any Restricted
Subsidiary that would reasonably be expected to be adversely determined and, if so determined, would reasonably be expected to result
in a Material Adverse Effect; or


 


(d)          of
any violation by any Loan Party or any of their respective Restricted Subsidiaries of, or liability of any Loan Party or any of their
respective Restricted Subsidiaries under, any Environmental Law which would reasonably be expected to have a Material Adverse Effect.


 


Each
notice pursuant to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Administrative
Borrower (x) that such notice is being delivered pursuant to Section 6.03(a), (b), (c) or (d) (as applicable) and
(y) setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and propose to take
with respect thereto.


 


Section 6.04         Payment
of Taxes.


 


Pay, discharge or otherwise
satisfy, as the same shall become due and payable in the normal conduct of its business, all its obligations and liabilities in respect
of Taxes imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent (a) any
such Tax is being contested in good faith and by appropriate actions for which appropriate reserves have been established in accordance
with GAAP or (b) the failure to pay or discharge the same would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


 






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Section 6.05         Preservation
of Existence, Etc.


 





(a)           Preserve,
renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization, and


 


(b)           take
all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction),
permits, approvals, licenses and franchises material to the ordinary conduct of its business,


 


except, in the case of clause
(a) or (b), to the extent (i) that failure to do so would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect (except in the case of clause (a) with respect to the Parent Borrower) or (ii) pursuant to any transaction
permitted by Sections 7.04 and 7.05.


 


Section 6.06         Maintenance
of Properties.


 


Except if the failure to do
so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, maintain, preserve and protect
all of its material properties and equipment necessary in the operation of its business in good working order, repair and condition, ordinary
wear and tear excepted and fire, casualty or condemnation excepted.


 


Section 6.07         Maintenance
of Insurance.


 


Maintain
with insurance companies that the Borrowers believe (in the good faith judgment of management) are financially sound and reputable
at the time the relevant coverage is placed or renewed, insurance with respect to its properties and business against loss or damage of
the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving
effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the
Borrowers and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons. Each such policy
of insurance (other than business interruption insurance (if any), director and officer insurance and worker’s compensation insurance)
shall as appropriate (i) name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder as
its interest may appear or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that
names the Administrative Agent, on behalf of the Secured Parties, as loss payee thereunder.


 


Section 6.08         Compliance
with Laws.


 


Comply with the requirements
of all Laws and all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property,
except if the failure to comply therewith would not reasonably be expected to have, individually or in the aggregate, a Material Adverse
Effect.


 


Section 6.09         Books
and Records.


 


Maintain
proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity with
GAAP and which reflect all material financial transactions and matters involving the assets and business of a Borrower or a Restricted
Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and records
in conformity with generally accepted accounting principles in their respective countries of organization and that such maintenance shall
not constitute a breach of the representations, warranties or covenants hereunder).


 


Section 6.10         Inspection
Rights.


 


Permit
representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom (other than the records of the Board of Directors of such
Loan Party or such Restricted Subsidiary), and to discuss its affairs, finances and accounts with its directors, officers, and independent
public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrowers
and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to
the Borrowers; provided that only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent
and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than one time during
any calendar year and such time shall be at the Borrowers’ expense; provided, further, that during the continuance
of an Event of Default, the Administrative Agent (or any of its respective representatives or independent contractors), on behalf of the
Lenders, may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and upon reasonable advance
notice. The Administrative Agent shall give the Borrowers the opportunity to participate in any discussions with the Borrowers’
independent public accountants. Notwithstanding anything to the contrary in this Section 6.10, none of the Borrowers or any
of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion
of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information,
(b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors)
is prohibited by Law, fiduciary duty or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes
attorney work product.


 






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Section 6.11           Additional
Collateral; Additional Guarantors.


 


At the Borrowers’ expense,
subject to the limitations and exceptions of this Agreement, including, without limitation, the provisions of the Collateral and Guarantee
Requirement, the Intercreditor Agreements and any applicable limitation in any Collateral Document, take all action necessary or reasonably
requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:


 


(a)            upon
(v) the formation or acquisition of any new direct or indirect wholly-owned Material Domestic Subsidiary (in each case, other than
an Excluded Subsidiary) by any Loan Party, (w) an election by the Borrower to designate a Restricted Subsidiary as a Guarantor pursuant
to the definition of Guarantor, (x) the designation in accordance with Section 6.14 of any existing direct or indirect wholly-owned
Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary), (y) any Subsidiary becoming
a wholly-owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) or (z) any Restricted Subsidiary ceasing
to be an Excluded Subsidiary:


 


(i)             within
60 (or such greater number of days specified below) days after such formation, acquisition or designation, or such longer period as the
Administrative Agent may agree in writing in its reasonable discretion:


 


(A)           cause
each such Subsidiary to duly execute and deliver to the Administrative Agent, other than with respect to any Excluded Assets, a Guarantor
Joinder Agreement to this Agreement as Guarantors, completed Security Agreement Supplements, Intellectual Property Security Agreements,
a counterpart of the Intercompany Note and other security agreements and documents as reasonably requested by and in form and substance
reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement, Intellectual Property Security Agreements
and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;


 


(B)            cause
each such Subsidiary (and the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity
Interests (to the extent certificated), intercompany notes (to the extent certificated) and instruments evidencing Indebtedness that,
in each case, are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or
other appropriate instruments of transfer executed in blank; and


 


(C)            take
and cause such Subsidiary (and the parent of such Subsidiary that is a Guarantor) to take whatever action (including the filing of UCC
financing statements and delivery of stock and membership interest certificates to the extent certificated) as may be required pursuant
to the terms of the Loan Documents or as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative
Agent (or in any representative of the Administrative Agent designated by it) valid and perfected first priority Liens (to the extent
required by the Collateral Documents) to the extent required by the Collateral and Guarantee Requirement;


 






    -123- 


     


    

 


(ii)            if
reasonably requested by the Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative
Agent may agree in writing in its reasonable discretion), deliver to the Administrative Agent customary legal opinions, board resolutions,
good standing certificates and secretary’s or assistant secretary’s certificates consistent with those delivered on the Closing
Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change
in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent as to such matters set forth
in this Section 6.11(a) as the Administrative Agent may reasonably request;


 


(iii)           [reserved];
and


 


(iv)           if
reasonably requested by the Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative
Agent may agree in writing in its reasonable discretion), deliver to the Administrative Agent any other items necessary from time to time
to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property
of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but not specifically covered
by the preceding clauses (i) or (ii).


 


(b)           [Reserved].


 


(c)            Requiring
each Domestic Subsidiary required to be designated as a “Material Domestic Subsidiary” pursuant to the proviso in the definition
of “Material Domestic Subsidiary” to have taken all actions to comply with the provisions of Section 6.11 within the
time frame required by the definition of “Material Domestic Subsidiary”.


 


Section 6.12           Compliance
with Environmental Laws.


 


Except, in each case, to the
extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:
(a) comply, and use commercially reasonable efforts to take all reasonable actions to cause all lessees and other Persons operating
or occupying its properties to comply, with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all
Environmental Permits necessary for its operations and properties; and (c) in each case to the extent the Loan Parties are required
by applicable Environmental Laws, conduct any investigation, remedial, cleanup or other corrective action necessary to address Hazardous
Materials at any property or facility in accordance with applicable Environmental Laws.


 


Section 6.13           Further
Assurances.


 


Promptly upon reasonable request
by the Administrative Agent (i) correct any mutually identified material defect or error that may be discovered in the execution,
acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do,
execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates,
assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to (x) carry out more
effectively the purposes of the Collateral Documents and/or (y) perfect and maintain the validity, effectiveness and priority of
any of the Collateral Documents and any of the Liens (subject to Liens permitted hereunder) intended to be created thereunder, in each
case, to the extent required pursuant to the Collateral and Guarantee Requirement.


 






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Section 6.14           Designation
of Subsidiaries.


 


The
Borrowers may at any time after the Closing Date designate any Restricted Subsidiary of a Borrower (other than any Borrower (unless
the Administrative Borrower has delivered a notice terminating such Borrower’s status as a Borrower hereunder in accordance with
the definition of “Borrower”)) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided
that (i) immediately before and after such designation, no Event of Default under Section 8.01(a) or (f) (solely with
respect to the Parent Borrower) shall have occurred and be continuing and (ii) in no event shall an Unrestricted Subsidiary acquire
(including pursuant to the designation of a Restricted Subsidiary as an Unrestricted Subsidiary) Material IP from the Parent Borrower
or any Restricted Subsidiary. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date shall constitute
an Investment by the applicable Borrower therein at the date of designation as set forth in the definition of Investment. The designation
of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (a) the incurrence (at the time of designation) of any
Investment, Indebtedness or Liens of such Subsidiary existing at such time and (b) a Return on any Investment by the applicable
Borrower in Unrestricted Subsidiaries pursuant to the definition of Investment.


 


Section 6.15           Maintenance
of Ratings.


 


Use commercially reasonable
efforts to maintain (i) a public corporate credit rating (but not any specific rating) from S&P and a public corporate family
rating (but not any specific rating) from Moody’s, in each case in respect of the Parent Borrower (or such other entity as reasonably
determined by the Administrative Agent) and (ii) a public rating (but not any specific rating) in respect of each Class of Term
Loans from each of S&P and Moody’s unless a given Class has waived the requirement to maintain any rating for such Class at
the time of establishment thereof pursuant to the applicable Loan Documents, or after the consent of the Required Class Lenders of
such Class.


 


Section 6.16           Use
of Proceeds.


 


Use
the proceeds of any Borrowing on the Closing Date, whether directly or indirectly, in a manner consistent with the uses set forth in the
preliminary statements to this Agreement, and after the Closing Date, use the proceeds of any Borrowing for any purpose not otherwise
prohibited under this Agreement.


 


Section 6.17           Post-Closing
Matters.


 


Cause to be delivered or performed
the documents and other agreements set forth on Schedule 6.17 within the time frames specified in such Schedule 6.17.


 


All conditions precedent and
representations contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the
foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided
in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true because the foregoing
actions were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all
material respects at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions
of this Section 6.17 and (y) all representations and warranties relating to the Collateral Documents shall be required to be
true immediately after the actions required to be taken by this Section 6.17 have been taken (or were required to be taken) and the
parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods required
above, shall give rise to an immediate Event of Default pursuant to this Agreement.


 


Section 6.18           [Reserved].


 


Section 6.19           Fiscal
Year.


 


From
and after the Closing Date, maintain its fiscal year as in effect on the Closing Date; provided, however, that the Borrowers
may (x) align the dates of such fiscal year of any Restricted Subsidiary whose fiscal year ends on a date other than that of the
Parent Borrower or (y) upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year, and, in
the case of this clause (y), the Administrative Borrower and the Administrative Agent will, and are hereby authorized by the Lenders
to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.


 






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Section 6.20           Quarterly
Lender Call. Following delivery (or, if later, required delivery) of financial statements pursuant to Section 6.01(a) or
Section 6.01(b), upon the request of the Administrative Agent, the Parent Borrower will host, at times selected by the Parent
Borrower and reasonably acceptable to the Administrative Agent, quarterly conference calls with the Administrative Agent and the Lenders
to review the financial results of operations and the financial condition of the Parent Borrower and the Restricted Subsidiaries; it being
understood and agreed that such conference calls may be a single conference call together with investors holding other securities or debt
of the Parent Borrower and/or Restricted Subsidiaries, so long as the Lenders are given an opportunity to ask questions on such conference
call.


 


Article VII.

NEGATIVE COVENANTS


 


So
long as any Lender shall have any Commitment, any Loan or other Obligation (other than contingent indemnification obligations as to which
no claim has been asserted) hereunder, then from and after the Closing Date, the Parent Borrower shall not and the Parent Borrower
shall not permit any of its Restricted Subsidiaries to, directly or indirectly:


 


Section 7.01           Liens.


 


Create, incur, assume or suffer
to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:


 


(a)            Liens
created pursuant to any Loan Document securing the Secured Obligations;


 


(b)            Liens
existing on the Closing Date; provided that any Lien securing Indebtedness in excess of (x) $2,000,000 individually
or (y) $10,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this
clause (b) that are not listed in Schedule 7.01(b)) shall only be permitted to the extent such Lien is listed
on in Schedule 7.01(b), and any modifications, replacements, renewals, refinancings or extensions thereof, which may provide
that individual financings of equipment provided by one lender may be cross-collateralized to other financings of equipment provided by
such lender; provided, further, that (i) the Lien does not extend to any additional property other than (A) after-acquired
property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03
and customary security deposits in connection therewith and (B) proceeds and products thereof and (ii) the replacement, renewal,
extension or refinancing of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted
by Section 7.03;


 


(c)            Liens
for taxes, assessments or governmental charges that are not overdue for a period of more than thirty (30) days (or any applicable grace
period related thereto, if longer) or that are being contested in good faith and by appropriate actions, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting principles in the relevant
local jurisdiction;


 


(d)           statutory
or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or
other like Liens or other customary Liens (other than in respect of Indebtedness) in favor of landlords, so long as, in each case, such
Liens secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60) days overdue, are unfiled and no
other action has been taken to enforce such Liens or are being contested in good faith and by appropriate actions;


 






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(e)            (i) pledges
or deposits in the ordinary course of business in connection with, and obligations in respect of letters of credit (other than Letters
of Credit (as defined in the ABL Credit Agreement)) or bank guarantees incurred in the ordinary course of business with respect to, workers’
compensation, health, disability or employee benefits, unemployment insurance and other social security laws or similar legislation or
regulation or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts
and premiums and adjustments thereto) and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement
or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance
carriers providing property, casualty or liability insurance to the Parent Borrower or any of the Restricted Subsidiaries;


 


(f)            pledges
or deposits to secure, and obligations in respect of letters of credit (other than Letters of Credit (as defined in the ABL Credit Agreement))
or bank guarantees incurred in the ordinary course of business with respect to the performance of bids, trade contracts, warranties,
governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal
bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations)
incurred in the ordinary course of business or consistent with industry practice;


 


(g)           easements,
rights-of-way, building codes, covenants, conditions, restrictions (including zoning restrictions), encroachments, licenses, protrusions
and other similar encumbrances and minor title defects affecting Real Property and that do not in the aggregate materially interfere with
the ordinary conduct of the business of the Parent Borrower or the Restricted Subsidiaries, taken as a whole;


 


(h)           Liens
(i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.01(h) (ii) arising
out of judgments or awards against any Borrower or any Restricted Subsidiary with respect to which an appeal or other proceeding for review
is then being pursued and (iii) notices of lis pendens and associated rights related to litigation being contested in good
faith by appropriate proceedings for which adequate reserves have been made;


 


(i)             leases,
licenses, subleases or sublicenses (including the provision of software or the licensing of other intellectual property rights)
and terminations thereof, in each case granted to others in the ordinary course of business (or other agreements under which the Parent
Borrower or any Restricted Subsidiary has granted rights to end users to access and use the Parent Borrower’s or any Restricted
Subsidiary’s products, technologies or services in the ordinary course of business) which (i) do not interfere in any material
respect with the business of the Parent Borrower and the Restricted Subsidiaries, taken as a whole and (ii) do not secure any Indebtedness;


 


(j)             Liens
(i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with
the importation of goods in the ordinary course of business and (ii) on specific items of inventory or other goods and proceeds thereof
of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created
for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods in the ordinary course of business;


 


(k)            Liens
(i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (ii) attaching
to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business, (iii) in favor
of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits
or other funds maintained with a financial institution (including the right of set-off) and that are customary in the banking industry
or arising pursuant to such banking institution’s general terms and conditions, (iv) in respect of Cash Management Services
permitted under Section 7.03(l) and (v) in respect of Swap Contracts; provided, that the aggregate amount of secured
obligations under Swap Contracts (other than Secured Hedge Agreements and ABL Banking Services Agreements (each as defined in the ABL
Intercreditor Agreement)) shall not at any time exceed $5,000,000;


 






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(l)             Liens
(i) on cash advances in favor of the seller of any property to be acquired in an Permitted Acquisition or other similar Investment
permitted pursuant to this Agreement, in each case to be applied against the purchase price for such Permitted Acquisition or other permitted
Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in
each case, solely to the extent such Permitted Acquisition or other acquisition or Disposition, as the case may be, would have been permitted
under this Agreement on the date of the creation of such Lien;


 


(m)           Liens
(i) in favor of the Parent Borrower or a Restricted Subsidiary on assets of a Non-Loan Party or (ii) in favor of the
Parent Borrower or any Guarantor on assets of a Restricted Subsidiary;


 


(n)           any
interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or sublicensor
or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases, subleases, licenses
or sublicenses entered into by the Parent Borrower or any Restricted Subsidiary in the ordinary course of business;


 


(o)           Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent
Borrower or any Restricted Subsidiary in the ordinary course of business;


 


(p)           Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.06 or the definition of “Permitted
Investments”;


 


(q)           Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other
brokerage accounts maintained in the ordinary course of business and not for speculative purposes;


 


(r)            Liens
that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks or
other deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (ii) relating to pooled
deposit or sweep accounts of the Parent Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations
incurred in the ordinary course of business of the Parent Borrower or any Restricted Subsidiary or (iii) relating to purchase orders
and other agreements entered into with customers or suppliers of the Parent Borrower or any Restricted Subsidiaries in the ordinary course
of business;


 


(s)            Liens
solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Parent Borrower or any Restricted
Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder;


 


(t)             ground
leases in respect of Real Property on which facilities owned or leased by the Parent Borrower or any Restricted Subsidiary are
located;


 


(u)            Liens
to secure Indebtedness (other than Refinancing Indebtedness) permitted under Section 7.03(e); provided that (i) such
Liens are created no later than 270 days after the acquisition, construction, repair, lease or improvement of the property subject to
such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such property)
other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits and (iii) with
respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions and accessions to such
assets, replacements and products thereof and customary security deposits) other than the assets subject to, or acquired, constructed,
repaired, replaced or improved with the proceeds of such Indebtedness; provided that individual financings of equipment provided
by one lender may be cross collateralized to other financings of equipment provided by such lender;


 


(v)            Liens
on property of any Non-Loan Party, which Liens secure Indebtedness of any Non-Loan Party permitted under Section 7.03 or other obligations
of any Non-Loan Party not constituting Indebtedness;


 






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(w)           Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted
Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14) or otherwise assumed pursuant to Section 7.03(g),
in each case after the Closing Date; provided that (i) such Lien was not entered into in anticipation of such acquisition
or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than
the proceeds or products thereof and other than after-acquired property and customary security deposits in connection therewith subjected
to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness and other obligations are permitted
hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property, it being understood that such requirement
shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), provided
that individual financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by
such lender and (iii) the Indebtedness secured thereby is permitted under Section 7.03(e), (g), (m)(ii) or (s) (and
any Refinancing Indebtedness in respect of the foregoing);


 


(x)            (i) zoning,
building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of the business complies,
and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of
any Real Property that does not materially interfere with the ordinary conduct of the business of the Parent Borrower and the Restricted
Subsidiaries, taken as a whole;


 


(y)            Liens
arising from precautionary Uniform Commercial Code financing statement or similar filings;


 


(z)            Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(aa)          the
modification, replacement, renewal or extension of any Lien permitted by clauses (b), (u), (v), (w), (aa), (cc), (dd), (gg), (ii) and
(jj) of this Section 7.01; provided that (i) subject, in the case of Liens permitted by Section 7.01(dd), (gg) and
(jj) (and any Liens permitted under this clause (aa) which were originally granted under Section 7.01 (dd), (gg) or (jj) respectively),
to the final proviso of this clause (aa), at the time of such modification, replacement, renewal or extension the Lien does not extend
to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered by such
Lien and (B) proceeds and products thereof and, in the case of Liens permitted by Section 7.01(w) (and any Liens permitted
under this clause (aa) which were originally granted under Section 7.01(w)), after-acquired property of the applicable Restricted
Subsidiary to the extent the security agreements in place at the time of the acquisition of such Restricted Subsidiary required the grant
of such Lien in after-acquired property and (ii) the renewal, extension or refinancing of the obligations secured or benefited by
such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness) ; provided that (w) if any Lien (prior
to the modification, replacement, renewal or extension thereof) was subject to the ABL Intercreditor Agreement, such Lien (subsequent
to the modification, replacement, renewal or extension thereof) shall be subject to the ABL Intercreditor Agreement and accorded the same
(or lesser) priority as was accorded to such Lien (prior to the modification, replacement, renewal or extension thereof) , (x) if
any Lien (prior to the modification, replacement, renewal or extension thereof) was subject to the First Lien Intercreditor Agreement,
such Lien (subsequent to the modification, replacement, renewal or extension thereof) shall be subject to the First Lien Intercreditor
Agreement or the Second Lien Intercreditor Agreement and accorded the same (or lesser) priority with respect to the Collateral (without
regard to control of remedies) as was accorded to such Lien (prior to the modification, replacement, renewal or extension thereof), (y) if
any Lien (prior to the modification, replacement, renewal or extension thereof) was subject to the Second Lien Intercreditor Agreement,
such Lien (subsequent to the modification, replacement, renewal or extension thereof) shall be subject to the Second Lien Intercreditor
Agreement and accorded the same (or lesser) priority with respect to the Collateral (without regard to control of remedies) as was accorded
to such Lien (prior to the modification, replacement, renewal or extension thereof) and (z) if any Lien (prior to the modification,
replacement, renewal or extension thereof) was subject to a lien subordination and intercreditor agreement (other than an Intercreditor
Agreement), such Lien (subsequent to the modification, replacement, renewal or extension thereof) shall be subject to such lien subordination
and intercreditor agreement and accorded the same (or lesser) priority with respect to the Collateral (without regard to control of remedies)
as was accorded to such Lien (prior to the modification, replacement, renewal or extension thereof) or in each case of subclauses (w),
(x), (y) and (z) shall be subject to a substantially similar or more junior lien subordination and intercreditor agreement reasonably
satisfactory to the Administrative Borrower and the Administrative Agent so long as such Lien (subsequent to the modification, replacement,
renewal or extension thereof) is accorded the same (or lesser) priority with respect to the Collateral (without regard to control of remedies)
as was accorded to such Lien (prior to the modification, replacement, renewal or extension thereof); provided, further,
that modifications, replacements, renewals or extensions of Liens permitted by Section 7.01(dd), (gg) and (jj) (and any Liens permitted
under this clause (aa) which were originally granted under Section 7.01(dd), (gg) or (jj), respectively), in each case may be secured
by after-acquired Collateral of the applicable Loan Party to the extent the security agreements in place at the time of the initial grant
of Liens under Section 7.01(dd), (gg) or (jj), as applicable, by such Loan Party required the grant of such Lien in after-acquired
Collateral;


 






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(bb)        Liens
with respect to property or assets of the Parent Borrower or any Restricted Subsidiary securing obligations in an aggregate principal
amount outstanding at any time not to exceed the greater of $130,000,000 and 50.0% of Trailing Four Quarter Consolidated EBITDA, in each
case determined as of the date of incurrence, which Liens may be subject to the First Lien Intercreditor Agreement, Second Lien Intercreditor
Agreement, ABL Intercreditor Agreement or another junior lien subordination and intercreditor agreement reasonably satisfactory to the
Administrative Borrower and the Administrative Agent, as applicable; provided that any such Lien on the Term Loan Priority Collateral
may be on a pari passu basis with, or junior to, the Liens on the Term Loan Priority Collateral securing the First Lien Obligations, and
any such Lien on the ABL Priority Collateral may be on a pari passu basis with, or junior to the Liens on the ABL Priority Collateral
securing the ABL Obligations;


 


(cc)         [Reserved];


 


(dd)        Liens
granted in accordance with Section 2.15(h) on the Collateral securing obligations in respect of Permitted Pari Passu Secured
Refinancing Debt or Permitted Junior Secured Refinancing Debt incurred in accordance with Section 2.15(h);


 


(ee)         Liens
on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary
letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment
or storage of such inventory or goods;


 


(ff)          deposits
of cash with the owner or lessor of premises leased and operated by the Parent Borrower or any Subsidiary to secure the performance
of the Parent Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises;


 


(gg)        Liens
granted in accordance with Section 2.14(g) on the Collateral securing obligations in respect of Indebtedness permitted under
Section 7.03(p) (other than Incremental Equivalent Debt that is unsecured);


 


(hh)        Liens
on the Securitization Assets arising in connection with a Qualified Securitization Financing;


 


(ii)           Liens
encumbering the Equity Interests of an Unrestricted Subsidiary of the Parent Borrower or a Restricted Subsidiary;


 






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(jj)            Liens
securing obligations in respect of Indebtedness; provided that


 


(i)             after
giving Pro Forma Effect (or, in the case of Indebtedness under Designated Revolving Commitments, on the date such Designated Revolving
Commitments are established after giving Pro Forma Effect to the incurrence of the entire committed amount of Indebtedness thereunder,
in which case such committed amount under such Designated Revolving Commitments may thereafter be borrowed and reborrowed, in whole or
in part, from time to time, without further compliance with this clause (jj)) to the incurrence of such Indebtedness, (x) with respect
to any Indebtedness that is secured by any Applicable Lien described in clause (y) of the definition thereof, the First Lien Net
Leverage Ratio shall be no greater than 4.50 to 1.00 and (y) with respect to any Indebtedness that is secured by Liens on the Collateral
(other than Applicable Liens described in clause (y) of the definition thereof), the Senior Secured Net Leverage Ratio shall be no
greater than 5.75 to 1.00,


 


(ii)            the
obligations in respect thereof shall not be subject to any Guarantee by any Restricted Subsidiary other than a Loan Party;


 


(iii)           the
obligations in respect thereof shall not be secured by any Lien on any asset of the Parent Borrower or any Restricted Subsidiary,
other than any asset constituting Collateral;


 


(iv)           such
obligations shall be secured only by Liens on the Collateral and such Liens shall rank on a pari passu or junior basis in respect
of the Collateral relative to the Liens securing the Obligations (and subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor
Agreement and, if applicable, the First Lien Intercreditor Agreement, or other lien subordination and intercreditor arrangement reasonably
satisfactory to the Administrative Borrower and the Administrative Agent, as applicable);


 


(v)            to
the extent incurred by the Loan Parties, as of the date of the incurrence of such Liens, the obligations in respect thereof (x) shall
not have a final scheduled maturity date earlier than the Maturity Date of the Term B Loans and (y) shall have a Weighted Average
Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans (prior to giving effect to any extension
thereto); provided that any such obligations (I) consisting of a customary bridge facility so long as the long-term
Indebtedness into which such customary bridge facility is to be converted satisfies this criteria or (II) incurred in an aggregate
amount not to exceed the then available Inside Maturity Basket may, in each case, have a final scheduled maturity date earlier than the
Maturity Date of the Term B Loans and a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity
of the Term B Loans; and


 


(vi)           no
Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence; provided
that with respect to any Indebtedness which is used to finance any Permitted Acquisition or Investment, including any Limited Condition
Transaction, such condition shall be limited to no Event of Default pursuant to Section 8.01(a) or (f) (with respect to
the Parent Borrower only);


 


provided
that no Indebtedness in the form of syndicated term loans (other than a bridge loan incurred outside of this Agreement, the maturity date
of which provides for an automatic extension of the maturity date thereof so long as the long-term Indebtedness into which any such bridge
loan is to be converted satisfies the criteria above), that (I) is incurred prior to the one-year anniversary of the Closing Date,
(II) is pari passu in right of payment with, and secured by a Lien on the Collateral that ranks on a pari passu basis
with any Lien on the Collateral securing, the Obligations, (III) is obtained pursuant to Sections 2.14(d)(iv)(B) or 2.14(d)(iv)(C),
(IV) has a Maturity Date within one year of the Maturity Date of the Term B Loans and (V) is not incurred in connection with
any Permitted Acquisition or permitted Investment may be secured pursuant to this Section 7.01(jj) unless the All-In Yield applicable
to such secured Indebtedness is not greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended
through the date of such calculation with respect to Term B Loans plus 50 basis points per annum unless the interest rate (together with,
as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans is increased so as to cause
the then applicable All-In Yield under this Agreement on the Term B Loans to equal the All-In Yield then applicable to such secured Indebtedness
minus 50 basis points; provided that any increase in All-In Yield to any Term B Loan due to the application or imposition of a
Eurocurrency Rate or Base Rate floor on any Incremental Term Loan shall be effected, at the Parent Borrower’s option, (i) solely
through an increase in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan,
(ii) through an increase in the Applicable Rate for such Term B Loan or (iii) any combination of (i) and (ii) above;
provided, further, that the Parent Borrower and Administrative Agent shall be permitted to amend this Agreement without
the consent of the Lenders to give effect to any increase in the interest rate, Eurocurrency Rate or Base Rate floor pursuant to the immediately
preceding proviso;


 






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(kk)          in
the case of any non-wholly-owned Restricted Subsidiary or any joint venture, any put and call arrangements or restrictions on disposition
related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement;


 


(ll)            Liens
securing Indebtedness permitted by Section 7.03(k); provided, that (i) any such Lien on the Term Loan Priority Collateral
shall be junior to the Liens on the Term Loan Priority Collateral securing the Obligations and any such Lien on the ABL Priority Collateral
shall be senior to the Liens on the ABL Priority Collateral securing the Obligations and (ii) such Liens are subject to the ABL Intercreditor
Agreement or other applicable Intercreditor Agreement;


 


(mm)        subject
to compliance with Section 6.18, Liens existing on the Closing Date and set forth on Schedule 6.18;


 


(nn)          other
Liens or imperfections on property existing on the Closing Date which are not material in amount or do not materially detract from the
value of or materially impair the existing use of the property affected by such Lien or imperfection; and


 


(oo)          Liens
on property of any Foreign Subsidiary arising mandatorily under the Laws of the jurisdiction of organization of such Foreign Subsidiary.


 


The expansion of Liens by
virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness,
amortization of OID and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of
currencies will not be deemed to be an incurrence of Liens for purposes of this Section 7.01.


 


For purposes of determining
compliance with this Section 7.01, (A) a Lien need not be incurred solely by reference to one categories of permitted Liens
described in Section 7.01(a) through (oo) above, but is permitted to be incurred in part under any combination thereof and of
any other available exemption and (B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the
categories of permitted Liens described in Section 7.01(a) through (oo) above, the Parent Borrower will, in its sole discretion,
be entitled to divide, classify or reclassify, in whole or in part, any such Lien (or any portion thereof) among one or more of such categories
or clauses in any manner at any time.


 


Section 7.02           [Reserved].


 


Section 7.03           Indebtedness,
Disqualified Equity Interests and Preferred Stock.


 


Create, incur, assume or suffer
to exist any Indebtedness or issue any Disqualified Equity Interest, or issue any Preferred Stock of a Restricted Subsidiary, except:


 


(a)            Indebtedness
under the Loan Documents;


 


(b)            Indebtedness
outstanding on the Closing Date and listed in Schedule 7.03(b); provided that all such Indebtedness of any Loan Party owed to any
Non-Loan Party shall be subject to the Intercompany Note;


 






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(c)            Guarantees
by the Parent Borrower and any Restricted Subsidiary in respect of Indebtedness of the Parent Borrower or any Restricted Subsidiary
otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting
ABL Obligations, Second Lien Obligations, a Specified Junior Financing Obligation, Incremental Equivalent Debt or Refinancing Equivalent
Debt shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on substantially the terms
set forth herein, (B) if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated
to the Guarantee of the Obligations on terms at least as favorable (as reasonably determined by the Administrative Borrower) to the Lenders
as those contained in the subordination of such Indebtedness, (C) any Guarantee by a Loan Party of Indebtedness of a Non-Loan Party
shall either constitute a Permitted Investment or a Restricted Investment permitted by Section 7.06 and (D) any Guarantee by
a Non-Loan Party of any Permitted Ratio Debt or Indebtedness under Sections 7.03(g) (or any Refinancing Indebtedness in respect of
any of the foregoing) shall only be permitted if such Guarantee meets the requirements of the first proviso in the definition of “Permitted
Ratio Debt” or the proviso in Section 7.03(g), as the case may be;


 


(d)            Indebtedness
of the Parent Borrower or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred
to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted
Subsidiary of a Loan Party) to the extent constituting a Permitted Investment or a Restricted Investment permitted by Section 7.06,
provided that all such Indebtedness of any Loan Party owed to any Non-Loan Party shall be subject to the Intercompany Note;


 


(e)            (i) Indebtedness
(including Capitalized Leases) and Disqualified Equity Interests incurred or issued by the Parent Borrower or any Restricted Subsidiary
and Preferred Stock incurred or issued by any Restricted Subsidiary, to finance the purchase, lease, replacement or improvement of property
(real or personal), equipment or fixed or capital assets, in an aggregate principal amount, together with all other Indebtedness, Preferred
Stock and/or Disqualified Equity Interests incurred or issued and outstanding under this clause (e)(i) at such time, not to exceed
the greater of (x) $50,00,000 and (y) 20.0% of Trailing Four Quarter Consolidated EBITDA, in each case, determined at the time
of incurrence (and any Refinancing Indebtedness thereof); plus, in the event of any extension, replacement, refinancing, renewal
or defeasance of such Indebtedness with Refinancing Indebtedness pursuant to this clause (e)(i), Disqualified Equity Interests or Preferred
Stock, the amount of Refinancing Indebtedness incurred pursuant to this clause (e)(i) to finance (I) any tender premium or penalty
or premium required to be paid under the terms of the instrument or documents governing such Indebtedness, Disqualified Equity Interests
or Preferred Stock and any defeasance costs and (II) any fees and expenses (including OID, upfront fees or similar fees) incurred
in connection with the issuance of such new Indebtedness, Disqualified Equity Interests or Preferred Stock or the extension, replacement,
refinancing, renewal or defeasance of such Indebtedness, Disqualified Equity Interests or Preferred Stock; so long as (other than in the
case of any such Refinancing Indebtedness) such Indebtedness, Disqualified Equity Interests or Preferred Stock is incurred or issued no
later than 270 days after such purchase, lease, replacement or improvement and (ii) Attributable Indebtedness arising out of sale-leaseback
transactions permitted by Section 7.05(f) and any Refinancing Indebtedness of such Attributable Indebtedness;


 


(f)             Indebtedness
in respect of Swap Contracts designed to hedge against the Parent Borrower’s or any Restricted Subsidiary’s exposure
to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative
purposes and Guarantees thereof;


 


(g)            Indebtedness
or Disqualified Equity Interests of the Parent Borrower or Indebtedness, Disqualified Equity Interests or Preferred Stock of any
Restricted Subsidiary (including any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or other permitted
Investment) incurred, issued or assumed in connection with any Permitted Acquisition or other permitted Investment; provided that
after giving Pro Forma Effect to such Permitted Acquisition and the Indebtedness, Disqualified Equity Interests or Preferred Stock incurred,
issued, guaranteed or assumed pursuant to this Section 7.03(g), any of (at the Administrative Borrower’s election):


 


(A)            the
Fixed Charge Coverage Ratio of the Parent Borrower is equal to or greater than the Fixed Charge Coverage Ratio immediately prior to such
Permitted Acquisition; or


 


(B)             the
Parent Borrower would be permitted to incur at least $1.00 of Permitted Ratio Debt pursuant to clause (iii) of the definition of
“Permitted Ratio Debt”;


 






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provided
that the aggregate principal amount of Indebtedness, Disqualified Equity Interests and Preferred Stock the primary obligations under which
are outstanding in reliance on this Section 7.03(g) or Section 7.03(w) (to the extent initially incurred, issued or
assumed under this Section 7.03(g)) shall not exceed, together with the aggregate principal amount of any Indebtedness, Disqualified
Equity Interests and Preferred Stock of Non-Loan Parties the primary obligations under which are outstanding in reliance on Section 7.03(s),
Section 7.03(w) (to the extent initially incurred, issued or assumed under Section 7.03(s) or Section 7.03(aa))
or Section 7.03(aa), the greater of (x) $65,000,000 and (y) 25.0% of Trailing Four Quarter Consolidated EBITDA, in each
case determined at the time of assumption, guarantee, incurrence or issuance; provided, further that any Liens securing any Indebtedness,
Disqualified Equity Interests or Preferred Stock incurred, guaranteed, issued or assumed pursuant to this Section 7.03(g) shall
be permitted to be incurred pursuant to Sections 7.01(v), 7.01(w), 7.01(bb) or 7.01(jj); provided, further, that any Indebtedness
incurred (and not, for the avoidance of doubt, assumed) by any Loan Party pursuant to this Section 7.03(g), as of the relevant closing
date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Term B Loans and shall have a Weighted Average
Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans (in each case other than any such
Indebtedness, Disqualified Equity Interests or Preferred Stock (I) consisting of a customary bridge facility so long as the long-term
Indebtedness into which any such customary bridge facility is to be converted satisfies such criteria or (II) incurred in reliance
upon the then available Inside Maturity Basket);


 


(h)            Indebtedness
representing deferred compensation or similar arrangements to employees and independent contractors of the Parent Borrower or any
Restricted Subsidiary, in each case, incurred in the ordinary course of business;


 


(i)             Indebtedness
consisting of promissory notes issued or incurred by the Parent Borrower or any Restricted Subsidiary to future, present or former
employees, directors, officers, members of management, independent contractors, advisors, service providers and consultants of the Parent
Borrower or any Restricted Subsidiary, or, in each case, to their respective Controlled Investment Affiliates or Immediate Family Members,
in each case to finance the purchase or redemption of Equity Interests or other equity-based awards of the Parent Borrower permitted by
Section 7.06(b)(iv);


 


(j)             Indebtedness
(i) incurred by the Parent Borrower or any Restricted Subsidiary in any transaction or arrangement not prohibited hereunder
constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments
and obligations in respect of transaction tax benefits and (ii) consisting of obligations of any Borrower or any Restricted Subsidiary
under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, Permitted Acquisitions
or any other Investment permitted hereunder;


 


(k)            Indebtedness
incurred under the ABL Credit Agreement, including guarantee obligations in respect thereof and so long as (A) any Liens securing
such Indebtedness are subject to the ABL Intercreditor Agreement and (B) the aggregate principal amount of such Indebtedness does
not exceed the aggregate principal amount permitted to be incurred under the ABL Credit Agreement (as in effect on the Closing Date and
whether or not in effect on the relevant date of determination);


 


(l)             ABL
Banking Services Obligations (as defined in the ABL Intercreditor Agreement), other Indebtedness in respect of Cash Management Services
in the ordinary course of business and any Guarantees thereof;


 






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(m)           (i) unsecured
Indebtedness or Disqualified Equity Interests of the Parent Borrower and unsecured Indebtedness, Disqualified Equity Interests
or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount up to 100% of the net cash proceeds received by the Parent
Borrower since immediately after the Closing Date from the issue or sale of Equity Interests of the Parent Borrower or cash contributed
to the capital of the Parent Borrower (in each case, other than proceeds of Disqualified Equity Interests, sales of Equity Interests to
the Parent Borrower or any Subsidiary, proceeds which have been designated as Excluded Contributions, or proceeds which have been designated
as an ABL Cure Amount) as determined in accordance with Section 7.06(a)(iii)(B) and (a)(iii)(C) to the extent such net
cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments pursuant to Section 7.06(a)(iii) or
to make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) or (3) of the definition thereof)
and (ii) Indebtedness or Disqualified Equity Interests of the Parent Borrower and Indebtedness, Disqualified Equity Interests or
Preferred Stock of any Restricted Subsidiary in an aggregate principal amount which, when aggregated with the principal amount of all
other Indebtedness, Disqualified Equity Interests and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant
to this Section 7.03(m)(ii), does not exceed the greater of (x) $130,000,000 and (y) 50.0% of Trailing Four Quarter Consolidated
EBITDA (in each case, determined on the date of such incurrence) (and any Refinancing Indebtedness thereof); plus, in the event
of any extension, replacement, refinancing, renewal or defeasance of such Indebtedness, Disqualified Equity Interests or Preferred Stock
with Refinancing Indebtedness pursuant to this clause (m)(ii), the amount of Refinancing Indebtedness incurred pursuant to this clause
(m)(ii) to finance (I) any tender premium or penalty or premium required to be paid under the terms of the instrument or documents
governing such Indebtedness, Disqualified Equity Interests or Preferred Stock and (II) any defeasance costs and any fees and expenses
(including OID, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness, Disqualified Equity Interests
or Preferred Stock or the extension, replacement, refinancing, renewal or defeasance of such Indebtedness, Disqualified Equity Interests
or Preferred Stock;


 


(n)            Indebtedness
consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each
case, incurred in the ordinary course of business or consistent with industry practice;


 


(o)            obligations
in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees
and similar obligations provided by the Parent Borrower or any Restricted Subsidiary or obligations in respect of letters of credit,
bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with industry practice;


 


(p)            Incremental
Equivalent Debt of the Loan Parties incurred in accordance with Section 2.14(g);


 


(q)            to
the extent a joint venture constitutes a Restricted Subsidiary, Indebtedness incurred by or Disqualified Equity Interests or Preferred
Stock issued by such Restricted Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant
to this Section 7.03(q) and then outstanding for all such Persons taken together, does not exceed the greater of $40,000,000
and 15.0% of Trailing Four Quarter Consolidated EBITDA determined at the time of incurrence;


 


(r)             (i) Indebtedness
supported by a Letter of Credit (as defined in and issued under the ABL Credit Agreement), in a principal amount not in excess of the
stated amount of such Letter of Credit (as defined in the ABL Credit Agreement) and (ii) letters of credit in an aggregate face amount
at any time outstanding not to exceed $5,000,000 consisting of (A) letters of credit issued in currencies not available under the
ABL Credit Agreement or (B) documentary or commercial letters of credit not issued under the ABL Credit Agreement;


 


(s)            Permitted
Ratio Debt;


 


(t)             Refinancing
Equivalent Debt of the Loan Parties incurred in accordance with Section 2.15(h);


 


(u)            Indebtedness
incurred by or Disqualified Equity Interests or Preferred Stock issued by a Non-Loan Party which, when aggregated with the principal amount
of all other Indebtedness incurred or Disqualified Equity Interests or Preferred Stock issued pursuant to this clause (u) and then
outstanding, does not exceed the greater of $65,000,000 and 25.0% of Trailing Four Quarter Consolidated EBITDA (in each case determined
at the date of incurrence or issuance);


 


(v)            Indebtedness
incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse (except for Standard Securitization
Undertakings and Limited Originator Recourse) to the Parent Borrower or any of the Restricted Subsidiaries; provided, that the
aggregate principal amount of Indebtedness at any time outstanding in connection therewith shall not exceed $37,500,000;


 






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(w)           the
incurrence or issuance by the Parent Borrower of Indebtedness or Disqualified Equity Interests or the incurrence or issuance by
a Restricted Subsidiary of Indebtedness, Disqualified Equity Interests or Preferred Stock which serves to refund, refinance, extend, replace,
renew or defease any Indebtedness (including any Designated Revolving Commitments) incurred or Disqualified Equity Interests or Preferred
Stock issued as permitted under Sections 7.03(b), (g), (k), (m)(i), (p), (q), (s), (t), this clause (w) and (z); provided
that any such Indebtedness, Disqualified Equity Interests or Preferred Stock constitutes Refinancing Indebtedness;


 


(x)            Indebtedness
incurred by the Parent Borrower or any Restricted Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances,
warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation
claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, unemployment insurance
or other social security legislation or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation
claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;


 


(y)            shares
of Preferred Stock of a Restricted Subsidiary issued to the Parent Borrower or a Restricted Subsidiary (to the extent constituting
a Permitted Investment or a Restricted Investment permitted by Section 7.06); provided that any subsequent issuance or transfer
of any Equity Interests or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
other subsequent transfer of any such shares of Preferred Stock (except to the Parent Borrower or another of the Restricted Subsidiaries
or any pledge of such Equity Interests constituting a Lien permitted hereunder) shall be deemed, in each case, to be an issuance of such
shares of Preferred Stock (to the extent such Preferred Stock is then outstanding) not permitted by this clause (y);


 


(z)            Indebtedness
in respect of the Unsecured Notes in an aggregate principal amount not to exceed $500,000,000 at any time outstanding.


 


(aa)          Indebtedness
in an aggregate principal amount not to exceed the Available RP Capacity Amount at the time of incurrence;


 


provided
that the aggregate principal amount of Indebtedness, Disqualified Equity Interests and Preferred Stock the primary obligations under which
are outstanding pursuant to this Section 7.03(aa) in reliance on Section 7.06(a)(iii)(G) or Section 7.03(w) (to
the extent initially incurred, issued or assumed under this Section 7.03(aa) in reliance on Section 7.06(a)(iii)(G)) shall not
exceed, together with the aggregate principal amount of any Indebtedness, Disqualified Equity Interests and Preferred Stock of Non-Loan
Parties the primary obligations under which are outstanding in reliance on Section 7.03(g), Section 7.03(w) (to the extent
initially incurred, issued or assumed under Section 7.03(g) or 7.03(s)) or Section 7.03(s), the greater of (x) $65,000,000
and (y) 25.0% of Trailing Four Quarter Consolidated EBITDA, in each case determined at the time of assumption, guarantee, incurrence
or issuance;


 


(bb)         to
the extent constituting Indebtedness, customer deposits and advance payments (including progress payments) received in the ordinary course
of business from customers for goods and services purchased in the ordinary course of business;


 


(cc)          Indebtedness
incurred by the Parent Borrower or a Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange
or the discounting or factoring of receivables for credit management purposes, in each case incurred or undertaken in the ordinary course
of business on arm’s length commercial terms;


 


(dd)         [reserved];
and


 






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(ee)          all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations
described in clauses (a) through (bb) above.


 


For purposes of determining
compliance with this Section 7.03, in the event that an item of Indebtedness, Disqualified Equity Interests or Preferred Stock (or
any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds
thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Equity Interests
or Preferred Stock described in Section 7.03(a) through (dd) above, the Parent Borrower, in its sole discretion, will classify
and may subsequently reclassify such item of Indebtedness, Disqualified Equity Interests or Preferred Stock (or any portion thereof) in
any one or more of the types of Indebtedness, Disqualified Equity Interests or Preferred Stock described in Section 7.03(a) through
(dd) and will only be required to include the amount and type of such Indebtedness, Disqualified Equity Interests or Preferred Stock in
such of the above clauses as determined by the Parent Borrower at such time; provided that (x) all Indebtedness under the
Loan Documents will be deemed to have been incurred in reliance on the exception in clause (a) above and (y) all Indebtedness
under the ABL Credit Agreement shall be deemed to have been incurred in reliance on the exception in clause (k) above. Subject to
the preceding sentence, the Parent Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types
of Indebtedness described in Section 7.03(a) through (dd).


 


For purposes of determining
compliance with any Dollar-denominated restriction on the incurrence of Indebtedness or issuance of Disqualified Equity Interests or Preferred
Stock, the Dollar-equivalent principal amount of Indebtedness, Disqualified Equity Interests or Preferred Stock denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the
case of term debt, or first committed or first incurred (whichever yields the lower Dollar equivalent), in the case of revolving credit
debt; provided that if such Indebtedness is incurred, or Disqualified Equity Interests or Preferred Stock is issued, to extend,
replace, refund, refinance, renew or defease other Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, denominated
in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance 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 extension, replacement,
refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as
the principal amount or liquidation preference, as applicable, of such refinancing Indebtedness, Disqualified Equity Interests or Preferred
Stock does not exceed the principal amount or liquidation preference, as applicable, of such Indebtedness, Disqualified Equity Interests
or Preferred Stock, as applicable, being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees,
underwriting discounts, premiums (including tender premiums) and other costs and expenses (including OID, upfront fees or similar fees)
incurred in connection with such refinancing.


 


The
accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of OID, and the payment of interest or
dividends in the form of additional Indebtedness, Disqualified Equity Interests or Preferred Stock, as the case may be, of the same class,
accretion or amortization of OID or liquidation preference and increases in the amount of Indebtedness, Disqualified Equity Interests
or Preferred Stock outstanding solely as a result of fluctuations in the exchange rate of currencies, will, in each case, not be deemed
to be an incurrence of Indebtedness or an issuance of Disqualified Equity Interests or Preferred Stock for purposes of this Section 7.03.
The principal amount of any Indebtedness incurred or Disqualified Equity Interests issued to refinance other Indebtedness, if incurred
in a different currency from the Indebtedness or Disqualified Equity Interests, as applicable, being refinanced, shall be calculated based
on the currency exchange rate applicable to the currencies in which such respective Indebtedness or Disqualified Equity Interests in denominated
that is in effect on the date of such refinancing. The principal amount of any non-interest bearing Indebtedness or other discount security
constituting Indebtedness at any date shall be the principal amount thereof that would be shown on the consolidated balance sheet of the
Parent Borrower dated such date prepared in accordance with GAAP.


 


Notwithstanding anything to
the contrary in this Agreement, (x) no investments made by any Loan Party in any Non-Loan Party in the form of intercompany loans
shall be evidenced by a promissory note unless such promissory note, to the extent required to be pledged thereunder, is pledged to the
Administrative Agent in accordance with the terms of the Security Agreement and (y) any investments in the form of intercompany loans
constituting indebtedness of any Loan Party owed to any Non-Loan Party shall be unsecured and subordinated to the Obligations on terms
consistent with the subordination provisions of the Intercompany Note in each case, other than indebtedness owed by, or to, a Broker-Dealer
Regulated Subsidiary.


 






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Section 7.04           Fundamental
Changes.


 


Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transactions), except
that:


 


(a)            any
Restricted Subsidiary may merge, amalgamate or consolidate with (i) a Borrower (including a merger, the purpose of which is
to reorganize such Borrower into a new jurisdiction in the United States, any state thereof or the District of Columbia); provided
that such Borrower shall be the continuing or surviving Person or (ii) one or more other Restricted Subsidiaries; provided
that when any Restricted Subsidiary that is a Loan Party is merging, amalgamating or consolidating with a Restricted Subsidiary, a Loan
Party shall be the continuing or surviving Person unless the Investment made in connection with such Restricted Subsidiary that is a Loan
Party merging, amalgamating or consolidating with a Non-Loan Party shall otherwise be a Restricted Payment permitted by Section 7.06
(other than Section 7.06(b)(xviii)) or a Permitted Investment;


 


(b)            any
Restricted Subsidiary may liquidate or dissolve or change its legal form if the Administrative Borrower determines in good faith that
such action is in the best interests of the Borrowers and the Restricted Subsidiaries and is not materially disadvantageous to
the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain a Guarantor
unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);


 


(c)            any
Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower
or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee
must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a Restricted Payment permitted by
Section 7.06 (other than Section 7.06(b)(xviii)) or a Permitted Investment;


 


(d)            so
long as no Event of Default has occurred and is continuing or would result therefrom, the Parent Borrower may merge, dissolve, liquidate
or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving corporation
or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower or is a Person into which
the Parent Borrower has been liquidated or dissolved (any such Person, the “Successor Parent Borrower”), (A) the
Successor Parent Borrower shall be an entity organized or existing under the Laws of the United States, any state thereof or the District
of Columbia, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower under this Agreement
and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto in form reasonably satisfactory
to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger, dissolution, liquidation or consolidation,
shall have confirmed that its Guarantee shall apply to the Successor Parent Borrower’s obligations under the Loan Documents, (D) each
Guarantor, unless it is the other party to such merger, dissolution, liquidation or consolidation, shall have reaffirmed that its obligations
under the Security Agreement and other applicable Collateral Documents shall apply to the Successor Parent Borrower's obligations
under the Loan Documents, (E) [reserved], and (F) the Administrative Borrower shall have delivered to the Administrative Agent
an officer’s certificate stating that such merger or consolidation and such supplement to this Agreement or any Collateral Document
comply with this Agreement and customary legal opinions consistent with those delivered on the Closing Date (conformed as appropriate)
other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion
reasonably satisfactory to the Administrative Agent; provided, further, that if the foregoing are satisfied, the Successor
Parent Borrower will succeed to, and be substituted for, the Parent Borrower under this Agreement;


 


(e)            [reserved];


 






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(f)             so
long as no Event of Default has occurred and is continuing or would result therefrom (solely in the case of a merger, amalgamation or
consolidation involving a Loan Party), any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person in order to
effect an Investment permitted pursuant to Section 7.06 (other than Section 7.06(b)(xviii)) or a Permitted Investment; provided
that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each other Restricted Subsidiary, shall
have complied with the requirements of Section 6.11;


 


(g)            the
Loan Parties and their Subsidiaries may consummate any Permitted Reorganization; and


 


(h)            so
long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution,
liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other
than Section 7.05(e)) may be consummated.


 


Notwithstanding the above,
in the case of any merger, amalgamation or consolidation where the continuing or surviving Person is a Loan Party or any liquidation into
a Loan Party, in each case, in accordance with this Section 7.04, any security interests granted to the Administrative Agent for
the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force and effect and perfected
(to at least the same extent as in effect immediately prior to such merger, consolidation, dissolution or liquidation) and all actions
required to maintain said perfected status have been or will promptly be taken, in each case, as required by Sections 6.11 and 6.13.


 


Section 7.05            Dispositions.


 


Make any Disposition, except:


 


(a)            (x) Dispositions
of obsolete, damaged, worn out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business,
(y) Dispositions of property no longer used or useful in the conduct of the business of the Parent Borrower or any Restricted
Subsidiary and (z) Dispositions to landlords of improvements made to leased real property pursuant to customary terms of leases entered
into in the ordinary course of business;


 


(b)            Dispositions
of (i) inventory, goods held for sale in the ordinary course of business and (ii) immaterial assets (including allowing any
registrations or any applications for registration of any intellectual property to lapse or go abandoned) in the ordinary course
of business, including but not limited to Dispositions of medical devices or other medical products pursuant to a voluntary or mandatory
recall thereof or of assets in connection with the consolidation of billing centers;


 


(c)            Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;


 


(d)            Dispositions
of property to the Parent Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan
Party (i) the transferee thereof must be a Loan Party, (ii) such Disposition is for cash and shall be for no less than the fair
market value of such property at the time of such Disposition (or any promissory note or other non-cash consideration received in respect
thereof must be a Restricted Payment permitted by Section 7.06 (other than Section 7.06(b)(xviii))) or a Permitted Investment
or (iii) if such transaction constitutes an Investment, such Investment must be a Restricted Payment permitted by Section 7.06
(other than Section 7.06(b)(xviii)) or a Permitted Investment;


 


(e)            Dispositions
that otherwise constitute a Permitted Investment, are permitted by Section 7.04 (other than Section 7.04(h)) or otherwise constitute
a Restricted Payment permitted by Section 7.06 (other than Section 7.06(b)(xviii)) and Liens permitted by Section 7.01
(other than Section 7.01(l)(ii));


 






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(f)             Dispositions
of property pursuant to sale-leaseback transactions; provided that to the extent the aggregate Net Proceeds from all such
Dispositions since the Closing Date exceeds $40,000,000, such excess shall be reinvested in accordance with the definition of “Net
Proceeds” or otherwise applied to prepay Loans in accordance with Section 2.05(b)(ii)


 


(g)            Dispositions
of cash and Cash Equivalents;


 


(h)            (i) leases,
subleases, licenses or sublicenses (including agreements under which the Parent Borrower or any Restricted Subsidiary has granted
rights to end users to access and use the Parent Borrower’s or any Restricted Subsidiary’s products, technologies or services),
in each case in the ordinary course of business and which do not materially interfere with the business of the Parent Borrower and the
Restricted Subsidiaries, taken as a whole, and (ii) the abandonment of intellectual property rights (A) in the ordinary course
of business or which in the reasonable good faith determination of the Administrative Borrower are not material to the conduct of the
business of the Parent Borrower and the Restricted Subsidiaries taken as a whole or (B) that are no longer economically practicable
or commercially reasonable to maintain;


 


(i)             transfers
of property subject to Casualty Events;


 


(j)             Dispositions
of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally
binding commitment entered into at a time when no Default has occurred and is continuing), no Event of Default shall have occurred and
be continuing or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for
a purchase price in excess of $15,000,000, the Parent Borrower or any Restricted Subsidiary shall receive not less than 75% of
such consideration in the form of cash or Cash Equivalents (free and clear of all Liens at the time received (other than nonconsensual
Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), clause (iii) of Section 7.01(k), Section 7.01(m),
clauses (i) and (ii) of Section 7.01(r), Section 7.01(v), Section 7.01(bb), Section 7.01(cc), Section 7.01(dd),
Section 7.01(gg), Section 7.01(ii), Section 7.01(jj) and Section 7.01(ll) and in each case, any permitted modifications,
replacements, renewals or extensions of such Liens pursuant to Section 7.01(aa))); provided, however, that for the
purposes of this clause (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’
most recent balance sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other
than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that (i) are assumed by the transferee
with respect to the applicable Disposition or (ii) are otherwise cancelled or terminated in connection with the transaction with
such transferee (other than intercompany debt owed to the Parent Borrower or any of its Restricted Subsidiaries) and, in the case of clause
(i), for which each Parent Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors
in writing, (B) any securities, notes or other obligations or assets received by the Parent Borrower or the applicable Restricted
Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents
(to the extent of the cash or Cash Equivalents received) in connection with the applicable Disposition, (C) Indebtedness of any Restricted
Subsidiary that ceases to be a Restricted Subsidiary as a result of such Disposition (other than intercompany debt owed to the Parent
Borrower or any of its Restricted Subsidiaries), to the extent that the Parent Borrower and each of its Restricted Subsidiaries are released
from any guarantee of payment of the principal amount of such Indebtedness in connection with such Disposition and (D) aggregate
non-cash consideration received by the Parent Borrower or the applicable Restricted Subsidiary having an aggregate fair market value,
taken together with all other non-cash consideration received pursuant to this clause (D) (determined as of the closing of the applicable
Disposition for which such non-cash consideration is received) not to exceed the greater of $90,000,000 and 35.0% of Trailing Four Quarter
Consolidated EBITDA as determined at the time of such applicable Dispositions (net of any such non-cash consideration subsequently converted
into cash and Cash Equivalents);


 


(k)            to
the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like property (excluding
any boot thereon permitted by such provision) for use in any business conducted by the Parent Borrower or any of the Restricted
Subsidiaries that is not in contravention of Section 7.07;


 






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(l)             Dispositions
or discounts, without recourse of accounts receivable or notes receivable in connection with the collection or compromise thereof in the
ordinary course of business or the conversion of accounts receivable to notes receivable in the ordinary course of business;


 


(m)           Dispositions
of ABL Priority Collateral not otherwise permitted by this Section 7.05 to the extent the net proceeds thereof are applied to repay
or cash collateralize the ABL Obligations;


 


(n)            any
swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness
to the business of the Parent Borrower and the Subsidiaries as a whole, as determined in good faith by the Administrative Borrower;


 


(o)            any
sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;


 


(p)            Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture
parties set forth in joint venture arrangements and similar binding arrangements;


 


(q)            the
unwinding of any Swap Contract or any Cash Management Services permitted under Section 7.03(l);


 


(r)             the
lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial IP Rights;


 


(s)            any
Disposition of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Financing;


 


(t)             Dispositions
by any Loan Party of any wholly-owned Restricted Subsidiary of the type described in clauses (d) and (e) of the definition of
Excluded Subsidiary to the extent consisting of contributions or other Dispositions of Equity Interests in other wholly-owned Restricted
Subsidiaries of the type described in clauses (d) and (e) of the definition of Excluded Subsidiary to such wholly-owned Restricted
Subsidiary;


 


(u)            Dispositions
(i) of non-core assets acquired in connection with Permitted Acquisitions or any other acquisition or Investment permitted under
this Agreement; provided that the aggregate amount of such sales shall not exceed 25% of the fair market value of the acquired
entity or business, (ii) made to satisfy the Parent Borrower’s or any Restricted Subsidiary’s obligations under any non-compete
agreement or (ii) made to obtain the approval of any anti-trust authority;


 


(v)            Dispositions
set forth on Schedule 7.05;


 


(w)           any
issuance of Equity Interests in any Restricted Subsidiary to any officer, director, consultant, advisor, service provider or employee
of the Borrowers or any Restricted Subsidiary in respect of services provided to the Borrowers or a Restricted Subsidiary in the ordinary
course of business approved by the Board of Directors of the Borrower;


 


(x)            cancellation
of Indebtedness owing to the Parent Borrower or any Restricted Subsidiary from members of management of the Parent Borrower, any of the
Parent Borrower’s direct or indirect parent companies or any of the Parent Borrower’s Restricted Subsidiaries in connection
with the repurchase or redemption of Equity Interests of any of the Parent Borrower’s direct or indirect parent companies;


 


(y)            Dispositions
of assets not constituting Collateral;


 


(z)            any
Borrower and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost-sharing agreements with any Borrower or any
Subsidiary and settle any crossing payments in connection therewith or (ii) surrender, terminate or waive contractual rights and
settle or waive contractual or litigation claims; and


 






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(aa)          Dispositions
in an amount not to exceed the greater of $25,000,000 and 10.0% of Trailing Four Quarter Consolidated EBITDA in the aggregate in any fiscal
year;


 


provided
that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(a), (d), (e), (h), (i), (l),
(p), (q), (r), (s), (v), (w), (x), (z) and (aa) and except for (x) Dispositions from the Parent Borrower or a Guarantor to the
Parent Borrower or a Guarantor or (y) Dispositions from any wholly-owned Non-Loan Party to any other wholly-owned Non-Loan Party)
shall be for no less than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed
of as expressly permitted by this Section 7.05 to any Person other than the Parent Borrower or any of its Restricted Subsidiaries,
such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent,
upon the certification by the Administrative Borrower that such Disposition is not prohibited by this Agreement, the Administrative Agent
shall be authorized to take any actions deemed appropriate in order to effect the foregoing.


 


Section 7.06            Restricted
Payments.


 


(a)            Directly
or indirectly, (w) declare or pay any dividend or make any payment or distribution on account of the Parent Borrower’s or any
of its Restricted Subsidiaries’ Equity Interests (in each case, solely in such Person’s capacity as holder of such Equity
Interests), including any dividend, payment or distribution payable in connection with any merger, amalgamation or consolidation other
than (A) dividends or distributions by the Parent Borrower payable solely in Equity Interests (other than Disqualified Equity Interests)
of the Parent Borrower or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment
or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a wholly-owned
Subsidiary, the Parent Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution
in accordance with its Equity Interests in such class or series of securities, (x) purchase, redeem, defease or otherwise acquire
or retire for value any Equity Interests of the Parent Borrower, including in connection with any merger, amalgamation or consolidation,
in each case held by Persons other than the Parent Borrower or a Restricted Subsidiary, (y) make any principal payment on, or redeem,
repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or
maturity, any Junior Financing, other than such Indebtedness permitted under Sections 7.03(d) and (z) make any Restricted Investment
(all such payments and other actions set forth in clauses (w) through (z) above being collectively referred to as “Restricted
Payments”), unless, at the time of and immediately after giving effect to such Restricted Payment:


 


(i)             in
the case of any Restricted Payment described in clauses (w), (x) or (y) above utilizing amounts described in clause (iii) below,
no Event of Default shall have occurred and be continuing at the time of declaration of such Restricted Payments or would occur as a consequence
thereof;


 


(ii)            [reserved];


 


(iii)           such
Restricted Payment, together with the aggregate amount of all Restricted Payments (including the fair market value of any non-cash amount)
made by the Parent Borrower and the Restricted Subsidiaries after the Closing Date permitted by Section 7.06(b)(i) (to the extent
at the applicable date of declaration or notice, the dividend or other distribution or redemption payment is to be made in reliance on
this clause (iii) or Section 7.06(b)(vi)(C)) or Section 7.06(b)(vi)(C), but excluding all other Restricted Payments permitted
by Section 7.06(b) (and for the avoidance of doubt, all other Permitted Investments)), is less than the sum of (without duplication):


 


(A)            50%
of Consolidated Net Income of the Parent Borrower for the period (taken as one accounting period and including the predecessor) beginning
the first day of the fiscal quarter in which the Closing Date occurs to the end of the most recently ended Test Period preceding such
Restricted Payment for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or
6.01(b), as applicable, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit (provided,
that in no event shall this clause (A) be less than zero); plus


 






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(B)           100%
of the aggregate net cash proceeds and the fair market value of marketable securities or other property received by the Parent Borrower
since the Closing Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or issue
Disqualified Equity Interests or Preferred Stock pursuant to Section 7.03(m)(i) or have been designated as an ABL Cure Amount)
from the issue or sale of:


 


(I) (a) Equity
Interests of the Parent Borrower, including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair
market value of marketable securities or other property received from the sale of:


 


(x)           Equity
Interests to any future, present or former employees, directors, officers, members of management, independent contractors, advisors, service
providers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower or
any of the Parent Borrower’s Subsidiaries after the Closing Date to the extent such amounts have been applied to Restricted Payments
made in accordance with Section 7.06(b)(iv); and


 


(y)           Designated
Preferred Stock; and


 


(b)            to
the extent such net proceeds or other property are actually contributed to a Parent Borrower, Equity Interests of any direct or
indirect parent company of such Parent Borrower (excluding contributions of the proceeds from the sale of Designated Preferred Stock of
such company or contributions to the extent such amounts have been applied to Restricted Payments made in accordance with Section 7.06(b)(iv));
or


 


(II)            debt
securities of the Parent Borrower, that have been converted into or exchanged for Equity Interests (other than Disqualified Equity
Interests) of the Parent Borrower;


 


provided,
that this clause (B) shall not include the proceeds from (W) Refunding Capital Stock (as defined below) applied in accordance
with Section 7.06(b)(ii), (X) Equity Interests or convertible debt securities of the Parent Borrower sold to a Restricted Subsidiary,
(Y) Disqualified Equity Interests or debt securities that have been converted or exchanged into Disqualified Equity Interests or
(Z) Excluded Contributions; provided, further, that the making of any Restricted Investment in a Non-Loan Party pursuant
to this Section 7.06(a)(iii) shall not be subject to compliance with Section 7.06(a)(ii); plus


 


(C)           100%
of the aggregate amount of cash and the fair market value of marketable securities or other property contributed to the capital of the
Parent Borrower following the Closing Date but other than (V) to the extent designated as an ABL Cure Amount, (W) net cash proceeds
to the extent such net cash proceeds have been used to incur Indebtedness or issue Disqualified Equity Interests or Preferred Stock pursuant
to Section 7.03(m)(i), (X) by a Restricted Subsidiary, (Y) any Excluded Contributions and (Z) net cash proceeds that
constitute net cash proceeds from the sale of Designated Preferred Stock; plus


 


(D)           100%
of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of:


 


(1)            the
sale or other disposition (other than to the Parent Borrower or any of its Restricted Subsidiaries) of, or other Returns (other
than Returns that reduce Investments pursuant to the last paragraph of the definition thereof) on Investments from, Restricted Investments
made by the Parent Borrower or any of its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from
the Parent Borrower or a Restricted Subsidiary (other than by the Parent Borrower or a Restricted Subsidiary) and repayments of loans
or advances, and releases of guarantees, which constitute Restricted Investments made by the Parent Borrower or a Restricted Subsidiary,
in each case after the Closing Date (in each case, other than Restricted Investments made by the Parent Borrower or any of its Restricted
Subsidiaries pursuant to Section 7.06(b)(x) or 7.06(b)(xvii)); or


 






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(2)            the
sale (other than to the Parent Borrower or any of its Restricted Subsidiaries) of the stock or any assets of an Unrestricted Subsidiary
(or any joint venture (other than any Restricted Subsidiary) or other minority Investment or a distribution or a dividend from an Unrestricted
Subsidiary, any joint venture (other than any Restricted Subsidiary) or other minority Investment (other than to the extent the Investment
in such Unrestricted Subsidiary was made by the Parent Borrower or a Restricted Subsidiary pursuant to Section 7.06(b)(x), 7.06(b)(xvii) or
7.06(b)(xxiii) or to the extent such Investment constituted a Permitted Investment, but including such cash or fair market value
to the extent exceeding the amount of such Permitted Investment), in each case, after the Closing Date; plus


 


(E)            in
the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of
an Unrestricted Subsidiary into the Parent Borrower or a Restricted Subsidiary or the transfer of all or substantially all of the assets
of an Unrestricted Subsidiary to the Parent Borrower or a Restricted Subsidiary after the Closing Date, the fair market value of the Investment
in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted
Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent the Investment in
such Unrestricted Subsidiary was made by the Parent Borrower or a Restricted Subsidiary pursuant to Section 7.06(b)(x), 7.06(b)(xvii) or
7.06(b)(xxiii) or to the extent such Investment constituted a Permitted Investment, but, to the extent exceeding the amount of such
Permitted Investment, including such excess amounts of cash or fair market value; provided, that, in the case of this Section 7.06(a)(iii)(E),
if the fair market value of any such marketable securities or other property (other than cash) contributed or received, or such Investment,
as applicable to be included in this clause (E), shall exceed $25,000,000 in any redesignation, transaction or series or related transactions,
such fair market value shall be determined by the Board of Directors of the Parent Borrower at the time of the redesignation of such Unrestricted
Subsidiary as a Restricted Subsidiary whose resolution with respect thereto will be delivered to the Administrative Agent; plus


 


(F)            Declined
Proceeds less (x) any Declined Proceeds the proceeds of which are required to be used to effect the repurchase, redemption or other
acquisition or retirement for value of any Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries pursuant to provisions
similar to those described in Sections 2.05(b)(i), 2.05(b)(ii) or 2.05(b)(iii) hereunder and (y) any Declined Proceeds
applied to make a payment pursuant to Section 7.06(b)(xiii); plus


 


(G)            an
amount equal to the greater of (x) $75,000,000 and (y) 30.0% of Trailing Four Quarter Consolidated EBITDA (with the amount of
each Restricted Investment being measured at the time made and without giving effect to subsequent changes in value); minus


 


(H)            the
aggregate amount of Indebtedness incurred in reliance on Section 7.03(aa).


 


(b)           The
provisions of Section 7.06(a) will not prohibit:


 


(i)           the
payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration
of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration or notice,
the dividend or other distribution or redemption payment would have complied with this Agreement;


 






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(ii)           (a) the
redemption, repurchase, retirement or other acquisition of any Equity Interests, including any accrued and unpaid dividends thereon (“Treasury
Capital Stock”), or any Junior Financing of the Parent Borrower or any of its Restricted Subsidiaries, in exchange for, or out
of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted Subsidiary) of, Equity Interests of the
Parent Borrower to the extent contributed to the Parent Borrower (in each case, other than any Disqualified Equity Interests) (“Refunding
Capital Stock”), (b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially
concurrent sale or issuance (other than to a Restricted Subsidiary of the Parent Borrower or to an employee stock ownership plan or any
trust established by the Parent Borrower or any of its Restricted Subsidiaries) of Refunding Capital Stock, and (c) if, immediately
prior to the retirement of Treasury Capital Stock, the declaration and payment of dividends thereon was permitted under Section 7.06(b)(vi)(A) or
(B), the declaration and payment of dividends on the Refunding Capital Stock in an aggregate amount per year no greater than the aggregate
amount of dividends per annum that were declarable and payable on such Treasury Capital Stock immediately prior to such retirement under
Section 7.06(b)(vi)(A) or (B);


 


(iii)          the
principal payment on, defeasance, redemption, repurchase, exchange or other acquisition or retirement of (a) Junior Financing of
the Parent Borrower or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness
of the Parent Borrower or a Guarantor or Disqualified Equity Interests of the Parent Borrower or a Guarantor, (b) Disqualified Equity
Interests of the Parent Borrower or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of,
Disqualified Equity Interests or Subordinated Indebtedness of the Parent Borrower or a Guarantor, (c) Disqualified Equity Interests
of a Restricted Subsidiary that is not a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of,
Disqualified Equity Interests of a Restricted Subsidiary that is not a Guarantor that, in each case of clauses (a) through (c), is
Refinancing Indebtedness incurred or issued, as applicable, in compliance with Section 7.03 and (d) any Junior Financing or
Disqualified Equity Interests which constitutes Acquired Indebtedness (to the extent such Acquired Indebtedness was not incurred in contemplation
of such principal payment on, defeasance, redemption, repurchase, exchange or other acquisition or retirement);


 


(iv)          a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than
Disqualified Equity Interests) of the Parent Borrower or any direct or indirect parent company of the Parent Borrower held by any future,
present or former employee, director, officer, member of management, independent contractor, advisor, service provider or consultant (or
their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower, any of its Subsidiaries or any
of its direct or indirect parent companies upon the death, disability, retirement or termination of employment of any such Person or pursuant
to any shareholder, employee, manager or director equity plan or stock option plan or any other management or employee benefit plan or
agreement, or any equity subscription or co-investor or shareholder agreement (including, for the avoidance of doubt, to pay any principal
and interest payable on any notes issued by the Parent Borrower or any direct or indirect parent company of the Parent Borrower in connection
with any such repurchase, retirement or other acquisition) including any arrangement including Equity Interests rolled over by management
of the Parent Borrower in connection with the Transactions; provided, that the aggregate amount of Restricted Payments made under
this Section 7.06(b)(iv) does not exceed the greater of $25,000,000 and 10% of Trailing Four Quarter Consolidated EBITDA in
any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without
giving effect to the following proviso) of the greater of $50,000,000 and 20% of Trailing Four Quarter Consolidated EBITDA in any calendar
year; provided, further, that such amount in any calendar year may be increased by an amount not to exceed:


 


(a)           the
cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and, to the extent contributed
to the Parent Borrower, the cash proceeds from the sale of Equity Interests of any direct or indirect parent company of the Parent Borrower,
in each case to any future, present or former employees, directors, officers, members of management, independent contractors, advisors,
service providers or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent
Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date, to the extent
the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue
of Section 7.06(a)(iii) or designated an Excluded Contribution; plus


 






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(b)           the
cash proceeds of key man life insurance policies received by the Parent Borrower or any of its Restricted Subsidiaries (or by any
direct or indirect parent company to the extent contributed to the Parent Borrower) after the Closing Date; less


 


(c)           the
amount of any Restricted Payments previously made with the cash proceeds described in clauses (a) and (b) of this Section 7.06(b)(iv);


 


(v)           the
declaration and payment of scheduled cash dividends or scheduled cash distributions to holders of any class or series of Disqualified
Equity Interests of the Parent Borrower or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any Restricted
Subsidiary issued in accordance with Section 7.03(g) or (s), in each case to the extent such dividends are included in the definition
of “Fixed Charges”;


 


(vi)          (A)         the
declaration and payment of cash dividends or distributions to holders of any class or series of Designated Preferred Stock (other than
Disqualified Equity Interests) issued by the Parent Borrower after the Closing Date;


 


(B)            the
declaration and payment of cash dividends or distributions to any direct or indirect parent company of the Parent Borrower, the proceeds
of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified
Equity Interests) issued by such parent company after the Closing Date; provided that the amount of dividends paid pursuant to
this Section 7.06(b)(vi)(B) shall not exceed the aggregate amount of cash actually contributed to the Parent Borrower from the
sale of such Designated Preferred Stock; or


 


(C)            the
declaration and payment of cash dividends on Refunding Capital Stock that is Preferred Stock in excess of the dividends declarable and
payable thereon pursuant to Section 7.06(b)(ii);


 


provided,
in the case of each of clauses (A), (B) and (C) of this clause (b)(vi), that for the most recently ended Test Period preceding
the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock that is Preferred
Stock, after giving effect to such issuance or declaration, (I) the Total Net Leverage Ratio (calculated on a Pro Forma Basis) for
the immediately preceding Test Period is less than or equal to 6.00 to 1.00 or (II) the Fixed Charge Coverage Ratio (calculated on
a Pro Forma Basis) for the immediately preceding Test Period is at least 2.00 to 1.00, and satisfaction of such tests shall be evidenced
by a certificate from a Financial Officer of the Administrative Borrower demonstrating such satisfaction calculated in reasonable detail;


 


(vii)        payments
made or expected to be made by the Parent Borrower or any of its Restricted Subsidiaries in respect of withholding or similar taxes payable
by or with respect to any future, present or former employee, director, officer, member of management, independent contractor, advisor,
service provider or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower
or any of its Restricted Subsidiaries and any repurchases of Equity Interests deemed to occur upon, in each case, exercise, vesting, or
settlement, as applicable, of stock options, warrants or similar rights if such Equity Interests represent a portion of the exercise price
of such options, warrants or similar rights or required withholding or similar taxes;


 


(viii)       Restricted
Payments in an aggregate amount per annum not to exceed an amount equal to 6.00% of Market Capitalization;


 


(ix)          Restricted
Payments that are made with Excluded Contributions;


 


(x)           Restricted
Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (x) (in the case of
Restricted Investments, at the time outstanding) not to exceed the greater of (I) $130,000,000 and (II) 50.0% of Trailing Four
Quarter Consolidated EBITDA (in the case of Restricted Investments made pursuant to this clause (x), the amount of such Restricted Investment
being measured at the time such Restricted Investment is made and without giving effect to subsequent changes in value, but subject to
adjustment as set forth in the definition of Investment);


 






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(xi)          distributions
or payments of Securitization Fees;


 


(xii)         any
cash payments made after the Closing Date in respect of performance-based or time-vested restricted stock units (in each case that are
existing and either vested or unvested) as of the Closing Date in an aggregate amount of up to $15,000,000;


 


(xiii)        solely
to the extent funded with Declined Proceeds, the repurchase, redemption or other acquisition or retirement for value of any Junior Financing;


 


(xiv)        [reserved];


 


(xv)         Restricted
Payments made (i) in respect of working capital adjustments or purchase price adjustments pursuant to any Permitted Acquisition or
other permitted Investments, (ii) in order to satisfy indemnity and other similar obligations under any Permitted Acquisition or
other permitted Investments and (iii) Restricted Payments consisting of a Permitted Reorganization;


 


(xvi)        cash
payments or loans, advances, dividends or distributions to any direct or indirect shareholder of the Parent Borrower to make payments
in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable
for Equity Interests of the Parent Borrower or any of its Restricted Subsidiaries or any direct or indirect parent company of the Parent
Borrower;


 


(xvii)       in
addition to the foregoing Restricted Payments, the Parent Borrower may make additional Restricted Payments so long as immediately after
giving effect to such Restricted Payment and the application of proceeds therefrom, (x) the Total Net Leverage Ratio for the Test
Period immediately preceding such Restricted Payment is less than or equal to 5.00 to 1.00 (calculated on a Pro Forma Basis) and (y) no
Event of Default exists or would immediately result therefrom;


 


(xviii)      to
the extent constituting Restricted Payments, the Parent Borrower and the Restricted Subsidiaries may enter into and consummate transactions
expressly permitted by any provision of Section 7.01, 7.03 (other than Section 7.03(d)), 7.04 (other than Section 7.04(a),
7.04(c)(ii) or (f)), 7.05 (other than Section 7.05(d)(ii) or (e)) or 7.08 (except transactions described in clauses (a),
(b), (f), (g), (j), (n), (q), (s), (w), (y) and (z) of such Section);


 


(xix)         payments
and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or
transfer of all or substantially all of the assets of the Parent Borrower and the Restricted Subsidiaries taken as a whole that complies
with the terms of this Agreement or any other transaction that complies with the terms of this Agreement;


 


(xx)          (A) the
payment of dividends, other distributions and other amounts by the Parent Borrower to, or the making of loans to, any direct or indirect
parent of the Parent Borrower in the amount required for such parent to, if applicable, pay amounts equal to amounts required for any
direct or indirect parent of the Parent Borrower, if applicable, to pay interest and/or principal (including AHYDO “catch-up payments”)
on Indebtedness the proceeds of which have been permanently contributed to the Parent Borrower or any of its Restricted Subsidiaries and
that has been guaranteed by, or is otherwise considered Indebtedness of, the Parent Borrower or any of its Restricted Subsidiaries incurred
in accordance with Section 7.03 (other than if such guarantee or Indebtedness constitutes Junior Financing and such payment would
be in violation of the applicable intercreditor and/or subordination agreement); provided that the proceeds contributed
to the Parent Borrower or such Restricted Subsidiary shall not increase amounts available for Restricted Payments pursuant to Section 7.06(b)(iv) or
7.06(a)(iii) and shall not be designated an Excluded Contribution; provided further that (x) the aggregate
amount of such dividends, distributions or other amounts shall not exceed the amount of cash actually contributed to the Parent Borrower
for the incurrence of such Indebtedness and (y) any Restricted Payment made pursuant to this clause (xx) the proceeds of which
are used to make payments in respect of Indebtedness which payments would constitute an interest expense determined in accordance with
GAAP if such Indebtedness was Indebtedness of the Parent Borrower, shall be deemed to be an interest expense of the Parent Borrower for
all purposes of this Agreement; and (B) the payment of dividends, other distributions and other amounts by the Parent Borrower to,
or the making of loans to, any direct or indirect parent of the Parent Borrower in the amount required for such parent to, if applicable,
make any AHYDO Payment on intercompany Indebtedness among parent companies of the Parent Borrower; provided that such AHYDO Payment
shall not be made prior to the end of the first accrual period ending after the fifth anniversary of the issue date of such intercompany
Indebtedness;


 






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(xxi)         repurchases
of Equity Interests in the Parent Borrower or any Restricted Subsidiary of the Parent Borrower deemed to occur upon exercise of stock
options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;


 


(xxii)        [reserved];
and


 


(xxiii)       Investments
in joint ventures, other similar agreements, partnerships, minority investments or Unrestricted Subsidiaries having an aggregate fair
market value taken together with all other Investments made pursuant to this clause (xxiii) that are at the time outstanding, without
giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash or marketable securities
(until such proceeds are converted to cash or Cash Equivalents), not to exceed the greater of (a) $50,00,000 and (b) 20.0% of
Trailing Four Quarter Consolidated EBITDA at the time of such Investment (with the amount of each Investment being measured at the time
made and without giving effect to subsequent changes in value); provided that if any Investment made pursuant to this clause (xxiii) in
Equity Interests of a Person that subsequently becomes a Loan Party, such Investment shall thereafter be deemed permitted under clause
(1) of the definition of “Permitted Investment” (without giving effect to the proviso thereto) and shall not be included
as having been made pursuant to this clause (xxiii);


 


provided,
that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (b)(v), (b)(vi), (b)(viii), (b)(x), (b)(xvii) and
(b)(xx)(A), no Event of Default shall have occurred and be continuing or would occur as a consequence thereof.


 


(c)           For
purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Parent Borrower and
its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments or
Permitted Investments in an amount determined as set forth in the penultimate sentence of the definition of “Investments.”
Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, pursuant to this Section 7.06
or if an Investment in such amount would be permitted at such time pursuant to the definition of “Permitted Investments,”
and if such Subsidiary otherwise is permitted to be so designated pursuant to Section 6.14.


 


(d)           For
the avoidance of doubt, this Section 7.06 shall not restrict the making of any “AHYDO catch-up payment” with respect
to, and required by the terms of, any Indebtedness of the Parent Borrower or any Restricted Subsidiary permitted to be incurred under
Section 7.03 hereof


 


(e)           For
the avoidance of doubt, the cancellation of Indebtedness owing to the Parent Borrower or any of its Restricted Subsidiaries from any future,
present or former employees, directors, officers, independent contractors, members of management or consultants of the Parent Borrower
(or their respective Controlled Investment Affiliates or Immediate Family Members), any direct or indirect parent company of the Parent
Borrower or any of the Parent Borrower’s Restricted Subsidiaries in connection with a repurchase or redemption of Equity Interests
of the Parent Borrower or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes
of this Section 7.06 or any other provision of this Agreement.


 






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For purposes of determining
compliance with this Section 7.06, in the event that a proposed Restricted Payment or Investment (or any portion thereof) at any
time, whether at the time of declaration or payment, purchase, redemption, defeasance or other acquisition or retirement, or at the time
of the making thereof, or subsequently at a later time, meets the criteria of more than one of the categories described in Section 7.06(b)(i) through
(xxiii) or is entitled to be made pursuant to Section 7.06(a) and/or one or more of the categories described in the definition
of Permitted Investment, the Administrative Borrower, in its sole discretion, will be entitled to classify and may subsequently reclassify
such item of (or any portion thereof) (based on circumstances existing on the date of such reclassification) among such clauses in Section 7.06(b)(i) through
(xxiii),  Section 7.06(a) and/or one or more of the categories contained in the definition of Permitted Investments, and
will only be required to include the amount and type of such Restricted Payment or Investment in such of the above clauses as determined
by the Administrative Borrower at such time.  The Administrative Borrower will be entitled to divide and classify a Restricted Payment
or Investment in more than one of the types described in Section 7.06(b)(i) through (xxiii),  Section 7.06(a) and/or
one or more of the categories contained in the definition of Permitted Investments.


 


Section 7.07          Change
in Nature of Business.


 


Engage in any material line
of business substantially different from those lines of business conducted by the Parent Borrower and the Restricted Subsidiaries on the
Closing Date or any business or any other activities reasonably related, complementary, synergistic, similar, incidental or ancillary
thereto (including related, complementary, synergistic, similar, incidental or ancillary technologies) or reasonable extensions, developments
or expansions thereof.


 


Section 7.08          Transactions
with Affiliates.


 


Enter
into any transaction of any kind with any Affiliate of the Parent Borrower, whether or not in the ordinary course of business,
involving aggregate payments or consideration, in any transaction or series of related transactions, in excess of $8,500,000, other than:


 


(a)           transactions
among the Parent Borrower or the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such
transaction;


 


(b)           transactions
on terms (taken as a whole) substantially as favorable to the Parent Borrower or such Restricted Subsidiary as would be obtainable
by the Parent Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than
an Affiliate;


 


(c)           the
Transactions and the payment of fees and expenses (including the Transaction Expenses) related to the Transactions and transactions
constituting any Permitted Reorganization;


 


(d)           the
issuance of Equity Interests or equity-based awards to any officer, director, employee, independent contractor, advisor, service provider
or consultant of the Parent Borrower or any Subsidiary or any direct or indirect parent of the Parent Borrower, including, without
limitation, in connection with the Transactions;


 


(e)           [reserved];


 


(f)            Restricted
Payments permitted under Section 7.06, Permitted Investments and Permitted Acquisitions (other than by reference to this Section 7.08
or any clause in this Section 7.08);


 


(g)           transactions
by the Parent Borrower and any Restricted Subsidiary permitted under an express provision (including any exceptions thereto) of
this Article VII (other than by reference to this Section 7.08 or any clause in this Section 7.08);


 


(h)           (i) employment,
consulting and severance arrangements between the Parent Borrower and the Restricted Subsidiaries (or any direct or indirect parent
of the Parent Borrower) and their respective future, present or former officers, employees, independent contractors, advisor, service
provider and/or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members), in each case, in the ordinary
course of business and (ii) transactions pursuant to any shareholder, employee or director equity plan or stock option plan or any
other management or employee benefit plan or agreement, or any equity subscription, co-invest agreement or shareholder agreement;


 






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(i)           the
payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of or for the benefit of any future,
present or former directors, officers, member of management, independent contractors, employees, advisors, service providers and consultants
(or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower and its Restricted Subsidiaries
(or any direct or indirect parent of the Parent Borrower), in each case, in the ordinary course of business to the extent attributable
to the ownership or operation of the Parent Borrower and its Restricted Subsidiaries;


 


(j)           transactions
pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto
or replacement thereof to the extent such an amendment or replacement is not adverse to the Lenders in any material respect as compared
to the applicable agreement, instrument or arrangement in effect on the Closing Date;


 


(k)          [reserved];


 


(l)           payments
by the Parent Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with the Parent Borrower to the extent
attributable to the ownership or operation of the Parent Borrower and its Subsidiaries, but only to the extent permitted by Section 7.06;


 


(m)         the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower to any Permitted Holder or
to any former, current or future director, manager, officer, employee, independent contractor, advisor, service provider or consultant
(or any Immediate Family Members or Affiliates of any of the foregoing) of the Parent Borrower, any of its Subsidiaries or any
direct or indirect parent thereof;


 


(n)          transactions
with customers, clients, joint venture partners, independent contractors, suppliers or purchasers or sellers of goods or services, in
each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Parent
Borrower or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Administrative
Borrower, or are on terms at least as favorable (as determined by the Administrative Borrower) as might reasonably have been obtained
at such time from an unaffiliated party;


 


(o)          transactions
pursuant to that certain Letter Agreement re: Administrative Services, dated as of March 11, 2019, between HC Group Holdings I, LLC
and Option Care Enterprises, Inc., or any amendment thereto or replacement thereof to the extent such an amendment or replacement
is not adverse to the Lenders in any material respect as compared to the letter agreement in effect on the Closing Date;


 


(p)          the
payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders of the
Parent Borrower or any direct or indirect parent thereof pursuant to the stockholders agreement or the registration rights agreement entered
into on or after the Closing Date in connection therewith or similar equity holder’s agreements or limited liability company agreements;


 


(q)          transactions
in which the Parent Borrower or any of the Restricted Subsidiaries, as the case may be, deliver to the Administrative Agent a letter
from an Independent Financial Advisor stating that such transaction is fair to the Parent Borrower or such Restricted Subsidiary from
a financial point of view or meets the requirements of clause (b) of this Section 7.08;


 


(r)           the
licensing of trademarks, copyrights or other IP Rights in the ordinary course of business and the non-exclusive licensing (or sublicensing)
of trademarks, copyrights, or other IP Rights;


 


(s)          the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its Subsidiaries
or any direct or indirect parent thereof or any contribution to the capital of the Parent Borrower or any of its Restricted Subsidiaries
to the extent otherwise permitted by this Agreement and to the extent such issuance or transfer would not give rise to a Change of Control;


 






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(t)           (i) investments
by the Permitted Holders in securities of the Parent Borrower or any of the Restricted Subsidiaries (and payment of reasonable
out-of-pocket expenses incurred by the Permitted Holders in connection therewith) so long as (A) the investment is being offered
generally to other non-affiliated investors on the same or more favorable terms and (B) the investment constitutes less than 10%
of the proposed or outstanding issue amount of such class of securities, and (ii) payments to the Permitted Holders in respect of
securities or loans of the Parent Borrower or any of its Restricted Subsidiaries contemplated in the foregoing subclause (i) or that
were acquired from Persons other than the Parent Borrower and its Restricted Subsidiaries, in each case, in accordance with the terms
of such securities or loans


 


(u)          subleases
of leased real property by and between the Parent Borrower or any Restricted Subsidiary and Walgreens Co. and any of its Subsidiaries;


 


(v)          transactions
among the Parent Borrower and the Restricted Subsidiaries, undertaken in good faith (as certified by a responsible financial or
accounting officer of the Administrative Borrower in an officer’s certificate) for the purposes of improving the consolidated tax
efficiency of the Parent Borrower and its Subsidiaries and not for the purpose of circumventing any provision of this Agreement so long
as (x) no Event of Default has occurred and is continuing or would result from such transactions and (y) the Administrative
Borrower provides to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that the granting, perfection,
validity and priority of the security interest of the Secured Parties in the Collateral (prior to giving effect to the transactions),
taken as a whole, is not impaired in any material respect by such transactions and all actions required to maintain said perfected status
have been or will promptly be taken;


 


(w)         payments
to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments
by the Parent Borrower and the Restricted Subsidiaries in such joint venture) in the ordinary course of business or consistent
with past practice or industry practice (including, without limitation, any cash management activities related thereto) to the extent
otherwise constituting a Permitted Investment or Restricted Payment permitted under Section 7.06;


 


(x)           any
Disposition of Securitization Assets or related assets, Investments permitted pursuant to clause (14) of the definition of “Permitted
Investments”, Standard Securitization Undertakings and Limited Originator Recourse, in each case in connection with any Qualified
Securitization Financing or any related transaction effected in order to consummate a financing contemplated by a Qualified Securitization
Financing;


 


(y)           transactions
between the Parent Borrower or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the
Parent Borrower or any direct or indirect parent of the Parent Borrower; provided, however, that such director abstains
from voting as a director of the Parent Borrower or such direct or indirect parent, as the case may be, on any matter involving such other
Person;


 


(z)           payments
or loans (or cancellations of loan repayment obligations) to future, present and former independent contractors, employees, advisors,
service providers or consultants of the Parent Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary
that are approved by the Board of Directors of senior management of the Parent Borrower in good faith and that are otherwise permitted
by this Agreement; and


 


(aa)         Affiliate
repurchases of the Loans or Commitments to the extent permitted by Section 10.07 and Affiliate repurchases of Secured Obligations,
Second Lien Obligations and obligations in respect of any Junior Financing, in each case, the holding of such loans or commitments and
the payments and other transactions contemplated herein in respect thereof.


 


Section 7.09          Burdensome
Agreements.


 


Enter into or permit to exist
any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of:


 


(a)           any
Non-Loan Party to make Restricted Payments to any Loan Party, or


 






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(b)           any
Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect
to the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual
Obligations which:


 


(i)            (x) exist
on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed in Schedule 7.09 and (y) to
the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in
any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such
modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation;


 


(ii)           are
binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual
Obligations were not entered into in anticipation of such Person becoming a Restricted Subsidiary;


 


(iii)          comprise
restrictions pursuant to Indebtedness of a Non-Loan Party which is permitted by Section 7.03 and which does not apply to any Loan
Party;


 


(iv)          are
customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(k), (l), (p), (q), (r)(i), (r)(ii),
(s) and (ee) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and
relate solely to the assets or Person subject to such Disposition;


 


(v)           are
customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted Investments
or otherwise permitted under Section 7.06 and applicable solely to such joint venture;


 


(vi)          are
negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the
extent any negative pledge relates to the property financed by such Indebtedness and the proceeds and products thereof;


 


(vii)         are
customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions
relate to the property interest, rights or the assets subject thereto;


 


(viii)        comprise
restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(a), (e) (other than
Disqualified Equity Interests or Preferred Stock), (g) (other than Disqualified Equity Interests or Preferred Stock) and (n) to
the extent that such restrictions apply only to the property or assets securing such Indebtedness;


 


(ix)           are
customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent Borrower or
any of its Restricted Subsidiaries;


 


(x)            are
customary provisions restricting assignment of any agreement; provided  that if such agreement is not entered into in the
ordinary course of business, the granting, perfection, validity and priority of the security interests of the Secured Parties is not impaired
in any material respect by such restriction;


 


(xi)           are
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;


 


(xii)          arise
in connection with cash or other deposits permitted under Section 7.01 or the definition of Permitted Investments, and limited to
such cash or deposits;


 






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(xiii)         comprise
restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03
that are, taken as a whole, in the good faith judgment of the Administrative Borrower, no more restrictive with respect to the
Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are no more
restrictive than the restrictions contained in this Agreement), so long as the Administrative Borrower shall have determined in good faith
that such restrictions will not affect its obligation or ability to make any payments required hereunder;


 


(xiv)         comprise
restrictions imposed by Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing limited to Securitization
Assets, in each case to the extent permitted hereunder;


 


(xv)          are
restrictions contained in (x) the ABL Financing Documents and documents otherwise governing Indebtedness permitted pursuant to Section 7.03(k) or
(y) any First Lien Financing Document;


 


(xvi)         are
restrictions regarding licensing or sublicensing by Parent Borrower and its Restricted Subsidiaries of intellectual property in the ordinary
course of business; and


 


(xvii)        are
restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.


 


Section 7.10           [Reserved].


 


Section 7.11           [Reserved].


 


Section 7.12           [Reserved].


 


Section 7.13           Modifications
of Terms of Junior Financing.


 


Amend,
modify or change in any manner materially adverse to the interests of the Lenders, as determined in good faith by the Borrower, any term
or condition of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount
in excess of the Threshold Amount in violation of any applicable Intercreditor Agreement or subordination agreement without the consent
of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned).


 


Article VIII.

EVENTS OF DEFAULT AND REMEDIES


 


Section 8.01           Events
of Default.


 


Any of the following events
referred to in clauses (a) through (l) from and after the Closing Date shall constitute an event of default (an “Event
of Default”):


 


(a)           Non-Payment.
Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within five
(5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any
other Loan Document; or


 


(b)           Specific
Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Sections 6.03(a),
6.05(a) (solely with respect to the Parent Borrower) or Article VII; provided that, with respect to any such Event of
Default resulting from a failure to promptly provide notice of an Event of Default to the Administrative Agent pursuant to Section 6.03(a),
subject to the last proviso of this Section 8.01, the subsequent provision of such notice by the Parent Borrower or any Restricted
Subsidiary to the Administrative Agent shall cure the Event of Default resulting from such failure to timely deliver such notice; or


 






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(c)           Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or
(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days
after receipt by the Borrowers of written notice thereof from the Administrative Agent; or


 


(d)           Representations
and Warranties. Any representation, warranty or certification made or deemed made by any Loan Party herein, in any other Loan
Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect in any material respect when
made or deemed made, and, other than with respect to any incorrect Specified Representation (which shall not be subject to cure or a grace
period), such incorrect representation or warranty (if curable as determined by the Borrowers in good faith) shall remain incorrect for
a period of 30 days after notice thereof from the Administrative Agent to the Borrowers; or


 


(e)           Cross-Default.
Except with respect to the ABL Revolving Loans and other ABL Obligations, which shall be subject solely to clause (g) below, any
Borrower or any Restricted Subsidiary (A) fails to make any principal or interest payment beyond the applicable grace period, if
any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than
Indebtedness hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, or (B) fails to observe
or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other than, with respect to
Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms of such Swap Contracts and not
as a result of any other default thereunder by the Borrowers or any of its Restricted Subsidiaries), the effect of which default or other
event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if required and beyond the applicable grace period, if any, such
Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem all of such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall
not apply to (i) 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, (ii) any Indebtedness if (x) the sole remedy of
the holder thereof in the event of the non-payment of such Indebtedness or the non-payment or non-performance of obligations related thereto
or (y) the sole option is to elect, in each case, to convert such Indebtedness into Qualified Equity Interests and cash in lieu of
fractional shares and (iii) in the case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests,
such Indebtedness from and after the date, if any, on which such conversion has been effected; provided, further, that any
such failure described under clause (A) or (B) is unremedied and is not waived by the holders of such Indebtedness
prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or


 


(f)           Insolvency
Proceedings, Etc. Other than with respect to dissolutions or liquidations permitted hereunder, the Parent Borrower, any Restricted
Subsidiary that is a Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes
an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property;
or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer
is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) consecutive
days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or substantially all of its property is instituted
without the consent of such Person and continues undismissed or unstayed for sixty (60) consecutive days, or an order for relief is entered
in any such proceeding; or


 


(g)           ABL
Revolving Loans and other ABL Obligations. With respect to the ABL Revolving Loans and other ABL Obligations, (i) (x) an
Event of Default under and as defined in the ABL Credit Agreement has occurred and is continuing under clauses (a) or (f) of
Section 8.01 of the ABL Credit Agreement or (y) an Event of Default (other than the type described in the foregoing clause (i)(x) or
following clause (ii)) under and as defined in the ABL Credit Agreement has occurred and remains unremedied or unwaived for 60 consecutive
days after the occurrence thereof or with respect to which any ABL Secured Party is exercising remedies (including acceleration of obligations
or termination of commitments) or (ii) an Event of Default under and as defined in the ABL Credit Agreement due to a breach of the
ABL Financial Covenant has occurred and is continuing, but only from and after the earlier of (x) the exercise of any remedies by
any ABL Secured Party or (y) acceleration of the obligations or termination of the commitments under the ABL Credit Agreement;


 






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(h)           Judgments.
There is entered against any Borrower or any Restricted Subsidiary that is a Material Subsidiary a final judgment or order for
the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not paid or covered by independent third-party
insurance or indemnity as to which the insurer or indemnitor has been notified of such judgment or order and has not denied coverage thereof)
and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty
(60) consecutive days; or


 


(i)           Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05)
or as a result of acts or omissions by the Administrative Agent or any Lender which does not arise from a breach by a Loan Party of its
obligations under the Loan Documents or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any
Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or the validity or priority of a Lien
as required by the Collateral Documents on a material portion of the Collateral; or any Loan Party denies in writing that it has any or
further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination
of the Aggregate Commitments), or purports in writing to revoke or rescind any Loan Document; provided that none of the foregoing
shall apply to any Guarantor which is not a Material Subsidiary; or


 


(j)            Change
of Control. There occurs any Change of Control; or


 


(k)           Collateral
Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11 or 6.13 shall for any reason (other
than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement) cease to create
a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in any material portion of
the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (x) except to the extent that
any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results from the failure of the
Administrative Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral
Documents (or other pledged collateral actually delivered to it under the Collateral Documents) or to file Uniform Commercial Code continuation
statements and (y) except as to Collateral consisting of Real Property to the extent that such losses are covered by a lender’s
title insurance policy and such insurer has not denied coverage; or


 


(l)            ERISA.
(i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party or an ERISA Affiliate
in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under any Multiemployer Plan which has resulted or could reasonably be expected to result in
liability of a Loan Party or an ERISA Affiliate in an aggregate amount which would reasonably be expected to result in a Material Adverse
Effect;


 


provided,
that any Event of Default under the Loan Documents, other than any Event of Default
which cannot be waived without the written consent of each Lender directly and adversely affected thereby, shall be deemed not to be “continuing”
(and shall be deemed to be “cured”) if the events, acts or conditions that gave rise to such event of default have been have
remedied or cured (including by payment, notice, taking any action or omitting to take any action) or have ceased to exist and the Borrowers
are otherwise in compliance with the Loan Documents; provided, that the foregoing shall not be applicable with respect to any default
or Event of Default if the Borrowers knowingly and willfully fails to give timely notice to the Administrative Agent and the Lenders of
such default or Event of Default required to be given under the Loan Documents.


 






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Section 8.02         Remedies
Upon Event of Default.


 


If any Event of Default occurs
and is continuing, the Administrative Agent may, with the consent of, and shall, at the request of, the Required Lenders, take any or
all of the following actions:


 


(i)           declare
the Commitment of each Lender to make Loans to be terminated, whereupon such Commitments and obligation shall be terminated;


 


(ii)          declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrowers;


 


(iii)         [reserved];
and


 


(iv)         exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents, any document evidencing
Indebtedness in respect of which the Facilities have been designated as “designated senior debt” (or any comparable term)
or applicable Law;


 


provided
that upon the occurrence of an Event of Default as a result of an actual or deemed entry of an order for relief with respect to the Borrowers
under any Debtor Relief Laws, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without
further act of the Administrative Agent or any Lender.


 


Section 8.03          Application
of Funds.


 


Except as may be otherwise
provided in any applicable Incremental Amendment with respect to Obligations under the applicable Incremental Loans in accordance with
the provisions of Section 2.14 or in any applicable Refinancing Amendment with respect to Obligations under the applicable Refinancing
Loans in accordance with the provisions of Section 2.15 (in each case, which shall not be more favorable to the holders of such Loans
than the allocation described below), after the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically
become immediately due and payable as set forth in the proviso to Section 8.02), any amounts received on account of the Secured Obligations
shall be applied by the Administrative Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable
Law):


 


First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal
and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III payable to the
Administrative Agent in its capacity as such);


 


Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest)
payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably
among them in proportion to the amounts described in this clause Second payable to them;


 


Third,
to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans, and any fees, premiums and
scheduled periodic payments due under Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts
described in this clause Third payable to them;


 


Fourth,
to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and any breakage, termination or other
payments under Secured Hedge Agreements, ratably among the Secured Parties in proportion to the respective amounts described in this clause
Fourth held by them;


 






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Fifth,
to the payment of all other Secured Obligations that are due and payable to the Administrative Agent and the other Secured Parties on
such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the
other Secured Parties on such date; and


 


Last,
the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrowers or as otherwise required by Law.


 


Notwithstanding the foregoing,
no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.


 


Article IX.

ADMINISTRATIVE AGENT AND OTHER AGENTS


 


Section 9.01          Appointment
and Authority.


 


(a)           Each
of the Lenders hereby irrevocably appoints Bank of America, N.A to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated
to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.
The provisions of this Article IX (other than this Section 9.01, Section 9.06 (solely with respect to the removal and consent
rights of the Borrowers set forth therein), Section 9.09, Section 9.10 and Section 9.11) are solely for the benefit of
the Administrative Agent the Lenders, and no Loan Party shall have rights as a third party beneficiary of any of such provisions. It is
understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with
reference to the Administrative 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 is used as a matter of market custom, and is intended to create or reflect only
an administrative relationship between contracting parties.


 


(b)           The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including
in its capacities as a potential Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of
such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure
any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative
Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant
to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral
Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the
benefits of all provisions of this Article IX and Article X (including the second paragraph of Section 10.05), as though
such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as if set forth in full
herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative
Agent to (i) execute any and all documents (including releases) with respect to the Collateral (including any Intercreditor Agreement
and any amendment, supplement, modification or joinder with respect thereto) and the rights of the Secured Parties with respect thereto,
as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that
any such action by any Agent shall bind the Lenders and (ii) negotiate, enforce or settle any claim, action or proceeding affecting
the Lenders in their capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be
binding upon each Lender.


 


Section 9.02          Rights
as a Lender.


 


The Person serving as the
Administrative 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 the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative 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 Borrowers or any Subsidiary or other Affiliate thereof as
if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.


 






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Section 9.03           Exculpatory
Provisions.


 


The Administrative Agent shall
not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality
of the foregoing, the Administrative Agent:


 


(a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)           shall
not 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 the Administrative 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 the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel,
may (i) expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law or (ii) be in
violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of
a Defaulting Lender in violation of any Debtor Relief Law;


 


(c)           shall
not, 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 Borrowers or any of their Affiliates that is communicated to or obtained by the Person
serving as the Administrative Agent or any of its Affiliates in any capacity;


 


(d)           shall
not be liable for any action taken or not taken by it (i) 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 the Administrative Agent shall believe in good faith shall be necessary,
under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction in a final and non-appealable judgment. The Administrative Agent shall be deemed not
to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrowers
or a Lender; and


 


(e)           shall
not 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 the creation, perfection
or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral,
or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.


 


It is understood and agreed
by each Secured Party that the Administrative Agent shall have no liability for any determinations made by it under Section 8.03,
in each case except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent (as determined
by a court of competent jurisdiction in a final and non-appealable decision). Each Secured Party also agrees that the Administrative Agent
may (but shall not be required to), at any time and in its sole discretion, and with no liability resulting therefrom, petition a court
of competent jurisdiction regarding any application of Collateral in accordance with the requirements hereof, and the Administrative Agent
shall be entitled to wait for, and may conclusively rely on, any such determination.


 






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Section 9.04           Reliance
by Administrative Agent.


 


The Administrative 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. The Administrative 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, 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. The Administrative Agent may consult with legal counsel, independent accountants and
other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


 


Section 9.05           Delegation
of Duties.


 


The Administrative Agent may
perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one
or more sub-agents appointed by the Administrative Agent. The Administrative 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 IX
shall apply to any such sub-agent and to the Related Parties of the Administrative 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 Administrative
Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that
a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence
or willful misconduct in the selection of such sub-agents.


 


Section 9.06           Resignation
of Administrative Agent.


 


The Administrative Agent may
at any time give notice of its resignation to the Lenders and the Borrowers upon thirty (30) days’ written notice to the Borrowers
and the Lenders. If the Administrative Agent or a Controlling Affiliate of the Administrative Agent is subject to an Agent-Related Distress
Event, the Parent Borrower may remove the Administrative Agent from such role upon ten (10) days’ written notice to the Lenders.
Upon receipt of any such notice of resignation or removal by the Parent Borrower, the Required Lenders shall have the right, with the
consent of the Administrative Borrower at all times other than upon the occurrence and during the continuation of an Event of Default
under Sections 8.01(a) or, solely with respect to the Parent Borrower, 8.01(f), to appoint a successor, which shall be a bank with
an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent
gives notice of its resignation or removal, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative
Agent meeting the qualifications set forth above (including consent of the Administrative Borrower); provided that if the Administrative
Agent shall notify the Administrative Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation
or removal shall nonetheless become effective in accordance with such notice. The resigning or removed Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held
by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the resigning or removed Administrative Agent shall
continue to hold such collateral security (including any collateral security subsequently delivered to the Administrative Agent) until
such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be
made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders
appoint a successor Administrative Agent as provided for above in this Section 9.06. Upon the acceptance of a successor’s appointment
as Administrative Agent hereunder and delivery of collateral security in the possession of the resigning or removed Administrative Agent
to such successor Administrative Agent (to the extent that possession thereof perfect a Lien thereon under the UCC of any jurisdiction),
such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the resigning (or resigned)
or removed Administrative Agent, and the resigning or removed Administrative Agent shall be discharged from all of its duties and obligations
hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees
payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers and such successor. After the resigning Administrative Agent’s resignation or the removed Administrative Agent’s
removal hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05 shall continue
in effect for the benefit of such resigning or removed Administrative Agent, its sub-agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the resigning or removed Administrative Agent was acting as Administrative
Agent.


 






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Section 9.07           Non-Reliance
on Administrative Agent and Other Lenders.


 


Each Lender acknowledges that
it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any
of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.


 


Section 9.08           No
Other Duties, Etc.


 


Anything herein to the contrary
notwithstanding, none of the Administrative Agent, Bookrunner, Arranger, Syndication Agent or Documentation Agent listed on the cover
page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in
its capacity, as applicable, as the Administrative Agent or a Lender hereunder.


 


Section 9.09           Administrative
Agent May File Proofs of Claim; Credit Bidding..


 


In case of the pendency of
any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective
of whether the Administrative Agent shall have made any demand on the Parent Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise


 


(a)           to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations
that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders
and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders
and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent
under Sections 2.09, 10.04 and 10.05) allowed in such judicial proceeding; and


 


(b)           to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments
to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders, to
pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 10.04 and 10.05.


 


Nothing contained herein shall
be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to
vote in respect of the claim of any Lender or in any such proceeding.


 






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The
Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or
any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code
of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any
other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of
debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance
with any applicable Laws. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled
to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent
interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the
liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or
in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection
with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to
adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent
with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed,
directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect
to the limitations on actions by the Required Lenders contained in clauses (a) through (j) of Section 11.01 of this Agreement,
(iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by
the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or
debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the
need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned
to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because
the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise),
such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by
any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled,
without the need for any Secured Party or any acquisition vehicle to take any further action.


 


Section 9.10           Collateral
and Guaranty Matters.


 


Each
Lender hereby agrees, and each holder of any Note by its acceptance thereof will be deemed to agree, that, except as otherwise set forth
herein, any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and
the exercise by 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 Administrative 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 prior to the occurrence and continuance
of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be necessary to create, perfect
and maintain perfected security interests in and liens upon the Collateral granted pursuant to the Collateral Documents. Without limiting
the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential Hedge Bank) irrevocably authorize
the Administrative Agent, at its option, and in its sole discretion (other than releases described in clauses (b) and
(d) below which shall not be optional or discretionary):


 


(a)           to
enter into and sign for and on behalf of the Lenders, as Secured Parties, the Collateral Documents (including any subordination
or intercreditor agreements with respect to Indebtedness and Liens permitted under this Agreement to the extent the Administrative Agent
is otherwise contemplated herein as being a party to such intercreditor or subordination agreement) for the benefit of the Lenders and
the other Secured Parties;


 


(b)           to
automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination
of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) at
the time the property subject to such Lien is Disposed or to be Disposed (to a Person that is not a Loan Party) as part of or in connection
with any Disposition permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of
such Lien is approved, authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned
by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (d) below or Section 11.09
or (v) if the property subject to such Lien constitutes Excluded Assets;


 






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(c)           to
release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder
of any Lien on such property that is permitted by Section 7.01(u) to the extent required by the holder of, or pursuant to the
terms of any agreement governing, the obligations secured by such Liens; and


 


(d)           to
release any Guarantor from its obligations under this Agreement (including the Guaranty) if such Guarantor becomes a Released Guarantor
in accordance with Section 11.09.


 


Upon request by the Administrative
Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its
interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this
Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes
the Administrative Agent to), at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such
Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted
under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor from its obligations
under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.


 


The
Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding
the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien
thereon, or any certificate prepared by the Borrowers or any of its Restricted Subsidiaries in connection therewith, nor shall
the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


Section 9.11           Secured
Hedge Agreements.


 


Except as otherwise expressly
set forth herein or in any Guaranty or any Collateral Document, no Hedge Bank that obtains the benefits of Section 8.03, any Guaranty
or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any
action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral
(including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly
provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent
shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations
arising under Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Obligations, together
with such supporting documentation as the Administrative Agent may request, from the applicable Hedge Bank.


 


The Lenders and the Hedge
Banks hereby authorize the Administrative Agent to enter into any Intercreditor Agreement or other intercreditor agreement or arrangement
(including any subordination agreement or arrangement) permitted under this Agreement, and any amendment, modification, supplement or
joinder with respect thereto, and the Lenders and the Hedge Banks acknowledge that any such intercreditor agreement is binding upon the
Lenders and Hedge Banks.


 


Section 9.12           Withholding
Tax Indemnity.


 


To
the extent required by any applicable Laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent
to any applicable withholding Tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction
asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for
any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender
failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax
ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative Agent (to
the extent that the Administrative Agent has not already been reimbursed by the Loan Parties pursuant to Section 3.01 and without
limiting or expanding the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly, by the Administrative
Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether
or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. 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 under this Agreement or
any other Loan Document against any amount due the Administrative Agent under this Section 9.12. The agreements in this Section 9.12
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 Obligations.


 






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Section 9.13         Indemnification
by the Lenders.


 


The Lenders agree to indemnify
each Agent (or any Affiliate thereof) (to the extent not reimbursed by the Borrowers or any other Loan Party and without limiting the
obligation of the Borrowers to do so), ratably according to their respective Pro Rata Shares in effect on the date on which indemnification
is sought under this Section 9.13 from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the
Term Loans) be imposed on, incurred by or asserted against any Agent (or any Affiliate thereof) in any way relating to or arising out
of this Agreement, any of the other Loan Documents or the transactions contemplated hereby or thereby or any action taken or omitted by
any Agent (or any Affiliate thereof) under or in connection with any of the foregoing; IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN
WHOLE OR IN PART, OUT OF COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE, provided that no Lender shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
to the extent arising from (a) such Agent’s gross negligence or willful misconduct or (b) claims made or legal proceedings
commenced against such Agent by any security holder or creditor thereof arising out of and based upon rights afforded any such security
holder or creditor solely in its capacity as such. The agreements in this Section 9.13 shall survive the payment of the Loans and
all other amounts payable hereunder.


 


Section 9.14         Certain
ERISA Matters.


 


(a)           Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, that at least one of the following
is and will be true:


 


(i) such Lender is not using “plan
assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans
in connection with the Loans or the Commitments,


 


(ii) the transaction exemption set
forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional
asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class
exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers),
is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Commitments and this Agreement,


 


(iii) (A) such Lender is an
investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such
Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and
perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance
of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of
PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14
are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Commitments and this Agreement, or


 






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(iv) such other representation, warranty
and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.


 


(b)           In
addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has
not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and/or the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of the Borrowers or any other Loan Party, that:


 


(i) none of the Administrative Agent
and/or the Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related
hereto or thereto),


 


(ii) the Person making the investment
decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans,
the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank, an insurance carrier,
an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million,
in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii) the Person making the investment
decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans,
the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular
transactions and investment strategies (including in respect of the Obligations),


 


(iv) the Person making the investment
decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans,
the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Commitments and this
Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and


 


(v) no fee or other compensation
is being paid directly to the Administrative Agent and/or the Arranger or any of their respective Affiliates for investment advice (as
opposed to other services) in connection with the Loans, the Commitments or this Agreement.


 


(c)           The
Administrative Agent and/or the Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment
advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a
financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or
other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans
or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may
receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring
fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or
fees similar to the foregoing.


 


Section 9.15         Erroneous
Payments.


 


Without limitation of any
other provision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender (the “Credit
Party”), whether or not in respect of an Obligation due and owing by the Borrower at such time, where such payment is a Rescindable
Amount, then in any such event, each Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent
forthwith on demand the Rescindable Amount received by such Credit Party in immediately available funds in the currency so received, with
interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge
for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of
a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each
Credit Party promptly upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.


 






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Article X.

MISCELLANEOUS


 


Section 10.01       Amendments,
Etc.


 


Except
as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (other than
with respect to any amendment or waiver contemplated in clauses (a) through (j) which shall only require the consent of the
Lenders expressly set forth therein and not Required Lenders (unless specified therein)) (or by the Administrative Agent with the consent
of the Required Lenders) and the Borrowers, the applicable Loan Party, as the case may be, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver
or consent shall:


 


(a)          extend
or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of (or amendment
to the terms of) any condition precedent set forth in Section 4.02, the waiver of any obligation of the Borrowers to pay interest
at the Default Rate or the waiver of any Default, Event of Default, mandatory prepayment of the Loans or mandatory reduction of any Commitments
shall not constitute such an extension or increase of any Commitment of any Lender);


 


(b)         except
as otherwise expressly provided for hereunder, including without limitation pursuant to a Refinancing Amendment or an Extension Amendment,
postpone any date scheduled for any payment of principal (including at final maturity), interest or fees under Section 2.07, 2.08
(other than pursuant to Section 2.08(b)) or 2.09, without the written consent of each Lender directly and adversely affected thereby,
it being understood that the waiver of (or amendment to the terms of) any obligation of the Borrowers to pay interest at the Default Rate,
any Default or Event of Default, any condition precedent, mandatory prepayment of the Loans or mandatory reduction of Commitments shall
not constitute such a postponement of any date scheduled for the payment of principal or interest and it further being understood that
any change to the definition of “First Lien Net Leverage Ratio,” or any other ratio used as a basis to calculate the amount
of any principal or interest payment or in the component definitions thereof shall not constitute a postponement of such scheduled payment;


 


(c)          reduce
or forgive the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the second proviso
to this Section 10.01) any fees payable hereunder or under any other Loan Document (or extend the timing of payments of such fees)
without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definition
of “First Lien Net Leverage Ratio” or any other ratio used as a basis to calculate the amount of any principal or interest
payment or fee or other amount or in the component definitions thereof shall not constitute a reduction in any rate of interest; provided
that, for the avoidance of doubt, only the consent of the Required Lenders shall be necessary to amend the definition of “Default
Rate” or waive any obligation of the Borrowers to pay interest at the Default Rate;


 


(d)         change
any provision of this Section 10.01 or the definition of “Required Lenders,” “Required Class Lenders,”
or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan
Documents to reduce the percentage set forth therein, without the written consent of each Lender directly and adversely affected thereby
(it being understood that with the consent of the Required Lenders (if such consent is otherwise required) or the Administrative Agent
(if the consent of the Required Lenders is not otherwise required), additional extensions of credit pursuant to this Agreement may be
included in the determination of the Required Lenders on substantially the same basis as the Term Commitments);


 






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(e)          other
than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the
Collateral in any transaction or series of related transactions, without the written consent of each Lender;


 


(f)          other
than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the
aggregate value of the Guarantees, without the written consent of each Lender;


 


(g)         contractually
subordinate the Liens on all or substantially all of the Collateral securing the First Lien Obligations to any other indebtedness (except
in the case of (x) any indebtedness that is permitted by this Agreement as in effect on the Closing Date to rank senior to the First
Lien Obligations, (y) any “debtor in-possession” facility (or similar facility under applicable law) or (z) any
other indebtedness (including to the extent exchanged for, or utilized to refinance, Term B Loans) so long as each affected Lender was
offered the opportunity to participate in such indebtedness on a ratable basis), without the written consent of each Lender;


 


(h)          amend,
waive or otherwise modify any term or provision (including the availability and conditions to funding under Section 2.14 with respect
to Incremental Term Commitments and Incremental Revolving Credit Commitments which directly affects Lenders of one or more Incremental
Term Commitments and Incremental Revolving Credit Commitments (solely to the extent prior to (x) the funding of any such Incremental
Term Commitments or (y) the effectiveness of any Incremental Revolving Credit Commitments) and does not directly affect Lenders under
any other Class, in each case, without the written consent of the Required Class Lenders under such applicable Incremental Term Commitments
or Incremental Revolving Credit Commitments (and in the case of multiple Classes which are affected, such Required Class Lenders
shall consent together as one Class); provided, however, that the waivers described in this clause (h) shall not require
the consent of any Lenders other than (x) the Required Class Lenders under such applicable Incremental Term Commitments or Incremental
Revolving Credit Commitments and (y) in the case of any waiver that otherwise would be subject to clause (a), (b), (c), (d), (e) or
(f) above or clause (j) below, each Lender, each directly affected Lender or each directly and adversely affected Lender (as
specified in clause (a), (b), (c), (d), (e) or (f) above or clause (j) below) under the applicable Class or Classes
of Incremental Term Loans (including Loans extended under such Commitments);


 


(i)           [reserved];
or


 


(j)           amend,
waive or otherwise modify the definition of “Pro Rata Share” or any provision requiring pro rata sharing amongst Lenders without
the consent of each Lender directly and adversely affected thereby; provided that modifications to Section 8.03 or the definition
of “Pro Rata Share” to the extent necessary in connection with (w) any buy back of Term Loans by the Parent Borrower
pursuant to Section 2.05(a)(v) or Section 10.07(l), (x) any Refinancing Amendment or amendment in respect of Replacement
Term Loans, (y) any Incremental Amendment or (z) any Extension Amendment, in each case, shall only require approval (to the
extent any such approval is otherwise required) of the Required Lenders;


 


provided,
further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition
to the Lenders required above, directly and adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative
Agent under this Agreement or any other Loan Document, (ii) Section 10.07(h) may not be amended, waived or otherwise modified
without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver
or other modification and (iii) (x) no Lender consent is required to effect an Incremental Amendment, Refinancing Amendment
or Extension Amendment (except as expressly provided in Sections 2.14, 2.15 or 2.16 or in the following clause
(y) or (z), as applicable) or to effect any amendment expressly contemplated by Section 6.19, (y) in connection
with an amendment that addresses solely a re-pricing transaction in which any Class of Term Loans is refinanced with a replacement
Class of term loans bearing (or is modified in such a manner such that the resulting term loans bear) a lower All-In Yield (which
may include other customary technical amendments related thereto, including providing that such replacement term loans may have a prepayment
premium in connection therewith) (a “Permitted Repricing Amendment”), only the consent of the Lenders holding Term
Loans subject to such permitted repricing transaction that will continue as a Lender in respect of the repriced tranche of Term Loans
or modified Term Loans shall be required for such Permitted Repricing Amendment, and (z) in connection with an Extension Amendment,
only the consent of the Lenders that will continue as a Lender in respect of the Extended Term Loans or Extended Revolving Credit Commitments,
as applicable, subject to such Extension Amendment shall be required for such Extension Amendment.


 






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Notwithstanding anything to
the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and
any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the
consent of the applicable Lenders other than Defaulting Lenders (it being understood that any Commitments or Loans held or deemed held
by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Required Lenders or Required
Class Lenders)), except that (x) the Commitment of any such Defaulting Lender may not be increased or extended, the rate of
interest on any Loans of any Defaulting Lender may not be reduced and the principal amount of any of such Loans may not be forgiven, in
each case without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or
each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting Lender to a greater extent
than other affected Lenders (or, if there are no such affected Lenders (other than such affected Lenders which are Defaulting Lenders),
Lenders of the same Class) shall require the consent of such Defaulting Lender.


 


Notwithstanding
anything to the contrary herein, no Lender consent is required for the Administrative Agent to enter into or to effect any amendment,
modification or supplement to any ABL Intercreditor Agreement, any First Lien Intercreditor Agreement, any Second Lien Intercreditor Agreement,
any subordination agreement or other intercreditor agreement or arrangement permitted under this Agreement or in any document pertaining
to any Indebtedness permitted hereby that is permitted to be secured by the Collateral, including any Incremental Loans, any Incremental
Equivalent Debt, any Permitted Pari Passu Secured Refinancing Debt or any Permitted Junior Secured Refinancing Debt (i) that is for
the purpose of adding the holders of such secured or subordinated Indebtedness permitted to be incurred under this Agreement (or, in each
case, a Senior Representative with respect thereto), as parties thereto, as expressly contemplated by the terms of such ABL Intercreditor
Agreement, First Lien Intercreditor Agreement, such Second Lien Intercreditor Agreement, such subordination agreement or such other intercreditor
agreement or arrangement permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may
make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are
required to effectuate the foregoing and provided that such other changes are not adverse, in any material respect (taken
as a whole), to the interests of the Lenders) or (ii) that is expressly contemplated by any ABL Intercreditor Agreement, any First
Lien Intercreditor Agreement, the Second Lien Intercreditor Agreement, any subordination agreement or other intercreditor agreement or
arrangement permitted under this Agreement or in any document pertaining to any Indebtedness permitted hereby that is permitted to be
secured by the Collateral, including any Incremental Loans, any Incremental Equivalent Debt, any Permitted Pari Passu Secured Refinancing
Debt or any Permitted Junior Secured Refinancing Debt; provided, further, that no such agreement shall directly and adversely
amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without
the prior written consent of the Administrative Agent.


 


Notwithstanding anything to
the contrary herein, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative
Agent and the Borrowers (a) 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 Term Loans and Revolving Credit Loans and the accrued interest and fees in respect thereof
and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.


 






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In
addition, notwithstanding the foregoing, this Agreement may be amended with the written consent of the Administrative Agent, the Borrowers
and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all or a portion of the outstanding
Term Loans of any Class (“Replaced Term Loans”) with one or more tranches of replacement term loans (“Replacement
Term Loans”) hereunder; provided that (a) the aggregate principal amount of such Replacement Term Loans shall not
exceed the aggregate principal amount of such Replaced Term Loans, plus any accrued but unpaid interest on such Replaced Term Loans plus
the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such
Replaced Term Loans and any defeasance costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection
with the issuance of such Replacement Term Loans (but nothing in this clause (a) shall limit the ability of the Borrowers
to incur Incremental Loans of the same Class or of a different Class at the same time if such incurrence is otherwise permitted
hereunder), (b) [reserved], (c) except to the extent incurred under the then available Inside Maturity Basket, the Weighted
Average Life to Maturity of such Replacement Term Loans shall not be shorter than the Weighted Average Life to Maturity of such Replaced
Term Loans at the time of such refinancing and (d) all other terms (other than with respect to pricing, interest rate margins, fees,
discounts, rate floors and prepayment or redemption terms) applicable to such Replacement Term Loans shall either, at the option of the
Borrowers, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Replacement Term Loans (as
determined by the Administrative Borrower in good faith), (ii) if not otherwise consistent with the terms of such Replaced Term Loans,
not be materially more restrictive to the Borrowers (as determined by the Administrative Borrower in good faith), when taken as a whole,
than the terms of such Replaced Term Loans, except to the extent necessary to provide for (x) covenants and other terms applicable
to any period after the Latest Maturity Date of the Loans in effect immediately prior to such refinancing or (y) subject to the immediately
succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary
contained herein, if any such terms of the Replacement Term Loans contain a Previously Absent Financial Maintenance Covenant that is in
effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit
of each Facility or (iii) be reasonably acceptable to the Administrative Agent (it being understood that any covenants or other provisions
applicable to periods after the Latest Maturity Date need not be reasonably satisfactory to the Administrative Agent). Each amendment
to this Agreement providing for Replacement Term Loans may, without the consent of any other Lenders, effect such amendments to this Agreement
and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent and the Borrowers to effect
the provisions of this paragraph, including any amendments necessary in connection with any Replacement Term Loans necessary to provide
that such Replacement Term Loans are fungible for U.S. federal income tax purposes with an existing Class of Term Loans, and for
the avoidance of doubt, this paragraph shall supersede any other provisions in this Section 10.01 to the contrary. If necessary to
consummate any such Replacement Term Loans as fungible for U.S. federal income tax purposes with an existing Class of Term Loans,
the interest rate margins and rate floors on the applicable existing Class of Term Loans may be automatically increased and any call
protection provision may be made more favorable to the applicable existing Lenders.


 


Notwithstanding anything to
the contrary contained in this Section 10.01, the Guaranty, the Collateral Documents and related documents executed by the Loan Parties
or the Restricted Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and
may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Administrative
Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply
with local Law or advice of local counsel, (ii) to cure any ambiguities or defects or (iii) to cause such Guaranty, Collateral
Document or other document to be consistent with this Agreement and the other Loan Documents.


 


Notwithstanding anything to
the contrary contained in Section 10.01, if the Administrative Agent and the Administrative Borrower shall have jointly identified
an ambiguity, mistake, obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of a technical
or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document (including, for the avoidance of doubt,
any exhibit, schedule or other attachment to any Loan Document), then the Administrative Agent (acting in its sole discretion) and the
Administrative Borrower or any other relevant Loan Party shall be permitted to amend such provision and such amendment shall become effective
without any further action or consent of any other party to any Loan Document. Notification of such amendment shall be made by the Administrative
Agent to the Lenders promptly upon such amendment becoming effective.


 






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Section 10.02       Notices
and Other Communications; Facsimile Copies.


 


(a)           Notices;
Effectiveness; Electronic Communications.


 


(i)            Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided
in subsection (C) below), all notices and other communications provided for herein shall be in writing and shall be delivered
by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(A)           if
to the Parent Borrower or the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified
for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall
be designated by such party in a written notice to the other parties; and


 


(B)            if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire
or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a written
notice to the Borrowers and the Administrative Agent.


 


Notices and other communications sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and
other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices
and other communications delivered through electronic communications to the extent provided in subsection (C) below shall be
effective as provided in such subsection (C).


 


(C)            Electronic
Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail, FpML messaging 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 Article II if such Lender has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or a Loan
Party 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, (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) and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the website address therefor; provided that, for both
clauses (i) and (ii), 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.


 


(b)           The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of
its Related Parties (collectively, the “Agent Parties”) have any liability to the Loan Parties, any Lender or any other
Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowers’,
any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other
electronic platform or electronic messaging services, or through the Internet, except to the extent that such losses, claims, damages,
liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from
the gross negligence, material breach of the Loan Documents, bad faith or willful misconduct of such Agent Party; provided, however,
that in no event shall any Agent Party have any liability to the Loan Parties, any Lender or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).


 






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(c)           Change
of Address, Etc. Any Loan Party and the Administrative Agent, may change its address, electronic mail address, facsimile or telephone
number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address,
electronic mail address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrowers and the
Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative
Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which
notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender
agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”
or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance
with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to
make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform
and that may contain Material Non-Public Information.


 


(d)           Reliance
by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Committed Loan Notices) purportedly given by or on behalf of the Borrowers even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative
Agent, each Lender and the Related Parties of each of them (other than any Excluded Affiliate) from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers in accordance with Section 10.05
hereof. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such recording.


 


Section 10.03       No
Waiver; Cumulative Remedies.


 


No failure by any Lender or
the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or
under any other Loan Document 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, and provided under each other Loan Document, are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by Law.


 


Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other
Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection
with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02
for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent)
hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 10.09
(subject to the terms of Section 2.13), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its
own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further,
that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the
Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition
to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may,
with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.


 






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Section 10.04       Attorney
Costs and Expenses.


 


The
Borrowers agree (a) to pay or reimburse the Engagement Parties for such out-of-pocket costs and expenses as shall have been separately
agreed upon in writing and to pay or reimburse the Administrative Agent and the other Agents for all reasonable and documented out-of-pocket
costs and expenses incurred in connection with the preparation, negotiation, syndication, execution, delivery and administration of this
Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated
hereby and thereby, including, in each case, all Attorney Costs, which shall be limited to (i) one primary counsel to the Administrative
Agent and its Affiliates (other than Excluded Affiliates), taken as a whole, or the Administrative Agent (and its Affiliates (other than
Excluded Affiliates), as applicable) and one local counsel, if necessary, in any relevant jurisdiction material to the interests of the
Lenders taken as a whole), in each case excluding allocated costs of in-house counsel and (ii) in the case of other consultants
and advisors, the fees and expenses of such persons approved by the Borrowers and (b) after the Closing Date, to pay or reimburse
the Administrative Agent and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with
the enforcement or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including (i) all respective
Attorney Costs, which shall be limited to Attorney Costs of one primary counsel to the Administrative Agent and the Lenders taken as a
whole, and one local counsel, if necessary, in any relevant jurisdiction material to the interests of the Lenders taken as a whole and,
solely in the case of an actual conflict of interest, one additional counsel in each relevant material jurisdiction to the similarly situated
Persons taken as a whole and (ii) in the case of other consultants or advisors, the fees and expenses of such persons approved by
the Borrowers). The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of
all other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30) days after written demand therefor
(together with backup documentation supporting such reimbursement request); provided that, with respect to the Closing Date, all
amounts due under this Section 10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrowers at least three
(3) Business Days prior to the Closing Date (or such later date as the Borrowers may agree in its sole discretion). If any Loan Party
fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid
on behalf of such Loan Party by the Administrative Agent in its discretion following five Business Days’ prior written notice to
the Parent Borrower. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent costs
and expenses arising from any non-Tax claim.


 






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Section 10.05       Indemnification
by the Borrowers.


 


The
Borrowers shall indemnify and hold harmless each Agent, Lender, each Arranger and their respective Affiliates (other than Excluded Affiliates)
and controlling Persons, and their respective directors, officers, employees, advisors, agents and other representatives of each
of the foregoing and their respective successors and permitted assigns (but excluding any Excluded Affiliates) (collectively the “Indemnitees”)
from and against any and all actual losses, claims, damages, liabilities and expenses (including Attorney Costs but limited in the case
of legal fees and expenses to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all
Indemnitees taken as a whole and, if reasonably necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction
that is material to the interests of the Lenders, and solely in the case of an actual conflict of interest, one additional counsel in
each relevant material jurisdiction to the affected Indemnitees similarly situated), in each case except allocated costs of in-house counsel,
of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating
to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document
or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of
the transactions contemplated thereby, (b) any Commitment or Loan or the use or proposed use of the proceeds therefrom, (c) any
actual or alleged presence or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned,
leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability of or relating to the Loan Parties or any Subsidiary,
or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation,
litigation or proceeding) (a “Proceeding”) and regardless of whether any Indemnitee is a party thereto or whether or
not such Proceeding is brought by the Borrowers or any other person and, in each case, whether or not caused by or arising, in whole or
in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities and expenses resulted from (w) the gross negligence, bad faith, fraud or
willful misconduct of such Indemnitee or of any of its Related Indemnified Persons, as determined by a final non-appealable judgment of
a court of competent jurisdiction, (x) a material breach of any obligations under any Loan Document by such Indemnitee or of any
of its Related Indemnified Persons, as determined by a final non-appealable judgment of a court of competent jurisdiction, (y) any
dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative
agent or arranger or any similar role under any Facility and other than any claims arising out of any act or omission of the Borrowers
or any of their Affiliates or (z) settlements effected without the Borrowers’ prior written consent (which consent shall not
be unreasonably withheld, delayed or conditioned), but if settled with Borrowers’ written consent, or if there is a final judgment
against an Indemnitee, the Borrowers shall indemnify and hold harmless such Indemnitee to the extent and the manner set forth above. In
case any Proceeding is instituted involving any Indemnitee for which indemnification is to be sought hereunder by such Indemnitee, then
such Indemnitee will promptly notify the Parent Borrower of the commencement of any such Proceeding; provided, however,
that the failure so to notify the Parent Borrower will not relieve the Borrowers from any liability to such Indemnitee pursuant to this
Section 10.05. Each applicable Indemnitee (by accepting the benefits hereof) agrees to refund and return any and all amounts
paid by or on behalf of the Borrowers (or any other Loan Party) to such Indemnitee, in each case, pursuant to the terms of this paragraph
to the extent such Indemnitee is not entitled to the payment thereof pursuant to the terms of this paragraph, as determined by a final
non-appealable judgment of a court of competent jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others
of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with
this Agreement (except for direct (as opposed to indirect, special, punitive or consequential) damages resulting from the gross negligence,
bad faith, fraud or willful misconduct of, or material breach of this Agreement or the other Loan Documents, as determined by a court
of competent jurisdiction in a final and non-appealable judgment, of any such Indemnitee), nor shall any Indemnitee, Related Indemnified
Person, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this
Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the
Closing Date) (other than, in the case of any Loan Party, in respect of any such obligations, liabilities, losses, damages, penalties,
demands, actions, judgments, suits, costs, disbursements, claims or expenses incurred or paid or required to be paid by an Indemnitee
to a third party (including another Indemnitee)). In the case of an investigation, litigation or other proceeding to which the indemnity
in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought
by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether
or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the
other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after written
demand therefor (together with backup documentation supporting such reimbursement request). The agreements in this Section 10.05
shall survive the resignation or removal of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance of doubt, this Section 10.05
shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions,
prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.


 


To the extent that the Borrowers
for any reason fails to pay any amount required under this Section 10.05 or Section 10.04 to be paid by it to the Administrative
Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative
Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; 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) in its capacity as such, or against any Related Party of any of the foregoing acting for
the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this paragraph
are subject to the provisions of Section 2.12(d).


 






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Section 10.06       Payments
Set Aside.


 


To the extent that any payment
by or on behalf of the Borrowers is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises
its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in
its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each
Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered
from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (b) of
the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.


 


Section 10.07       Successors
and Assigns.


 


(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 the Parent Borrower may not (except as permitted by Section 7.04) assign or otherwise transfer
any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder (including to existing Lenders and their Affiliates) except
(i) to an Assignee in accordance with the provisions of Section 10.07(b) (such an assignee, an “Eligible Assignee”)
and in the case of any Assignee that is the Parent Borrower or any of their respective Subsidiaries, Section 2.05(a)(v) or 10.07(l),
(ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii) by way of pledge or assignment
of a security interest subject to the restrictions of Section 10.07(g) or (i) or (iv) to an SPC in accordance with
the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void);
provided, however, that notwithstanding the foregoing, no Lender may assign or, other than in the case of clause (iii) below,
transfer by participation any of its rights or obligations hereunder to (i) any Person that is a Defaulting Lender, (ii) a natural
Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), (iii) a
Disqualified Institution (unless otherwise agreed by the Administrative Borrower in its sole discretion and, notwithstanding anything
herein to the contrary, without giving effect to any provision providing for deemed consent by the Administrative Borrower) or (iv) to
the Parent Borrower or any of its Subsidiaries (except pursuant to Section 2.05(a)(v)or Section 10.07(l), as applicable). Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e) and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(b)           (i) 
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans) with
the prior written consent (such consent not to be unreasonably withheld or delayed, except in connection with a proposed assignment to
any Disqualified Institution, which consent by the Administrative Borrower may be withheld in its sole discretion) of:


 


(A)           the
Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for (i) an assignment of
all or a portion of the Term Loans or Term Commitments to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) other than
with respect to any proposed assignment to a Disqualified Institution, if an Event of Default under Section 8.01(a) or, solely
with respect to the Parent Borrower, Section 8.01(f) has occurred and is continuing, to any Assignee or (iii) an assignment
of all or a portion of the Loans pursuant to Section 10.07(l); provided that, other than with respect to any proposed assignment
to a Disqualified Institution, the Administrative Borrower shall be deemed to have consented to any such assignment of the Term Loans
unless it shall have objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having acknowledged
receipt of a written notice thereof; and


 






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(B)            the
Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment (i) of all
or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) of all or a portion of the Loans
pursuant to Section 10.7(l).


 


(ii)           Assignments
shall be subject to the following additional conditions:


 


(C)            except
in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount
of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent) shall not be less than an amount of $1,000,000, and shall be
in increments of an amount of $1,000,000, in excess thereof unless each of the Administrative Borrower and the Administrative Agent otherwise
consent; provided that such assignments shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if
any;


 


(D)            the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption either manually or via
an electronic settlement system acceptable to the Administrative Agent, together with a processing and recordation fee of $3,500 (unless
waived or reduced by the Administrative Agent in its sole discretion);


 


(E)            other
than in the case of assignments pursuant to Section 10.07(l), the Assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire; and


 


(F)            the
Assignee shall execute and deliver to the Administrative Agent and the Administrative Borrower the forms described in Sections 3.01(d) and
3.01(e) applicable to it.


 


This paragraph (b) shall
not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis
among such Facilities.


 


In
connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless
and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments
to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment,
purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of
the Administrative Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded
by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy
in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest
accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans in accordance with its Pro Rata Share.
Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become
effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed
to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


The Administrative Agent shall
not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions
hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not ‎(x) be
obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified
Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans or Commitments,
or disclosure of confidential information, to any ‎Disqualified Institution. The identity of Disqualified Institutions will not be
posted or distributed to any Person by the Administrative Agent or Arranger, but may be communicated by the Administrative Agent to a
Lender upon request therefor.


 


(c)            Subject
to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date
specified in each Assignment and Assumption, (1) other than in connection with an assignment pursuant to Section 10.07(l),
the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement, and (2) the assigning Lender thereunder shall, to
the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in
the case of an Assignment and Assumption 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 and subject to the obligations of Sections
3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment).
Upon request, and the surrender by the assigning Lender of its Note, the Borrowers (at its expense) shall execute and deliver a Note
to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with
this clause (c) 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 Section 10.07(e).


 






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(d)            The
Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Assumption and each notice of cancellation of any Loans delivered by the Borrowers pursuant to Section 10.07(l) and
a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related
interest amounts) 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 Borrowers, the Agents 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 Borrowers, any Agent and any Lender (solely
with respect to the information as it relates to such Lender), at any reasonable time and from time to time upon reasonable prior notice.
This Section 10.07(d) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered
form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations
(or any other relevant or successor provisions of the Code or of such Treasury regulations).


 


(e)            Any
Lender may at any time sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust
for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or a Disqualified Institution) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including
all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance
of such obligations and (iii) the Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other
Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in clauses (a), (b), (c), (e), (f) and (j) of the first proviso to Section 10.01
that requires the affirmative vote of such Lender. Subject to Section 10.07(f), the Borrowers agree that each Participant shall
be entitled to the benefits and subject to the obligations of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender
(subject, for the avoidance of doubt, to the limitations and requirements of those Sections applying to each Participant as if it were
a Lender and provided that any documentation required to be provided under Section 3.01(d) shall be provided solely to the
participating Lender) and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable
Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such
Participant also shall be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting
solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each
Participant and the principal amounts (and related interest amounts) of each Participant’s interest in the Loans or other obligations
under the Loan Documents (the “Participant Register”). The entries in the Participant Register shall be conclusive
absent manifest error, and such 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. The portion of any Participant Register
relating to any Participant or SPC requesting payment from the Borrowers or seeking to exercise its rights under Section 10.09 shall
be available for inspection by the Borrowers or any other Person only 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 and Section 1.163-5(b) of the proposed United States Treasury Regulations. For the avoidance of doubt,
the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 






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(f)            A
Participant shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such Participant, unless (i) such entitlement to a greater
payment results from a Change in Law after the sale of the participation to such Participant takes place or (ii) the sale of the
participation to such Participant is made with the Administrative Borrower’s prior written consent. A Participant shall not be entitled
to the benefits of Section 3.01 unless such Participant complies with Sections 3.01(a), (d), (e), (f) and (h) as though
it were a Lender (it being understood that the documentation required under Section 3.01(d) shall be delivered solely to the
participating Lender and, at the time such participant has made a claim under Section 3.01, as necessary to substantiate a claim
for additional amounts pursuant to Section 3.01).


 


(g)            Any
Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender to a Federal
Reserve Bank or to any central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release
such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 


(h)           Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding
vehicle (other than a Disqualified Institution) identified as such in writing from time to time by the Granting Lender to the Administrative
Agent and the Administrative Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting
Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute
a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any
part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) such SPC and the
applicable Loan or any applicable part thereof, shall be appropriately reflected in the Participant Register. Each party hereto hereby
agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and 3.05 (subject to the requirements and the limitations
of such Sections), but neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change the obligations of the Borrowers under this Agreement except, in the case of Section 3.01, to the extent
that the grant to the SPC was made with the prior written consent of the Administrative Borrower (not to be unreasonably withheld or delayed;
for the avoidance of doubt, the Administrative Borrower shall have a reasonable basis for withholding consent if an exercise by an SPC
immediately after the grant would result in materially increased indemnification obligation to the Borrowers at such time), (ii) no
SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the
Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any
Loan Document, remain the Lender hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender
to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein,
any SPC may (i) with notice to, but without prior consent of the Borrowers and the Administrative Agent and with the payment of a
processing fee of $3,500 (which fee may be waived or reduced by the Administrative Agent in its sole discretion), assign all or any portion
of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public
information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit
or liquidity enhancement to such SPC.


 


(i)            Notwithstanding
anything to the contrary contained herein, without the consent of the Borrowers or the Administrative Agent, (1) any Lender may in
accordance with applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by
it and (2) any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note,
if any, held by it to the trustee (other than a Disqualified Institution) for holders of obligations owed, or securities issued, by such
Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance
with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations
under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents
even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.


 






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(j)            [Reserved].


 


(k)            [Reserved].


 


(l)            Any
Lender may, so long as no Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations
with respect to Term Loans under this Agreement to the Parent Borrower or any Restricted Subsidiary through (x) Dutch auctions or
other offers to purchase open to all Lenders holding Term Loans of such class on a pro rata basis consistent with the procedures set forth
in Section 2.05(a)(v) or (y) notwithstanding Sections 2.12 and 2.13 or any other provision in this Agreement, open market
purchase on a non-pro rata basis; provided, further, that:


 


(i)           upon
such assignment to any Restricted Subsidiary, such Restricted Subsidiary shall be deemed to have assigned or transferred the principal
amount of such Term Loans, plus all accrued and unpaid interest thereon, to the Parent Borrower; provided that any such contribution
shall not increase any availability or amount permitted pursuant to any covenant under Article VII;


 


(ii)          if
the assignee is the Parent Borrower (including through contribution, assignments or transfers set forth in clause (i) above), (a) the
principal amount of such Term Loans, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the
Borrowers shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (b) the
aggregate outstanding principal amount of Term Loans of the remaining Lenders shall reflect such cancellation and extinguishing of the
Term Loans then held by the Parent Borrower and (c) the Parent Borrower shall promptly provide notice to the Administrative Agent
of such contribution, assignment or transfer of such Term Loans, and the Administrative Agent, upon receipt of such notice, shall reflect
the cancellation of the applicable Term Loans in the Register; and


 


(iii)         purchases
of Term Loans pursuant to this Section 10.07(l) shall not be funded with the proceeds of Revolving Credit Loans or ABL Revolving
Loans.


 


Each Lender participating
in any assignment to the Parent Borrower or any of its Restricted Subsidiaries acknowledges and agrees that in connection with such assignment,
(1) the Parent Borrower or any of its Restricted Subsidiaries then may have, and later may come into possession of Excluded Information,
(2) such Lender has independently and, without reliance on, any Borrower or any of their Subsidiaries, the Administrative Agent or
any other Agent-Related Persons, made its own analysis and determination to participate in such assignment notwithstanding such Lender’s
lack of knowledge of the Excluded Information, (3) none of the Administrative Agent or any other Agent-Related Persons 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 Administrative Agent and any other Agent-Related Persons, under applicable laws or otherwise, with respect to the nondisclosure
of the Excluded Information and (4) that the Excluded Information may not be available to the Administrative Agent or the other Lenders.


 


(m)          [Reserved].


 


(n)           [Reserved].


 


(o)           [Reserved].


 


(p)           Notwithstanding
the foregoing, if an entire Class of Loans or Commitments is refinanced or replaced in full with other Loans or Commitments hereunder,
the Parent Borrower shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’
advance notice (which notice may be rescinded if the transactions contemplated by such Refinancing Amendment are not consummated) to each
Lender holding any Class of Loans or Commitments being refinanced or replaced to consummate such refinancing or replacement of such
Class by way of assignment by purchasing each such Lender’s Loans or unfunded Commitments at par, accompanied by payment of
any accrued interest and fees thereon (including, if applicable, amounts payable pursuant to Section 2.05(a)(vi) if in
connection with a Repricing Transaction or Section 3.07(e)) instead of prepaying the Loans or reducing or terminating the
Commitments to be refinanced or replaced. The assigned Loans and Commitments shall be amended immediately thereafter in accordance with
Section 10.01 to reflect the terms of any such refinancing or replacement. The assignee under any such assignment may be (but
shall not be required to be) the Administrative Agent, any arranger of the new Loans or Commitments or any other Person designated by
the Administrative Agent. By receiving the purchase price, the Lenders having the replaced or refinanced Class of Loans or Commitments
shall automatically be deemed to have assigned such Loans or Commitments pursuant to the terms of an Assignment and Assumption, and accordingly
no other action by such Lenders shall be required in connection therewith. The provisions of this paragraph are intended to facilitate
the maintenance of the perfection and priority of existing security interests in the Collateral.


 






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Section 10.08       Confidentiality.


 


Each
of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to
its Affiliates and its and its Affiliates’ limited partners, lenders, investors, managed accounts, officers, directors, employees,
legal counsel, independent auditors, professionals, service providers and other experts or agents, in each case other than Excluded Affiliates
(collectively, “Representatives”) who need to know such Information (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and agree to keep such Information confidential and
the Agents and the Lenders shall be principally liable to the extent any confidentiality restrictions set forth herein are violated by
one or more of its Representatives); (b) to the extent required or requested by any Governmental Authority or self-regulatory authority
having or asserting jurisdiction over such Person (including any Governmental Authority regulating any Lender or its Affiliates), provided
that the applicable Agent or such Lender, as applicable, agrees that it will promptly notify the Administrative Borrower prior to any
such disclosure by such Person (other than at the request of a regulatory authority as part of a regulatory examination) unless such notification
is prohibited by law, rule or regulation; (c) to the extent required by applicable Laws or regulations or by any subpoena or
order of any court or administrative agency or in any pending legal or administrative proceeding or similar legal process, provided
that the applicable Agent or such Lender, as applicable, agrees that it will notify the Administrative Borrower in advance of any such
disclosure by such Person (except with respect to any routine audit or examination conducted by bank accountants or regulatory authority
exercising routine examination or regulatory authority) unless such notification is prohibited by law, rule or regulation; (d) to
any other party to this Agreement; (e) subject to an agreement containing provisions at least as restrictive as those of this Section 10.08
(or as may otherwise be reasonably acceptable to the Administrative Borrower), to any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee or potential Lender invited
to be an Additional Lender (except, in each case, to the extent the Administrative Borrower has declined to consent to such assignment),
any pledgee referred to in Section 10.07(g), or any actual or prospective direct or indirect counterparty (or its advisors) to any
swap or derivative transaction relating to the Borrowers and their obligations; (f) with the written consent of the Administrative
Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08
or other obligation of confidentiality owed to the Borrowers or any of their respective Affiliates; (h) to any rating agency when
required by it on a customary basis and after consultation with the Administrative Borrower (it being understood that, prior to any such
disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and their Subsidiaries
received by it from such Lender) or to the CUSIP Service Bureau or any similar organization; (i) in connection with the exercise
of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder; (j) to the extent
that such information is independently developed by the applicable Agent or its Affiliates (other than any Excluded Affiliates) or the
applicable Lender or its Affiliates in each case so long as not based on information obtained in a manner that would otherwise violate
this Section 10.08, (k) for purposes of establishing a “due diligence” defense; or (l) to market data collectors,
similar services providers to the lending industry, and service providers to the Arranger and the Lenders in connection with the administration
and management of this Agreement; provided that, in each case, no disclosure shall be made to any Disqualified Institution. In
addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data
collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with
the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions; provided that
such Person is advised and agrees to be bound by the provisions of this Section 10.08.


 


For purposes of this Section,
“Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party
or any Subsidiary thereof, their respective businesses and their respective Affiliates and their Affiliates’ directors, officers,
employees, trustees, investments advisors or agents, other than any such information that is available to the Administrative Agent or
any Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof other than as a result of a breach
of this Section 10.08.


 






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Each
of the Agents and the Lenders acknowledges that (a) the Information may include Material Non-Public Information, (b) it has
developed compliance procedures regarding the use of Material Non-Public Information and (c) it will handle such Material Non-Public
Information in accordance with applicable Law, including United States federal and state securities Laws. The provisions of this paragraph
shall not affect any Borrowers’ obligations under the last paragraph of Section 6.02.


 


Section 10.09       Setoff.


 


In addition to any rights
and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its
Affiliates (and the Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time
and from time to time, without prior notice to the Borrowers, any such notice being waived by the Borrowers (on its own behalf and on
behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, after obtaining the written
consent of the Administrative Agent, to set off and apply any and all deposits (general or special, time or demand, provisional or final
but excluding escrow, payroll, petty cash, trust and tax accounts) at any time held by, and other Indebtedness at any time owing by, such
Lender and its Affiliates or the Administrative Agent to or for the credit or the account of the respective Loan Parties against any and
all Obligations owing to such Lender and its Affiliates or the Administrative Agent hereunder or under any other Loan Document, now or
hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made demand under this Agreement
or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that
of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right
of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance
with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds
and deemed held in trust for the benefit of the Administrative Agent, and the Lenders, and (y) the Defaulting Lender shall provide
promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to
which it exercised such right of setoff. Each Lender agrees promptly to notify the Administrative 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 setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition
to other rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have at Law.


 


Section 10.10       Interest
Rate Limitation.


 


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


 


Section 10.11       Counterparts;
Electronic Execution of Assignments and Certain Other Documents.


 


This Agreement and each other
Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery by facsimile, .pdf or other electronic means of an executed counterpart of a signature
page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement
and such other Loan Document. The Agents may also require that any such documents and signatures delivered by facsimile, .pdf or other
electronic means 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 document or signature delivered by facsimile, .pdf or other electronic means.


 






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This Agreement and any document,
amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Amendment
(each a “Communication”), including Communications required to be in writing, may, if agreed by the parties hereto, be in
the form of an Electronic Record and may be executed using Electronic Signatures, including, without limitation, facsimile and/or .pdf.
Each of the Loan Parties hereto agrees that any Electronic Signature (including, without limitation, facsimile or .pdf) on or associated
with any Communication shall be valid and binding on them to the same extent as a manual, original signature, and that any Communication
entered into by Electronic Signature, will constitute the legal, valid and binding obligation of the Loan Parties enforceable against
them in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered to the Agent.
Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts,
but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include,
without limitation, use or acceptance by the Agent of a manually signed paper Communication which has been converted into electronic form
(such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery
and/or retention. The Agent may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record
(“Electronic Copy”), which shall be deemed created in the ordinary course of the Agent’s, business, and destroy the
original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an
original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding anything
contained herein to the contrary, the Agent shall be under no obligation to accept an Electronic Signature in any form or in any format
unless expressly agreed to by the Agent pursuant to procedures approved by them; provided, further, without limiting the foregoing, (a) to
the extent the Agent has agreed to accept such Electronic Signature, the Agent shall be entitled to rely on any such Electronic Signature
purportedly given by or on behalf of the Loan Parties without further verification and (b) upon the request of the Agent any Electronic
Signature shall be promptly followed by a manually executed, original counterpart. For purposes hereof, “Electronic Record”
and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended
from time to time.


 


Section 10.12       Integration.


 


This Agreement, together with
the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and
supersedes all prior agreements, written or oral, on such subject matter. Subject to Section 10.20 in the event of any conflict between
the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided
that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed
a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall
be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.


 


Section 10.13       Survival
of Representations and Warranties.


 


All representations and warranties
made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit
Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
(other than contingent indemnification obligations as to which no claim has been asserted).


 


Section 10.14       Severability.


 


If any provision of this Agreement
or the other Loan Documents is held to be illegal, invalid or unenforceable (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties
shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions; provided that the Lenders
shall charge no fee in connection with any such amendment. The invalidity of a provision in a particular jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14,
if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor
Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 






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Section 10.15       GOVERNING
LAW.


 


(a)            THIS
AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIM OR CONTROVERSY RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, WHETHER SOUNDING
IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)           ANY
LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH OF MANHATTAN) (OR ANY
APPELLATE COURT THEREOF) OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE (OR ANY APPELLATE COURT THEREOF), AND BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION.
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. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY
WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN FACSIMILE OR ELECTRONIC
MAIL) IN SECTION 10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. FURTHERMORE, NOTWITHSTANDING THE FOREGOING OR
ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, NOTHING in this Agreement or any other Loan Document or otherwise
shall affect any right that ANY SECURED PARTY may otherwise have to bring any action or proceeding to enforce any award or judgment or
exercise any right under the Collateral Documents or against any Collateral or any other property of any Loan Party in the courts of other
forum in which jurisdiction can be established.


 


Section 10.16       WAIVER
OF RIGHT TO TRIAL BY JURY.


 


EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






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Section 10.17       Binding
Effect.


 


This Agreement shall become
effective when (i) it shall have been executed and delivered by the Loan Parties and each other party hereto and (ii) the Administrative
Agent shall have been notified by each Lender that each such Lender has executed it and thereafter shall be binding upon and inure to
the benefit of the Loan Parties, each Agent and each Lender and their respective successors and assigns, in each case in accordance with
Section 10.07 (if applicable) and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein
without the prior written consent of the Lenders except as permitted by Section 7.04.


 


Section 10.18       USA
Patriot Act.


 


Each Lender that is subject
to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant
to the requirements of the USA Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify and record information
that identifies each Loan Party, which information includes the name, address and tax identification number of such Loan Party and other
information regarding such Loan Party that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party
in accordance with the USA Patriot Act and the Beneficial Ownership Regulation. This notice is given in accordance with the requirements
of the USA Patriot Act and the Beneficial Ownership Regulation and is effective as to the Lenders and the Administrative Agent. Each Loan
Party shall, promptly following a request by the Administrative Agent, provide all documentation and other information that the Administrative
Agent or any Lender reasonably requests which is required in order to comply with its ongoing obligations under applicable “know
your customer” and anti-money laundering rules and regulations, including the USA Patriot Act and the Beneficial Ownership
Regulation.


 


Section 10.19       No
Advisory or Fiduciary Responsibility.


 


In connection with all aspects
of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other
Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arranger are arm’s-length
commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the other
Arranger and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands and accepts, the terms,
risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent,
each other Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the
relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective
Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation to
the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arranger, the Lenders and their respective
Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their
respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has any obligation to disclose any of
such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent permitted by law, each Loan Party hereby
waives and releases any claims that it may have against the Administrative Agent, the other Arranger and the Lenders with respect to any
breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


Section 10.20       Intercreditor
Agreements.


 


Each
Lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreements, (b) agrees that it will be bound
by and will take no actions contrary to the provisions of the Intercreditor Agreements and (c) authorizes and instructs the Administrative
Agent to enter into the Intercreditor Agreements as Administrative Agent and on behalf of such Lender. The foregoing provisions are intended
as an inducement to the lenders under the ABL Financing Documents, Second Lien Financing Documents and any documentation governing other
parity lien or junior lien Indebtedness permitted to be incurred hereunder to extend credit to the Loan Parties and such lenders are intended
third party beneficiaries of such provisions. In the event of any conflict or inconsistency between the provisions of any Intercreditor
Agreement and this Agreement, the provisions of such Intercreditor Agreement shall control. Notwithstanding anything to the contrary
set forth herein or in any other Loan Document, prior to the payment in full of the ABL Obligations to the extent that any Loan Party
is required to give physical possession over any Collateral (other than Term Loan Priority Collateral) to the Administrative Agent under
this Agreement or the other Loan Documents, such requirement to give possession shall be satisfied if such Collateral is delivered to
and held by the ABL Agent pursuant to the ABL Intercreditor Agreement or any other applicable Intercreditor Agreement entered into after
the Closing Date.


 






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Section 10.21         Acknowledgment
and Consent to Bail-In of EEA Financial Institutions.


 


Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any Lender that is an Affected Financial Institution arising under any Loan Document, to the extent
such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees
and consents to, and acknowledges and agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any Lender that is an Affected Financial Institution; and


 


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


 


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


 


(ii)           a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or


 


(iii)          the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution
Authority.


 


Section 10.22         Acknowledgement
Regarding Any Supported QFCs.


 


To the extent that the Loan
Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC
(such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge
and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance
Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder,
the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions
below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the
State of New York and/or of the United States or any other state of the United States):


 


(a)            In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that
might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the
foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event
affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 






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(b)            As
used in this Section 10.22, the following terms have the following meanings:


 


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


 


“Covered Entity”
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§ 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b).


 


“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 


“QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C.
5390(c)(8)(D).


 


Article XI.

GUARANTEE


 


Section 11.01         The
Guarantee.


 


Each
Guarantor hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety, to each Secured
Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required
prepayment, declaration, demand, by acceleration or otherwise) of (a) the principal of and interest (including any interest, fees,
costs or charges that would accrue but for the provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency
petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and
the Notes held by each Lender of, the Borrowers (or, in the case of such guarantee by a
Guarantor that is also a Borrower, on the Loans made by the Lenders to, and the Notes held by each Lender of, each other Borrower),
and (b) all other Secured Obligations from time to time owing to the Secured Parties by the Loan Parties under any Loan Document
or Secured Hedge Agreement (all such obligations described in clauses (a) and (b), including any future increases in the amounts
thereof, being herein collectively called the “Guaranteed Obligations”); provided, however, that Guaranteed
Obligations shall exclude all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrowers or other
Guarantor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed
Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any
extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether
at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.


 






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Section 11.02         Obligations
Unconditional.


 


The obligations of the Guarantors
under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute,
irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the
Guaranteed Obligations of the Borrowers under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein
or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and,
to the extent permitted by applicable Law irrespective of any other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing,
to the extent permitted by applicable Law, it is agreed that the occurrence of any one or more of the following shall not alter or impair
the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances
as described above:



 


(i)            at
any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of or compliance
with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;


 


(ii)            any
of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred
to herein or therein shall be done or omitted (including incurring any increase or decrease in the principal amount of the Guaranteed
Obligations or the rate of interest or the fees thereon);


 


(iii)           the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect,
or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in
any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security
therefor shall be released or exchanged in whole or in part or otherwise dealt with;


 


(iv)           any
Lien or security interest granted to, or in favor of, any Lender or Agent as security for any of the Guaranteed Obligations shall fail
to be perfected; or


 


(v)            the
release of any other Guarantor pursuant to Section 11.09.


 


The Guarantors hereby expressly
waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent permitted by Law,
all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrowers
under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other Person
under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive, to the extent permitted by Law,
any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice
of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and
any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings
between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon
this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without
regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Secured Parties, and
the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties
or any other Person at any time of any right or remedy against the Borrowers or against any other Person which may be or become liable
in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset
with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its
terms upon the Guarantors and the successors and permitted assigns thereof, and shall inure to the benefit of the Lenders, and their
respective successors and permitted assigns, notwithstanding that from time to time during the term of this Agreement there may be no
Guaranteed Obligations outstanding.


 


Section 11.03         Reinstatement.


 


The obligations of the Guarantors
under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of
the Borrowers or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of
any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.


 






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Section 11.04         Subrogation;
Subordination.


 


Each
Guarantor hereby agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent
indemnification obligations as to which no claim has been asserted) and the expiration and termination of the Commitments of the Lenders
under this Agreement it shall subordinate any claim and shall not exercise any right or remedy, direct or indirect, arising by reason
of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrowers or any other
Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party
to any Non-Loan Party permitted pursuant to 7.03(b) or (d) shall be subordinated to such Loan Party’s Secured Obligations
in the manner set forth in the Intercompany Note evidencing such Indebtedness.


 


Section 11.05         Remedies.


 


The Guarantors jointly and
severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrowers under this Agreement and the Notes,
if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically
due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction
or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrowers
and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations
(whether or not due and payable by the Borrowers) shall forthwith become due and payable by the Guarantors for purposes of Section 11.01.


 


Section 11.06         Instrument
for the Payment of Money.


 


Each Guarantor hereby acknowledges
that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Lender
or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the
right to bring a motion-action under New York CPLR Section 3213.


 


Section 11.07         Continuing
Guarantee.


 


The guarantee in this Article XI
is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.


 


Section 11.08         General
Limitation on Guarantee Obligations.


 


In any action or proceeding
involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy,
insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor (other than
the Borrowers) under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated
to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then, notwithstanding any other
provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other
Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty and the
right of contribution established in Section 11.10) that is valid and enforceable and not subordinated to the claims of other creditors
as determined in such action or proceeding.


 






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Section 11.09         Release
of Guarantors.


 


If,
in compliance with the terms and provisions of the Loan Documents, (i) any Guarantor that is a Restricted Subsidiary of a Loan Party
ceases to be a Restricted Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Guarantor becomes an Excluded
Subsidiary or (iii) subject to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in
writing by the Required Lenders (any such Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”),
such Released Guarantor shall upon the consummation of the related transaction, change in status, request, approval, authorization or
ratification be (in the case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative
Agent pursuant to appropriate documentation following a written request from the Administrative Borrower to the Administrative Agent
requesting such release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof) and the
other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and,
in the case of a sale of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party, the pledge of such
Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the
Borrowers shall have provided the Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative
Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant
provisions of this Agreement and the Collateral Documents; provided, that no such release shall occur, and no such Guarantor shall
constitute a Released Guarantor, if (x) such Guarantor continues to be a guarantor in respect of any other First Lien Obligations,
any ABL Obligations, any Second Lien Obligations or any Junior Financing or (y) such Guarantor continues to constitute a Subsidiary
of the Parent Borrower and becomes an Excluded Subsidiary under clause (a) of the definition thereof unless (i) no Event of
Default shall have occurred and be continuing at the time such Guarantor becomes an Excluded Subsidiary under clause (a) of the
definition thereof and (ii) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such
Person to become an Excluded Subsidiary under clause (a) of the definition thereof, the Borrowers and Restricted Subsidiaries shall
be deemed to have made an Investment in, or a Restricted Payment in respect of, as applicable, such Person (as if such Person were then
newly acquired or formed) and such Investment or Restricted Payment is permitted hereunder at such time.


 


When all Commitments hereunder
have terminated, and all Loans or other Obligations hereunder (other than contingent indemnification obligations as to which no claim
has been asserted) have been paid or satisfied in full, this Agreement and the Guarantees made herein shall terminate with respect to
all Obligations, except with respect to Obligations that expressly survive such repayment pursuant to the terms of this Agreement.


 


Section 11.10         Right
of Contribution.


 


Each Guarantor hereby agrees
that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall
be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share
of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04. The
provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative
Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed
by such Guarantor hereunder.


 


Section 11.11         Keepwell.


 


Each Qualified ECP Guarantor
hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be
needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of any Swap Obligations
(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11 for the maximum
amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11, or otherwise under
this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).
The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force and effect until the payment
in full and discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 11.11 constitute, and
this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each
other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


Section 11.12         Independent
Obligation.


 


The obligations of each Guarantor
hereunder are independent of the obligations of any other Guarantor, any other party or the Borrowers, and a separate action or actions
may be brought and prosecuted against such Guarantor whether or not action is brought against any other Guarantor, any other party or
the Borrowers and whether or not any other Guarantor, any other party or the Borrowers be joined in any such action or actions.


 






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SCHEDULES TO CREDIT AGREEMENT


 



	I    	Guarantors
	1.01A      	Commitments
	1.01E     	Existing Investments
	5.06        	Litigation
	5.07        	Ownership of Property, Liens
	5.11       	Subsidiaries and Other Equity Investments
	6.17        	Post-Closing Matters
	7.01(b)      	Existing Liens
	7.03(b)    	Existing Indebtedness
	7.05       	Dispositions
	7.08        	Existing Agreements
	7.09      	Existing Restrictions
	10.02    	Administrative Agent’s Office, Certain Addresses
    for Notices



 






    


     


    

 


SCHEDULE I


 


Guarantors


 


		1.	Applied Health Care, LLC, a Delaware limited liability company






		2.	BioScrip Infusion Management, LLC, a Delaware limited liability company






		3.	BioScrip Infusion Services, Inc., a California corporation






		4.	BioScrip Infusion Services, LLC, a Delaware limited liability company






		5.	BioScrip Medical Supply Services, LLC, a Delaware limited liability company






		6.	BioScrip PBM Services, LLC, a Delaware limited liability company






		7.	BioScrip Pharmacy (NY), Inc., a New York corporation






		8.	BioScrip Pharmacy Services, Inc., an Ohio corporation






		9.	BioScrip Pharmacy, Inc., a Minnesota corporation






		10.	Bradhurst Specialty Pharmacy, Inc., a New York corporation






		11.	CHI Holding Corp., a Delaware corporation






		12.	Chronimed, LLC, a Minnesota limited liability company






		13.	CHS Holdings, Inc., a Delaware corporation






		14.	Clinical Holdings, Inc., an Ohio corporation






		15.	Clinical Specialties, Inc., an Ohio corporation






		16.	Clinical Specialties Network Services of Illinois, Inc., an Ohio
                                            corporation






		17.	Crescent Healthcare, Inc., a California corporation






		18.	Crescent Therafusion, Inc., a California corporation






		19.	Critical Care Systems of New York, Inc., a New York corporation






		20.	Critical Care Systems, Inc., a Delaware corporation






		21.	Critical Homecare Solutions, Inc., a Delaware corporation






		22.	CSI Managed Care, Inc., an Ohio corporation






		23.	CSI Medical Billing Services, Inc., an Ohio corporation






		24.	CSI Network Services of Kentucky, Inc., an Ohio corporation






		25.	CSI Network Services of Indiana, Inc., an Ohio corporation






		26.	CSI Network Services of Michigan, Inc., an Ohio corporation






		27.	Deaconess Enterprises, LLC, an Ohio limited liability company






		28.	Deaconess HomeCare, LLC, a Delaware limited liability company






		29.	East Goshen Pharmacy, Inc., a Pennsylvania corporation






		30.	HC Group Holdings III, Inc., a Delaware corporation






		31.	Healthy Connections Homecare Services, Inc., a Texas corporation






		32.	HomeChoice Partners, Inc., a Delaware corporation






		33.	Home I.V. Specialists, Inc., an Arkansas corporation






		34.	Infusal Partners, a Florida partnership






		35.	InfuCenters, LLC, a Delaware limited liability company






		36.	InfuScience HHA, LLC, a Delaware limited liability company






		37.	InfuScience, Inc., a Delaware corporation






		38.	InfuScience South Carolina, LLC, a Delaware limited liability company






		39.	InfuScience Sub, Inc., a Delaware corporation






		40.	Infusion Partners of Brunswick, LLC, a Georgia limited liability company






		41.	Infusion Partners of Melbourne, LLC, a Georgia limited liability company






		42.	Infusion Partners, LLC, an Ohio limited liability company






		43.	Infusion Solutions, Inc., a New Hampshire corporation






		44.	Infusion Therapy Specialists, Inc., a Nebraska corporation






		45.	Knoxville Home Therapies, LLC, a Tennessee limited liability company






		46.	MedNow Infusion, LLC, a Delaware limited liability company






		47.	National Health Infusion, Inc., a Florida corporation






		48.	Natural Living, Inc., a New York corporation






		49.	New England Home Therapies, Inc., a Massachusetts corporation






		50.	Nutri USA, Inc., a New York corporation






		51.	Option Care Enterprises, Inc., a Delaware corporation






		52.	Option Care Enterprises, Inc., a Pennsylvania corporation






		53.	Option Care Home Care, Inc., an Illinois corporation



 






    


     


    

 


		54.	Option Care Home Health, L.L.C., a Washington limited liability company






		55.	Option Care Infusion Services, Inc., a Delaware corporation






		56.	Option Care Infusion Suites, LLC, a Delaware limited liability company






		57.	Option Care of New York, Inc., a New York corporation






		58.	OPTION CARE, Inc., a California corporation






		59.	Optionet, Inc., a Delaware corporation






		60.	Option Health, Ltd., an Illinois corporation






		61.	Option Home Health, Inc., an Ohio corporation






		62.	Professional Home Care Services, Inc., a Delaware corporation






		63.	PHCS Acquisition Co., Inc., a Delaware corporation






		64.	Regional Ambulatory Diagnostics, Inc., an Ohio corporation






		65.	River City Pharmacy, Inc., a California corporation






		66.	Scott-Wilson, Inc., a Kentucky corporation






		67.	Specialty Pharma, Inc., a Delaware corporation






		68.	Springville Pharmacy Infusion Therapy, Inc., a New York corporation






		69.	Trinity Homecare, L.L.C., a New Jersey limited liability company






		70.	University Option Care, L.L.C., an Ohio limited liability company






		71.	Wilcox Medical, Inc., a Vermont corporation



 






    3


     


    

 


SCHEDULE 1.01A


Commitments


 


	Lender	 	Term Commitment	 
	Bank of America, N.A.	 	$	600,000,000.00	 
	Total:	 	$	600,000,000.00	 



 






    


     


    

 


SCHEDULE 1.01E


Existing Investments


 


		1.	Schedule 5.11 is hereby incorporated by this reference.



 






    5


     


    

 


SCHEDULE 5.06


Litigation


 


 None.




 






    


     


    

 


SCHEDULE 5.07


Ownership of Property; Liens


 


None.


 






    


     


    

 


SCHEDULE 5.11


Subsidiaries and Other Equity Investments


 


	Issuer	Holder	Number and
 class of
 Shares	Certificated?
 (If yes,
 certificate
 number(s)?)
	HC Group Holdings II, LLC	Option Care Health, Inc. (f/k/a BioScrip, Inc.)	1,000 common units	No
	Applied Health Care, LLC	Infusion Partners, LLC	100% of membership interests	1
	BioScrip Infusion Management, LLC	BioScrip Infusion Services, LLC	100% of membership interests	No
	BioScrip Infusion Services, Inc.	Option Care Health, Inc. (f/k/a BioScrip, Inc.)	1,000 shares of common stock	3
	BioScrip Infusion Services, LLC	BioScrip PBM Services, LLC	100% of membership interests	No
	BioScrip Medical Supply Services, LLC	Critical Home Care Solutions, Inc.	100% of membership interests	No
	BioScrip Nursing Services, LLC	BioScrip Infusion Services, LLC	100% of membership interests	No
	BioScrip PBM Services, LLC	Option Care Health, Inc. (f/k/a BioScrip, Inc.)	100% of membership interests	No
	BioScrip Pharmacy (NY), Inc.	Option Care Health, Inc. (f/k/a BioScrip, Inc.)	100 shares of common stock	9
	BioScrip Pharmacy Services, Inc.	Option Care Health, Inc. (f/k/a BioScrip, Inc.)	204 shares of common stock	2
	BioScrip Pharmacy, Inc.	Chronimed, LLC	1,000 shares of common stock	2
	Bradhurst Specialty Pharmacy, Inc.	Chronimed, LLC	200 shares of common stock	2
	CHI Holding Corp.	Option Care Enterprises, Inc. (DE)	25,625 shares of common stock	C-1
	Chronimed, LLC	Option Care Health, Inc. (f/k/a BioScrip, Inc.)	100% of membership interests	No
	CHS Holdings, Inc.	Option Care Health, Inc. (f/k/a BioScrip, Inc.)	100 shares of common stock	2
	Clinical Holdings, Inc.	Option Care Enterprises, Inc. (DE)	200 shares of common stock	10
	Clinical Specialties, Inc.	Clinical Holdings, Inc.	750 shares	C-1
	Clinical Specialties Network Services of Illinois, Inc.	Clinical Holdings, Inc.	750 shares	C-1
	Crescent Healthcare, Inc.	CHI Holding Corp.	25,500 shares	C-1
	Crescent Therafusion, Inc.	Crescent Healthcare, Inc.	100 shares	C-1
	Critical Care Systems of New York, Inc.	Option Care Enterprises, Inc. (DE)	200 shares	C-1
	Critical Care Systems, Inc.	Option Care Enterprises, Inc. (DE)	341,321 shares of common stock	C-1
	Critical Homecare Solutions, Inc.	CHS Holdings, Inc.	1,000 shares of common stock	2
	CSI Managed Care, Inc.	Clinical Holdings, Inc.	1,000 shares	C-1
	CSI Medical Billing Services, Inc.	Clinical Holdings, Inc.	750 shares	C-1
	CSI Network Services of Kentucky, Inc.	Clinical Holdings, Inc.	750 shares	C-1
	CSI Network Services of Indiana, Inc.	Clinical Holdings, Inc.	750 shares	C-1




 






    


     


    

 


	Issuer	Holder	Number and
 class of
 Shares	Certificated?
 (If yes,
 certificate
 number(s)?)
	CSI Network Services of Michigan, Inc.	Clinical Holdings, Inc.	750 shares	C-1
	Deaconess Enterprises, LLC	Critical Homecare Solutions, Inc.	100% of membership interests	1
	Deaconess HomeCare, LLC	Deaconess Enterprises, LLC	100% of membership interests	1
	East Goshen Pharmacy, Inc.	Infusion Partners, LLC	2,000 shares of common stock	4
	HC Group Holdings III, Inc.	HC Group Holdings II, LLC	1,000 shares of common stock	1
	Healthy Connections Homecare Services, Inc.	Option Care Enterprises, Inc. (DE)	10,000 shares	15
	HomeChoice Partners, Inc.	Option Care Health, Inc. (f/k/a BioScrip, Inc.)	3,582.17 shares 	95
	Home I.V. Specialists, Inc.	Option Care Enterprises, Inc. (DE)	100 shares 	2
	Infinity Infusion Care, Ltd.	Option Care Enterprises, Inc. (DE)	*1	No
	Infusal Partners	InfuScience, Inc.	99% of partnership interests	No
	InfuScience Sub, Inc.	1% of partnership interests	No
	InfuCenters, LLC	Infusal Partners	100% of membership interests	No
	InfuScience HHA, LLC	Infusion Therapy Specialists, Inc.	100% of membership interests	No
	InfuScience, Inc.	Option Care Health, Inc. (f/k/a BioScrip, Inc.)	100 shares of common stock	C-1
	InfuScience South Carolina, LLC	InfuScience, Inc.	100% of membership interests	No
	InfuScience Sub, Inc.	InfuScience, Inc.	1 share of common stock	Common-1-R
	Infusion Partners of Brunswick, LLC	Infusion Partners, LLC	100% of membership interests	1
	Infusion Partners of Melbourne, LLC	Infusion Partners, LLC	100% of membership interests	1
	Infusion Partners, LLC	Deaconess HomeCare, LLC	100% of membership interests	1
	Infusion Solutions, Inc.	Critical Homecare Solutions, Inc.	125 shares of Class A Voting Shares	A-5
	Infusion Therapy Specialists, Inc.	InfuScience, Inc.	10,000 shares 	Seven-RC
	Knoxville Home Therapies, LLC	Deaconess HomeCare, LLC	100% of membership interests	No
	MedNow Infusion, LLC	Option Care Enterprises, Inc. (DE)	100% membership interest	No
	National Health Infusion, Inc.	Infusion Partners, LLC	50 shares of common stock	10
	Natural Living, Inc.	BioScrip PBM Services, LLC	100 shares of common stock	3



 





 






1 Entity is dormant and in process of being dissolved. It is an Excluded Subsidiary and a non-Material Domestic Subsidiary.


 






    9


     


    

 


	Issuer	Holder	Number and
 class of
 Shares	Certificated?
 (If yes,
 certificate
 number(s)?)
	New England Home Therapies, Inc.	Critical Homecare Solutions, Inc.	2,000 shares 	8
	Nutri USA Inc.	PHCS Acquisition Co, Inc.	200 shares 	2
	Option Care Enterprises, Inc. (DE)	Option Care Infusion Services, Inc.	1,000 shares of common stock	4
	Option Care Enterprises, Inc. (PA)	Option Care Enterprises, Inc. (DE)	500 shares	3 (400 shares) and 6 (100 shares)
	Option Care Home Care, Inc.	Option Care Enterprises, Inc. (DE)	1,000 shares	3
	Option Care Home Health, L.L.C.	Option Care Enterprises, Inc. (DE)	500 common units (50%)	No
	OPTION CARE, Inc.	500 common units (50%)
	Option Care Infusion Services, Inc.	HC Group Holdings III, Inc.	100 shares of common stock	C-2
	Option Care Infusion Suites, LLC	Option Care Infusion Services, Inc.	100% of membership interests	No
	Option Care of New York, Inc.	Option Care Infusion Services, Inc.	200 shares of common stock	2
	OPTION CARE, Inc.	Option Care Infusion Services, Inc.	600,000 shares of common stock	16
	Optionet, Inc.	Option Care Infusion Services, Inc.	500 shares of common stock	3
	Option Health, Ltd.	Infusion Partners, LLC	500 shares of common stock	4
	Option Home Health, Inc.	Option Care Enterprises, Inc. (DE)	500 shares	3 (400 shares) and 4 (100 shares)
	Professional Home Care Services, Inc.	Specialty Pharma, Inc.	500 shares of common stock	4
	PHCS Acquisition Co, Inc.	Professional Home Care Services, Inc.	100 shares of common stock	1
	Regional Ambulatory Diagnostics, Inc.	Deaconess HomeCare, LLC	800 shares of common stock	2-A
	River City Pharmacy, Inc.	Option Care Enterprises, Inc. (DE)	300 shares of common stock	3
	Scott-Wilson, Inc.	Infusion Partners, LLC	10 shares of common stock	C-5
	Specialty Pharma, Inc.	Critical Homecare Solutions, Inc.	1,000 shares 	11
	Springville Pharmacy Infusion Therapy, Inc.	Option Care Enterprises, Inc. (DE)	60 shares	4 (30 shares) and 5 (30 shares)
	Trinity Homecare, L.L.C.	Option Care of New York, Inc.	100% of common units	No
	University Option Care, L.L.C.	Option Care Enterprises, Inc. (DE)	100% of membership interests	No
	Wilcox Medical, Inc.	New England Home Therapies, Inc.	100 shares of common stock	2



 






    9


     


    

 


	Issuer	Holder	Number and
 class of
 Shares	Certificated?
 (If yes,
 certificate
 number(s)?)
	Option Care Infusion Services, LLC, a Tennessee limited liability company	Option Care Enterprises, Inc. (DE)	50% of membership interests	No
	Option Care at Legacy Health, LLC, an Oregon limited liability company	Option Care Enterprises, Inc. (DE)	50% of membership interests	No
	Infinity Infusion Nursing, LLC	Option Care Enterprises, Inc. (DE)	100% of membership interests	No


 






    9


     


    

 


SCHEDULE 6.17


Post-Closing Matters


 


 None




 






    


     


    

 


SCHEDULE 7.01(b)


Existing Liens


 


None.


 






    


     


    

 


SCHEDULE 7.03(b)


Existing Indebtedness


 


		1.	Amended and Restated Intercompany Subordinated
                                            Promissory Note, dated July 31, 2013, in the principal amount of $3,800,000, issued
                                            to BioScrip, Inc. by BioScrip Infusion Services, Inc.



 


		2.	Amended
                                            and Restated Intercompany Subordinated Promissory Note, dated July 31, 2013, in the
                                            principal amount of $71,800,000, issued to CHS Holdings, Inc. by Critical Homecare Solutions, Inc.



 






    


     


    

 



 


SCHEDULE 7.05 


Dispositions


 


 None.




 






     


     


    

 


SCHEDULE 7.08 


Existing Agreements


 


		1.	Walgreens Infusion and Respiratory Services Master Participation Agreement, dated September 15, 2012, by and between The Patient
Safety Research Foundation, Inc. and Option Care Enterprises, Inc.



 


		2.	Oral agreement between Walgreens Specialty Pharmacy, LLC (“WSP”) and Option Care Infusion Services, Inc. (f/k/a Walgreens
Infusion Services, Inc.) (“WIRS”) for WIRS to dispense certain specialty pharmacy products as an approved subcontractor
pursuant to the specialty pharmacy contract between WSP and Blue Cross Blue Shield of Rhode Island.



 


		3.	Letter of Agreement for Collaborative Services by and between Walgreen Co. and HC Group Holdings II, Inc. (f/k/a Walgreens Infusion
Services, Inc.).



 


		4.	Common Interest/Privilege Agreement, dated as of March 13, 2019, by and between HC Group Holdings II, Inc., HC Group Holdings
I, LLC, Walgreen Co. and MDP HC Holdings, LLC.



 






     


     


    

 


SCHEDULE 7.09 


Existing Restrictions


 


 None.




 



     


     


    

 


SCHEDULE 10.02 


Administrative Agent’s Office, Certain
Addresses for Notices


 


BORROWERS: 


c/o
Option Care Health, Inc. 


3000 Lakeside Drive, Suite 300N 


Bannockburn, IL 60015 


Attn: Michael Shapiro 


Email: mike.shapiro@optioncare.com 


Website: optioncare.com


 


with copies (which shall not constitute
notice) to:


 


Kirkland & Ellis LLP 


300 North LaSalle 


Chicago, IL 60654 


Attn: Michael D. Wright, P.C. 


Fax: 312-862-2200 


Email: michael.wright@kirkland.com


 


ADMINISTRATIVE AGENT: 


Administrative
Agent’s Office

(for advances, payments and Requests for Credit Extensions): 


Bank of America, N.A., as Administrative Agent 


2380 Performance Drive 


Building C, TX2-984-03-23 


Richardson, TX 75082 


Attention: Gita Pandey 


Tel: 214-209-2984 


Facsimile: 214-290-8350 


Email:
gita.pandey@bofa.com


 


Remittance Instructions – USD: 


Bank of America, N.A. 


New York, NY 


#### ######### 


####### #### ############# 


####### ##### #### ######## #### ### ###
######  ### 


#### ######## ###


 


Other
Notices as Administrative Agent: 


Bank of America, N.A., as Administrative Agent 


900 W. Trade St., 6th Floor 


NC1-026-06-03 


Charlotte, NC 28255 


Attention: Melissa Mullis 


Tel: 980-386-9372 


Facsimile: 704-409-0617 


Email:
melissa.mullis@baml.com


 






     


     


    

 


EXHIBIT A


 


FORM OF COMMITTED LOAN NOTICE


 


Date: ___________, _____


 


To:      Bank of America, N.A.,
as Administrative Agent (the 


“Administrative Agent”) for
the Lenders party to the 


Credit Agreement referred to below. 


2380 Performance Drive 


Building C, TX2-984-03-23 


Richardson, TX 75082 


Attention: Gita Pandey 


Tel: 214-209-2984 


Facsimile: 214-290-8350 


Email: gita.pandey@bofa.com


 


Ladies and Gentlemen:


 


Reference is made to the Amended
and Restated First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.),
a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party thereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and
other parties from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement.


 


The Administrative Borrower hereby requests (select
one):


 


	 ̈ 	A Borrowing of new Loans (the “Borrowing”)	___________________________
	 	 	 
	 ̈ 	A conversion of Loans made on	___________________________
	 	 	 
	OR	 	 
	 	 	 
	 ̈	
    A continuation of Eurocurrency
Rate Loans made on
	
    ___________________________ 



 


to be made on the terms set forth below:


 


	(A)	Class of Borrowing1	___________________________
	 	 	 
	(B)	Date of Borrowing, conversion or continuation (which is a Business Day)	___________________________
	 	 	 
	(C)	Principal amount2	___________________________



 








 



 


		1	E.g., Term B Loans, Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing
Revolving Loans or Extended Term Loans.



 


		2	Eurocurrency borrowings to be in a minimum principal amount of $1,000,000 or in whole multiples of $500,000
in excess thereof. Base Rate borrowings to be in a minimum principal amount of $500,000 or in whole multiples of $100,000 in excess thereof.



 






     


     


    

 


	(D)	Type of Loan3	___________________________
	 	 	 
	(E)	Interest Period and the last day thereof4	___________________________
	 	 	 
	(F)	Applicable Borrower (the “Borrower”) receiving the proceeds	___________________________
	 	 	 
	(G)	Wire instructions for Borrower account(s) and amount of requested Borrowing:5	___________________________


 


[Except
in respect of any conversion or continuation of a Borrowing, the undersigned hereby represents and warrants to the Administrative Agent
and the Lenders that the conditions to lending specified in clauses (i) and (ii) of Section 4.02 of the Credit Agreement
will be satisfied as of the date of the Borrowing set forth above.]6


 


[The Borrowings contemplated
by this Committed Loan Notice are conditioned upon the closing of the Credit Agreement.]7


 





 



 


		3	Specify Eurocurrency Rate or Base Rate.



 


		4	Applicable for Eurocurrency Rate Loan Borrowings only. If no Interest Period is specified, it will be
deemed to be an Interest Period of one (1) month.



 


		5	Wiring instructions apply only to Borrowings after the Closing Date.



 


		6	Applies only to the Borrowings after the Closing Date.



 


		7	Applies only to the Borrowings on the Closing Date.



 


[The remainder of this page is intentionally
left blank.]


 






     


     


    

 


	 	OPTION CARE HEALTH, INC. (f/k/a bioscrip, inc.)
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 



 



     


     


    

 


EXHIBIT B


 


[RESERVED]


 






     


     


    

 


EXHIBIT C-1


 


FORM OF TERM NOTE


 


	LENDER: [____]	[New York, New York]
	PRINCIPAL AMOUNT: $[____]	[Date]



 


FOR VALUE RECEIVED, the undersigned
(the “Borrowers”) hereby promise to pay to the Lender set forth above (the “Lender”) or its registered
assigns, in lawful money of the United States of America in immediately available funds at the Administrative Agent’s Office (such
term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Amended and Restated First
Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement”), among Option Care Health, Inc., (f/k/a/ the “Parent Borrower”),
the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative
Agent and the Lenders and other parties from time to time party thereto), (i) on the dates set forth in the Credit Agreement, the
principal amounts set forth in the Credit Agreement with respect to [Term B Loans]1 made by the Lender to the Borrowers pursuant
to the Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit
Agreement on the unpaid principal amount of all Term Loans made by the Lender to the Borrowers pursuant to the Credit Agreement.


 


The Borrowers hereby promise
to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates, in each
case, at the rate or rates provided in the Credit Agreement.


 


The Borrowers hereby waive
diligence, presentment, demand, protest and notice of any kind whatsoever, subject to entry in the Register. The non-exercise by the holder
hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.


 


All borrowings evidenced by
this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed
by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto
and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the
holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note.


 


This note is one of the Term
Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon
the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the
amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified.


 


THIS NOTE MAY NOT
BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS TERM NOTE MUST BE RECORDED IN THE REGISTER
MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.


 


THIS NOTE AND ANY CLAIM
OR CONTROVERSY RELATION TO THE SUBJECT MATTER HEREOF, WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 





 



 


1
To be modified as appropriate to reflect Class of Term Loans.


 


[The remainder of this page is intentionally
left blank.]


 






     


     


    

 


	 	OPTION CARE HEALTH, INC. (f/k/a bioscrip, inc.)
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 



 






     


     


    

 


LOANS AND PAYMENTS


 


	Date
	 	Type of Loan 
 Made	 	Amount of 
 Loan
	 	Maturity Date	 	Payments of 
 Principal/ 
 Interest	 	Principal 
 Balance of Note	 	Name of Person
 Making the 
 Notation
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 



 






     


     


    

 


EXHIBIT D-1


 


FORM OF COMPLIANCE
CERTIFICATE1


 


[Date]


 


Reference is made to the Amended
and Restated First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.),
a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party thereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and
other parties from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned, solely
in his/her capacity as a Responsible Officer of the Administrative Borrower, certifies as follows as of the date hereof: 2


 


[1.   Attached
hereto as Exhibit A3 is a consolidated statement of financial condition of the Parent Borrower and its
Subsidiaries as at the end of the fiscal year ended [_____], and the related consolidated statements of income or operations, stockholders’
equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year (provided,
in no event shall any comparison be required to be furnished to the Administrative Agent with respect to any period occurring prior to
the first day of the fiscal year of the Parent Borrower ended December 31, 2019; provided, further, in no event shall
any prior year comparison financial be required to include information with respect to Omega and its Subsidiaries prior to the Closing
Date), all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of [_______]4,
which report and opinion has been prepared in accordance with generally accepted auditing standards and is not subject to any “going
concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than a “going
concern” or like qualification or exception as a result of a prospective or actual default or event of default with respect to
any financial covenant, or the impending maturity of any Indebtedness). [Also attached hereto as Exhibit A are the related
consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any)
(which are not required to be audited and may be in footnote form only) from such consolidated financial statements.]5]


 





 



 




 


		1	The
schedules attached to this Exhibit D-1 shall be updated as necessary to reflect any amendment, restatement, extension, supplement or
other modification to the Credit Agreement. Notwithstanding the foregoing, in the event of any discrepancy between any schedule attached
to this Exhibit D-1 and the corresponding terms of the Credit Agreement, the corresponding terms of the Credit Agreement shall replace
such schedule mutatis mutandis.



 


		2	Schedules
1 through 3 set forth in paragraphs 5, 6 and 7 of the actual Compliance Certificate delivered by the Parent Borrower may differ from
this form of Compliance Certificate to the extent necessary to reflect the terms of the Credit Agreement, as may be amended, restated,
amended and restated, supplemented or modified from time to time.



 


		3	Notwithstanding
anything to the contrary herein, the obligations in paragraph 1 may be satisfied with respect to such applicable financial statements
by furnishing the Parent Borrower’s Form 10-K or 10-Q, as applicable, filed with the SEC.



 


		4	May
be any independent registered public accounting firm of nationally recognized standing or any other independent registered public accounting
firm approved by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned).



 


		5	To
be included only if there are Unrestricted Subsidiaries.



 






     


     


    

 


[1.    Attached
hereto as Exhibit A is a consolidated unaudited statement of financial condition of the Parent Borrower and its Subsidiaries
as at the end of the fiscal quarter ended [_____], and the related unaudited (i) consolidated statements of income or operations
for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such
fiscal quarter and the portion of the fiscal year then ended[, setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year,]6
all in reasonable detail (collectively, the “Financial Statements”). Such Financial Statements fairly present in all
material respects the financial condition, results of operations and cash flows of the Parent Borrower and its Restricted Subsidiaries
in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Exhibit A
are the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries
(if any) (which are not required to be audited and may be in footnote form only) from such consolidated financial statements.]7]


 


2.     [Attached
hereto as Exhibit B are the Projections required to be delivered pursuant to Section 6.01(c) of the Credit Agreement.
Such Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed
by the Borrowers to be reasonable at the time such Projections were furnished to the Administrative Agent. Such Projections are not to
be viewed as facts or as a guarantee of performance or achievement of any particular results, are subject to significant uncertainties
and contingencies many of which are beyond the control of the Parent Borrower and its Restricted Subsidiaries, and actual results may
vary from such Projections and such variations may be material and no assurance can be given that the projected results will be realized.]8


 


3.     [[To
my knowledge, except as otherwise disclosed in writing to the Administrative Agent pursuant to the Credit Agreement, no Default has occurred
and is continuing.] [If unable to provide the foregoing certification, attach an Annex A specifying the details of each Default
that has occurred and is continuing and any action taken or proposed to be taken with respect thereto.]


 


4.     [Attached
hereto as Schedule 1 is a calculation of the First Lien Net Leverage Ratio as of the end of the most recent Test Period, which
calculation is true and correct in all material respects.]9


 


5.     [Attached
hereto as Schedule 2 are reasonably detailed calculations setting forth Excess Cash Flow for the most recently ended fiscal year.]10


 





 



 


		6	No
comparison to any period prior to the Closing Date shall be required.



 


		7	To
be included only if there are Unrestricted Subsidiaries.



 


		8	To
be included only in annual compliance certificates beginning with the fiscal year ended December 31, 2019.



 


		9	To
be included to demonstrate pricing step-down pursuant to the definition of “Applicable Rate”.



 


		10	To
be included only in annual compliance certificate beginning with the annual compliance certificate for fiscal year ending December 31,
2020.



 






     


     


    

 


6.     Attached
hereto as Schedule 3 is the information required to be delivered pursuant to Section 6.02(d) of the Credit Agreement.11]12


 





 



 


		11	To
include (i) a description of each event, condition or circumstance during the last fiscal year covered by this Compliance Certificate
requiring a mandatory prepayment under Section 2.05(b) of the Credit Agreement and (ii) a list of each Subsidiary of the Borrowers that
identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate
(to the extent that there have been any changes in the identity or status as a Restricted Subsidiary or Unrestricted Subsidiary of any
such Subsidiaries since the later of the Closing Date or the most recent list provided).



 


		12	Items
                                            4 and 5 may be disclosed in a separate certificate no later than five (5) Business Days after
                                            delivery of the financial statements pursuant to Section 6.01(a) or 6.01(b), as applicable,
                                            of the Credit Agreement.



 


[The
remainder of this page is intentionally left blank.]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned,
solely in his/her capacity as a Responsible Officer of the Parent Borrower, has executed this certificate for and on behalf of the Parent
Borrower, and has caused this certificate to be delivered as of the date first set forth above.


 


	 	OPTION CARE HEALTH, INC. (f/k/a BIOSCRIP, INC.)
	 	 
	 	By: 	 
	 	Name: 	 
	 	Title: 	 



 






     


     


    

 


SCHEDULE 1

TO COMPLIANCE CERTIFICATE


 


Financial
Statement Date: ____________

Financial Statement Period: ____________


 


The descriptions of the calculations set forth
in this certificate are sometimes abbreviated for simplicity, but are qualified in their entirety by reference to the full text of the
calculations provided in the Credit Agreement.  In the event of any conflict between the terms of this Compliance Certificate and
the Credit Agreement, the Credit Agreement shall control, and any Schedule attached to an executed Compliance Certificate shall be revised
as necessary to conform in all respects to the requirements of the Credit Agreement in effect as of the delivery of such executed Compliance
Certificate.


 


	  (A)	First Lien Net Leverage Ratio: Consolidated First Lien Net Debt to Consolidated EBITDA13
	 	 
	     (1)	Consolidated First Lien Net Debt:	 	 
	 	 	 	 
	 	(a)	the aggregate principal amount of Indebtedness of the Parent Borrower and their Restricted Subsidiaries outstanding on the date of the Financial Statements accompanying this certificate (the “Financial Statement Date”), in an amount that would be reflected on a balance sheet (but excluding the notes thereto) prepared as of such Financial Statement Date on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting or recapitalization accounting in connection with the Transactions or any Permitted Acquisition or any other acquisition permitted under the Credit Agreement) consisting only of Indebtedness for borrowed money and obligations in respect of Capitalized Leases or other purchase money Indebtedness plus without duplication, the aggregate undrawn amount of Designated Revolving Commitments in effect on such date, in each case, that is secured by any Applicable Lien;	 	$_____
	 	 	 	 	 
	 	
    (b)

     
	minus, the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated balance sheet of the Parent Borrower and the Restricted Subsidiaries as of such Financial Statement Date.	 	
     

    $_____ 




 


	provided that Consolidated First Lien Net Debt shall not include Indebtedness (i) in respect of letters of credit, except to the extent of obligations in respect of amounts drawn under standby letters of credit that are unreimbursed for at least two (2) Business Days after such amount is drawn, (ii) owed by Unrestricted Subsidiaries, (iii) obligations in respect of Cash Management Services and (iv) in respect of any Qualified Securitization Financing; it being understood, for the avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated First Lien Net Debt.  For the avoidance of doubt, Indebtedness under the ABL Credit Agreement shall be included in Consolidated First Lien Net Debt.	 	 



 





 



 


		13	Defined
terms used but not capitalized in this Schedule 1 have the meanings assigned to such terms in the Credit Agreement. All section
references in this Schedule 1 refer to sections of the Credit Agreement.



 






     


     


    

 


	 	Consolidated First Lien Net Debt (item (A)(1)(a) minus item (A)(1)(b))	$_____
	 	 	 
	  (2)	Consolidated EBITDA:14	 
	 	 	 
	 	(a)	Consolidated Net Income:	 
	 	 	 	 
	 	 	(i)	the net income of such Person and its Restricted Subsidiaries for the period covered by the financial statements accompanying this certificate (the “Financial Statement Period”), on a consolidated basis, and otherwise determined in accordance with GAAP, excluding, without duplication:	$_____
	 	 	 	 	 
	 	 	 	(A)	any net after-tax effect of extraordinary, non-recurring, exceptional or unusual gains or losses, charges or expenses (including all fees and expenses related thereto), losses, charges or expenses relating to any strategic initiatives (including any multi-year strategic initiatives), Transaction Expenses, restructuring costs and reserves, relocation costs, severance costs and expenses, one-time compensation charges, closing and consolidation costs for facilities, signing, upfront, retention or completion bonuses, executive recruiting and retention costs (including payments made to employees pursuant to non-compete agreements), transition costs, costs incurred in connection with non-ordinary course intellectual property development, integration costs (whether in connection with Permitted Acquisitions, other acquisitions or otherwise), business optimization expenses (including costs and expenses relating to business optimization programs, and new systems design, retention charges, system establishment costs (including information technology systems), technology upgrades and implementation costs and project start-up costs), operating expenses attributable to the implementation of cost-savings initiatives, consulting fees and curtailments and modifications to pension and post-retirement employee benefit plans, in all cases above for such Financial Statement Period	
     

    $_____




 





 



 


		14	For
the avoidance of doubt, Consolidated Net Income (including, for the avoidance of doubt, Consolidated EBITDA) shall be calculated, including
pro forma adjustments, in accordance with Section 1.08 of the Credit Agreement other than for purposes of the definition of Excess Cash
Flow.



 






     


     


    

 


	 	 	 	(B)	the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such Financial Statement Period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP	$_____
	 	 	 	 	 	 
	 	 	 	(C)	any net after-tax effect of any fees (including finder’s fees, broker’s fees or any other fees), expenses or charges  incurred during such Financial Statement Period (including, without limitation, any premiums, make-whole or penalty payments), or any amortization thereof for the Financial Statement Period, in connection with any Investment, Permitted Acquisition or any other acquisition (other than any such other acquisition in the ordinary course of business) permitted under the Credit Agreement, Disposition (other than in the ordinary course of business), or other transfer (other than any such transfer in the ordinary course of business), incurrence or repayment of indebtedness (including such fees, expenses or charges related to the offering and issuance of the Term B Loans, ABL Revolving Credit Commitments, the Unsecured Notes and the syndication and incurrence of any securities or credit facilities), issuance of Equity Interests, recapitalization, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of any securities, the ABL Credit Agreement,  Unsecured Notes any other credit facilities or any other debt instrument) and including, in each case, any such transaction whether consummated on, after or prior to the Closing Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during the Financial Statement Period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with FASB Accounting Standards Codification Topic 805, Business Combinations) 	
     

    

    $_____

	 	 	 	 	 	 
	 	 	 	(D)	accruals and reserves that are established or adjusted within 12 months after the Closing Date that are so required to be established or adjusted as a result of the Transactions (or within 12 months after the closing of any Permitted Acquisition or any other acquisition (other than any such other acquisition in the ordinary course of business) that are so required to be established or adjusted as a result of such Permitted Acquisition or such other acquisition) in accordance with GAAP	$_____



 






     


     


    

 


	 	 	 	(E)	any net after-tax effect of gains or losses on disposal, abandonment (including asset retirement costs) or discontinuance of disposed, abandoned or discontinued operations, as applicable, in each case other than in the ordinary course of business, as determined in good faith by the Administrative Borrower	$_____
	 	 	 	 	 	 
	 	 	 	(F)	any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interests of any Person, in each case other than in the ordinary course of business, as determined in good faith by the Administrative Borrower	
     

     

    $_____

	 	 	 	 	 	 
	 	 	 	(G)	the Net Income for the Financial Statement Period of any Person that is an Unrestricted Subsidiary, and the Net Income for the Financial Statement Period of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting; provided that Consolidated Net Income of a Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently converted into cash or Cash Equivalents) to such Person or a Restricted Subsidiary thereof in respect of such Financial Statement Period by any Subsidiary of such Person that is not a Subsidiary or that is accounted for by the equity method of accounting	$_____
	 	 	 	 	 	 
	 	 	 	(H)	[reserved]15	 
	 	 	 	 	 	 
	 	 	 	(I)	effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP attributable to the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated Permitted Acquisition or other acquisition (other than any such other acquisition in the ordinary course of business) or Investments permitted under the Credit Agreement consummated prior to or after the Closing Date or the amortization or write-off or write-down of any amounts thereof pursuant to GAAP, net of taxes	$_____



 





 



 


		15	Clause
(h) of the definition has been omitted from this Schedule 1 as it is applicable solely for the purpose of determining the amount
available for Restricted Payments under Section 7.06(a)(iii)(A) and the calculation of Excess Cash Flow.



 






     


     


    

 



 


	 	 	 	(J)	any net after-tax effect of income (loss) from the early extinguishment or conversion of (i) Indebtedness, (ii) Swap Contracts or (iii) other derivative instruments	$_____
	 	 	 	(K)	any impairment charge or asset write-off or write-down (other than write-offs, write-downs or impairments with respect to accounts receivable in the normal course or inventory), including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation or in connection with any disposition of assets, in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP	
    

    $_____

	 	 	 	(L)	other non-cash expenses, charges and losses during the Financial Statement Period, in each case other than (A) any non-cash expense, charge or loss charge either (i) expressly excluded from Consolidated Net Income pursuant to another clause of the definition of Consolidated Net Income or (ii) expressly added back to Consolidated EBITDA pursuant to the definition thereof or (B) any non-cash charge representing amortization of a prepaid cash item that was paid and not expensed in a prior period; provided that if any non-cash charges or expenses referred to in this item (L) represents an accrual or reserve for potential cash item in any future period, (i) such Person may elect not to exclude such non-cash charge or expense in the current period or (ii) to the extent such Person elects to exclude such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Net Income in such future period to such extent paid	$_____
	 	 	 	(M)	other non-cash gains during the Financial Statement Period other than (x) to the extent expressly excluded from Consolidated Net Income pursuant to another clause of the definition of Consolidated Net Income, (y) to the extent expressly deducted from Consolidated EBITDA pursuant to the definition thereof, or (z) any non-cash gains that represent the reversal of an accrual or reserve for any anticipated cash charges in any prior period (other than any such accrual or reserve that has been, or, had the Credit Agreement been in effect at such time, would be, excluded in calculating Consolidated Net Income in accordance with this definition) provided that in the case of any non-cash gain, the cash receipt in such future period in respect of any non-cash gain which was excluded from the calculation of Consolidated Net Income pursuant to this item (M) shall be added to Consolidated Net Income in such future period to such extent received	$_____


 



     


     


    




 


	 	 	 	(N)	any equity-based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation rights, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges associated with the rollover, acceleration, or payout of, Equity Interests by management of such Person or of a Restricted Subsidiary or any of its direct or indirect parent companies in connection with the Transactions	
    

    $_____

	 	 	 	(O)	any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be paid for or reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact paid for or reimbursed within 365 days of the date of such determination (with a deduction to be applied to Consolidated Net Income in the applicable future period for any amount so added back in any prior period to the extent not so paid for or reimbursed within the applicable 365-day period)	$_____
	 	 	 	(P)	any net pension or other post-employment benefit costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application of Statement of Financial Accounting Standards Nos. 87, 106 and 112, and any other items of a similar nature	$_____
	 	 	 	(Q)	any non-cash compensation expense resulting from the application of FASB Accounting Standards Codification Topic 718, Compensation—Stock Compensation or FASB Accounting Standards Codification Subtopic 505-50, Equity-Based Payments to Non-Employees	$_____


 



     


     


    




 


	 	 	 	(R)	any net unrealized gain or loss (after any offset) resulting in the Financial Statement Period from Swap Contracts and the application of Accounting Standards Codification Topic 815, Derivatives and Hedging	$_____
	 	 	 	(S)	
    any net unrealized gain or loss (after any
offset) resulting in the Financial Statement Period from currency transaction or translation gains or losses including those related
to currency remeasurements of Indebtedness (including any net loss or gain resulting from (A) Swap Contracts for currency exchange
risk and (B) resulting from intercompany indebtedness among such Person and its Restricted Subsidiaries) and any other foreign currency
transaction or translation gains and losses, to the extent such gain or losses are non-cash items
	
    

    $_____

	 	 	 	(T)	
    any non-cash adjustments resulting from the
application of Accounting Standards Codification Topic 460, Guarantees, or any comparable regulation
	
    

    $_____

	 	 	 	(U)	
    earn-out obligations and other contingent
consideration obligations (including to the extent accounted for as bonuses, compensation or otherwise (and including deferred performance
incentives in connection with Permitted Acquisitions whether or not a service component is required from the transferor or its related
party)) and adjustments thereof and purchase price adjustments
	
    

    $_____



 



     


     


    




 


	 	 	 	(V)	In addition, to the extent not already included in the Consolidated Net Income of such Person in any period and so long as the expenses, charges and losses with respect to which such amounts relate have not been excluded from Consolidated Net Income of such Person in any period, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Permitted Acquisition, Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Credit Agreement.	$_____


 


	 	 	Consolidated Net Income (items (A)(2)(a)(i) minus the sum of items (A)(2)(a)(i)(A) through (V))	$_____
	 	(b)	increased (without duplication) by the following, in each case (other than in the case of items (A)(2)(b)(vii), (A)(2)(b)(ix) and (A)(2)(b)(xi) below) to the extent deducted (and not added back) in determining Consolidated Net Income, for such Financial Statement Period with respect to such Person and its Restricted Subsidiaries: 	 
	 	 	(i)	total interest expense determined in accordance with GAAP (including, to the extent deducted and not added back in computing Consolidated Net Income, (A) amortization of OID resulting from the issuance of Indebtedness at less than par, (B) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (C) non-cash interest payments, (D) the interest component of Capitalized Leases, (E) net payments, if any, pursuant to interest Swap Contracts with respect to Indebtedness, (F) amortization of deferred financing fees, debt issuance costs, commissions and fees and (G) the interest component of any pension or other post-employment benefit expense) and, to the extent not reflected in such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, net of interest income and gains on such hedging obligations or other derivative instruments, and costs of surety bonds in connection with financing activities (whether amortized or immediately expensed)	$_____
	 	 	(ii)	provision for taxes based on income or profits or capital gain, including, federal, state, local, franchise, property and similar taxes and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations)	$_____


 






    10


     


    

 


	 	 	(iii)	Consolidated Depreciation and Amortization Expense for such Financial Statement Period	$_____
	 	 	(iv)	the amount of any non-controlling interest or minority interest expense consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly-owned Subsidiaries	
    

    $_____

	 	 	(v)	[Reserved]	
    $_____

	 	 	(vi)	any costs or expenses incurred pursuant to any management equity plan, stock option plan or any other management, director or employee benefit plan, agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Equity Interests) solely to the extent that such cash proceeds are excluded from the calculation set forth in Section 7.06(a) of the Credit Agreement and shall not be, and have not been, designated an Excluded Contribution	$_____
	 	 	(vii)	the amount of “run rate” cost savings, synergies and operating expense reductions or other operating improvements (including, in each case, as a result of any Specified Transaction) projected by the Administrative Borrower in good faith to result from actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken no later than twenty-four (24) months after the end of the Financial Statement Period (calculated on a pro forma basis as though such cost savings, operating expense reductions or other operating improvements and synergies had been realized on the first day of such period for which Consolidated EBITDA is being determined and if such cost savings, operating expense reductions or other operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that such cost savings, operating expense reductions or other operating improvements and synergies are reasonably identifiable and factually supportable in the good faith judgment of the Administrative Borrower (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken); provided the amounts under this clause (vii) in any Test Period, together with any increase pursuant to Section 1.08(c)(E) of the Credit Agreement shall, in the aggregate not exceed 35.0% of Consolidated EBITDA for such Test Period (calculated after giving effect to adjustments under this clause (vii) and all other applicable adjustments pursuant to the definition of “Consolidated EBITDA” under the Credit Agreement);	$_____


 



     


     


    




 


	 	 	(viii)	[reserved]	$_____
	 	 	(ix)	cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period and not added back	$_____
	 	 	(x)	the amount of loss on sales of Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Financing	$_____
	 	 	(xi)	such other adjustments and addbacks (i)  evidenced or contained in a due diligence quality of earnings report made available to the Administrative Agent prepared by (x) a “big four” nationally recognized accounting firm or (y) any other accounting firm reasonably acceptable to the First Lien Administrative Agent or (ii) consistent with Regulation S-X	$_____


 


	 	(c)	decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for the Financial Statement Period: any non-cash gains with respect to cash actually received in a prior period unless such cash did not increase, or was otherwise not included in, Consolidated EBITDA in any prior period	$_____
	 	Consolidated EBITDA  (Consolidated Net Income plus the sum of items (A)(2)(b)(i) through (xi) minus item (A)(2)(c))	$_____
	 	Consolidated First Lien Net Debt to Consolidated EBITDA	____: 1.00
	 	 	 	 


 



     


     


    




 


SCHEDULE 2

TO COMPLIANCE CERTIFICATE


 


	(B) Excess Cash Flow Calculation16 17	 
	(a)	the sum, without duplication, of:	 
	 	(i)	Consolidated Net Income for such Financial Statement Period18	$_____
	 	(ii)	an amount equal to the amount of all non-cash expenses, charges or losses (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period	$_____
	 	(iii)	decreases in Consolidated Working Capital for such Financial Statement Period (other than any such decreases arising from acquisitions (outside of the ordinary course of business), Permitted Acquisitions or Dispositions by the Borrowers and the Restricted Subsidiaries completed during the Financial Statement Period or the application of purchase accounting or recapitalization accounting)	$_____
	 	(iv)	an amount equal to all cash received for such Financial Statement Period on account of any net non-cash gain or income from Investments deducted in a previous period pursuant to item (B)(b)(iv) below	$_____



 





 






		16	To be included only in annual compliance certificate beginning with the annual compliance certificate
for fiscal year ending December 31, 2019.



 


		17	Defined terms used but not capitalized in this Schedule 2 have the meanings assigned to such terms
in the Credit Agreement. All section references in this Schedule 2 refer to sections of the Credit Agreement.



 


		18	The calculation of Consolidated Net Income set forth on Schedule 1 to the Compliance Certificate
includes pro forma adjustments in accordance with Section 1.08 of the Credit Agreement. Such pro forma adjustments shall not be made for
determining Excess Cash Flow on this Schedule 2. Additionally, Consolidated Net Income for the purposes of determining Excess Cash
Flow shall exclude the following:



 


		(h)	solely for the purpose of determining the amount available for Restricted Payments under Section 7.06(a)(iii)(A)
and the calculation of Excess Cash Flow, the Net Income for the Financial Statement Period of any Restricted Subsidiary (other than any
Borrower (other than a Parent Borrower) or any Guarantor) to the extent that the declaration or payment of dividends or similar distributions
by that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval
(which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders (other than restrictions
that have been waived or otherwise released); provided that Consolidated Net Income of a Person will be increased by the amount of dividends
or other distributions or other payments actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents),
or, without duplication, the amount that could have been paid in cash without violating any such restriction or requiring any such approval,
to such Person in respect of such Financial Statement Period, to the extent not already included therein.





 






     


     


    

 


		(v)	an amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of cash taxes paid in such Financial Statement Period	$_____
	 	(vi)	cash payments received in respect of Swap Contracts or other derivative instruments during such fiscal year to the extent not included in arriving at such Consolidated Net Income	$_____
	 	(vii)	amounts deducted from Consolidated Net Income during such Financial Statement Period representing expenditures made during any prior period for which a deduction from Excess Cash Flow was made in such period pursuant to items (B)(b)(ix), (xii), (xiii) or (xiv) below	$_____
	 	(viii)	any amounts required to be added back to Excess Cash Flow in the Financial Statement Period pursuant to item (B)(b)(xi) below	$_____
	(b)	the sum (to the extent not deducted or excluded in determining Consolidated Net Income), without duplication, of:	 
	 	(i)	an amount equal to (x) the amount of all non-cash credits (including, to the extent constituting non-cash credits, without limitation, amortization of deferred revenue acquired as a result of the Transaction or any Permitted Acquisition) included in arriving at Consolidated Net Income in the Financial Statement Period (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described in item (B)(a)(ii) above) and (y) cash charges, losses or expenses excluded in arriving at Consolidated Net Income for such Financial Statement Period by virtue of items (A)(2)(a)(i)(A) through (A)(2)(a)(i)(X) in the calculation of Consolidated Net Income in Schedule 1 to this Compliance Certificate 	$_____
	 	(ii)	without duplication of amounts deducted pursuant to item (B)(b)(xi) below in prior fiscal years or pursuant to Section 2.05(b)(i) of the Credit Agreement, the amount of Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property to the extent not expensed or accrued during the Financial Statement Period and/or made in cash during the Financial Statement Period, except to the extent financed with the proceeds of long term Indebtedness (other than revolving Indebtedness) of the Parent Borrower and the Restricted Subsidiaries	$_____



 






     


     


    

 


	 	(iii)	the aggregate amount of all principal payments (including (I) the principal component of payments in respect of Capitalized Leases and (II) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07 of the Credit Agreement) and repayments of Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries, except to the extent financed with the proceeds of long term Indebtedness (other than revolving Indebtedness) of a Borrower or any of its Restricted Subsidiaries, but excluding principal payments and repayments of (A) Revolving Credit Loans or other Revolving Credit Exposure (unless there is a corresponding reduction in commitments thereunder and to the extent not otherwise deducted from the Applicable ECF Percentage of Excess Cash Flow pursuant to Section 2.05(b)(i)(B) of the Credit Agreement in any prior fiscal year), (B) Indebtedness in respect of the ABL Revolving Loans or any other revolving credit facility (unless there is a corresponding reduction in commitments thereunder and to the extent not otherwise deducted from the Applicable ECF Percentage of Excess Cash Flow pursuant to Section 2.05(b)(i)(B) of the Credit Agreement in any prior fiscal year), (C) all prepayments of Term Loans by the Parent Borrower or any of its Restricted Subsidiaries, (D) Indebtedness to the extent otherwise deducted from the Applicable ECF Percentage of Excess Cash Flow pursuant to Section 2.05(b)(i)(B) of the Credit Agreement in any prior fiscal year and (E) any Junior Financing to the extent not permitted to be made pursuant to Section 7.06 of the Credit Agreement, in each case, including any debt buyback conducted pursuant to a Dutch auction or open market purchase based on actual amounts paid 	
     $_____

	 	(iv)	an amount equal to the aggregate net non-cash gain or income from Investments (other than Investments made in the ordinary course of business) to the extent included in arriving at Consolidated Net Income	$_____
	 	(v)	increases in Consolidated Working Capital for the Financial Statement Period (other than any such increases arising from acquisitions (outside the ordinary course of business), Permitted Acquisitions or Dispositions by a Borrower or any of its Restricted Subsidiaries completed during such period or the application of purchase accounting or recapitalization accounting)	$_____
	 	(vi)	cash payments by the Parent Borrower or any of its Restricted Subsidiaries during such period in respect of long-term liabilities of the Parent Borrower or any of its Restricted Subsidiaries other than Indebtedness to the extent such payments are not expensed during such Financial Statement Period or are not deducted (or were excluded) in calculating Consolidated Net Income and except to the extent financed with the proceeds of long term Indebtedness (other than revolving Indebtedness) of the Parent Borrower or any of its Restricted Subsidiaries	$_____
	 	(vii)	[Reserved]	 
	 	(viii)	[Reserved]	 
	 	(ix)	the aggregate amount of expenditures actually made by the Parent Borrower or any of its Restricted Subsidiaries in cash during the Financial Statement Period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed during the Financial Statement Period or are not deducted (or were excluded) in calculating Consolidated Net Income during the Financial Statement Period except to the extent financed with the proceeds of long term Indebtedness (other than revolving Indebtedness) of the Parent Borrower or any of its Restricted Subsidiaries	
     $_____




 






     


     


    

 


	 	(x)	the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Parent Borrower or any of its Restricted Subsidiaries during such Financial Statement Period that are required to be made in connection with any prepayment of Indebtedness except to the extent such payments were financed with the proceeds of long term Indebtedness (other than revolving Indebtedness) of the Parent Borrower and its Restricted Subsidiaries	$_____
	 	(xi)	without duplication of amounts deducted from Excess Cash Flow in prior periods, at the option of the Administrative Borrower, the aggregate consideration required to be paid in cash by the Parent Borrower or any of its Restricted Subsidiaries to a Person that is not the Parent Borrower or any Restricted Subsidiary thereof pursuant to binding contracts or executed letters-of-intent (the “Contract Consideration”) entered into prior to or during such period, or, at the Parent Borrower’s option, after the end of such period and prior to the date of such Excess Cash Flow payment for such period, relating to Permitted Acquisitions or other permitted Investments, Restricted Payments, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property to the extent not expensed and expected to be consummated or made, in each case during the period of four consecutive fiscal quarters of the Parent Borrower following the end of such period; provided that to the extent the aggregate amount of cash actually utilized to finance such Permitted Acquisitions, permitted Investments, Restricted Payments, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property 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; provided, further, that, without duplication to the immediately preceding proviso, to the extent such cash actually utilized to finance such Permitted Acquisitions, permitted Investments, Restricted Payments, Capital Expenditures, Capitalized Software Expenditures or acquisitions of intellectual property, during such period of four consecutive fiscal quarters is financed with the proceeds of long term Indebtedness (other than revolving Indebtedness) of the Parent Borrower or any of its Restricted Subsidiaries, such amount 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 cash taxes paid or payable (to the extent, without duplication, not deducted in any prior period pursuant to this item (xii)) in the Financial Statement Period (including any Tax reserves set aside and without duplication with respect to the Financial Statement Period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for the Financial Statement Period)	$_____



 






     


     


    

 


	 	(xiii)	cash expenditures in respect of Swap Contracts during the Financial Statement Period to the extent not deducted in arriving at such Consolidated Net Income	$_____
	 	(xiv)	any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset	$_____
	 	(xv)	reimbursable or insured expenses incurred for such period to the extent that such reimbursement has not yet been received and to the extent not deducted in arriving at such Consolidated Net Income	$_____
	 	(xvi)	cash expenditures for costs and expenses (including retention, recruiting, relocation, stay and signing bonuses and expenses) in connection with the Transactions (including all Transaction Expenses), acquisitions, Investments, Restricted Payments, dispositions and the issuance of equity interests or Indebtedness, repayment of debt, issuance of equity securities, refinancing transactions or amendments or other modifications of any debt instrument (including, in each case, any such transaction consummated on the Closing Date and any such transaction undertaking but not completed), in each case, to the extent not deducted in arriving at such Consolidated Net Income and to the extent not financed with the proceeds of any long-term Indebtedness (other than revolving loans) of the Parent Borrower and its Restricted Subsidiaries	$_____
	Excess Cash Flow (the sum of items (B)(a)(i) through (ix) minus the sum of items (B)(b)(i) through (xvi))	$_____



 









     


     


    

 


 


SCHEDULE 3

TO COMPLIANCE CERTIFICATE


 


		A.	Description of events, conditions or circumstances requiring
mandatory prepayment under     Section 2.05(b)



 


		B.	Subsidiaries of the Borrowers19



 


	Name	Restricted / Unrestricted
	 	 
	 	 
	 	 


 





 






		19	To the extent that there have been any changes in the identity or status as a Restricted Subsidiary or
an Unrestricted Subsidiary of any such Subsidiaries since the later of the Closing Date or the most recent list provided.



 






     


     


    

 


EXHIBIT D-2


 


FORM OF SOLVENCY CERTIFICATE


 


[_______]


 


This
Solvency Certificate is being executed and delivered pursuant to Section 4.01(a)(viii) of that certain Amended and Restated
First Lien Credit Agreement, dated as of October 27, 2021, among Option Care Health, Inc. (f/k/a BioScrip, Inc.),
a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party thereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and
other parties from time to time party thereto (the “First Lien Credit Agreement”) and Section 4.01(a)(viii) of
that certain ABL Credit Agreement, dated as of August 6, 2019 (as amended by that certain Amendment No. 1 dated as of October 5,
2020, as further amended by that certain Amendment No. 2, dated as of January 21, 2021 and as further amended by that certain
Amendment No. 3, dated as of October 27, 2021), among the Borrowers, the Guarantors party thereto from time to time, Bank of
America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank and the Lenders and other parties from time to time party thereto
(the “ABL Credit Agreement” and, together with the First Lien Credit Agreement, collectively, the “Credit
Agreements” and each a “Credit Agreement”); the terms defined therein being used herein as therein defined.


 


I, [●],
the [chief financial officer/equivalent officer] of each of the Parent Borrower, solely in such capacity and not in an individual
capacity, hereby certify that I am the [chief financial officer/equivalent officer] of the Parent Borrower and that I am
generally familiar with the business and assets of the Parent Borrower and its Subsidiaries (taken as a whole), I have made such
other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this Solvency Certificate on behalf
of the Parent Borrower pursuant to each of the Credit Agreements.


 


I further certify, solely
in my capacity as [chief financial officer/equivalent officer] of the Parent Borrower, and not in my individual capacity,
as of the date hereof and after giving effect to the Transactions and the incurrence of the indebtedness and obligations being incurred
in connection with the Credit Agreements and the Transactions on the date hereof, that, (a) the sum of the debt (including contingent
liabilities) of the Parent Borrower and its Subsidiaries, taken as a whole, does not exceed the present fair saleable value (on a going
concern basis) of the assets of the Parent Borrower and its Subsidiaries, taken as a whole; (b) the capital of the Parent Borrower
and its Subsidiaries, taken as a whole, is not unreasonably small in relation to the business of the Parent Borrower and its Subsidiaries,
taken as a whole, contemplated as of the date hereof; and (c) the Parent Borrower and its Subsidiaries, taken as a whole, do not
intend to incur, or believe that they will incur, debts including current obligations beyond their ability to pay such debt as they mature
in the ordinary course of business. For the purposes hereof, the amount of any contingent liability at any time shall be computed as the
amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected
to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement
of Financial Accounting Standard No. 5).


 


[Signature Page Follows]


 






     


     


    

 





IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate
in such undersigned’s capacity as [chief financial officer] of the Parent Borrower, on behalf of the Parent Borrower, and not individually,
as of the date first stated above.


 


	 	OPTION CARE HEALTH, INC. (f/k/a BIOSCRIP,

 INC.)
	 	 
	 	By:	 
	 	Name:
	 	Title:






 









     


     


    

 


EXHIBIT E-1


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


This Assignment and Assumption
(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions for Assignment set forth in Annex 1 attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all
of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities
as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective Facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective
capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any
of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations
sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein
collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor
and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. Bank of
America, acting solely as Administrative Agent, shall record this Assignment and Assumption in the Register as of the Effective Date.


 





 






		1	For bracketed language here and elsewhere in this form relating
to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple
Assignors, choose the second bracketed language.



 


		2	For bracketed language here and elsewhere in this form relating
to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple
Assignees, choose the second bracketed language.



 


		3	Select as appropriate.



 


		4	Include bracketed language if there are either multiple Assignors
or multiple Assignees.



 






     


     


    

 


	1.	Assignor[s]:	___________________________
	 	 	 
	 	 	___________________________
	 	 	 
	2.	Assignee[s]:	___________________________
	 	 	 
	 	 	___________________________
	 	 	 
	 	[for each Assignee, indicate if [Affiliate][Approved Fund] of [identify Lender]]
	 	 
	3.	Affiliate Status:                           	
    The Assignee [is]
    [is not] an Affiliated Lender5

    The Assignee [is] [is not] a Debt Fund Affiliate

	 	 	 	 


 





	4.	Borrower:	Option Care Health, Inc. (f/k/a BioScrip, Inc.) (the “Administrative Borrower”)
	 	 	 
	5.	Administrative Agent:	Bank of America, N.A., including any successor thereto, as the administrative agent (the “Administrative Agent”) under the Credit Agreement 
	 	 	 
	6.	Credit Agreement:	Amended and Restated First Lien Credit Agreement, dated as of October 27, 2021 among Option Care Health, Inc.  (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto (the “Credit Agreement”).
	 	 	 
	7.	Assigned Interest:	 


 


	Assignor[s]6	Assignee[s]7	
    Facility

    Assigned8
	
    Aggregate

    Amount of

    Commitment/Loans

    for all Lenders of Facility subject to Assignment9
	
    Amount of

    Commitment/Loans

    Assigned of Facility subject to Assignment
	
    Percentage

    Assigned of

    Commitment/

    Loans of Facility subject to Assignment 10
	
    CUSIP

    Number

	 	 	 	 	 	 	 
	 	 	____________	$________________	$_________	____________%	 
	 	 	____________	$________________	$_________	____________%	 
	 	 	____________	$________________	$_________	____________%	 


 





	[8.	Trade Date:	__________________]11


 


Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 





 






		5	If Assignee is an Affiliated Lender, use Exhibit L to the Credit
Agreement.






 


		6	List each Assignor, as appropriate.



 


		7	List each Assignee, as appropriate.



 


		8	Fill in the appropriate terminology for the classes of Facilities
under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Term B Loans”, “Incremental
Term Loans” “Incremental Revolving Credit Commitments”, “Refinancing Term Loans”, “Refinancing Revolving
Credit Commitments”, “Extended Term Loans”, “Extended Revolving Credit Commitments”, etc.).



 


		9	Amounts in this column and in the column immediately to the right
to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.



 


		10	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.



 


		11	To be completed if the Assignor and the Assignee intend that the
minimum assignment amount is to be determined as of the Trade Date.



 






     


     


    

 





The terms set forth in this Assignment and Assumption
are hereby agreed to:


 


	 	 	ASSIGNOR
	 	 	[NAME OF ASSIGNOR]
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	 	 	ASSIGNEE
	 	 	 
	 	 	[NAME OF ASSIGNEE]
	 	 	 
	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:
	 	 	 
	[Consented to and]12 Accepted for Recordation in the Register:	 	 
	 	 	 
	BANK OF AMERICA, N.A., as Administrative Agent	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 
	 	 	 
	[Consented to]:13	 	 
	 	 	 
	OPTION CARE HEALTH, INC. (f/k/a BIOSCRIP, INC.)	 	 
	 	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title:	 	 



 





 






		12	To be added only if the consent of the Administrative Agent is
required by the terms of the Credit Agreement.



 


		13	To be added only if the consent of the Administrative Borrower
is required by the terms of the Credit Agreement.



 




    	 



    	 



    

 


ANNEX 1

TO ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1.            Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has
full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated
in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or
any other Person of any of their respective obligations under any Loan Document.


 


1.2.            Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(a) of the Credit Agreement
(subject to such consents, if any, as may be required under Section 10.07(b) of the Credit Agreement), (iii) from and after
the Effective Date referred to in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or
the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of
such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies
of the most recent financial statements delivered pursuant to Section 6.01(a) (b) thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption
and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter
into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii) attached hereto is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant
to Section 3.01 of the Credit Agreement, duly completed and executed by [the][such] Assignee and (viii) it is not a Disqualified
Institution; (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor
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 Loan Documents, and (ii) it will perform in accordance with their terms all of
the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) appoints and authorizes
the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents
(including any Intercreditor Agreement) as are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof,
together with such powers as are reasonably incidental thereto.


 






     


     


    

 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including
payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.


 


3.            General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
permitted successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging
means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of New York. This Assignment and Assumption shall not be
effective until recorded in the Register.


 









     


    

 



 


EXHIBIT E-2


 


FORM OF NOTICE OF AFFILIATE ASSIGNMENT


 


Bank of America, N.A., as Administrative Agent 


900 W. Trade St., 6th Floor 


NC1-026-06-03 


Charlotte, NC 28255 


Attention: Melissa Mullis 


Tel: 980-386-9372 


Facsimile: 704-409-0617 


Email: melissa.mullis@baml.com


 


		Re:	Amended and Restated First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Option Care
Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company” or the “Parent Borrower”),
the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative
Agent and the Lenders and other parties from time to time party thereto.



 


Dear Sir:


 


The undersigned (the “Proposed
Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(k) of the Credit Agreement, that


 


(a)            it
has entered into an agreement to purchase via assignment a portion of the Term Loans under the Credit Agreement,


 


(b)            the
assignor in the proposed assignment is [_______________],


 


(c)            immediately
after giving effect to such assignment, the Proposed Affiliate Assignee will be an Affiliated Lender,


 


(d)            the
principal amount of Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is $______________,


 


(e)            the
aggregate amount of all Term Loans held by such Proposed Affiliate Assignee and each other Affiliated Lender after giving effect
to the assignment hereunder (if accepted) is $[________________],


 


(f)            it,
in its capacity as a Term Lender under the Credit Agreement, hereby waives any right to bring any action against the Administrative Agent
with respect to the Term Loans that are the subject of the proposed assignment hereunder, and


 


(g)            the
proposed effective date of the assignment contemplated hereby is [___________, 20__].


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	[EXACT LEGAL NAME OF PROPOSED AFFILIATE ASSIGNEE]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 
	 	 	Phone Number: 
	 	 	Fax: 
	 	 	Email: 
	 	 
	 	Date:_______



 



     


     


    




 


EXHIBIT E-3


 


FORM OF ACCEPTANCE AND PREPAYMENT NOTICE


 


Date: ______, 20__


 


To: [Bank of America, N.A.], as Auction Agent


 


Ladies and Gentlemen:


 


This
Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.05(a)(v)(D) of that certain Amended and
Restated First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Credit Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.),
a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party thereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and
other parties from time to time party thereto, and (b) that certain Solicited Discounted Prepayment Notice, dated ______, 20__, from
the applicable Borrower Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not
otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.


 


Pursuant to Section 2.05(a)(v)(D) of
the Credit Agreement, the Borrower Party hereby irrevocably notifies you that it accepts offers delivered in response to the Solicited
Discounted Prepayment Notice having an Offered Discount equal to or greater than [[__]% in respect of the Term Loans] [[__]% in respect
of the [__]1 Class of Term Loans] (the “Acceptable Discount”) in an aggregate amount not to exceed
the Solicited Discounted Prepayment Amount.


 


The
Borrower Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Term Lender of the [__]2
Class of Term Loans] that no Event of Default has occurred and is continuing.


 


The Borrower Party acknowledges
that the Auction Agent and the relevant Term 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 Party requests
that the Auction Agent promptly notify each Term Lender party to the Credit Agreement of this Acceptance and Prepayment Notice.


 


The Borrower Party expressly
agrees that this Acceptance and Prepayment Notice shall be irrevocable and is subject to the provisions of Section 2.05(a)(v)(D) of
the Credit Agreement.


 


[The
remainder of this page is intentionally left blank.]


 





 






	1	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



		2	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).




 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Acceptance and Prepayment Notice as of the date first above written.


 


	 	[NAME OF applicable BORROWER Party]
	 	 
	 	By: 	 
	 	Name: 
	 	Title:



 



     


     


    

 


EXHIBIT E-4


 


FORM OF DISCOUNT RANGE PREPAYMENT NOTICE


 


Date: ______, 20__


 


To: [Bank of America, N.A.], as Auction Agent


 


Ladies and Gentlemen:


 


This
Discount Range Prepayment Notice is delivered to you pursuant to Section 2.05(a)(v)(C) of that certain Amended and Restated
First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.),
a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party thereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and
other parties from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed
to such terms in the Credit Agreement.


 


Pursuant to Section 2.05(a)(v)(C) of
the Credit Agreement, the Borrower Party hereby requests that [each Term Lender] [each Term Lender of the [__]1 Class of
Term Loans] 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 Party to [each Term
Lender] [each Term Lender of the [__]2
Class of Term Loans].


 


2.            The
maximum aggregate principal amount of the Discounted Term Loan Prepayment that will be made in connection with this solicitation is [$[__]
of Term Loans] [$[__] of the [__]3 Class of Term Loans] (the “Discount Range Prepayment Amount”).4


 


3.            The
Borrower Party is willing to make Discounted Term Loan Prepayments at a percentage discount to par value greater than or equal
to [[__]% but less than or equal to [__]% in respect of the Term Loans] [[__]% but less than or equal to [__]% in respect of the [__]5
Class of Term Loans] (the “Discount Range”).


 


To
make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Discount Range Prepayment Offer
by no later than 5:00 p.m., New York time, on the date that is the third Business Day6 following the date of delivery
of this notice pursuant to Section 2.05(a)(v)(C) of the Credit Agreement.


 





 






	1	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



	2	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



		3	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).



 


	4	Minimum of $5,000,000 and whole increments of $1,000,000 in excess thereof.
	 	 



	5	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).




 


	6	Which date may be extended for a period not exceeding three (3) Business Days upon notice by the applicable
Borrower Party to, and with the consent of, the Auction Agent.
	 	 









     


     


    

 


The
Borrower Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Term Lender of the [__]7
Class of Term Loans] that no Event of Default has occurred and is continuing.


 


The Borrower Party acknowledges
that the Auction Agent and the relevant Term 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 Party requests
that the Auction Agent promptly notify each relevant Term Lender party to the Credit Agreement of this Discount Range Prepayment Notice.


 


The Borrower Party expressly
agrees that this Discount Range Prepayment Notice shall be irrevocable and is subject to the provisions of Section 2.05(a)(v)(C) of
the Credit Agreement.


 


[The
remainder of this page is intentionally left blank.]


 


 






		7	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).




 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Discount Range Prepayment Notice as of the date first above written.


 


	 	[NAME OF applicable borrower party]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Enclosure: Form of Discount Range Prepayment Offer


 



     


     


    




 


EXHIBIT E-5


 


FORM OF DISCOUNT RANGE PREPAYMENT OFFER


 


Date: ______, 20__


 


To: [Bank of America, N.A.], as Auction Agent


 


Ladies and Gentlemen:


 


Reference
is made to (a) the Amended and Restated First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Option Care
Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company” or the “Parent Borrower”),
the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative
Agent and the Lenders and other parties from time to time party thereto., and (b) the Discount Range Prepayment Notice, dated ______,
20__, from the applicable Borrower Party (the “Discount Range Prepayment Notice”). Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to such terms in the Discount Range Prepayment Notice or, to the extent not
defined therein, in the Credit Agreement.


 


The undersigned Term Lender
hereby gives you irrevocable notice, pursuant to Section 2.05(a)(v)(C) 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 Term Loans] [the [__]1 Class of Term
Loans] held by the undersigned.


 


2.            The
maximum aggregate principal amount of the Discounted Term Loan Prepayment that may be made in connection with this offer shall
not exceed (the “Submitted Amount”):


 


[Term Loans - $[__]]


 


[the [__]2 Class of
Term Loans - $[__]]


 


3.            The
percentage discount to par value at which such Discounted Term Loan Prepayment may be made is [[__]% in respect of the Term Loans] [[__]%
in respect of the [__]3 Class of Term Loans] (the “Submitted Discount”).


 


The undersigned Lender hereby
expressly and irrevocably consents and agrees to a prepayment of its [Term Loans] [[__]4 Class of Term Loans] indicated
above pursuant to Section 2.05(a)(v)(C) 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.


 





 






	1	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



	2	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



	3	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



		4	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).




 






     


     


    

 


The
undersigned Lender hereby acknowledges and agrees that in connection herewith, (1) the Borrowers or any Borrower Party then
may have, and later may come into possession of, Excluded Information, (2) such Lender has independently, and without reliance on
the Borrowers, any of their Subsidiaries, the Administrative Agent or any of their respective Affiliates, made its own analysis and determination
to participate in such prepayment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of
the Borrowers, Borrower Parties or Sponsor or any of their respective Affiliates shall be required to make any representation that it
is not in possession of Material Non-Public Information and all parties to the relevant transactions shall render customary “big
boy” disclaimer letters, (4) none of the Borrowers, their 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 Borrowers, their Subsidiaries, the Administrative Agent and their respective Affiliates, under applicable
laws or otherwise, with respect to the nondisclosure of the Excluded Information, and (5) the Excluded Information may not be available
to the Administrative Agent or the other Lenders.


 


[The
remainder of this page is intentionally left blank.]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Discount Range Prepayment Offer as of the date first above written.


 


	 	[NAME OF LENDER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    

 


EXHIBIT E-6


 


FORM OF SOLICITED DISCOUNTED PREPAYMENT
NOTICE


 


Date: ______, 20__


 


To: [Bank of America, N.A.], as Auction Agent


 


Ladies and Gentlemen:


 


This
Solicited Discounted Prepayment Notice is delivered to you pursuant to Section 2.05(a)(v)(D) of that certain Amended and Restated
First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise modified
in writing from time to time, the “Credit Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.),
a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party thereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and
other parties from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed
to such terms in the Credit Agreement.


 


Pursuant to Section 2.05(a)(v)(D) of
the Credit Agreement, the Borrower Party hereby requests that [each Term Lender] [each Term Lender of the [__]1 Class of
Term Loans] 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 Party to [each Term Lender] [each
Term Lender of the [__]2 Class of Term Loans].


 


2.            The
maximum aggregate amount of the Discounted Term Loan Prepayment that will be made in connection with this solicitation is (the “Solicited
Discounted Prepayment Amount”):3


 


[Term Loans - $[__]]


 


[[__]4 Class of
Term Loans - $[__]]


 


To
make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Solicited Discounted Prepayment
Offer by no later than 5:00 p.m., New York time5 on the date that is the third Business Day following delivery
of this notice pursuant to Section 2.05(a)(v)(D) of the Credit Agreement.


 





 






	1	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



	2	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



	3	Minimum of $5,000,000 and whole increments of $1,000,000 in excess thereof.
	 	 



	4	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



		5	Which date may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower
Party to the Auction Agent.




 






     


     


    

 


The Borrower Party requests
that the Auction Agent promptly notify each Term Lender party to the Credit Agreement of this Solicited Discounted Prepayment Notice.


 


The Borrower Party expressly
agrees that this Solicited Discounted Prepayment Notice shall be irrevocable and is subject to the provisions of Section 2.05(a)(v)(D) of
the Credit Agreement.


 


[The
remainder of this page is intentionally left blank.]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Solicited Discounted Prepayment Notice as of the date first above written.


 


	 	[NAME OF applicable BORROWER PARTY]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Enclosure: Form of Solicited Discounted Prepayment Offer


 



     


     


    




 


EXHIBIT E-7


 


FORM OF SOLICITED DISCOUNTED PREPAYMENT
OFFER


 


Date: ______, 20__


 


To: [Bank of America, N.A.], as Auction Agent


 


Ladies and Gentlemen:


 


Reference
is made to (a) the Amended and Restated First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Option Care
Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company” or the “Parent Borrower”),
the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative
Agent and the Lenders and other parties from time to time party thereto, and (b) the Solicited Discounted Prepayment Notice, dated
______, 20__, from the applicable Borrower Party (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 by or before no later than 5:00 p.m. New York time on the third Business
Day following your receipt of this notice.


 


The undersigned Term Lender
hereby gives you irrevocable notice, pursuant to Section 2.05(a)(v)(D) of the Credit Agreement, that it is hereby offering to
accept a Discounted Loan Prepayment on the following terms:


 


1.            This
Solicited Discounted Prepayment Offer is available only for prepayment on the [Term Loans][[__]1 Class of Term Loans]
held by the undersigned.


 


2.            The
maximum aggregate principal amount of the Discounted Term Loan Prepayment that may be made in connection with this offer shall not exceed
(the “Offered Amount”):


 


[Term Loans - $[__]]


 


[[__]2 Class of
Term Loans - $[__]]


 


3.            The
percentage discount to par value at which such Discounted Term Loan Prepayment may be made is [[__]% in respect of the Term Loans] [[__]%
in respect of the [__]3 Class of Term Loans] (the “Offered Discount”).


 





 






	1	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



	2	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



		3	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).




 












     


     


    

 


The undersigned Lender hereby
expressly and irrevocably consents and agrees to a prepayment of its [Term Loans] [[__]4 Class of Term Loans] pursuant
to Section 2.05(a)(v)(D) of the Credit Agreement at a price equal to the Acceptable Discount and in an aggregate outstanding
amount not to exceed such Term 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 hereby
acknowledges and agrees that in connection herewith, (1) the Borrowers or any Borrower Party then may have, and later may come into
possession of, Excluded Information, (2) such Lender has independently, and without reliance on the Borrowers, any of their Subsidiaries,
the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such prepayment
notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Borrowers, Borrower Parties or
Sponsor or any of their respective Affiliates shall be required to make any representation that it is not in possession of Material Non-Public
Information and all parties to the relevant transactions shall render customary “big boy” disclaimer letters, (4) none
of the Borrowers, their 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 Borrowers,
their Subsidiaries, the Administrative Agent and their respective Affiliates, under applicable laws or otherwise, with respect to the
nondisclosure of the Excluded Information, and (5) the Excluded Information may not be available to the Administrative Agent or the
other Lenders.


 


[The
remainder of this page is intentionally left blank.]


 





 






	4

                                                   
	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).




 



     


     


    




 


IN WITNESS WHEREOF, the undersigned has executed
this Solicited Discounted Prepayment Offer as of the date first above written.


 


	 	[NAME OF LENDER]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



     


     


    




 


EXHIBIT E-8


 


FORM OF SPECIFIED DISCOUNT PREPAYMENT NOTICE


 


Date: ______, 20__


 


To: [Bank of America, N.A.], as Auction Agent


 


Ladies and Gentlemen:


 


This
Specified Discount Prepayment Notice is delivered to you pursuant to Section 2.05(a)(v)(B) of that certain Amended and Restated
First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise modified
in writing from time to time, the “Credit Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.),
a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party thereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and
other parties from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning
ascribed to such terms in the Credit Agreement.


 


Pursuant to Section 2.05(a)(v)(B) of
the Credit Agreement, the Borrower Party hereby offers to make a Discounted Term Loan Prepayment [to each Term Lender] [to each Term Lender
of the [__]1 Class of Term Loans] on the following terms:


 


1.            This
Borrower Offer of Specified Discount Prepayment is available only [to each Term Lender] [to each Term Lender of the [__]2
Class of Term Loans].


 


2.            The
aggregate principal amount of the Discounted Term Loan Prepayment that will be made in connection with this offer shall not exceed [$[___]
of Term Loans] [$[____] of the [__]3 Class of 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 [[__]% in respect of the Term Loans] [[__]%
in respect of the [__]5 Class of Term Loans] (the “Specified Discount”).


 


To
accept this offer, you are required to submit to the Auction Agent a Specified Discount Prepayment Response by no later than 5:00 p.m.6,
New York time, on the date that is the third Business Day following the date of delivery of this notice pursuant to Section 2.05(a)(v)(B) of
the Credit Agreement.


 





 






	1 
	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



	2	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



	3	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



	4	Minimum of $5,000,000 and whole increments of $1,000,000 in excess thereof.
	 	 



	5	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



		6	Which date may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower
Party to, and with the consent of, the Auction Agent.




 






     


     


    

 


The
Borrower Party hereby represents and warrants to the Auction Agent and [the Term Lenders][each Term Lender of the [__]7
Class of Term Loans] that no Event of Default has occurred and is continuing.


 


The Borrower Party acknowledges
that the Auction Agent and the relevant Term 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 Party requests
that the Auction Agent promptly notify each relevant Term Lender party to the Credit Agreement of this Specified Discount Prepayment Notice.


 


The Borrower Party expressly
agrees that this Specified Discounted Prepayment Notice shall be irrevocable and is subject to the provisions of Section 2.05(a)(v)(B) of
the Credit Agreement.


 


[The
remainder of this page is intentionally left blank.]


 





 






	7	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).




 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Specified Discount Prepayment Notice as of the date first above written.


 


	 	[NAME OF applicable BORROWER party]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Enclosure: Form of Specified Discount Prepayment Response


 



     


     


    

 


EXHIBIT E-9


 


FORM OF SPECIFIED DISCOUNT PREPAYMENT RESPONSE


 


Date: ______, 20__


 


To: [Bank of America, N.A.], as Auction Agent


 


Ladies and Gentlemen:


 


Reference
is made to (a) the Amended and Restated First Lien Credit Agreement, dated as of October 27, 2021 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Option Care
Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company” or the “Parent Borrower”),
the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative
Agent and the Lenders and other parties from time to time party thereto, and (b) the Specified Discount Prepayment Notice, dated
______, 20__, from the applicable Borrower Party (the “Specified Discount Prepayment Notice”). Capitalized terms used
herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Specified Discount Prepayment Notice or,
to the extent not defined therein, in the Credit Agreement.


 


The
undersigned Term Lender hereby gives you irrevocable notice, pursuant to Section 2.05(a)(v)(B) of the Credit Agreement, that
it is willing to accept a prepayment of the following [Term Loans] [[__]1Class of
Term Loans] held by such Term Lender at the Specified Discount in an aggregate outstanding amount as follows:


 


[Term Loans - $[___]]


 


[[__]2 Class of
Term Loans - $[__]]


 


The undersigned Term Lender
hereby expressly and irrevocably consents and agrees to a prepayment of its [Term Loans][[__]3 Class of Term Loans]
pursuant to Section 2.05(a)(v)(B) of the Credit Agreement at a price equal to the [applicable] 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 applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



	2	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).
	 	 



		3	List applicable Class(es) of Term Loans (e.g., Term B Loans, Incremental Term Loans, Refinancing Term
Loans or Extended Term Loans).




 






     


     


    

 


 


 


The undersigned Lender hereby
acknowledges and agrees that in connection herewith, (1) the Borrowers or any Borrower Party then may have, and later may come into
possession of, Excluded Information, (2) such Lender has independently, and without reliance on the Borrowers, any of their Subsidiaries,
the Administrative Agent or any of their respective Affiliates, made its own analysis and determination to participate in such prepayment
notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of the Borrowers, Borrower Parties or
Sponsor or any of their respective Affiliates shall be required to make any representation that it is not in possession of Material Non-Public
Information and all parties to the relevant transactions shall render customary “big boy” disclaimer letters, (4) none
of the Borrowers, their 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 Borrowers,
their Subsidiaries, the Administrative Agent and their respective Affiliates, under applicable laws or otherwise, with respect to the
nondisclosure of the Excluded Information, and (5) the Excluded Information may not be available to the Administrative Agent or the
other Lenders.


 


[The
remainder of this page is intentionally left blank.]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
this Specified Discount Prepayment Response as of the date first above written.


 


	 	[NAME
    OF LENDER]
	 	 	 
	 	By:	 
	 		Name: 
	 		Title: 




 






     


     


    

 


EXHIBIT F


 


FORM OF SECURITY AGREEMENT


 


[attached]


 






     


     


    

 





 



 


FIRST LIEN SECURITY AGREEMENT


 


dated as of


 


August 6, 2019


 


among


 


THE GRANTORS IDENTIFIED HEREIN,


 


and


 


BANK OF AMERICA, N.A.,


as Administrative Agent


 





 



 






     


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE I.
	 
	Definitions
	 
	Section 1.01.	Credit Agreement; Uniform Commercial Code	1
	Section 1.02.	Other Defined Terms	1
	 	 	 
	ARTICLE II.
	 
	Pledge of Securities
	Section 2.01.	Pledge	4
	Section 2.02.	Delivery of the Pledged Securities	5
	Section 2.03.	Representations, Warranties and Covenants	6
	Section 2.04.	Certification of Limited Liability Company and Limited Partnership Interests	8
	Section 2.05.	Registration in Nominee Name; Denominations	8
	Section 2.06.	Voting Rights; Dividends and Interest	8
	 	 	 
	ARTICLE III.
	 
	Security Interests in Personal Property
	 
	Section 3.01.	Security Interest	10
	Section 3.02.	Representations and Warranties	13
	Section 3.03.	Covenants	15
	 	 	 
	ARTICLE IV.
	 
	Remedies
	 
	Section 4.01.	Remedies Upon Default	18
	Section 4.02.	Application of Proceeds	20
	Section 4.03.	Grant of License to Use Intellectual Property	21
	 	 	 
	ARTICLE V.
	 
	Subordination
	 
	Section 5.01.	Subordination	22



 






     


     


    

 


	ARTICLE VI.
	 
	Miscellaneous
	 
	Section 6.01.	Notices	22
	Section 6.02.	Waivers; Amendment	22
	Section 6.03.	Administrative Agent’s Fees and Expenses; Indemnification	23
	Section 6.04.	Successors and Assigns	23
	Section 6.05.	Survival of Agreement	23
	Section 6.06.	Counterparts; Effectiveness; Several Agreement	24
	Section 6.07.	Severability	24
	Section 6.08.	Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process	24
	Section 6.09.	Headings	24
	Section 6.10.	Security Interest Absolute	24
	Section 6.11.	Termination or Release	25
	Section 6.12.	Additional Grantors	26
	Section 6.13.	Administrative Agent Appointed Attorney-in-Fact	26
	Section 6.14.	General Authority of the Administrative Agent	27
	Section 6.15.	Reasonable Care	27
	Section 6.16.	Delegation; Limitation	27
	Section 6.17.	Reinstatement	27
	Section 6.18.	[Reserved]	27
	Section 6.19.	Intercreditor Agreements	28



 









     


     


    

 


Schedules


 


	Schedule
    I(a)	Legal
Names
	Schedule
    I(b)	Prior
Organizational Names
	Schedule
    I(c)	Other
Names on IRS Filings; Changes in Jurisdiction
	Schedule
    II	Chief
Executive Offices
	Schedule
    III(a)	Patents
and Trademarks
	Schedule
    III(b)	Copyrights
	Schedule
    IV	Pledged
Equity and Pledged Debt
	Schedule
    V	Commercial
Tort Claims
	 	 
	Exhibits	 
	 	 
	Exhibit I	Form of
Security Agreement Supplement
	Exhibit II	Form of
Patent Security Agreement
	Exhibit III	Form of
Trademark Security Agreement
	Exhibit IV	Form of
Copyright Security Agreement




 






     


     


    

 


FIRST LIEN SECURITY AGREEMENT
dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this
“Agreement”), among the Grantors (as defined below) and BANK OF AMERICA, N.A., as Administrative Agent for the Secured
Parties (in such capacity, the “Administrative Agent”).


 


Preliminary Statement


 


Reference
is made to the First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, extended,
refinanced, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among HC Group
Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the
consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of the Credit Agreement until the
consummation of the Debt Assumption, the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company”
and, upon the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party hereto from time
to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, and the Lenders and other parties
from time to time party thereto.


 


The Lenders have agreed to
extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement and the Hedge Banks have agreed to
enter into and/or maintain one or more Secured Hedge Agreements on the terms and conditions set forth in the Credit Agreement and in such
Secured Hedge Agreements. The obligations of the Lenders to extend such credit and of the Hedge Banks to enter into and/or maintain such
Secured Hedge Agreements are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement.


 


The Grantors are affiliates
of one another, will derive substantial benefits from (i) the extension of credit to the Borrowers pursuant to the Credit Agreement
and (ii) the entering into and/or maintaining by the Hedge Banks of the Secured Hedge Agreements with the Borrowers and/or one or
more of their Restricted Subsidiaries, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend
such credit and the Hedge Banks to enter into and/or maintain such Secured Hedge Agreements. Accordingly, the parties hereto agree as
follows:


 


ARTICLE I.


 


Definitions


 


Section 1.01.         Credit
Agreement; Uniform Commercial Code.


 


(a)          Capitalized
terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined in
the UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall
have the meaning specified in Article 9 of the UCC.


 


(b)          The
rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.


 






    	 	1	 



     


    

 


Section 1.02.         Other
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“Accommodation
Payment” has the meaning assigned to such term in Section 5.01.


 


“Account
Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an
Account.


 


“Administrative
Agent” has the meaning assigned to such term in the introductory paragraph hereto.


 


“Agreement”
has the meaning assigned to such term in the introductory paragraph hereto.


 


“Allocable
Amount” has the meaning assigned to such term in Section 5.01.


 


“Article 9
Collateral” has the meaning assigned to such term in Section 3.01(a).


 


“Closing Date Grantor”
means each Grantor that is listed on the signature pages hereto (including the Borrowers).


 


“Collateral”
means the Article 9 Collateral and the Pledged Collateral.


 


“Company”
has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Copyright
License” means any written agreement, now or hereafter in effect, granting any use right to any third party under any
Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any
Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.


 


“Copyrights”
means all of the following now owned or hereafter owned or acquired by any Grantor: (a) all copyright rights in any work subject
to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending
applications for registration in the USCO.


 


“Credit
Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Grantor”
means the Parent Borrower, any other Borrowers, each Guarantor listed on the signature pages hereto and each Guarantor,
Borrower and Successor Parent Borrower that becomes a party to this Agreement after the Closing Date.


 


“Initial
Borrower” has the meaning assigned to such term in the preliminary statement of this Agreement.


 






    	 	2	 



     


    

 


“Intellectual
Property” means all intellectual property of every kind and nature now owned or hereafter owned or acquired by any Grantor,
including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, the intellectual property rights in software
and databases and related documentation and all additions and improvements to the foregoing.


 


“Intellectual
Property Security Agreements” means the short-form Patent Security Agreement, short-form Trademark Security Agreement,
and short-form Copyright Security Agreement, each substantially in the form attached hereto as Exhibits II, III and IV, respectively.


 


“License”
means any Patent License, Trademark License, Copyright License or other Intellectual Property license or sublicense agreement
to which any Grantor is a party, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income,
fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder or with respect thereto including damages
and payments for past, present or future infringements or violations thereof, and (iii) rights to sue for past, present and future
violations thereof; provided, that Licenses shall not include any Excluded Assets.


 


“Material
U.S. IP” has the meaning assigned to such term in Section 3.02(c).


 


“Merger
Sub 2” has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Parent
Borrower” has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Patent
License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use
or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license,
or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party,
is in existence, and all rights of any Grantor under any such agreement.


 


“Patents”
means all of the following now owned or hereafter owned or acquired by any Grantor: (a) all letters patent of the United States in
or to which any Grantor now or hereafter owns or acquires any right, title or interest, all registrations and recordings thereof, and
all applications for letters patent of the United States, including registrations, recordings and pending applications in the USPTO, and
(b) all reissues, continuations, divisions, continuations-in-part, renewals, improvements or extensions thereof, and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.


 


“Pledged
Collateral” has the meaning assigned to such term in Section 2.01.


 


“Pledged
Debt” has the meaning assigned to such term in Section 2.01.


 


“Pledged
Equity” has the meaning assigned to such term in Section 2.01.


 


“Pledged
Securities” means the Pledged Equity and Pledged Debt.


 






    	 	3	 



     


    

 


“Security
Agreement Supplement” means an instrument substantially in the form attached hereto as Exhibit I or such other form
agreed by the Administrative Agent and the Administrative Borrower.


 


“Security
Interest” has the meaning assigned to such term in Section 3.01.


 


“Trademark
License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark
now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to
use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.


 


“Trademarks”
means all of the following now owned or hereafter owned or acquired by any Grantor: (a) all trademarks, service marks,
trade names, corporate names, trade dress, logos, designs, fictitious business names other source or business identifiers, now existing
or hereafter owned, adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed
in connection therewith, including registrations and registration applications in the USPTO or any similar offices in any State of the
United States or any political subdivision thereof, and all extensions or renewals thereof, as well as any unregistered trademarks and
service marks used by a Grantor and (b) all goodwill connected with the use of and symbolized thereby; provided, that “Trademarks”
shall not include any Excluded Assets.


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York; provided that, if perfection
or the effect of perfection or non-perfection or the priority of the security interest in any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect
from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority.


 


“USCO”
means the United States Copyright Office.


 


“USPTO”
means the United States Patent and Trademark Office.


 


ARTICLE II.


 


Pledge of Securities


 


Section 2.01.         Pledge.
As security for the payment or performance, as the case may be, in full when due of all of the Secured Obligations, including the Guaranteed
Obligations, each of the Grantors hereby pledges to the Administrative Agent, its successors and permitted assigns, for the benefit of
the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured
Parties, a continuing security interest in, and lien on, all of such Grantor’s right, title and interest in, to and under any and
all of the following assets and properties 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 right, title or interest:


 


(i)       all
Equity Interests directly held by it that are listed on Schedule IV and any other Equity Interests in Restricted Subsidiaries obtained
in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”); provided
that the Pledged Equity shall not include Excluded Assets;


 






    	 	4	 



     


    

 


(ii)      (A) all
debt securities owned by it, including the debt securities which are listed opposite the name of such Grantor on Schedule IV, (B) any
debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt
securities (the “Pledged Debt”; provided that the Pledged Debt shall not include any Excluded Assets or any
intercompany indebtedness owed by either a Broker-Dealer Regulated Subsidiary or Captive Insurance Subsidiary, which, in each case, is
not Indebtedness);


 


(iii)     all
other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01;


 


(iv)     subject
to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect
of, the securities referred to in clauses (i) and (ii) above;


 


(v)      subject
to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses
(i), (ii), (iii) and (iv) above; and


 


(vi)     all
Proceeds of any of the foregoing;


 


(the items referred to in clauses (i) through
(vi) above being collectively referred to as the “Pledged Collateral”; provided that for the sake of clarity,
the Pledged Collateral shall not include any Excluded Assets).


 


TO HAVE AND TO HOLD the Pledged Collateral, together
with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its
successors and permitted assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and
conditions hereinafter set forth, including Section 3.01(e).


 


Section 2.02.          Delivery
of the Pledged Securities.


 


(a)          Subject
to Section 3.01(e) and Section 6.17 of the Credit Agreement, each Grantor agrees to deliver or cause to be delivered to
the Administrative Agent, for the benefit of the Secured Parties, on the Closing Date (or on the date on which such Grantor signs and
delivers its first Security Agreement Supplement (in the case of any Grantor other than a Closing Date Grantor)), or if acquired after
the Closing Date, within 60 days after receipt by such Grantor (or, in each case, such longer period as the Administrative Agent may agree
in its reasonable discretion), any and all (i) Pledged Equity to the extent certificated and (ii) to the extent required to
be delivered pursuant to paragraph (b) of this Section 2.02, Pledged Debt.


 


(b)          Subject
to Section 3.01(e), each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess of
$15,000,000 owed to such Grantor by any Person (other than a Loan Party) that is evidenced by a duly executed promissory note to be pledged
and delivered (pursuant to the requirements of paragraph (a) of this Section 2.02) to the Administrative Agent, for the benefit
of the Secured Parties, pursuant to the terms hereof.


 






    	 	5	 



     


    

 


(c)          Upon
delivery to the Administrative Agent, any Pledged Securities shall be accompanied by stock or security powers, as applicable, duly executed
in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments and documents
as the Administrative Agent may reasonably request (other than instruments or documents governed by or requiring actions in any non-United
States jurisdiction related to Equity Interests of Foreign Subsidiaries). Each delivery of Pledged Securities shall be accompanied by
a schedule describing the securities, which schedule shall be deemed to supplement Schedule IV and made a part hereof; provided
that failure to supplement Schedule IV shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered
shall supplement any prior schedules so delivered.


 


(d)          The
pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Administrative Agent
or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out
of the Pledged Collateral.


 


Section 2.03.         Representations,
Warranties and Covenants. Each Grantor represents, warrants and covenants to and with the Administrative Agent, for the benefit of
the Secured Parties, that:


 


(a)          as
of the Closing Date, Schedule IV includes all Equity Interests, debt securities and promissory notes required to be pledged by such Grantor
hereunder in order to satisfy the Collateral and Guarantee Requirement;


 


(b)          the
Pledged Equity issued by a Grantor or a wholly-owned Restricted Subsidiary have been duly and validly authorized and issued by the issuers
thereof and are fully paid and non-assessable (other than Pledged Equity consisting of limited liability company interests or partnership
interests which, pursuant to the relevant organizational or formation documents, cannot be fully paid and non-assessable);


 


(c)          except
for the security interests granted hereunder, under the ABL Financing Documents and the Second Lien Financing Documents, such Grantor
(i) is, subject to any transfers made in compliance with the Credit Agreement, the direct owner, beneficially and of record, of the
Pledged Equity indicated on Schedule IV, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the
Collateral Documents and (B) other Liens permitted pursuant to Section 7.01 of the Credit Agreement, and (iii) if reasonably
requested by the Administrative Agent, will use commercially reasonable efforts defend its title or interest thereto or therein against
any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however arising, of all Persons whomsoever;


 






    	 	6	 



     


    

 


(d)          as
of the Closing Date, except for restrictions and limitations (i) imposed or permitted by the Loan Documents, the ABL Financing Documents,
the Second Lien Financing Documents and Contractual Obligations permitted pursuant to Section 7.09 of the Credit Agreement or securities
laws generally and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, that are transfer restrictions that exist
at the time of acquisition of Equity Interests in such Persons, the Pledged Collateral is freely transferable and assignable, and none
of the Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual
restriction of any nature that would reasonably be expected to prohibit, impair, delay or otherwise affect in any manner material and
adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the
exercise by the Administrative Agent of rights and remedies hereunder;


 


(e)          [reserved];


 


(f)           [reserved];


 


(g)          by
virtue of the execution and delivery by each Grantor of this Agreement, and delivery of the instruments or certificates, if any, evidencing
the Pledged Securities to and continued possession by the Administrative Agent in the State of New York, the Administrative Agent for
the benefit of the Secured Parties has a legal, valid and perfected lien upon and security interest in such Pledged Security as security
for the payment in full when due and performance of the Secured Obligations to the extent such perfection is governed by the UCC, subject
only to Liens permitted by Section 7.01 of the Credit Agreement;


 


(h)          the
pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights of the Administrative
Agent in the Pledged Collateral as set forth herein; and


 


(i)           subject
to the terms of this Agreement and to the extent permitted by applicable Law, each Grantor hereby agrees that upon the occurrence and
during the continuance of an Event of Default and delivery of prior written notice as set forth in Section 2.06(a), it will comply
with instructions of the Administrative Agent with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder
without further consent by the applicable owner or holder of such Equity Interests.


 


Notwithstanding anything to
the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from the scope
of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Administrative
Agent in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect
to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Administrative Agent (including,
without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.


 






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Section 2.04.         Certification
of Limited Liability Company and Limited Partnership Interests. No interest in any limited liability company or limited partnership
controlled by any Grantor that constitutes Pledged Equity shall be represented by a certificate unless (i) the limited liability
company agreement or partnership agreement expressly provides that such interests shall be a “security” within the meaning
of Article 8 of the UCC of the applicable jurisdiction, (ii) such certificate bears a legend indicating such interest represented
thereby is such a “security”, and (iii) such certificate shall be delivered to the Administrative Agent in accordance
with Section 2.02. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company
or limited partnership controlled on or after the Closing Date by such Grantor and pledged hereunder that is not a “security”
within the meaning of Article 8 of the UCC, such Grantor shall at no time elect to treat any such interest as a “security”
within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such election and such
interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent pursuant to Sections 2.02(a) and
(c).


 


Section 2.05.         Registration
in Nominee Name; Denominations. If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have
given the Borrowers three (3) Business Days’ prior written notice of its intent to exercise such rights, (a) the Administrative
Agent, on behalf of the Secured Parties, shall have the right to hold the Pledged Equity in its own name as pledgee, the name of its nominee
(as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Administrative Agent
and each Grantor will promptly give to the Administrative Agent copies of any written notices or other written communications received
by it with respect to Pledged Equity registered in the name of such Grantor and (b) the Administrative Agent shall have the right
to exchange the certificates representing Pledged Equity for certificates of smaller or larger denominations for any purpose consistent
with this Agreement, to the extent permitted by the documentation governing such Pledged Securities.


 


Section 2.06.         Voting
Rights; Dividends and Interest.


 


(a)            Unless
and until an Event of Default shall have occurred and be continuing and the Administrative Agent shall have provided three (3) Business
Days’ prior written notice to the Borrowers that the rights of the Grantors under this Section 2.06 are being suspended:


 


(i)            Each
Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities
or any part thereof and each Grantor agrees that it shall not exercise such rights in violation of this Agreement, the Credit Agreement
and the other Loan Documents.


 


(ii)           The
Administrative Agent shall promptly (after reasonable advance written notice) execute and deliver to each Grantor, or cause to be executed
and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the
purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph
(i) above.


 






    	 	8	 



     


    

 


(iii)          Each
Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed
in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions
are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan
Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute
Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests
of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof,
or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise,
shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any
of its other funds or property but shall be held separate and apart therefrom, shall be held for the benefit of the Administrative Agent
and the other Secured Parties and shall be promptly (and in any event within fifteen (15) Business Days or such longer period as the
Administrative Agent may agree in its reasonable discretion) delivered to the Administrative Agent in the same form as so received (with
any necessary endorsement reasonably requested by the Administrative Agent). So long as no Event of Default has occurred and is continuing,
the Administrative Agent shall promptly deliver to each Grantor any Pledged Securities in its possession if requested to be delivered
to the issuer thereof in connection with any exchange or redemption of such Pledged Securities permitted by the Credit Agreement in accordance
with this Section 2.06(a)(iii).


 


(b)          Upon
the occurrence and during the continuance of an Event of Default, after the Administrative Agent shall have given three (3) Business
Days’ prior written notice to the Borrowers of the suspension of the Grantors’ rights under paragraph (a) of this Section 2.06,
then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant
to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Administrative
Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other
distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06
shall be held for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall
be promptly (and in any event within fifteen (15) Business Days or such longer period as the Administrative Agent may agree in its reasonable
discretion) delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably
requested by the Administrative Agent). Any and all money and other property paid over to or received by the Administrative Agent pursuant
to the provisions of this paragraph (b) shall be retained by the Administrative Agent in an account to be established by the Administrative
Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02. After
all Events of Default have been cured or waived, the Administrative Agent shall promptly repay to each Grantor (without interest) all
dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of
paragraph (a)(iii) of this Section 2.06 and that remain in such account, and such Grantor’s right to receive and retain
any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities shall be
automatically reinstated.


 






    	 	9	 



     


    

 


(c)          Upon
the occurrence and during the continuance of an Event of Default, after the Administrative Agent shall have provided the Borrowers with
notice of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any Grantor
to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06,
and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all such rights
shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such
voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent
shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise
such rights. After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting
and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) above,
and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.06 shall be reinstated.


 


(d)          Any
notice given by the Administrative Agent to the Borrowers suspending the rights of the Grantors under this Section 2.06, (i) shall
be given in writing, (ii) may be given with respect to one or more Grantors at the same or different times and (iii) may suspend
the rights of one or more Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending
all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting
the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default
has occurred and is continuing.


 


ARTICLE III.


 


Security Interests in Personal Property


 


Section 3.01.         Security
Interest.


 


(a)          As
security for the payment or performance, as the case may be, in full when due of all of the Secured Obligations, including the Guaranteed
Obligations, each Grantor hereby pledges to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured
Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit of the Secured Parties,
a continuing security interest (the “Security Interest”) in, and lien on, all of such Grantor’s right, title
or interest in or to any and all of the following assets and properties 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 (collectively, the “Article 9
Collateral”):


 


(i)            all
Accounts;


 


(ii)           all
Chattel Paper;


 


(iii)          all
Documents;


 


(iv)          all
Equipment;


 


(v)           all
General Intangibles;


 






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(vi)          all
Goods;


 


(vii)         all
Instruments;


 


(viii)        all
Inventory;


 


(ix)          all
Investment Property;


 


(x)           all
books and records pertaining to the Collateral;


 


(xi)          all
Fixtures;


 


(xii)         all
Letter-of-Credit Rights, but only to the extent perfection of security interests therein is accomplished by the filing of a UCC financing
statement;


 


(xiii)        all
Intellectual Property;


 


(xiv)        all
Commercial Tort Claims listed on Schedule V and on any supplement thereto received by the Administrative Agent pursuant to Section 3.03(g);


 


(xv)         Deposit
Accounts, including all amounts on deposit therein, credited thereto or payable thereon; and


 


(xvi)        to
the extent not otherwise included, all Proceeds and products of, collateral for, income, royalties and other payments now or hereafter
due and payable with respect to, any and all of the foregoing and all Supporting Obligations, collateral security and guarantees given
by any Person with respect to any of the foregoing;


 


provided
that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in
any Excluded Assets.


 


(b)          Subject
to Section 3.01(e), each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured Parties at
any time and from time to time to file in any relevant jurisdiction any financing statements or continuation statements (including fixture
filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all
assets of the debtor, whether now existing or hereafter acquired” or “all personal property, whether now existing or hereafter
acquired” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain
the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any
financing statement or amendment, including whether (A) such Grantor is an organization, the type of organization and, if required,
any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing,
a sufficient description of the real property to which such Article 9 Collateral relates. Each Grantor agrees to provide such information
to the Administrative Agent promptly upon any reasonable request.


 






    	 	11	 



     


    

 


(c)          The
Security Interest is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or in any
way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.


 


(d)          The
Administrative Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary or
advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States Intellectual
Property of each Grantor in which a security interest has been granted by each Grantor, with or without the signature of any Grantor,
and naming any Grantor or the Grantor as debtors and the Administrative Agent as secured party.


 


(e)          Notwithstanding
anything to the contrary in the Loan Documents, none of the Grantors shall be required, nor is the Administrative Agent authorized, (i) to
perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures) by any means
other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant
State(s), and filings in the applicable real estate records with respect to any fixtures relating to real property to the extent required
by the Collateral and Guarantee Requirement, (B) filings in the USPTO and USCO with respect to Intellectual Property of any Grantor
as expressly required elsewhere herein, (C) delivery to the Administrative Agent to be held in its possession of all Collateral consisting
of certificated Pledged Collateral as expressly required elsewhere herein or (D) other methods expressly provided herein, (ii) to
enter into any deposit account control agreement, securities account control agreement or any other control agreement with respect to
any deposit account, securities account or any other Collateral that requires perfection by “control”, except as expressly
required by Section 2.02 hereof or Section 2.19 of the ABL Credit Agreement, (iii) to take any action in any non-United
States jurisdiction or required by the laws of any non- United States jurisdiction in order to create any security interests in assets
located or titled outside of the United States or to perfect any security interest in such assets, including any Intellectual Property
registered in any non-U.S. jurisdictions (it being understood that there shall be no security agreements or pledge agreements governed
under the laws of any non-United States jurisdiction or any requirement to make any filings in any foreign jurisdiction, including with
respect to foreign Intellectual Property), (iv) to perfect in any assets subject to a certificate of title statute unless perfection
can be achieved by filing a UCC financing statement, (v) to deliver any Pledged Collateral except as expressly provided in Section 2.02,
or (vi) to register, apply for the registration of, or deposit into escrow any Intellectual Property (including source code).


 


(f)           Notwithstanding
anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets
from the scope of the Article 9 Collateral, or from any requirement to take any action to perfect any security interest in favor
of the Administrative Agent in the Article 9 Collateral, the representations, warranties and covenants made by any relevant Grantor
in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the
Administrative Agent (including, without limitation, Section 3.02) shall be deemed not to apply to such excluded assets.


 






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Section 3.02.         Representations
and Warranties. Each Grantor represents and warrants, as to itself and the other Grantors, to the Administrative Agent and the Secured
Parties that:


 


(a)          Subject
to Liens permitted by Section 7.01 of the Credit Agreement, each Grantor has good and valid rights in and title (except as otherwise
permitted by the Loan Documents) to the Article 9 Collateral with respect to which it has purported to grant a Security Interest
hereunder, except for (x) minor defects in title that do not materially interfere with its ability to conduct its business as currently
conducted or as proposed to be conducted or to utilize such properties for their intended purposes, (y) where the failure to have
such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and
(z) Intellectual Property owned by a third party as to which such Grantor has been granted a License, and has full organizational
power and authority to grant to the Administrative Agent the Security Interest in such Article 9 Collateral pursuant hereto and to
execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any Governmental
Authority other than (i) any consent or approval that has been obtained or (ii) any consent or approval the failure of which
to obtain could not reasonably be expected to cause a Material Adverse Effect.


 


(b)          Subject
to Section 3.01(e): the UCC financing statements or other appropriate filings, recordings or registrations prepared by the Administrative
Agent based upon the information provided to the Administrative Agent in the schedules hereto for filing in the applicable filing office
(or specified by notice from the Borrowers to the Administrative Agent after the Closing Date in the case of filings, recordings or registrations,
in each case, as required by the Collateral and Guarantee Requirement and Section 6.11 of the Credit Agreement), are all the filings,
recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Administrative
Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected
by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions pursuant
to the UCC (other than filings required to be made in the USPTO and the USCO in order to perfect the Security Interest in Article 9
Collateral consisting of United States Patents, Trademarks and Copyrights).


 


(c)          The
Grantors represent and warrant that short-form Intellectual Property Security Agreements containing a description of all Article 9
Collateral owned by a Grantor consisting of material United States issued Patents (and Patents for which United States issuances are pending),
material United States registered Trademarks (and Trademarks for which United States registration applications are pending) and material
United States registered Copyrights, respectively (other than, in each case, any Excluded Assets) (such subset of Article 9 Collateral,
collectively, “Material U.S. IP”), have been delivered to the Administrative Agent for recording by the USPTO and the
USCO pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, (for
the benefit of the Secured Parties) in respect of all Article 9 Collateral consisting of registrations and applications for such
Material U.S. IP and, except as would not reasonably be expected to have a Material Adverse Effect, such Material U.S. IP is valid, subsisting
and enforceable. To the extent a security interest in such material U.S. IP may be perfected by filing, recording or registration in USPTO
or USCO under the United States federal intellectual property laws, then no further or subsequent filing, re-filing, recording, rerecording,
registration or re-registration is necessary to perfect the Security Interest in such Material U.S. IP (other than (i) such filings
and actions as are necessary to perfect the Security Interest with respect to any Material U.S. IP (or registration or application for
registration thereof) acquired or developed by any Grantor after the Closing Date and (ii) the UCC financing and continuation statements
contemplated in Section 3.02(b)).


 






    	 	13	 



     


    

 



 


(d)            The
Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment in
full when due and performance of the Secured Obligations and (ii) subject to the filings described in Section 3.02(b) and
(c), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording
or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories
and possessions pursuant to the UCC. Subject to Section 3.01(e) of this Agreement, the ABL Intercreditor Agreement and any other
intercreditor agreement entered into pursuant to the Credit Agreement or any other Loan Document, the Security Interest is and shall be
prior to any other Lien on any of the Article 9 Collateral, other than (i) any statutory or similar Lien that has priority as
a matter of Law and (ii) any Liens permitted pursuant to Section 7.01 of the Credit Agreement.


 


(e)            The
Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens permitted pursuant to Section 7.01
of the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document
under the UCC or any other applicable Laws covering any Article 9 Collateral that has not been terminated, (ii) any assignment
in which any Grantor assigns any Article 9 Collateral or any security agreement that has not been terminated or similar instrument
covering any Article 9 Collateral with the USPTO or the USCO or (iii) any assignment in which any Grantor assigns any Article 9
Collateral or any security agreement that has not been terminated or similar instrument covering any Article 9 Collateral with any
foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar
instrument is still in effect, except, in each case, for Liens permitted pursuant to Section 7.01 of the Credit Agreement and assignments
permitted by the Credit Agreement.


 


(f)            Names.


 


(i)            As
of the Closing Date, the exact legal name of each Grantor, as such name appears in its respective certificate of incorporation or any
other organizational document, is set forth in Schedule I(a) hereto. As of the Closing Date, each Grantor is (a) the type of
entity disclosed next to its name in Schedule I(a) hereto and (b) a registered organization except to the extent disclosed in
Schedule I(a). Also set forth in Schedule I(a) is the organizational identification number, if any, of each Grantor that is a registered
organization, the Federal Taxpayer Identification Number of each Grantor as of the Closing Date, and the jurisdiction of formation of
each Grantor as of the Closing Date.


 






    	 	14	 



     


    

 


(ii)            Set
forth in Schedule I(b) hereto is a list of any other legal names each Grantor (or any other business or organization to which each
Grantor became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise)
has had in the past five years prior to the Closing Date, together with the date of the relevant change.


 


(iii)            Set
forth in Schedule I(c) is a list of all other names used by each Grantor on any filings with the Internal Revenue Service at any
time within the five years preceding the date hereof. Except as set forth in Schedule I(c), no Grantor has changed its jurisdiction of
organization at any time during the four months prior to the date hereof.


 


(g)            Current
Locations. As of the Closing Date, the chief executive office of each Grantor is located at the address set forth in Schedule II hereto.


 


(h)            Intellectual
Property.


 


(i)            Attached
hereto as Schedule III(a) is a schedule setting forth all of each Grantor’s Patents and Trademarks applied for or registered
with the USPTO, including the name of the registered owner or applicant and the registration, application, or publication number, as applicable,
of each Patent or Trademark owned by each Grantor as of the Closing Date, in each case that constitutes Collateral.


 


(ii)            Attached
hereto as Schedule III(b) is a schedule setting forth all of each Grantor’s United States Copyrights, including the name of
the registered owner and the registration number of each Copyright owned by each Grantor as of the Closing Date, in each case that constitutes
Collateral.


 


(i)            Commercial
Tort Claims. As of the Closing Date, no Grantor has any Commercial Tort Claim where such Grantor’s reasonable expectation of
recovery is in excess of $5,000,000, other than the Commercial Tort Claims listed on Schedule V.


 


Section 3.03.     Covenants.


 


(a)            The
Borrowers agree to notify the Administrative Agent in writing promptly, but in any event within 30 calendar days (or such longer period
as the Administrative Agent may agree in its reasonable discretion), after any change in (i) the legal name of any Grantor, (ii) the
identity or type of organization or corporate structure of any Grantor, (iii) the jurisdiction of organization of any Grantor, (iv) the
organizational identification number of such Grantor, if any, but solely to the extent such organizational identification number is required
to be set forth on financing statements under the applicable UCC or (v) the chief executive office of any Grantor.


 






    	 	15	 



     


    

 


(b)            Subject
to Section 3.01(e), each Grantor shall, at its own expense, upon the reasonable request of the Administrative Agent, take any and
all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons, except with respect
to Article 9 Collateral that such Grantor determines in its reasonable business judgment is no longer necessary or beneficial to
the conduct of the business, and to defend the Security Interest of the Administrative Agent in the Article 9 Collateral and the
priority thereof against any Lien not permitted pursuant to Section 7.01 of the Credit Agreement (except to the extent that the Parent
Borrower reasonably determines in good faith in consultation with the Administrative Agent that the cost of such defense is excessive
in relation to the benefit to the Secured Parties of such security interest and priority); provided that, nothing in this Agreement
shall prevent any Grantor from discontinuing the operation or maintenance of any of its assets or properties if such discontinuance is
(x) determined by such Grantor to be desirable in the conduct of its business and (y) permitted by the Credit Agreement.


 


(c)            Subject
to Section 3.01(e) and any other express limitations in this Agreement, each Grantor agrees, at its own expense, to execute,
acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Administrative
Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and
remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement,
the granting of the Security Interest and the filing of any financing statements or other documents in connection herewith or therewith.


 


(d)            Subject
to Section 3.01(e), upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, at its option,
upon two (2) Business Days’ prior written notice to the Borrowers, may discharge past due taxes, assessments, charges, fees,
Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant
to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the
extent any Grantor fails to do so as required by the Credit Agreement, this Agreement or any other Loan Document and within a reasonable
period of time after the Administrative Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse
the Administrative Agent as to the extent required by the Credit Agreement; provided, however, the Grantors shall not be obligated
to reimburse the Administrative Agent with respect to any Intellectual Property that any Grantor has failed to maintain or pursue, or
otherwise abandoned or allowed to lapse, terminate or be put into the public domain in accordance with Section 3.03(f)(iv). Nothing
in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Administrative
Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges,
fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.


 


(e)            Subject
to Section 3.01(e) and to the ABL Intercreditor Agreement, if at any time any Grantor shall take a security interest in any
property of an Account Debtor or any other Person the value of which is in excess of $15,000,000 to secure payment and performance of
an Account, such Grantor shall promptly grant a security interest to the Administrative Agent for the benefit of the Secured Parties to
the extent not already granted pursuant to this Agreement; provided that, notwithstanding anything to the contrary in this Agreement,
such grant shall not constitute a grant of a security interest in any Excluded Assets. Such grant need not be filed of public record unless
necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other
Person granting the security interest.


 






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(f)            Intellectual
Property Covenants.


 


(i)            Subject
to clause (iv) below, except to the extent failure to act would not reasonably be expected to have a Material Adverse Effect, with
respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing to do so,
each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the USCO and any other
governmental authority located in the United States, to pursue the registration and maintenance of each Patent, Trademark, or Copyright
issuance, registration or application now or hereafter included in the Intellectual Property of such Grantor that are not Excluded Assets.


 


(ii)            Subject
to clause (iv) below, except as would not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit
any act or knowingly omit to do any act whereby any of its Intellectual Property, excluding Excluded Assets, may lapse, be terminated,
or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known).


 


(iii)            Subject
to clause (iv) below, except where failure to do so would not reasonably be expected to have a Material Adverse Effect, each Grantor
shall take all reasonable steps to preserve and protect each item of its Intellectual Property, including, without limitation, maintaining
the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality
of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all licensed users of any of
the Trademarks abide by the applicable license’s terms with respect to standards of quality.


 


(iv)            Notwithstanding
any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent any
Grantor from abandoning, disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate
or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement.


 


(v)            Within
the same delivery period as required for the delivery of the annual Compliance Certificate required to be delivered under Section 6.02(a) of
the Credit Agreement the Borrowers shall provide a list of any additional Material U.S. IP of all Grantors not previously disclosed to
the Administrative Agent including such information as is necessary for such Grantor to make appropriate filings in the USPTO and USCO.


 






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(g)            Commercial
Tort Claims. Subject to Section 3.01(e), if the Grantors shall at any time hold or acquire a Commercial Tort Claim where the
applicable Grantor has a reasonable expectation of recovery in excess of $7,500,000 for which this clause has not been satisfied and for
which a complaint in a court of competent jurisdiction has been filed, such Grantor shall, on the date on which a Compliance Certificate
is delivered to the Administrative Agent pursuant to Section 6.02(a) of the Credit Agreement for the fiscal quarter in which
such complaint was filed, notify the Administrative Agent thereof in a writing signed by such Grantor including a summary description
of such claim and grant to the Administrative Agent, for the benefit of the Secured Parties, in such writing a security interest therein
and in the proceeds thereof, all upon the terms of this Agreement.


 


ARTICLE IV.


 


Remedies


 


Section 4.01.     Remedies
Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Administrative Agent shall
have the right to exercise any and all rights afforded to a secured party with respect to the Collateral and the Secured Obligations,
including the Guaranty and the Guaranteed Obligations, under this Agreement, the UCC or other applicable Law and also may (i) require
each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Administrative Agent, promptly assemble all
or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time
to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy any premises owned or, to
the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a
reasonable period in order to effectuate its rights and remedies hereunder or under Law, without obligation to such Grantor in respect
of such occupation; provided that the Administrative Agent shall provide the applicable Grantor with written notice thereof prior
to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral,
or otherwise in respect of the Collateral; provided that the Administrative Agent shall provide the applicable Grantor with written
notice thereof prior to such exercise; (iv) [reserved] and (v) subject to the mandatory requirements of applicable Law and the
notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Secured Obligations at
a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as
the Administrative Agent shall deem appropriate. The Administrative Agent shall be authorized at any such sale of securities (if it deems
it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing
the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of
any such sale the Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right
on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by Law) all rights of redemption, stay and appraisal
which such Grantor now has or may at any time in the future have under any Law now existing or hereafter enacted. The Administrative Agent
shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Subject to the mandatory requirements
of applicable Law and the notice requirements described below, the Administrative Agent may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place
to which it was so adjourned.


 






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The Administrative Agent shall
give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611
of the UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to make any sale of Collateral. Such
notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board
or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or
portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within
ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale.
At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the
Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any
sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been
given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned
from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time
and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery,
the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof,
but the Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for
the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the
extent permitted by Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent
permitted by Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby
waived and released to the extent permitted by Law), the Collateral or any part thereof offered for sale and may make payment on account
thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such
Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to
any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a
sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled
to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall
have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative
to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at Law or in equity
to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01
shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or its equivalent
in other jurisdictions.


 


Each Grantor irrevocably makes,
constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such
Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after three (3) Business
Days’ prior written notice to the Borrowers of its intent to exercise such rights, for the purpose of (i) making, settling
and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check,
draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making all determinations and decisions
with respect thereto and (iii) obtaining or maintaining the policies of insurance required by Section 6.07 of the Credit Agreement
or to pay any premium in whole or in part relating thereto.


 






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By accepting the benefits
of this Agreement and each other Collateral Document, the Secured Parties expressly acknowledge and agree that their rights and remedies
are subject to the second paragraph of Section 10.03 of the Credit Agreement. If the Administrative Agent shall determine to exercise
its right to sell all or any of the Collateral of any Grantor pursuant to this Section 4.01, each Grantor agrees that, upon request
of the Administrative Agent, such Grantor will, at its own expense, do or cause to be done all such other acts and things as may be necessary
to make such sale of such Collateral or any part thereof valid and binding and in compliance with applicable law.


 


Section 4.02.     Application
of Proceeds. Subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement, any First Lien Intercreditor Agreement
and any other subordination and intercreditor agreement entered into pursuant to the Credit Agreement or any other Loan Document, the
Administrative Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, in
accordance with Section 8.03 of the Credit Agreement.


 


The Administrative Agent shall
have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon
any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding),
the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers
of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase
money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.


 


The Administrative Agent shall
have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid
principal and interest and other amounts outstanding with respect to the Secured Obligations; provided that nothing in this sentence
shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made
by the Administrative Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction)
final (absent manifest error).


 


Each Grantor shall remain
liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Secured Obligations
and, to the extent set forth herein and in the other Loan Documents, the fees and disbursements of any attorneys employed by any Secured
Party to collect such deficiency.


 






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Section 4.03.     Grant
of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Agent to exercise rights and remedies
under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time
after and during the continuance of an Event of Default, subject to the terms of the licenses, each Grantor hereby grants to the Administrative
Agent, for the benefit of the Secured Parties, a non-exclusive, royalty-free, limited license (until the termination or cure of the Event
of Default) for cash, upon credit or for future delivery as the Administrative Agent shall deem appropriate to use (and to the extent
permitted by the licenses, license or sublicense) any of the Intellectual Property included in the Article 9 Collateral now owned
or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media
in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout
thereof; provided, however, that all of the foregoing rights of the Administrative Agent shall expire immediately upon the termination
or cure of all Events of Default and shall be exercised by the Administrative Agent solely during the continuance of an Event of Default
and in connection with the Administrative Agent’s exercise of remedies pursuant to Section 4.01 and upon 10 Business Days’
prior written notice to the applicable Grantor, and nothing in this Section 4.03 shall require Grantors to grant any license that
is prohibited by any rule of Law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results
in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted,
to the extent permitted by the Credit Agreement, with respect to such property or otherwise unreasonably prejudices the value thereof
to the relevant Grantor; provided, further, that any such license and any such license granted by the Administrative Agent to a
third party shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the
affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets,
requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement and goodwill provisions
with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and
reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the
Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be
construed as granting the Administrative Agent rights in and to such Intellectual Property above and beyond (x) the rights to such
Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to
any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property
hereunder). For the avoidance of doubt, the use of such license by the Administrative Agent may be exercised, at the option of the Administrative
Agent, only during the continuance of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the
Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property
contained in the Article 9 Collateral.


 






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ARTICLE V.


 


Subordination


 


Section 5.01.     Subordination.
Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrowers or any other Grantor arising
as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate
and junior in right of payment to the prior payment in full of all the Secured Obligations (other than (i) contingent indemnity obligations
for then unasserted claims; and (ii) obligations and liabilities under Secured Hedge Agreements as to which arrangements satisfactory
to the applicable Hedge Bank shall have been made) and the termination of all Commitments to any Loan Party under any Loan Document. If
any amount shall erroneously be paid to the Borrowers or any other Grantor on account of (i) such subrogation, contribution, reimbursement,
indemnity or similar right or (ii) any such indebtedness of the Borrowers or any other Grantor, such amount shall be held for the
benefit of the Secured Parties and shall promptly be paid to the Administrative Agent to be credited against the payment of the Secured
Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject
to the foregoing, to the extent that any Grantor (other than the Borrowers) shall, under this Agreement or the Credit Agreement as a joint
and several obligor, repay any of the Secured Obligations (an “Accommodation Payment”), then the Grantor making such
Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Grantors in
an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Grantor’s Allocable Amount
and the denominator of which is the sum of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable
Amount” of each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted
against such Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the
meaning of Section 101 (32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”)
or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably
small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5
of the UFCA, or (c) leaving such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the
Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.


 


ARTICLE VI.


 


Miscellaneous


 


Section 6.01.     Notices.
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in
Section 10.02 of the Credit Agreement. All communications and notices hereunder to the Borrowers or any other Grantor shall be given
to it in care of the Borrowers as provided in Section 10.02 of the Credit Agreement.


 


Section 6.02.     Waivers;
Amendment.


 


(a)            No
failure or delay by any Secured Party in exercising any right, remedy, power or privilege hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any such 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 of the Secured Parties herein provided, and provided under each other Loan Document, are cumulative and are not exclusive of
any rights, remedies, powers and privileges provided by Law. No waiver of any provision of this Agreement or consent to any departure
by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02,
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting
the generality of the foregoing, the making of a Loan or the provision of services under Secured Hedge Agreements shall not be construed
as a waiver of any Default, regardless of whether any Secured Party may have had notice or knowledge of such Default at the time.


 






    	 	22	 



     


    

 


(b)            Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered
into by the Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply,
subject to the Collateral and Guarantee Requirement and any consent required in accordance with Section 10.01 of the Credit Agreement.


 


Section 6.03.     Administrative
Agent’s Fees and Expenses; Indemnification.


 


(a)            The
parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses incurred
hereunder as provided in Section 10.04 of the Credit Agreement and the Administrative Agent and its Agent-Related Persons shall be
entitled to indemnity for its actions in connection herewith as provided in Section 10.05 of the Credit Agreement.


 


(b)            Any
such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents.
The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement
or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations,
the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, any investigation made by or
on behalf of the Administrative Agent or any other Secured Party, or any resignation by, or removal of, the Administrative Agent. All
amounts due under this Section 6.03 shall be payable within 30 days of written demand therefor (together with backup documentation
supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund such amount to the extent
that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect
to such payment pursuant to the express terms of this Section 6.03.


 


Section 6.04.     Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.


 


Section 6.05.     Survival
of Agreement. All representations and warranties made by the Grantors hereunder and in the other Loan Documents and in the certificates
or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon
by the Secured Parties and shall survive the execution and delivery of the Loan Documents, the making of any Loans and the provision of
services under Secured Hedge Agreements, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding
that any Secured Party may have had notice or knowledge of any Default or Event of Default at the time any credit is extended under the
Credit Agreement, and shall continue in full force and effect as long as this Agreement has not been terminated or released pursuant to
Section 6.11 below.


 






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Section 6.06.     Counterparts;
Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic communication of an
executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of
this Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall
have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent,
and thereafter shall be binding upon such Grantor and the Administrative Agent and their respective permitted successors and assigns,
and shall inure to the benefit of such Grantor, the Administrative Agent and the other Secured Parties and their respective permitted
successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest
herein (and any such assignment or transfer shall be void) without the prior written consent of the Administrative Agent, except to the
extent permitted by this Agreement or the Credit Agreement. This Agreement shall be construed as a separate agreement with respect to
each Grantor and may be amended, restated, amended and restated, modified, supplemented, waived or released with respect to any Grantor
without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.


 


Section 6.07.     Severability.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 6.08.     Governing
Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process. The terms of Sections 10.15 and 10.16 of the Credit
Agreement with respect to governing law, submission of jurisdiction, venue, consent to services of process and waiver of jury trial are
incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.


 


Section 6.09.     Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


Section 6.10.     Security
Interest Absolute. To the extent permitted by Law, all rights of the Administrative Agent hereunder, the Security Interest, the grant
of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective
of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any
of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent
to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release
or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee,
securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise constitute a defense
(other than defense of payment or performance) available to, or a discharge of, any Grantor in respect of the Secured Obligations or this
Agreement.


 






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Section 6.11.     Termination
or Release.


 


(a)            This
Agreement and each other Collateral Document (in each case, other than with respect to provisions hereof that expressly survive termination),
the Security Interest and all other security interests granted hereby or thereby shall terminate with respect to all Secured Obligations
and any Liens arising therefrom shall be automatically released upon termination of the Aggregate Commitments and payment in full of all
Obligations (other than contingent indemnification obligations as to which no claim has been asserted) .


 


(b)            A
Grantor that is a Guarantor shall automatically be released from its obligations hereunder and under any other Collateral Document to
which it is a party and the Security Interest and all other Liens granted hereby or thereby to the Administrative Agent in the Collateral
of such Grantor shall be automatically released upon the consummation of any transaction or upon any designation, in each case, permitted
by the Credit Agreement as a result of which such Grantor is released as a Guarantor pursuant to Section 11.09 of the Credit Agreement.


 


(c)            Upon
(i) any Disposition by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer
to another Loan Party), (ii) the effectiveness of any written consent to the release of the Security Interest or other Liens granted
hereby or by any other Collateral Document in any Collateral pursuant to Section 10.01 of the Credit Agreement or (iii) any
Collateral becoming an “Excluded Asset”, the security interest in such Collateral shall be automatically released.


 


(d)            The
Security Interest and other Liens granted hereby or by any other applicable Collateral Document in any Collateral shall, with respect
to such Collateral, be subordinated to another Lien permitted by Section 7.01 of the Credit Agreement, in accordance with the terms
of Section 9.10(c) of the Credit Agreement, either (i) upon an election by the Administrative Agent to subordinate such
security interest or (ii) in respect of Liens permitted by Section 7.01(b), (u), (w) and (aa) (solely with respect to clauses
(b), (u) and (w)) of the Credit Agreement, upon the Parent Borrower’s written notice to the Administrative Agent thereof (with
the Administrative Agent’s prompt acknowledgement, not to be unreasonably withheld, delayed or conditioned).


 


(e)            In
connection with any termination, subordination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 6.11,
the Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall
reasonably request to evidence such termination, subordination or release and shall perform such other actions reasonably requested by
such Grantor to effect such termination, subordination or release, including delivery of certificates, securities and instruments. Any
execution and delivery of documents pursuant to this Section 6.11 shall be without recourse to or representation or warranty of any
kind (either express or implied) by the Administrative Agent.


 






    	 	25	 



     


    

 


Section 6.12.     Additional
Grantors. Pursuant to the Credit Agreement, certain additional Restricted Subsidiaries of the Loan Parties and Successor Parent Borrowers
may be required to enter into this Agreement as Grantors. Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary
or Successor Parent Borrower of a Security Agreement Supplement, such Restricted Subsidiary shall become a Grantor hereunder with the
same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require
the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Grantor as a party to this Agreement.


 


Section 6.13.     Administrative
Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the attorney-in-fact of such Grantor for
the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative
Agent may deem necessary or advisable to accomplish the purposes hereof at any time after the occurrence and during the continuance of
an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing,
the Administrative Agent shall have the right, after the occurrence and during the continuance of an Event of Default and notice by the
Administrative Agent to the applicable Grantor of the Administrative Agent’s intent to exercise such rights, with full power of
substitution either in the Administrative Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or
deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part
thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral;
(c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) upon prior written
notice to the Parent Borrower, to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute
any and all suits, actions or proceedings at Law or in equity in any court of competent jurisdiction to collect or otherwise realize on
all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or
defend any actions, suits or proceedings relating to all or any of the Collateral; (g) upon prior written notice to the Parent Borrower,
to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Administrative Agent; (h) to obtain
and adjust insurance required to be paid to the Administrative Agent; and (i) to use, sell, assign, transfer, pledge, make any agreement
with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes
of this Agreement, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral for all purposes;
provided that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to make any commitment
or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to present or file any
claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect
thereof or any property covered thereby. The Administrative Agent and the other Secured Parties shall be accountable only for amounts
actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees
or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith,
material breach or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact,
in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction.


 






    	 	26	 



     


    

 


Section 6.14.     General
Authority of the Administrative Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured
Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Administrative Agent
as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Administrative Agent shall have the authority
to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral
Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval
hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it
shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise
any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement
or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.


 


Section 6.15.     Reasonable
Care. The Administrative Agent is required to use reasonable care in the custody and preservation of any of the Collateral in its
possession; provided that the Administrative Agent shall be deemed to have used reasonable care in the custody and preservation
of any of the Collateral, if such Collateral is accorded treatment substantially similar to that which the Administrative Agent accords
its own property.


 


Section 6.16.     Delegation;
Limitation. The Administrative Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either
directly or by or through agents or attorneys-in-fact, and shall not be responsible to the Lenders for the gross negligence or willful
misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or willful misconduct.


 


Section 6.17.     Reinstatement.
The obligations of the Grantors under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment
by or on behalf of the Borrowers or other Loan Party in respect of the Secured Obligations is rescinded, avoided, or must be otherwise
restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.


 


Section 6.18.     [Reserved].


 






    	 	27	 



     


    

 


Section 6.19.     Intercreditor
Agreements.


 


(a)            Notwithstanding
anything herein to the contrary, the Liens and Security Interest granted to the Administrative Agent or any other Secured Party pursuant
to this Agreement, the exercise of any right or remedy by the Administrative Agent or any other Secured Party hereunder and all other
terms and provisions of this Agreement, are subject to the terms and provisions of the ABL Intercreditor Agreement, the Second Lien Intercreditor
Agreement, any First Lien Intercreditor Agreement and any other subordination and intercreditor agreement entered into pursuant to the
Credit Agreement or any other Loan Document. In the event of any conflict between the terms and conditions of the ABL Intercreditor Agreement,
the Second Lien Intercreditor Agreement, any First Lien Intercreditor Agreement and any other subordination and intercreditor agreement
entered into pursuant to the Credit Agreement or any other Loan Document and the terms and conditions of this Agreement, the terms and
conditions of the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement, any First Lien Intercreditor Agreement and any
other subordination and intercreditor agreement entered into pursuant to the Credit Agreement or any other Loan Document, as applicable,
shall govern and control in all respects and supersede the terms of this Agreement with respect to such conflict. No right, power or remedy
granted to the Administrative Agent or any other Secured Party hereunder shall be exercised by the Administrative Agent or such other
Secured Party, and no direction shall be given by the Administrative Agent or any other Secured Party, in contravention of the ABL Intercreditor
Agreement, the Second Lien Intercreditor Agreement, any First Lien Intercreditor Agreement and any other subordination and intercreditor
agreement entered into pursuant to the Credit Agreement or any other Loan Document.


 


(b)            Notwithstanding
anything to the contrary contained in this Agreement or any other Loan Document, to the extent the provisions of any Loan Document require
the delivery of, or control over, Collateral to be granted to the Administrative Agent at any time prior to the discharge of the ABL Obligations,
then delivery of ABL Priority Collateral (as defined in the Credit Agreement) (or control with respect thereto) shall instead be made
to the ABL Agent, to be held in accordance with the ABL Financing Documents and the ABL Intercreditor Agreement, each applicable Grantor’s
obligations hereunder or in any other Loan Document (including the representations and warranties made by it hereunder and in the other
Loan Documents) with respect to such delivery shall be deemed satisfied by the delivery to the ABL Agent, acting as a gratuitous bailee
of the Administrative Agent pursuant to the ABL Intercreditor Agreement. Furthermore, at all times prior to the discharge of the ABL Obligations,
the Administrative Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and
any “control” or similar agreements with respect to such Collateral) to ABL Agent.


 


[Signature Pages Follow]


 






    	 	28	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have duly
executed this Agreement as of the day and year first above written.


 


	 	HC GROUP HOLDINGS II, LLC, as the Initial Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	BIOSCRIP INC., as the Parent Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    


     


    

 


	 	GRANTORS:




 


		[●]	



 


	 	By:	 
	 	Name:	 
	 	Title:	 




 






    


     


    

 


	 	BANK OF AMERICA, N.A., as Administrative Agent,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    


     


    

 


Schedule
I(a) - Legal Names.


 


	Legal Name	Type of Entity	Registered Organization

(Yes/No)	Organizational Number	Federal Taxpayer 

Identification Number	State of Formation
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 






    


     


    





 


Schedule I(b) - Prior Organizational
Names


 


	Grantor	Prior Name	Date of Change
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






    


     


    

 








Schedule I(c) - Other Names on IRS Filings;
Changes in Jurisdiction


 


	Grantor	List of All Other

Names Used on Any

Filings with the

Internal Revenue

Service During Past

Five Years	Prior Jurisdiction of

Organization
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






    


     


    

 








Schedule II - Chief Executive Offices


 


	Grantor	Address	County	State
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 





 






    


     


    

 


Schedule III(a) - Patents and Trademarks


 


UNITED STATES PATENTS:


 


[●]


 


OTHER PATENTS:


 


[●]


 


UNITED STATES TRADEMARKS:


 


	Current Owner	Trademark	Serial No.	Regn. No.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


OTHER TRADEMARKS:


 


	Current

Owner	Trademark	Country	Serial No.	Regn. No.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 






    


     


    

 








Schedule III(b) - Copyrights


 


UNITED STATES COPYRIGHTS


 


	 	Claimant	Title	Registration

No.	Registration

Date
	1.	 	 	 	 
	2.	 	 	 	 
	3.	 	 	 	 
	4.	 	 	 	 
	5.	 	 	 	 
	6.	 	 	 	 
	7.	 	 	 	 
	8.	 	 	 	 
	9.	 	 	 	 


 


OTHER COPYRIGHTS:


 


[●]


 






    


     


    

 


Schedule IV - Pledged Equity and Pledged
Debt


 


Pledged Debt


 


[●]


 


Pledged Equity


 


	Name of Grantor	Name of Pledged Company	Number of

 Shares/Units	Percentage of

 Class Owned	Percentage of

 Class Pledged	Cert. Nos.
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 






    


     


    

 


Schedule V - Commercial Tort Claims


 


[●]


 












    


     


    

 


EXHIBIT G


 


Global Intercompany Note


 


New York, New York


Date: [____], 2019


 


FOR VALUE RECEIVED, each of
the undersigned (and its successors), to the extent a borrower from time to time with respect to any loan or advance or other credit extensions
(including trade payables) (a “Loan”) from any other entity listed on the signature page hereto (each, in such
capacity, a “Payor”), hereby promises to pay to such other entity listed below (each, in such capacity, a “Payee”)
or its registered assigns, in immediately available funds in the currencies as shall be agreed from time to time at such location as the
applicable Payee shall from time to time designate, the unpaid principal amount of all Loans made by such Payee to such Payor. Each Payor
promises also to pay interest, if any, on the unpaid principal amount of all such loans and advances or other credit extensions in like
money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to
time by such Payor and such Payee.


 


This
note (“Note”) is an Intercompany Note referred to in the (i) First Lien Credit Agreement, dated as of August 6,
2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “First Lien Credit
Agreement”), among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger
Sub 2” through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of
the Credit Agreements (as defined below) until the consummation of the Debt Assumption, the “Initial Borrower”), BioScrip, Inc.,
a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent Borrower”),
the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative
Agent and the Lenders and other parties from time to time party thereto, (ii) ABL Credit Agreement, dated as of August 6, 2019
(as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ABL Credit Agreement”,
and together with the First Lien Credit Agreement, the “Credit Agreements”), among the Borrowers party thereto from
time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent (together with its successors
and assigns in such capacity, the “ABL Agent”), a Swing Line Lender and an Issuing Bank, and the Lenders and other
parties from time to time party thereto and (iii) an Indenture, dated as of August 6, 2019 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Second Lien Notes Indenture”) among the Issuers
party thereto from time to time and Ankura Trust Company, LLC, as Collateral Agent (together with its successors and assigns in such capacity,
the “Second Lien Agent”, and, together with the First Lien Agent and the ABL Agent, collectively, the “Agents”).
Capitalized terms used in this Note and not otherwise defined herein have the meanings specified in the First Lien Credit Agreement, ABL
Credit Agreement or the Second Lien Notes Indenture, as applicable. This Note (a) evidences loans, advances and other credit extensions,
where, and to the extent that, both (i) the Payor is a Loan Party and (ii) the Payee is a Non-Loan Party and (b) is subject
to the terms of the Credit Agreements.


 


Each Payee is hereby authorized
(but not required) to record all loans and advances made by it to any Payor (all of which shall be evidenced by this Note), and all repayments
or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information
contained therein.


 






    


     


    

 


Anything in this Note to the
contrary notwithstanding, the indebtedness owed by any Payor that is a Loan Party to any Payee that is a Non-Loan Party (including the
indebtedness evidenced by this Note but excluding any indebtedness owed by or to a Payor or Payee that is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended, or any other applicable Laws requiring such registration) (any such Payor and Payee
with respect to any such indebtedness, an “Affected Payor” or “Affected Payee”, as relevant) shall
be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to all Secured Obligations as defined
in the First Lien Credit Agreement (the “First Lien Obligations”), all Secured Obligations as defined in the ABL Credit
Agreement (the “ABL Obligations”) and all Secured Obligations as defined in the Second Lien Notes Indenture (the “Second
Lien Obligations”), including, without limitation, where applicable, under such Affected Payor’s guarantee of the First
Lien Obligations, the ABL Obligations or the Second Lien Obligations (the Obligations, the ABL Obligations, the Second Lien Obligations
and the foregoing obligations, including interest thereon, fees, and expenses, if any, accruing after the commencement of any proceedings
referred to in clause (i) below, whether or not such interest, fees, or expenses is an allowed or allowable claim in such proceeding,
being hereinafter collectively referred to as “Senior Indebtedness”):


 


(i)            In
the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings
in connection therewith, relative to any Affected Payor or to its creditors, as such, or to its property, and in the event of any proceedings
for voluntary liquidation, dissolution or other winding up of such Affected Payor, whether or not involving insolvency or bankruptcy,
then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting Senior Indebtedness
(other than contingent indemnification obligations as to which no claim has been asserted) and no Letter of Credit shall remain outstanding
(unless the Outstanding Amount of the LC Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit
reasonably satisfactory to the applicable Issuing Bank or such Letter of Credit has been deemed reissued under another agreement reasonably
acceptable to the applicable Issuing Bank) before any Affected Payee is entitled to receive (whether directly or indirectly), or make
any demands for, any payment or distribution on account of this Note and (y) until the holders of Senior Indebtedness are paid in
full in cash in respect of all amounts constituting Senior Indebtedness (other than contingent indemnification obligations as to which
no claim has been asserted) and no Letter of Credit shall remain outstanding (unless the Outstanding Amount of the LC Obligations related
thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or such
Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank), any payment or
distribution to which such Affected Payee would otherwise be entitled (other than (A) equity securities or (B) debt securities
of such Affected Payor that are subordinated, to at least the same extent as this Note, to the payment of all Senior Indebtedness then
outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) in respect of this Note
shall be made to the holders of Senior Indebtedness;


 


(ii)           (x) if
any Event of Default under Sections 8.01(a) or 8.01(f) of the First Lien Credit Agreement or ABL Credit Agreement or under Sections
6.01(a) or 6.01(f) of the Second Lien Notes Indenture occurs and is continuing and (y) subject to the ABL Intercreditor
Agreement, the First Lien Agent, the ABL Agent or the Second Lien Agent delivers notice to the Borrowers instructing the Borrowers that
such Agent is thereby exercising its rights pursuant to this clause (ii) (provided that no such notice shall be required to be given
in the case of any Event of Default arising under Section 8.01(f) of either Credit Agreement or Section 6.01(f) of
the Second Lien Notes Indenture), then no payment or distribution of any kind or character shall be made by or on behalf of the Affected
Payor or any other Person on its behalf with respect to this Note until the Senior Indebtedness has been paid in full (other than contingent
indemnification obligations as to which no claim has been asserted) and no Letter of Credit shall remain outstanding (unless the Outstanding
Amount of the LC Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory
to the applicable Issuing Bank or such Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the
applicable Issuing Bank); and


 






    


     


    

 


(iii)          if
any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities),
in respect of this Note shall (despite these subordination provisions) be received by any Payee in violation of clause (i) or (ii),
such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the ABL Agent or the First
Lien Agent (or after the discharge of First Lien Obligations (as defined in the ABL Intercreditor Agreement), the Second Lien Agent),
as applicable, in each case on behalf of the applicable Secured Parties, to the extent necessary to pay all Senior Indebtedness in full
in cash (other than contingent indemnification obligations as to which no claim has been asserted) and no Letter of Credit shall remain
outstanding (unless the Outstanding Amount of the LC Obligations related thereto has been Cash Collateralized or back-stopped by a letter
of credit reasonably satisfactory to the applicable Issuing Bank or such Letter of Credit has been deemed reissued under another agreement
reasonably acceptable to the applicable Issuing Bank).


 


To the fullest extent permitted
by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination of this Note
by any act or failure to act on the part of any Affected Payor or by any act or failure to act on the part of such holder or any trustee
or agent for such holder. Each Affected Payee and each Affected Payor hereby agree that the subordination of this Note (a) is, with
respect to the holders of Senior Indebtedness, intended to be and shall be enforceable as a subordination agreement within the meaning
of Section 510(a) of the United States Bankruptcy Code or any similar provision under any other bankruptcy, insolvency, reorganization
or other similar law now or hereafter in effect and (b) is for the benefit of (i) each Agent and each Secured Party are obligees
under this Note to the same extent as if their names were written herein as such and any of each Agent may, on behalf of itself, and each
Secured Party, as applicable, proceed to enforce the subordination provisions herein to the extent applicable subject to the ABL Intercreditor
Agreement.


 


For the sake of clarity, the
Indebtedness evidenced by this Note owed by any Payor that is a Non-Loan Party shall not be subordinated to, and shall rank pari passu
in right of payment with, any other obligation of such Payor.


 


Nothing contained in the subordination
provisions set forth above is intended to or will impair, as between each Payor and each Payee, the obligations of such Payor, which are
absolute and unconditional, to pay to such Payee the principal of and interest, if any, on this Note as and when due and payable in accordance
with its terms, or is intended to or will affect the relative rights of such Payee and other creditors of such Payor other than the holders
of Senior Indebtedness. For the avoidance of doubt, this Note as between each Payor and each Payee contains additional terms to any intercompany
loan agreement between them and this Note does not in any way replace such intercompany loans between them nor does this Note in any way
change the principal amount of any intercompany loans between them.


 


If, at any time, all or part
of any payment with respect to Senior Indebtedness theretofore made is rescinded or avoided or must otherwise be returned by the holders
of Senior Indebtedness for any reason whatsoever (including, without limitation, in connection with the insolvency, bankruptcy or reorganization
of the any Loan Party or such other Persons), the subordination provisions set forth herein shall continue to be effective or be reinstated,
as the case may be, all as though such payment had not been made.


 


Each Payor hereby waives presentment,
demand, protest or notice of any kind in connection with this Note. Except to the extent of any taxes required by law to be withheld,
all payments under this Note shall be made without offset, counterclaim or deduction of any kind.


 






    


     


    

 


This Note shall be binding
upon each Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the benefit of each Payee and
its successors and assigns, including subsequent holders hereof.


 


From
time to time after the date hereof, additional subsidiaries and affiliates of the Holdings Guarantors may become parties hereto
(as Payor and/or Payee, as the case may be) by executing a counterpart signature page to this Note (each additional subsidiary, an
“Additional Party”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby
waived by the other Payors and Payees, each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as fully
a party hereto as if such Additional Party were an original signatory hereof. Each Payor expressly agrees that its obligations arising
hereunder shall not be affected or diminished by the addition or release of any other Payor or Payee hereunder. This Note shall be fully
effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other Person becomes or fails to become
or ceases to be a Payor or Payee hereunder.


 


Indebtedness governed by this
Note shall be maintained in “registered form” within the meaning of Section 163(f) of the Internal Revenue Code
of 1986, as amended. The Payor or its designee (which shall, at the either Agent’s request, be such Agent, acting solely for these
purposes as agent of the Payor) shall record the transfer of the right to payments of principal and interest on the indebtedness governed
by this Note to holders of the Senior Indebtedness in a register (the “Register”), and no such transfer shall be effective
until entered in the Register.


 


THIS NOTE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


[Signature Pages Follow]


 






    


     


    

 


BIOSCRIP, INC.


 


	By:	 	 
	Name:	 	 
	Title:	 	 




 












    


     


    

 


[GUARANTORS]


 


	By:	 	 
	Name:	 	 
	Title:	 	 




 












    


     


    

 


EXHIBIT H-1


 


FORM OF GUARANTY JOINDER AGREEMENT


 


THIS
GUARANTY JOINDER TO CREDIT AGREEMENT [and __________1, IN EACH CASE] AS AND TO THE EXTENT APPLICABLE (this “Joinder”),
is executed as of [DATE] by [NAME OF SUBSIDIARY], a __________ [corporation] [limited liability company] [partnership] (the “Joining
Party”), and delivered to Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), for
the benefit of the Secured Parties. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement
(as defined below) shall be used herein as therein defined.


 


W
I T N E S S E T H:


 


WHEREAS,
HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2”
through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of the Credit Agreement
(as defined below) until the consummation of the Debt Assumption, the “Initial Borrower”), BioScrip, Inc., a Delaware
corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent Borrower”),
the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the Administrative Agent and the
Lenders and other parties from time to time party thereto have entered into a First Lien Credit Agreement, dated as of August 6,
2019 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”),
providing for the making of Loans to the Borrowers as contemplated therein;


 


WHEREAS,
the Joining Party [is a newly formed or acquired Material Domestic Subsidiary (other than a Subsidiary Borrower or an Excluded Subsidiary
unless such Excluded Subsidiary is then an Elective Guarantor) and, therefore, is required pursuant to the provisions of the Credit Agreement
to become a Subsidiary Guarantor under the Credit Agreement, and a Grantor under the Security Agreement and the Intercreditor Agreements]/[is
a wholly-owned Restricted Subsidiary and the Parent Borrower desires the Joining Party to Guarantee the Obligations by causing such Restricted
Subsidiary to become a Subsidiary Guarantor under the Credit Agreement, and a Grantor under the Security Agreement and the Intercreditor
Agreements]2; [and]


 


[WHEREAS,
the Administrative Agent has not prohibited the Joining Party becoming a Loan Party and a Subsidiary Guarantor under the Loan Documents3;
and]


 





 






		1	Complete as applicable in case at the time of execution of the
Joinder Agreement there is any Intercreditor Agreement in effect.



 


		2	Delete and modify as appropriate.





 


		3	The Administrative Agent may prohibit a Foreign Subsidiary from
becoming an Elective Guarantor if it determines, in its reasonable credit judgment but after consultation with the Administrative Borrower,
that such Foreign Subsidiary would not provide customary credit support for the Secured Obligations, which determination may be based
upon (A) the amount and enforceability of the Guaranty that would be provided by the proposed Elective Guarantor, (B) the enforceability
of any security interest that may be granted with respect to any Collateral located in the relevant jurisdiction and/or (C) such proposed
Elective Guarantor is organized in a country that is not a member of the Organization for Economic Cooperation and Development or that
is the target of any U.S. sanctions program administered by OFAC.



 






    


     


    

 


WHEREAS,
the Joining Party will obtain benefits from the incurrence of Loans by, and the issuance of, and participations in, Letters of Credit
for the account of, the Borrowers, in each case pursuant to the Credit Agreement, and, accordingly, desires to execute this Joinder [in
order to (i) satisfy the requirements of the Collateral and Guarantee Requirement and (ii)]4 induce the Lenders
to continue to make Loans to the Borrowers, in each case pursuant to the Credit Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and other benefits accruing to the Joining Party, the receipt and sufficiency of which are hereby acknowledged, the Joining
Party hereby makes the following representations and warranties to the Administrative Agent for the benefit of each of the Secured Parties
and hereby covenants and agrees with each Secured Party as follows:


 


1.            By
executing and delivering this Joinder, the Joining Party becomes [(i)] a [Subsidiary] Guarantor for all purposes under the Credit Agreement,
[pursuant to Section 6.11 thereof,]5 and (ii) a Grantor for all purposes under the Second Lien Intercreditor
Agreement, pursuant to Article 5 thereof.


 


2.            The
Joining Party agrees that, upon its execution and delivery hereof, it will become a [Subsidiary] Guarantor under the Guaranty pursuant
to the Credit Agreement with respect to the Guaranteed Obligations, and will be bound by all terms, conditions and duties applicable to
a [Subsidiary] Guarantor under the Credit Agreement and the other Loan Documents. Without limitation of the foregoing, and in furtherance
thereof, the Joining Party hereby jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety,
to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity,
by required prepayment, declaration, demand, by acceleration or otherwise) of the Guaranteed Obligations; provided, however,
that Guaranteed Obligations shall exclude all Excluded Swap Obligations.


 


3.            The
Joining Party agrees that it shall execute and deliver a Security Agreement Supplement on the date hereof simultaneously with the execution
of this Joinder and that it will become a Grantor under, and as defined in, the Security Agreement, and will be bound by all terms, conditions
and duties applicable to a Grantor under the Security Agreement.


 


4.            The
Joining Party hereby warrants and represents that it has good record title to, or valid leasehold interests in, or easements or other
limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except
as set forth on Annex I hereto and except for minor defects in title that do not materially interfere with its ability to conduct its
business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 of the Credit Agreement and except
where the failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 


5.            This
Joinder shall be binding upon the Joining Party and its respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and permitted assigns, provided, however, that the Joining
Party may not assign any of its rights, obligations or interest hereunder or under any other Loan Document other than as permitted by
the Credit Agreement. THIS JOINDER AND ANY CLAIM OR CONTROVERSY RELATING TO THE SUBJECT MATTER HEREOF, WHETHER SOUNDING IN CONTRACT
LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Each of the parties
hereto hereby agrees that Sections 10.15 and 10.16 of the Credit Agreement are incorporated herein mutatis mutandis. This Joinder
may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument. Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to
this Joinder shall be effective as delivery of an original executed counterpart of this Joinder. In the event that any provision of this
Joinder shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Joinder
which shall remain binding on all parties hereto.


 





 






		4	To be included if the Joining Party is required to become a
Loan Party under the Credit Agreement.





 


		5	To be included if the Joining Party is required to become a
Loan Party under the Credit Agreement.





 






    


     


    

 


5.            From
and after the execution and delivery hereof by the parties hereto, this Joinder shall constitute a “Loan Document” for all
purposes of the Credit Agreement and the other Loan Documents.


 


* * *


 






    


     


    

 








IN WITNESS WHEREOF, the Joining
Party has caused this Joinder to be duly executed and delivered as of the date first above written.


 


	 	[NAME OF DOMESTIC SUBSIDIARY]




 


	 	By:	 
	 	 	Name:
	 	 	Title:




 


Accepted and Acknowledged by:


 


BANK OF AMERICA, N.A.,


as Administrative Agent


 


	By:	 	 
	 	Name:	 
	 	Title:	 




 






    


     


    

 








ANNEX I


 


Ownership of Property, Liens


 






    


     


    





 


EXHIBIT H-2


 


FORM OF
BORROWER JOINDER AGREEMENT


 


THIS
BORROWER JOINDER TO CREDIT AGREEMENT [and __________1, IN
EACH CASE] AS AND TO THE EXTENT APPLICABLE (this “Joinder”), is executed as of [DATE] by [NAME OF SUBSIDIARY], a __________
[corporation] [limited liability company] [partnership] (the “New Borrowing Subsidiary”), and delivered to Bank of
America, N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties. Except
as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein
as therein defined.


 


W I T N E S S E T H:


 


WHEREAS,
HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware
limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately after the consummation
of the Merger and the effectiveness of the Credit Agreement (as defined below) until the consummation of the Debt Assumption, the “Initial
Borrower”), BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the
Debt Assumption, the “Parent Borrower”), the other Borrowers party thereto from time to time, the Guarantors party
thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto
have entered into a First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), providing for the making of Loans to the Borrowers and the issuance
of, and participation in, Letters of Credit for the account of the Borrowers, all as contemplated therein;


 


WHEREAS,
pursuant to Section 2.18(f) of the Credit Agreement, the Administrative Borrower may, at any time and from time to time, designate
any Restricted Subsidiary that is a wholly-owned Domestic Subsidiary that is treated as a corporation for U.S. federal income tax purposes
as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Administrative
Borrower.


 


WHEREAS,
the Administrative Borrower and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrower under the Credit
Agreement.


 


WHEREAS,
the New Borrowing Subsidiary will obtain benefits from the incurrence of Loans by, and the issuance of, and participations in, Letters
of Credit for the account of, the Borrowers, in each case pursuant to the Credit Agreement, and, accordingly, desires to execute this
Joinder in order to induce the Lenders to continue to make Loans to the Borrowers pursuant to the Credit Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and other benefits accruing to the New Borrowing Subsidiary, the receipt and sufficiency
of which are hereby acknowledged, the New Borrowing Subsidiary hereby makes the following representations and warranties to the Administrative
Agent for the benefit of each of the Secured Parties and hereby covenants and agrees with each Secured Party as follows:


 





 






1
      Complete as applicable in case at the time of execution of the Joinder Agreement there is any Intercreditor
Agreement in effect.


 






    


     


    













 


1.        By
executing and delivering this Joinder, the New Borrowing Subsidiary becomes (i) a Borrower for all purposes under the Credit Agreement,
pursuant to Section 2.18(f) thereof, and (ii) a Grantor for all purposes under the Second Lien Intercreditor Agreement,
pursuant to Article 5 thereof.


 


2.       The
New Borrowing Subsidiary, in consideration of each Lender’s agreement to extend credit to it under and on the terms and conditions
set forth in the Credit Agreement, does hereby assume each of the obligations imposed upon a “Borrower” under the
Credit Agreement and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance of the foregoing, the New
Borrowing Subsidiary hereby represents and warrants to each Lender as follows:


 


		(a)	Upon
                                            execution and delivery of this Agreement to the Administrative Agent, the New Borrowing Subsidiary
                                            will become a Borrower under the Credit Agreement and will thereafter (i) have all the
                                            rights and obligations of a Borrower thereunder and be bound by all the provisions thereof,
                                            as fully as if the New Borrowing Subsidiary were one of the original parties thereto and
                                            (ii) be designated as a Loan Party under the Loan Documents (to the extent not already
                                            so designated) with all the rights and obligations of a Loan Party, as fully as if the New
                                            Borrowing Subsidiary were one of the original Borrowers under the Credit Agreement.



 


		(b)	The
                                            New Borrowing Subsidiary is a wholly-owned Restricted Subsidiary that is a Domestic Subsidiary
                                            of the Parent Borrower that is treated as a corporation for U.S. federal income tax purposes.



 


3.       The
New Borrowing Subsidiary agrees that it shall execute and deliver a Security Agreement Supplement on the date hereof simultaneously with
the execution of this Joinder and that it will become a Grantor under, and as defined in, the Security Agreement, and will be bound by
all terms, conditions and duties applicable to a Grantor under the Security Agreement.


 


4.       This
Joinder shall be binding upon the New Borrowing Subsidiary and its respective successors and permitted assigns and shall inure to the
benefit of and be enforceable by each of the parties hereto and its successors and permitted assigns, provided, however,
that the New Borrowing Subsidiary may not assign any of its rights, obligations or interest hereunder or under any other Loan Document
other than as permitted by the Credit Agreement. THIS JOINDER AND ANY CLAIM OR CONTROVERSY RELATING TO THE SUBJECT MATTER HEREOF,
WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK. Each of the parties hereto hereby agrees that Sections 10.15 and 10.16 of the Credit Agreement are incorporated herein
mutatis mutandis. This Joinder may be executed in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission of an executed
counterpart of a signature page to this Joinder shall be effective as delivery of an original executed counterpart of this Joinder.
In the event that any provision of this Joinder shall prove to be invalid or unenforceable, such provision shall be deemed to be severable
from the other provisions of this Joinder which shall remain binding on all parties hereto.


 


5.       From
and after the execution and delivery hereof by the parties hereto, this Joinder shall constitute a “Loan Document” for all
purposes of the Credit Agreement and the other Loan Documents.


 


*
* *








 






    


     


    







 


IN
WITNESS WHEREOF, the New Borrowing Subsidiary has caused this Joinder to be duly executed and delivered as of the date first above written.











 


	 	[NAME OF DOMESTIC SUBSIDIARY]
	 	 	 
	 	 	 
	 	By:	 
			Name:
	 	 	Title:



 








	Accepted
    and Acknowledged by:	 
	 	 
	BANK
    OF AMERICA, N.A.,	 
	as
    Administrative Agent	 
	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 




 






    


     


    

 





EXHIBIT I-1


 


FORM OF





UNITED
STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Amended and Restated First Lien Credit Agreement, dated
as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company”
or the “Parent Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from
time to time, Bank of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto. Capitalized
terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement.


 


Pursuant
to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing
this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue
Code of 1986, as amended, (the “Code”), (iii) it is not a ten percent shareholder of the Borrowers within the
meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to
the Borrowers as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document
are effectively connected with a United States trade or business conducted by the undersigned.


 


The
undersigned has furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. person status on Internal Revenue
Service Form W-8 BEN-E or W-8BEN (or successor form(s)), as applicable. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information
on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrowers and
the Administrative Agent in writing and deliver promptly to the Borrowers and the Administrative Agent an updated certificate or other
appropriate documentation (including any new documentation reasonably requested by the Borrowers or the Administrative Agent) or promptly
notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the undersigned shall
have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made by to the undersigned or at such times are as reasonably requested by
the Borrowers or the Administrative Agent.


 


[Signature
Page Follows]


 






    


     


    

 


	 	[Lender]
	 	 	 
	 	 	 
	 	By:	 
	 		Name: 
	 		Title:
	 	 	 
	 	 	 
	 	[Address]




 


 


Dated:        ______________________,
20[  ]


 




     


     


    

 


EXHIBIT I-2


 


FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Amended and Restated First Lien Credit Agreement, dated
as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company”
or the “Parent Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from
time to time, Bank of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto. Capitalized
terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement.


 


Pursuant
to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole
record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing
such Loan(s)), (iii) neither the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest
exemption (the “applicable partners/members”) is a “bank” within the meaning of Section 881(c)(3)(A) of
the Internal Revenue Code of 1986, as amended, (the “Code”), (iv) none of its applicable partners/members is
a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its applicable
partners/members is a “controlled foreign corporation” related to the Borrowers described in Section 881(c)(3)(C) of
the Code, and (vi) no payments in connection with any Loan Document are effectively connected with a United Statues trade or business
conducted by the undersigned or its applicable partners/members.


 


The
undersigned has furnished the Administrative Agent and the Borrowers with Internal Revenue Service Form W-8IMY accompanied by one
of the following forms from each of its partners/members claiming the portfolio interest exemption (or successor form(s), as applicable):
(i) a Form W-8BEN or W-8BEN-E or (ii) a Form W-8IMY accompanied by a Form W-8BEN or W-8BEN-E from each of such
partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse in time or change in circumstances
renders the information on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so
inform the Borrowers and the Administrative Agent in writing and promptly deliver to the Borrowers and the Administrative Agent an updated
certificate or other appropriate documentation (including any new documentation reasonably requested by the Borrowers or the Administrative
Agent) or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the
undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned or at such times are as reasonably requested
by the Borrowers and the Administrative Agent.


 


[Signature
Page Follows]


 






    


     


    

 





	 	[Lender]
	 	 	 
	 	 	 
	 	By:	 
	 		Name: 
	 		Title:
	 	 	 
	 	 	 
	 	[Address]




 


 






Dated:        ______________________,
20[  ]


 






    


     


    

 





EXHIBIT I-3


 


FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Amended and Restated First Lien Credit Agreement, dated
as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company”
or the “Parent Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from
time to time, Bank of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto. Capitalized
terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement.


 


Pursuant
to the provisions of Section 3.01(d) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies
that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it
is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the
“Code”), (iii) it is not a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of
the Code, (iv) it is not a “controlled foreign corporation” related to the Borrowers described in Section 881(c)(3)(C) of
the Code, and (v) no payments in connection with any Loan Document are effectively connected with a United States trade or business
conducted by the undersigned.


 


The
undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN-E
or W-8BEN-E (or successor form(s)), as applicable. By executing this certificate, the undersigned agrees that (1) if the information
provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete,
expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to
such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by such Lender)
or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have at all times furnished
such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be
made to the undersigned or at such times are as reasonably requested by such Lender.


 


[Signature
Page Follows]


 


 






    


     


    

 





	 	[Participant]
	 	 	 
	 	 	 
	 	By:	 
	 		Name: 
	 		Title:
	 	 	 
	 	 	 
	 	[Address]




 


 


Dated:        ______________________,
20[  ]


 




     


     


    

 





EXHIBIT I-4


 


FORM OF

UNITED STATES TAX COMPLIANCE CERTIFICATE

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference
is made to the Amended and Restated First Lien Credit Agreement, dated
as of October 27, 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement”), among Option Care Health, Inc. (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company”
or the “Parent Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from
time to time, Bank of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto. Capitalized
terms used herein but not otherwise defined shall have the meaning given to such term in the Credit Agreement.


 


Pursuant
to the provisions of Section 3.01(d) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies
that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct
or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its
direct or indirect partners/members claiming the portfolio interest exemption (the “applicable partners/members”)
is a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”),
(iv) none of its applicable partners/members is a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of
the Code, (v) none of its applicable partners/members is a “controlled foreign corporation” related to the Borrowers
described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively
connected with a United States trade or business conducted by the undersigned or its applicable partners/members.


 


The
undersigned has furnished its participating Lender with Internal Revenue Service Form W-8IMY accompanied by one of the following
forms from each of its partners/members claiming the portfolio interest exemption (or successor form(s), as applicable): (i) a
Form W-8BEN or W-8BEN-E or (ii) a Form W-8IMY accompanied by a Form W-8BEN or W-8BEN-E from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption By executing this certificate, the undersigned agrees that (1) if
the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this
certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing
and deliver promptly to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably
requested by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned
shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year
in which each payment is to be made to the undersigned or at such times are as reasonably requested by such Lender.


 


[Signature
Page Follows]


 






    


     


    

 








	 	[Participant]
	 	 	 
	 	 	 
	 	By:	 
	 		Name: 
	 		Title:
	 	 	 
	 	 	 
	 	[Address]




 


 


Dated:        ______________________,
20[  ]



 






    


     


    




 


EXHIBIT J


 


FORM OF
FIRST LIEN INTERCREDITOR AGREEMENT


 


[attached]


 






    


     


    

 








[FORM OF]

FIRST-LIEN INTERCREDITOR AGREEMENT


 


Among


 


BIOSCRIP, INC.,





as
the Parent Borrower,


 


the
other Grantors party hereto,


 


BANK
OF AMERICA, N.A.,

as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties


 


BANK
OF AMERICA, N.A.,

as Authorized Representative for the Credit Agreement Secured Parties,


 


[                        ]

as the Initial Additional First-Lien Collateral Agent,


 


[                        ]

as the Initial Additional Authorized Representative,


 


and


 


each
additional Authorized Representative from time to time party hereto


 


 


dated
as of [______], 20[__]


 






    


     


    







 


FIRST-LIEN
INTERCREDITOR AGREEMENT, dated as of [______], 20 [ _ ] (as amended, restated, amended and restated, extended, supplemented
or otherwise modified from time to time, this “Agreement”), among BioScrip, Inc., a Delaware corporation (the
“Parent Borrower”), certain other borrowers from time to time party to the First Lien Credit Agreement (collectively
with the Parent Borrower, the “Borrowers”), the other Grantors (as defined below) from time to time party hereto,
BANK OF AMERICA, N.A., as administrative agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together
with its successors in such capacity, the “Credit Agreement Collateral Agent”), BANK OF AMERICA, N.A., as Authorized
Representative (as defined below) for the Credit Agreement Secured Parties, [ _ ], as collateral agent for the Initial Additional First-Lien
Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Initial Additional
First-Lien Collateral Agent”), [ _ ], as Authorized Representative for the Initial Additional First-Lien Secured Parties (as
defined below) (in such capacity and together with its successors in such capacity, the “Initial Additional Authorized Representative”)
and each additional Authorized Representative from time to time party hereto for the other Additional First-Lien Secured Parties of the
Series (as defined below) with respect to which it is acting in such capacity.


 


In
consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Administrative Agent (as defined below), the Credit Agreement Collateral Agent (for itself and on behalf
of the Credit Agreement Secured Parties), the Initial Additional First-Lien Collateral Agent, the Initial Additional Authorized Representative
(for itself and on behalf of the Initial Additional First-Lien Secured Parties) and each additional Authorized Representative (for itself
and on behalf of the Additional First-Lien Secured Parties of the applicable Series) agree as follows:


 


ARTICLE I


 


Definitions


 


SECTION 1.01     Certain
Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Credit Agreement or, if
defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings specified
below:


 


“Additional
First-Lien Documents” means, with respect to the Initial Additional First-Lien Obligations or any other Series of Additional
First-Lien Obligations, the notes, indentures, security documents, guarantees and other operative agreements evidencing or governing
such Indebtedness and the Liens securing such Indebtedness, including the Initial Additional First-Lien Documents and the Additional
First-Lien Security Documents and each other agreement entered into for the purpose of securing the Initial Additional First-Lien Obligations
or any other Series of Additional First-Lien Obligations.


 


“Additional
First-Lien Obligations” means collectively (1) the Initial Additional First-Lien Obligations and (2) all Obligations
owing by any Grantor pursuant to the terms of any Series of Additional Senior Class Debt designated as Additional First-Lien
Obligations pursuant to Section 5.13 hereof after the date hereof, including, without limitation, all amounts in respect of any
principal, premium, interest, fees, expenses (including interest, fees, or expenses that accrue after the commencement of an Insolvency
or Liquidation Proceeding, regardless of whether such interest, fees, or expenses is an allowed claim under such Insolvency or Liquidation
Proceeding), letter of credit commissions, reimbursement obligations, charges, expenses, fees, attorneys costs, indemnities and other
amounts payable by a Grantor under any Additional First-Lien Document.


 






    


     


    

 


“Additional
First-Lien Secured Party” means the holders of any Additional First-Lien Obligations and any Collateral Agent and Authorized
Representative with respect thereto, and shall include the Initial Additional First-Lien Secured Parties.


 


“Additional
First-Lien Security Document” means any collateral agreement, security agreement or any other document now existing or entered
into after the date hereof that creates Liens on any assets or properties of any Grantor to secure the Additional First-Lien Obligations.


 


“Additional
Senior Class Debt” has the meaning assigned to such term in Section 5.13.


 


“Additional
Senior Class Debt Parties” has the meaning assigned to such term in Section 5.13.


 


“Additional
Senior Class Debt Representative” has the meaning assigned to such term in Section 5.13.


 


“Administrative
Agent” has the meaning assigned to such term in the definition of “Credit Agreement” and shall include any successor
administrative agent thereto (including as a result of any Refinancing (provided that the Additional First-Lien Obligations with respect
thereto has been designated in writing by the Parent Borrower and the Additional Senior Class Debt Representative under such Additional
First-Lien Document to each other Collateral Agent and each other Authorized Representative as the “Credit Agreement Obligations”
for purposes of this Agreement) or other modification of the Credit Agreement permitted by Section 2.08 hereof).


 


“Agreement”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Applicable
Authorized Representative” means, with respect to any Shared Collateral, (a) prior to a Non-Controlling Authorized Representative
Enforcement Date, (i) until the date that the Discharge of Credit Agreement Obligations has occurred, the Administrative Agent and
(ii) from and after the date that the Discharge of Credit Agreement Obligations has occurred, the Authorized Representative of the
Series of First-Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of
First-Lien Obligations with respect to such Shared Collateral and (b) from and after a Non-Controlling Authorized Representative
Enforcement Date, the Major Non-Controlling Authorized Representative.


 


“Authorized
Representative” means, at any time, (i) in the case of any Credit Agreement Obligations or the Credit Agreement Secured
Parties, the Administrative Agent, (ii) in the case of the Initial Additional First-Lien Obligations or the Initial Additional First-Lien
Secured Parties, the Initial Additional Authorized Representative, and (iii) in the case of any other Series of Additional
First-Lien Obligations or Additional First-Lien Secured Parties that become subject to this Agreement after the date hereof, the “authorized
representative” named for such Series in the applicable Joinder Agreement.


 






    


     


    

 


“Bankruptcy
Case” has the meaning assigned to such term in Section 2.05(b).


 


“Bankruptcy
Code” means Title 11 of the United States Code, as amended.


 


“Bankruptcy
Law” means the Bankruptcy Code and any similar federal, state or foreign law for the relief of debtors.


 


“Borrowers”
has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Collateral”
means all assets and properties subject to Liens created pursuant to any First-Lien Security Document to secure one or more Series of
First-Lien Obligations.


 


“Collateral
Agent” means (i) in the case of any Credit Agreement Obligations, the Credit Agreement Collateral Agent, (ii) in
the case of the Initial Additional First-Lien Obligations, the Initial Additional First-Lien Collateral Agent and (iii) in the case
of any other Series of Additional First-Lien Obligations, the “collateral agent” named for such Series in the applicable
Joinder Agreement.


 


“Controlling
Collateral Agent” means (i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the
Non-Controlling Authorized Representative Enforcement Date, the Credit Agreement Collateral Agent and (ii) from and after the earlier
of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date,
the Collateral Agent with respect to the First-Lien Obligations under which Applicable Authorized Representative is the Authorized Representative.


 


“Controlling
Secured Parties” means, with respect to any Shared Collateral, (i) at any time when the Administrative Agent is the Applicable
Authorized Representative, the Credit Agreement Secured Parties and (ii) at any other time, the Series of First-Lien Secured
Parties whose Authorized Representative is the Applicable Authorized Representative for such Shared Collateral.


 


“Credit
Agreement” means that certain First Lien Credit Agreement, dated as of August 6, 2019, among HC Group Holdings II, LLC
(formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of
the Merger, and immediately after the consummation of the Merger and the effectiveness of the First Lien Credit Agreement until the consummation
of the Debt Assumption, the “Initial Borrower”), the Parent Borrower, certain subsidiaries of the Borrowers party
thereto from time to time, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent (in such capacity
and together with its successors in such capacity, the “Administrative Agent”) and the other parties thereto from
time to time, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.


 


“Credit
Agreement Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement.


 






    


     


    

 


“Credit
Agreement Collateral Documents” means the Security Agreement, the other Collateral Documents (as defined in the Credit Agreement)
and each other agreement entered into in favor of the Credit Agreement Collateral Agent for the purpose of securing any Credit Agreement
Obligations.


 


“Credit
Agreement Obligations” means all “Obligations” as defined in the Credit Agreement.


 


“Credit
Agreement Secured Parties” means the “Secured Parties” as defined in the Credit Agreement.


 


“DIP
Financing” has the meaning assigned to such term in Section 2.05(b).


 


“DIP
Financing Liens” has the meaning assigned to such term in Section 2.05(b).


 


“DIP
Lenders” has the meaning assigned to such term in Section 2.05(b).


 


“Discharge”
means, with respect to any Shared Collateral and any Series of First-Lien Obligations, the date on which such Series of First-Lien
Obligations (including, for the avoidance of doubt, obligations under cash management agreements, hedging agreements and other similar
agreements that were secured by such Shared Collateral) is no longer secured by such Shared Collateral. The term “Discharged”
shall have a corresponding meaning.


 


“Discharge
of Credit Agreement Obligations” means, with respect to any Shared Collateral, the Discharge of the Credit Agreement Obligations
with respect to such Shared Collateral; provided, that the Discharge of Credit Agreement Obligations shall not be deemed to have
occurred in connection with a Refinancing of such Credit Agreement Obligations with Additional First-Lien Obligations secured by such
Shared Collateral under an Additional First-Lien Document which Additional First-Lien Obligations have been designated in writing by
the Administrative Borrower and the Additional Senior Class Debt Representative under such Additional First-Lien Document to each
other Collateral Agent and each other Authorized Representative as the “Credit Agreement Obligations” for purposes of this
Agreement.


 


“Event
of Default” means an “Event of Default” (or similarly defined term) as defined in any Secured Credit Document.


 


“First-Lien
Obligations” means, collectively, (i) the Credit Agreement Obligations and (ii) each Series of Additional First-Lien
Obligations.


 


“First-Lien
Secured Parties” means (i) the Credit Agreement Secured Parties and (ii) the Additional First-Lien Secured Parties
with respect to each Series of Additional First-Lien Obligations.


 


“First-Lien
Security Documents” means, collectively, (i) the Credit Agreement Collateral Documents and (ii) the Additional First-Lien
Security Documents.


 


“Grantors”
means the Borrowers, and each of the Guarantors (as defined in the Credit Agreement) which has granted a security interest pursuant to
any First-Lien Security Document to secure any Series of First-Lien Obligations. The Grantors existing on the date hereof are set
forth in Annex I hereto.


 






    


     


    

 


“Impairment”
has the meaning assigned to such term in Section 1.03.


 


“Initial
Additional Authorized Representative” has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Initial
Additional First-Lien Agreement” mean that certain [indenture] [other loan agreement], dated as of [              ],
20[__], among the Borrowers, [the guarantors identified therein] and [                        ],
as [trustee] [agent], as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.


 


“Initial
Additional First-Lien Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement.


 


“Initial
Additional First-Lien Documents” means the Initial Additional First-Lien Agreement, the debt securities issued thereunder,
the Initial Additional First-Lien Security Agreement and any security documents, guarantees and other operative agreements evidencing
or governing the Indebtedness thereunder, and the Liens securing such Indebtedness including any agreement entered into for the purpose
of securing the Initial Additional First-Lien Obligations.


 


“Initial
Additional First-Lien Obligations” means the [“Obligations”] as such term is defined in the [Initial Additional
First-Lien Security Agreement].


 


“Initial
Additional First-Lien Secured Parties” means the Initial Additional First-Lien Collateral Agent, the Initial Additional Authorized
Representative and the holders of the Initial Additional First-Lien Obligations issued pursuant to the Initial Additional First-Lien
Agreement.


 


“Initial
Additional First-Lien Security Agreement” means the security agreement, dated as of the date hereof, among the Borrowers, the
Initial Additional First-Lien Collateral Agent and the other parties thereto, as amended, restated, amended and restated, extended, supplemented
or otherwise modified from time to time.


 


“Insolvency
or Liquidation Proceeding” means:


 


(1)      any
case commenced by or against the Borrowers or any other Grantor under any Bankruptcy Law, any other proceeding for the reorganization,
recapitalization or adjustment or marshalling of the assets or liabilities of the Borrowers or any other Grantor, any receivership or
assignment for the benefit of creditors relating to the Borrowers or any other Grantor or any similar case or proceeding relative to
the Borrowers or any other Grantor or its creditors, as such, in each case whether or not voluntary;


 


(2)      any
liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to the Borrowers or any other Grantor,
in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or


 






    


     


    

 


(3)      any
other proceeding of any type or nature in which substantially all claims of creditors of the Borrowers or any other Grantor are determined
and any payment or distribution is or may be made on account of such claims.


 


“Intervening
Creditor” has the meaning assigned to such term in Section 2.01(a).


 


“Joinder
Agreement” means a joinder to this Agreement substantially in the form of Annex II hereto.


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale
or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease
having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease in and of
itself be deemed a Lien.


 


“Major
Non-Controlling Authorized Representative” means, with respect to any Shared Collateral, (i) at any time prior to the
Discharge of Credit Agreement Obligations, the Authorized Representative of the Series of Additional First-Lien Obligations that
constitutes the largest outstanding principal amount of any then outstanding Series of Additional First-Lien Obligations with respect
to such Shared Collateral and (ii) at any time from and after the Discharge of Credit Agreement Obligations, the Authorized Representative
of the Series of First-Lien Obligations that constitutes the second largest outstanding principal amount of any then outstanding
Series of First-Lien Obligations with respect to such Shared Collateral.


 


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


 


“Non-Controlling
Authorized Representative” means, at any time with respect to any Shared Collateral, any Authorized Representative that is
not the Applicable Authorized Representative at such time with respect to such Shared Collateral.


 


“Non-Controlling
Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized Representative, the date
which is 180 days (throughout which 180 day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized
Representative) after the occurrence of both (i) an Event of Default (under and as defined in the Additional First-Lien Document
under which such Non-Controlling Authorized Representative is the Authorized Representative) and (ii) each Collateral Agent’s
and each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative certifying
that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an Event
of Default (under and as defined in the Additional First-Lien Document under which such Non-Controlling Authorized Representative is
the Authorized Representative) has occurred and is continuing and (y) the Additional First-Lien Obligations of the Series with
respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full
(whether as a result of acceleration thereof or otherwise) in accordance with the terms of the applicable Additional First-Lien Document;
provided, that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be
deemed not to have occurred with respect to any Shared Collateral (1) at any time the Applicable Authorized Representative or the
Controlling Collateral Agent has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or
(2) at any time the Grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect
to (or otherwise subject to) any Insolvency or Liquidation Proceeding.


 






    


     


    

 



 


“Non-Controlling
Secured Parties” means, with respect to any Shared Collateral, the First-Lien Secured Parties which are not Controlling Secured
Parties with respect to such Shared Collateral.


 


“Non-Shared Collateral”
has the meaning assigned to such term in Section 2.01(c).


 


“Obligations”
means any and all obligations (including guaranty obligations) with respect to the payment and performance of (i) any principal of
or interest or premium on any indebtedness, including any reimbursement obligation in respect of any letter of credit, or any other liability,
including interest that accrues on or after the commencement of any Insolvency or Liquidation Proceeding of the Borrowers or any Grantor
at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed or allowable in
any such Insolvency or Liquidation Proceeding, (ii) any fees, charges, penalties, damages, indemnification obligations, expense reimbursement
obligations or other liabilities or amounts payable under the documentation governing any indebtedness (including, without limitation,
the retaking, holding, selling or otherwise disposing of or realizing on the Collateral), including fees, charges, penalties, damages,
indemnification obligations, expense reimbursement obligations or other liabilities or amounts payable that are incurred on or after the
commencement of any Insolvency or Liquidation Proceeding of the Borrowers or any Grantor, whether or not a claim therefor is allowed or
allowable in any such Insolvency or Liquidation Proceeding, (iii) any obligation to post cash collateral in respect of letters of
credit or any other obligations and (iv) all performance obligations under the documentation governing any indebtedness and shall
in any event include all obligations and liabilities of the Borrowers and each Grantor which, but for the automatic stay under Section 362(a) of
the Bankruptcy Code or any similar provision of any other Bankruptcy Law (if applicable), would become due, in each case, whether outstanding
on the date hereof or incurred or arising from time to time after the date of this Agreement and whether primary, secondary, direct, contingent,
fixed or otherwise.


 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental
authority or other entity.


 


“Possessory Collateral”
means any Shared Collateral in the possession of a Collateral Agent (or its agents or bailees), to the extent that possession thereof
perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction. Possessory Collateral includes, without limitation, any
Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession of the
Collateral Agent under the terms of the First-Lien Security Documents.


 






     


     


    

 


“Post-Petition Interest”
means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any Insolvency or Liquidation
Proceeding whether or not allowed or allowable as a claim in any such Insolvency or Liquidation Proceeding.


 


“Proceeds”
has the meaning assigned to such term in Section 2.01(a).


 


“Refinance”
means, in respect of any indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement, restructure, refund,
replace or repay, or to issue other indebtedness or enter into alternative financing arrangements, in exchange or replacement for such
indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents, borrowers and/or guarantors, and including
in each case, but not limited to, after the original instrument giving rise to such indebtedness has been terminated and including, in
each case, through any credit agreement, indenture or other agreement. “Refinanced” and “Refinancing”
have correlative meanings.


 


“Responsible Officer”
means the chief executive officer, president, vice president, chief financial officer, chief operating officer, chief administrative officer,
secretary or assistant secretary, controller, treasurer or assistant treasurer or other similar officer or Person performing similar functions
of a Person.


 


“Secured Credit Document”
means (i) the Credit Agreement and each Loan Document (as defined in the Credit Agreement), (ii) each Initial Additional First-Lien
Document, and (iii) each other Additional First-Lien Document.


 


“Security Agreement”
means the Security Agreement, dated as of August 6, 2019, among the Borrowers, the Guarantors party thereto, the Administrative Agent
and the other parties thereto, as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time.


 


“Series”
means (a) with respect to the First-Lien Secured Parties, each of (i) the Credit Agreement Secured Parties (in their capacities
as such), (ii) the Initial Additional First-Lien Secured Parties (in their capacities as such), and (iii) the Additional First-Lien
Secured Parties (in their capacities as such) that become subject to this Agreement after the date hereof that are represented by a common
Authorized Representative (in its capacity as such for such Additional First-Lien Secured Parties) and (b) with respect to any First-Lien
Obligations, each of (i) the Credit Agreement Obligations, (ii) the Initial Additional First-Lien Obligations, and (iii) the
Additional First-Lien Obligations incurred after the date hereof pursuant to any Additional First-Lien Document, which pursuant to any
Joinder Agreement, are to be represented hereunder by a common Authorized Representative (in its capacity as such for such Additional
First-Lien Obligations).


 


“Shared Collateral”
means, at any time, Collateral in which the holders of two or more Series of First-Lien Obligations hold, or their respective Authorized
Representatives or the Collateral Agent on behalf of such holders hold, a valid and perfected security interest at such time (other than
Non-Shared Collateral). If more than two Series of First-Lien Obligations are outstanding at any time and the holders of less than
all Series of First-Lien Obligations hold, or their respective Authorized Representatives or the Collateral Agent on behalf of such
holders hold, a valid and perfected security interest in any Collateral at such time, then such Collateral shall constitute Shared Collateral
for those Series of First-Lien Obligations that hold a valid and perfected security interest in such Collateral at such time and
shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest in such Collateral
at such time.


 






     


     


    

 


SECTION 1.02     Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires
otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be
construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented
or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns,
but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the
words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and
Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified
herein, the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the
term “or” is not exclusive.


 


SECTION 1.03     Impairments.
It is the intention of the First-Lien Secured Parties of each Series that the holders of First-Lien Obligations of such Series (and
not the First-Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction
that (x) any of the First-Lien Obligations of such Series are unenforceable under applicable law or are subordinated to any
other obligations (other than another Series of First-Lien Obligations), (y) any of the First-Lien Obligations of such Series do
not have an enforceable security interest in any of the Collateral securing any other Series of First-Lien Obligations and/or (z) any
intervening security interest exists securing any other obligations (other than another Series of First-Lien Obligations) on a basis
ranking prior to the security interest of such Series of First-Lien Obligations but junior to the security interest of any other
Series of First-Lien Obligations or (ii) the existence of any Collateral for any other Series of First-Lien Obligations
that is not Shared Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of
First-Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with
respect to any Real Property (as defined in the Credit Agreement) subject to a mortgage that applies to all First-Lien Obligations shall
not be deemed to be an Impairment of any Series of First-Lien Obligations. In the event of any Impairment with respect to any Series of
First-Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First-Lien Obligations,
and the rights of the holders of such Series of First-Lien Obligations (including, without limitation, the right to receive distributions
in respect of such Series of First-Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent
necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First-Lien Obligations subject
to such Impairment. Additionally, in the event the First-Lien Obligations of any Series are modified pursuant to applicable law (including,
without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such First-Lien Obligations or the First-Lien
Security Documents governing such First-Lien Obligations shall refer to such obligations or such documents as so modified.


 






     


     


    

 


ARTICLE II


 


Priorities and Agreements with Respect to Shared
Collateral


 


SECTION 2.01     Priority
of Claims.


 


(a)          Anything
contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.03), if an Event
of Default has occurred and is continuing, and the Controlling Collateral Agent or any First-Lien Secured Party is taking action to enforce
rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any Insolvency or Liquidation
Proceeding of the Borrowers or any other Grantor (including any adequate protection payments) or any First-Lien Secured Party receives
any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of
any sale, collection or other liquidation of any such Shared Collateral by the Controlling Collateral Agent or any First-Lien Secured
Party or received by the Controlling Collateral Agent or any First-Lien Secured Party pursuant to any such intercreditor agreement with
respect to such Shared Collateral and proceeds of any such distribution (subject, in the case of any such payments, proceeds, or distribution,
to the sentence immediately following) (all such payments, proceeds of any sale, collection or other liquidation of any Collateral and
all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied (i) FIRST,
to the payment of all amounts owing to each Collateral Agent (in its capacity as such) pursuant to the terms of any Secured Credit Document,
(ii) SECOND, subject to Section 1.03, to the payment in full of the First-Lien Obligations of each Series on a ratable
basis, with such Proceeds to be applied to the First-Lien Obligations of a given Series in accordance with the terms of the applicable
Secured Credit Documents; provided that following the commencement of any Insolvency or Liquidation Proceeding with respect to
any Grantor, solely as among the holders of First-Lien Obligations and solely for purposes of this clause SECOND and not any other documents
governing the First-Lien Obligations, in the event the value of the Shared Collateral is not sufficient for the entire amount of Post-Petition
Interest on the First-Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable
provision of the Bankruptcy Code or other Bankruptcy Law in such Insolvency or Liquidation Proceeding, the amount of First-Lien Obligations
of each Series of First-Lien Obligations shall include only the maximum amount of Post-Petition Interest on the First-Lien Obligations
allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code
or other Bankruptcy Law in such Insolvency or Liquidation Proceeding; and (iii) THIRD, after payment of all First-Lien Obligations,
to the Borrowers and the other Grantors or their successors or assigns, as their interests may appear, or to whomsoever may be lawfully
entitled to receive the same, or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, with respect to any Shared
Collateral upon which a third party (other than a First-Lien Secured Party) has a Lien or security interest that is junior in priority
to the security interest of any Series of First-Lien Obligations but senior (as determined by appropriate legal proceedings in the
case of any dispute) to the security interest of any other Series of First-Lien Obligations (such third party, an “Intervening
Creditor”), the value of any Shared Collateral or Proceeds allocated to such Intervening Creditor shall be deducted on a ratable
basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of First-Lien Obligations with respect
to which such Impairment exists.


 






     


     


    

 


(b)          Notwithstanding
the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First-Lien Obligations
granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable
law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the First-Lien Obligations of any Series or
any other circumstance whatsoever (but, in each case, subject to Section 1.03), each First-Lien Secured Party hereby agrees that
the Liens securing each Series of First-Lien Obligations on any Shared Collateral shall be of equal priority.


 


(c)          Notwithstanding
anything in this Agreement or any other First-Lien Security Documents to the contrary, Collateral consisting of cash and cash equivalents
pledged to secure Credit Agreement Obligations held by the Administrative Agent or Credit Agreement Collateral Agent pursuant to Section 2.05(c)(ii),
2.17 or Article 8 of the Credit Agreement (or any equivalent successor provision) (the “Non-Shared Collateral”)
shall be applied as specified in the Credit Agreement and will not constitute Shared Collateral and it is understood and agreed that this
Agreement shall not restrict the rights of any Credit Agreement Secured Party to pursue enforcement proceedings, exercise remedies or
make determinations with respect to the Non-Shared Collateral or otherwise take actions with respect to the Non-Shared Collateral in accordance
with the Credit Agreement.


 


SECTION 2.02     Actions
with Respect to Shared Collateral; Prohibition on Contesting Liens.


 


(a)          Only
the Controlling Collateral Agent shall act or refrain from acting with respect to any Shared Collateral (including with respect to any
intercreditor agreement with respect to any Shared Collateral). At any time when the Credit Agreement Collateral Agent is the Controlling
Collateral Agent, no Additional First-Lien Secured Party shall or shall instruct any Collateral Agent to, and no Collateral Agent that
is not the Controlling Collateral Agent shall, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have
a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right,
remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action
available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared
Collateral), whether under any Additional First-Lien Security Document, applicable law or otherwise, it being agreed that only the Credit
Agreement Collateral Agent, acting in accordance with the Credit Agreement Collateral Documents, shall be entitled to take any such actions
or exercise any such remedies with respect to Shared Collateral at such time.


 


(b)          With
respect to any Shared Collateral, (i) the Controlling Collateral Agent shall act only on the instructions of the Applicable Authorized
Representative, (ii) the Controlling Collateral Agent shall not follow any instructions with respect to such Shared Collateral (including
with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized Representative
(or any other First-Lien Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized
Representative or other First-Lien Secured Party (other than the Applicable Authorized Representative) shall, or shall instruct the Controlling
Collateral Agent to, commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver,
liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with
respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it
in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether
under any First-Lien Security Document, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent, acting
on the instructions of the Applicable Authorized Representative and in accordance with the applicable Secured Credit Documents, shall
be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral.


 






     


     


    

 


(c)          Notwithstanding
the equal priority of the Liens securing each Series of First-Lien Obligations, the Controlling Collateral Agent (acting on the instructions
of the Applicable Authorized Representative) may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior
Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object
to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling
Secured Party or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured
Party of any rights and remedies relating to the Shared Collateral, or to cause the Controlling Collateral Agent to do so. The foregoing
shall not be construed to limit the rights and priorities of any First-Lien Secured Party, the Controlling Collateral Agent or any Authorized
Representative with respect to any Collateral not constituting Shared Collateral.


 


(d)          Each
of the First-Lien Secured Parties agrees that it will not (and hereby waives any right to) question or contest or support any other Person
in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment
or enforceability of a Lien held by or on behalf of any of the First-Lien Secured Parties on all or any part of the Collateral, or the
provisions of this Agreement; provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any
Collateral Agent or any Authorized Representative to enforce this Agreement.


 


SECTION 2.03     No
Interference; Payment Over.


 


(a)          Each
First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any
First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any
Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other
provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be,
to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of
the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right
to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right,
remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise
by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral,
(iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling
Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions
or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative
or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent,
such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the
provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof
marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether
by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided, that nothing
in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agents or any other First-Lien Secured Party
to enforce this Agreement.


 






     


     


    

 


(b)          Each
First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment
in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it
under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any
intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral,
proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment,
as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.


 


SECTION 2.04     Automatic
Release of Liens; Amendments to First-Lien Security Documents.


 


(a)          If,
at any time the Controlling Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral resulting in
a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor
of each other Collateral Agent for the benefit of each Series of First-Lien Secured Parties upon such Shared Collateral will automatically
be released and discharged as and when, but only to the extent, such Liens of the Controlling Collateral Agent on such Shared Collateral
are released and discharged; provided that (i) the Liens in favor of each Collateral Agent for the benefit of each related
Series of First-Lien Secured Parties attach to any such proceeds of such sale or disposition with the same priority vis-à-vis
all the other First-Lien Secured Parties as existed prior to the commencement of such sale or other disposition, and any such Liens shall
remain subject to the terms of this Agreement until application thereof pursuant to Section 2.01 and (ii) any proceeds of any
Shared Collateral realized therefrom shall be applied pursuant to Section 2.01.


 


(b)          Each
Collateral Agent and Authorized Representative agrees to execute and deliver all such authorizations and other instruments as shall reasonably
be requested by the Controlling Collateral Agent to evidence and confirm any release of Shared Collateral provided for in this Section 2.04
without the consent of any First-Lien Secured Parties.


 






     


     


    

 


SECTION 2.05     Certain
Agreements with Respect to Bankruptcy or Insolvency Proceedings.


 


(a)          This
Agreement shall continue in full force and effect notwithstanding the commencement and continuance of any proceeding under the Bankruptcy
Code or any other Insolvency or Liquidation Proceeding by or against any Grantor or any of its Subsidiaries. The relative rights as to
the Shared Collateral and proceeds thereof shall continue after the commencement of any Insolvency or Liquidation Proceeding on the same
basis as prior to the date of the petition therefor. The parties hereto acknowledge that the provisions of this Agreement are intended
to be enforceable as contemplated by Section 510(a) of the Bankruptcy Code. All references herein to any Grantor shall include
such Grantor as a debtor-in-possession and any receiver or trustee for such Grantor.


 


(b)          If
the Borrowers and/or any other Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code
or any other Bankruptcy Law and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”)
to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent
provision of any other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision
of any other Bankruptcy Law, each First-Lien Secured Party (other than any Controlling Secured Party or the Authorized Representative
of any Controlling Secured Party) agrees that it will not raise, join or support any objection to any such financing or to the Liens on
the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared
Collateral, unless the Controlling Collateral Agent or Authorized Representative of the Controlling Secured Parties shall then oppose
or object (or join in or support any objection) to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to
the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured
Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the
Liens of the Controlling Secured Parties (other than any Liens of any First-Lien Secured Parties constituting DIP Financing Liens) are
subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared
Collateral granted to secure the First-Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm
the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First-Lien Secured Parties
of each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof
arising after the commencement of such proceeding, with the same priority vis-à-vis all the other First-Lien Secured Parties (other
than any Liens of the First-Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy
Case, (B) the First-Lien Secured Parties of each Series are granted Liens on any additional collateral pledged to any First-Lien
Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority
vis-à-vis the First-Lien Secured Parties as set forth in this Agreement (other than any Liens of the First-Lien Secured Parties
constituting DIP Financing Liens), (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First-Lien
Obligations, such amount is applied pursuant to Section 2.01, and (D) if any First-Lien Secured Parties are granted adequate
protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds
of such adequate protection are applied pursuant to Section 2.01; provided, that this Agreement shall not limit the right
of the First-Lien Secured Parties of each Series to object to the grant of a Lien to secure the DIP Financing over any Collateral
subject to Liens in favor of the First-Lien Secured Parties of such Series or their Authorized Representative that shall not constitute
Shared Collateral; and provided, further, that the First-Lien Secured Parties receiving adequate protection shall not object
to any other First-Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First-Lien Secured
Parties in connection with a DIP Financing or use of cash collateral.


 






     


     


    

 


SECTION 2.06     Reinstatement.
In the event that any of the First-Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently, for
whatever reason (including an order or judgment for disgorgement or avoidance of a preference, fraudulent transfer, or other avoidance
action under the Bankruptcy Code, any other Bankruptcy Law, or any similar law, or the settlement of any claim in respect thereof), be
required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First-Lien
Obligations shall again have been paid in full in cash.


 


SECTION 2.07     Insurance.
As between the First-Lien Secured Parties, the Controlling Collateral Agent (acting at the direction of the Applicable Authorized Representative)
shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any
loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral.


 


SECTION 2.08     Refinancings, etc.
The First-Lien Obligations of any Series may, subject to the limitations set forth in the then extant Secured Credit Documents, be
increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced (in whole or in part) or otherwise
amended or modified from time to time, in each case, without notice to, or the consent (except to the extent a consent is otherwise required
to permit the Refinancing transaction under any Secured Credit Document) of, any First-Lien Secured Party of any other Series, all without
affecting the priorities provided for herein or the other provisions hereof; provided, that the Authorized Representative of the
holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness.


 


SECTION 2.09     Possessory
Collateral Agent as Gratuitous Bailee for Perfection.


 


(a)          The
Possessory Collateral shall be delivered, or control thereof transferred, to the Credit Agreement Collateral Agent and the Credit Agreement
Collateral Agent agrees to hold (and, pending delivery or transfer of control of the Control Collateral to the Credit Agreement Collateral
Agent, each other Collateral Agent agrees to hold) any Shared Collateral constituting Possessory Collateral that is part of the Collateral
in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other
First-Lien Secured Party and any assignee solely for the purpose of perfecting the security interest granted in such Possessory Collateral,
if any, pursuant to the applicable First-Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09;
provided that at any time the Credit Agreement Collateral Agent is not the Controlling Collateral Agent, the Credit Agreement Collateral
Agent shall, at the request of the Controlling Collateral Agent or Credit Agreement Collateral Agent, promptly deliver or transfer control
of all Possessory Collateral in its possession to the Controlling Collateral Agent together with any necessary endorsements in its possession
(or otherwise allow the Controlling Collateral Agent to obtain possession or control of such Possessory Collateral). The Borrowers shall
take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each Collateral Agent for loss
or damage suffered by such Collateral Agent as a result of such transfer except for loss or damage suffered by such Collateral Agent as
a result of its own willful misconduct, gross negligence or bad faith.


 






     


     


    

 


(b)          The
Controlling Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession,
as gratuitous bailee for the benefit of each other First-Lien Secured Party and any assignee, solely for the purpose of perfecting the
security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Lien Security Documents, in each case,
subject to the terms and conditions of this Section 2.09.


 


(c)          The
duties or responsibilities of each Collateral Agent under this Section 2.09 shall be limited solely to holding any Shared Collateral
constituting Possessory Collateral as gratuitous bailee for the benefit of each other First-Lien Secured Party for purposes of perfecting
the Lien held by such First-Lien Secured Parties thereon.


 


SECTION 2.10     Amendments
to Security Documents.


 


(a)          Without
the prior written consent of the Credit Agreement Collateral Agent (or, from and after the Discharge of Credit Agreement Obligations,
the Controlling Collateral Agent), each Additional First-Lien Secured Party agrees that no Additional First-Lien Security Document may
be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms
of any new Additional First-Lien Security Document would be prohibited by, or would require any Grantor to act or refrain from acting
in a manner that would violate, any of the terms of this Agreement.


 


(b)          Without
the prior written consent of the Controlling Collateral Agent (determined for the purposes of this clause (b) as if the Discharge
of Credit Agreement Obligations had occurred), the Credit Agreement Collateral Agent agrees that no Credit Agreement Collateral Document
may be amended, supplemented or otherwise modified or entered into to the extent such amendment, supplement or modification, or the terms
of any new Credit Agreement Collateral Document would be prohibited by, or would require any Grantor to act or refrain from acting in
a manner that would violate, any of the terms of this Agreement.


 


(c)          In
making determinations required by this Section 2.10, each Collateral Agent may conclusively rely on a certificate of a Responsible
Officer of the Borrowers stating that such amendment is permitted by Section 2.10(a) or (b), as the case may be.


 


ARTICLE III


 


Existence and Amounts of Liens and Obligations


 


SECTION 3.01     Determinations
with Respect to Amounts of Liens and Obligations. Whenever a Collateral Agent or any Authorized Representative shall be required,
in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of
any First-Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First-Lien Obligations of any Series,
it may request that such information be furnished to it in writing by each other Authorized Representative or Collateral Agent and shall
be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however,
that if an Authorized Representative or a Collateral Agent shall fail or refuse reasonably promptly to provide the requested information,
the requesting Collateral Agent or Authorized Representative shall be entitled to make any such determination by such method as it may,
in the exercise of its good faith judgment, determine, including by reliance upon a certificate of a Responsible Officer of the Borrowers.
Each Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination
made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction)
and shall have no liability to any Grantor, any First-Lien Secured Party or any other Person as a result of such determination.


 






     


     


    

 


ARTICLE IV


 


The Controlling Collateral Agent


 


ARTICLE 4.01     Authority.


 


(a)          Notwithstanding
any other provision of this Agreement, nothing herein shall be construed to impose any fiduciary or other duty on any Controlling Collateral
Agent to any Non-Controlling Secured Party or give any Non-Controlling Secured Party the right to direct any Controlling Collateral Agent,
except that each Controlling Collateral Agent shall be obligated to distribute proceeds of any Shared Collateral in accordance with Section 2.01
hereof.


 


(b)          In
furtherance of the foregoing, each Non-Controlling Secured Party acknowledges and agrees that the Controlling Collateral Agent shall be
entitled, for the benefit of the First-Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral
as provided herein and in the First-Lien Security Documents, as applicable, pursuant to which the Controlling Collateral Agent is the
collateral agent for such Shared Collateral, without regard to any rights to which the Non-Controlling Secured Parties would otherwise
be entitled as a result of the First-Lien Obligations held by such Non-Controlling Secured Parties. Without limiting the foregoing, each
Non-Controlling Secured Party agrees that none of the Controlling Collateral Agent, the Applicable Authorized Representative or any other
First-Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other
Collateral securing any of the First-Lien Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared
Collateral (or any other Collateral securing any First-Lien Obligations), in any manner that would maximize the return to the Non-Controlling
Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount
of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Except with
respect to any actions expressly prohibited or required to be taken by this Agreement, each of the First-Lien Secured Parties waives any
claim it may now or hereafter have against any Collateral Agent or the Authorized Representative of any other Series of First-Lien
Obligations or any other First-Lien Secured Party of any other Series arising out of (i) any actions which any Collateral Agent,
Authorized Representative or the First-Lien Secured Parties take or omit to take (including, actions with respect to the creation, perfection
or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure
to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First-Lien Obligations
from any account debtor, guarantor or any other party) in accordance with the First-Lien Security Documents or any other agreement related
thereto or to the collection of the First-Lien Obligations or the valuation, use, protection or release of any security for the First-Lien
Obligations, (ii) any election by any Applicable Authorized Representative or any holders of First-Lien Obligations, in any proceeding
instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or any equivalent provision
of any other Bankruptcy Law or (iii) subject to Section 2.05, any borrowing by, or grant of a security interest or administrative
expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, by the Borrowers
or any of its Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Controlling Collateral
Agent shall not accept any Shared Collateral in full or partial satisfaction of any First-Lien Obligations pursuant to Section 9-620
of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing holders of First-Lien
Obligations for whom such Collateral constitutes Shared Collateral.


 






     


     


    

 


SECTION 4.02.     Rights
as a First-Lien Secured Party. Any Person serving as a Collateral Agent or Authorized Representative hereunder shall have the same rights
and powers in its capacity as a First-Lien Secured Party under any Series of First-Lien Obligations that it holds as any other First-Lien
Secured Party of such Series and may exercise the same as though it were not a Collateral Agent or Authorized Representative and
the term "First-Lien Secured Party" or "First-Lien Secured Parties" or (as applicable) "Credit Agreement Secured
Party", "Credit Agreement Secured Parties", "Initial Additional First-Lien Secured Party ", "Initial Additional
First-Lien Secured Parties", “Additional First-Lien Secured Party” or “ Additional First-Lien Secured Parties”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as a Collateral Agent
or Authorized Representative 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 any Grantor or
any Subsidiary thereof or other Affiliate thereof as if such Person were not a Collateral Agent or Authorized Representative hereunder
and without any duty to account therefor to any other First-Lien Secured Party.


 


SECTION 4.03.     Exculpatory
Provisions. No Collateral Agent nor any Authorized Representative shall have any duties or obligations except those expressly set forth
herein and in the other First-Lien Security Documents. Without limiting the generality of the foregoing, no Collateral Agent nor any Authorized
Representative:


 


(a)          shall
be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)          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 First-Lien Security Documents that the Collateral Agent or Authorized Representative, as applicable,
is required to exercise as directed in writing by the Applicable Authorized Representative; provided that no Collateral Agent nor any
Authorized Representative shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Collateral
Agent or such Authorized Representative to liability or that is contrary to any First-Lien Security Document or applicable law;


 






     


     


    

 


(c)          shall,
except as expressly set forth herein and in the other First-Lien Security Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained
by the Person serving as Collateral Agent or Authorized Representative, as the case may be, or any of its Affiliates in any capacity;


 


(d)          shall
be liable for any action taken or not taken by it (i) with the consent or at the request of the Applicable Authorized Representative,
(ii) in the absence of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final
and non-appealable judgment) or (iii) in reliance on a certificate of a Responsible Officer of the Administrative Borrower stating
that such action is not prohibited by the terms of this Agreement; and


 


(e)          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 First-Lien Security 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 First-Lien Security Document or any other agreement, instrument or document, or the creation, perfection
or priority of any Lien purported to be created by the First-Lien Security Documents, (v) the value or the sufficiency of any Collateral
for any Series of First-Lien Obligations, or (vi) the satisfaction of any condition set forth in any Secured Credit Document,
other than to confirm receipt of items expressly required to be delivered to such Collateral Agent or such Authorized Representative,
as the case may be.


 


ARTICLE V


 


Miscellaneous


 


SECTION 5.01     Notices.
All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:


 


(a)          if
to the Credit Agreement Collateral Agent or Administrative Agent, to it at [___], Attention of [           ]
(Fax No. [           ];


 


(b)          if
to the Initial Additional First-Lien Collateral Agent or the Initial Additional Authorized Representative, to it at [___], Attention of
[           ] (Fax No. [           ]);


 


(c)          if
to any other Additional First-Lien Collateral Agent or Additional Authorized Representative, to it at the address set forth in the applicable
Joinder Agreement.


 






     


     


    

 


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, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered
in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified,
with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth above
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. To the
extent agreed in writing among each Authorized Representative and Collateral Agent from time to time, notices and other communications
may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such
person.


 


SECTION 5.02     Waivers;
Amendment; Joinder Agreements.


 


(a)          No
failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereto
are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement
or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by Section 5.02(b),
and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand
on any party hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances.


 


(b)          Neither
this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement)
except pursuant to an agreement or agreements in writing entered into by each Authorized Representative, each Collateral Agent, the Parent
Borrower and each other affected Grantor with respect to which such termination, waiver, amendment or modification is to apply. Any such
termination, waiver, amendment or modification and shall be binding upon the Credit Agreement Secured Parties and the Additional First
Lien Secured Parties and their respective successors and assigns.


 


(c)          Notwithstanding
the foregoing, without the consent of any First-Lien Secured Party, any Authorized Representative and Collateral Agent may become a party
hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 and upon such execution and delivery, such
Authorized Representative and such Collateral Agent, and the Additional First-Lien Secured Parties and Additional First-Lien Obligations
of the Series for which such Authorized Representative is acting shall be subject to the terms hereof.


 


(d)          Notwithstanding
the foregoing, without the consent of any other First-Lien Secured Party, the Collateral Agents, Authorized Representatives and the Administrative
Borrower may effect amendments and modifications to this Agreement to the extent necessary to reflect any Refinancing or incurrence of
any Additional First-Lien Obligations in compliance with the Secured Credit Documents; provided that any Collateral Agent or Authorized
Representative may condition its execution and delivery of any such amendment or modification on a receipt of a certificate from a Responsible
Officer of the Administrative Borrower to the effect that such Refinancing or incurrence is permitted by the then existing Secured Credit
Documents.


 






     


     


    

 


SECTION 5.03     Parties
in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns, as well as the other First-Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries
of, this Agreement.


 


SECTION 5.04     Survival
of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to
have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.


 


SECTION 5.05     Counterparts.
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. Delivery of an executed signature page of
this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.


 


SECTION 5.06     Severability.
Any provision of this Agreement that is invalid, illegal, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality, 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. The parties shall endeavor in good faith negotiations to replace the invalid, illegal, prohibited or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal, prohibited or
unenforceable provisions.


 


SECTION 5.07     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 LAWS OF THE STATE OF NEW YORK.


 


SECTION 5.08     Submission
to Jurisdiction Waivers; Consent to Service of Process. Each Collateral Agent and each Authorized Representative, on behalf of itself
and the First-Lien Secured Parties of the Series for which it is acting, irrevocably and unconditionally:


 


(a)          submits
for itself and its property in any legal action or proceeding relating to this Agreement and the First-Lien Security Documents, or for
recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts the State of New York located
in the Borough of Manhattan, the courts of the United States for the Southern District of New York, and appellate courts from any
thereof, and by execution and delivery of this Agreement, consents to the exclusive jurisdiction of those courts and agrees that it will
not commence or support any such action or proceeding in another jurisdiction;


 


(b)          consents
and agrees that any such action or proceeding shall be brought in such courts and irrevocably waives (to the extent permitted by applicable
law) 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 such Person (or its Authorized Representative) at the address set forth in
Section 5.01;


 


(d)          agrees
that nothing herein shall affect the right of any other party hereto (or any First-Lien Secured Party) to effect service of process in
any other manner permitted by law; 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 Section 5.08 any special, exemplary, punitive or consequential damages.


 


SECTION 5.09     WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


SECTION 5.10     Headings.
Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not
to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


SECTION 5.11     Conflicts.
In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of any of the First-Lien Security
Documents or any of the other Secured Credit Documents, the provisions of this Agreement shall control.


 


SECTION 5.12     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 First-Lien Secured Parties in relation to one another. Nothing in this Agreement is intended to or shall impair the obligations
of any Grantor to pay the First-Lien Obligations as and when the same shall become due and payable in accordance with their terms.


 






     


     


    

 


SECTION 5.13     Additional
Senior Class Debt. To the extent, but only to the extent permitted by the provisions of the then extant Secured Credit Documents,
the Borrowers may incur additional indebtedness after the date hereof that is secured on an equal and ratable basis by the Liens securing
the First-Lien Obligations (such indebtedness referred to as “Additional Senior Class Debt”). Any such Additional
Senior Class Debt may be secured by a Lien and may be Guaranteed by the Grantors on a senior basis, in each case under and pursuant
to the Additional First-Lien Documents, if and subject to the condition that the Authorized Representative and Collateral Agent of any
such Additional Senior Class Debt (each, an “Additional Senior Class Debt Representative”), acting on behalf
of the holders of such Additional Senior Class Debt (such Authorized Representative, such Collateral Agent and holders in respect
of any Additional Senior Class Debt being referred to as the “Additional Senior Class Debt Parties”), becomes
a party to this Agreement as an Authorized Representative or Collateral Agent, as applicable, by satisfying the conditions set forth in
clauses (i) through (iv) of the immediately succeeding paragraph.


 


In order for an Additional
Senior Class Debt Representative to become a party to this Agreement as an Authorized Representative or Collateral Agent, as applicable,


 


(i)          such
Additional Senior Class Debt Representative, each Collateral Agent, each Authorized Representative and each Grantor shall have executed
and delivered a “Joinder Agreement” (with such changes as may be reasonably approved by each such Collateral Agent,
Authorized Representative, Additional Senior Class Debt Representative and Administrative Borrower) pursuant to which such Additional
Senior Class Debt Representative becomes an Authorized Representative or Collateral Agent, as applicable, hereunder, and the Additional
Senior Class Debt in respect of which such Additional Senior Class Debt Representative is the Authorized Representative constitutes
Additional First-Lien Obligations and the related Additional Senior Class Debt Parties become subject hereto and bound hereby as
Additional First-Lien Secured Parties;


 


(ii)          the
Administrative Borrower shall have (x) delivered to each Collateral Agent true and complete copies of each of the Additional First-Lien
Documents relating to such Additional Senior Class Debt, certified as being true and correct by an authorized officer of the Administrative
Borrower and (y) identified in a certificate of a Responsible Officer the obligations to be designated as Additional First-Lien Obligations
and the initial aggregate principal amount or face amount thereof and certified that such obligations are permitted to be incurred and
secured on a pari passu basis with the then extant First-Lien Obligations and by the terms of the then extant Secured Credit Documents;


 


(iii)          all
filings, recordations and/or amendments or supplements to the First-Lien Security Documents necessary or desirable in the reasonable judgment
of such Additional Senior Class Debt Representative to confirm and perfect the Liens securing the relevant obligations relating to
such Additional Senior Class Debt shall have been made, executed and/or delivered (or, with respect to any such filings or recordations,
acceptable provisions to perform such filings or recordations shall have been taken in the reasonable judgment of such Additional Senior
Class Debt Representative), and all fees and taxes in connection therewith shall have been paid (or acceptable provisions to make
such payments shall have been taken in the reasonable judgment of such Additional Senior Class Debt Representative); and


 


(iv)          the
Additional First-Lien Documents, as applicable, relating to such Additional Senior Class Debt shall provide, in a manner reasonably
satisfactory to each Collateral Agent and Authorized Representative, that each Additional Senior Class Debt Party with respect to
such Additional Senior Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of
such Additional Senior Class Debt.


 






     


     


    

 


Each Authorized Representative
and Collateral Agent acknowledges and agrees that upon execution and delivery of a Joinder Agreement by an Additional Senior Class Debt
Representative and each Grantor in accordance with this Section 5.13, the Initial Additional First-Lien Collateral Agent will continue
to act in its capacity as Initial Additional First-Lien Collateral Agent in respect of the then existing Authorized Representatives (other
than the Administrative Agent) and such additional Authorized Representative.


 


SECTION 5.14     Integration.
This Agreement together with the other Secured Credit Documents and the First-Lien Security Documents represents the agreement of each
of the Grantors and the First-Lien Secured Parties with respect to the subject matter hereof and there are no promises, undertakings,
representations or warranties by any Grantor, the Credit Agreement Collateral Agent, or any other First-Lien Secured Party relative to
the subject matter hereof not expressly set forth or referred to herein or in the other Secured Credit Documents.


 


SECTION 5.15     Additional
Grantors. The Borrowers agree that, if any Person shall become a Grantor after the date hereof, it will promptly cause such Person
to become party hereto by executing and delivering an instrument in the form of Annex III. Upon such execution and delivery, such Person
will become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery
of such instrument shall not require the consent of any other party hereunder and will be acknowledged by each Authorized Representative
at such time. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition
of any new Grantor as a party to this Agreement.


 


SECTION 5.16.     Representatives.
It is understood and agreed that (a) Bank of America, N.A., as Credit Agreement Collateral Agent and Authorized Representative for
the Credit Agreement Secured Parties is entering into this Agreement in its capacity as administrative agent and collateral agent under
the Credit Agreement and the provisions of Article IX of the Credit Agreement applicable to the Administrative Agent (as defined
therein) thereunder shall also apply to the Credit Agreement Collateral Agent and Authorized Representative for the Credit Agreement Secured
Parties hereunder and (b) [    ] as Initial Additional First-Lien Collateral Agent and Initial Additional Authorized Representative
is entering into this Agreement in its capacity as [    ] under [    ] and the provisions of Article [    ] of such agreement applicable to
the [    ] (as defined therein) thereunder shall also apply to the Initial Additional First-Lien Collateral Agent and Initial Additional
Authorized Representative hereunder. Except as expressly set forth herein, no Authorized Representative nor any Collateral Agent shall
have any duties or obligations in respect of any of the Collateral, all of such duties and obligations, if any, being subject to and governed
by the applicable Secured Credit Documents.


 


SECTION 5.17.     Survival
of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to
have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	BANK OF AMERICA, N.A.,
	 	as Credit Agreement Collateral Agent
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	BANK OF AMERICA, N.A.,
	 	as Authorized Representative for the Credit Agreement Secured Parties
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	 
	 	[                    ],
	 	as Initial Additional First-Lien Collateral Agent
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    

 


	 	[                    ],
	 	as Initial Additional Authorized Representative
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     


     


    





 


	 	BIOSCRIP, INC., as the Parent Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[GRANTORS]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    


     


    

 


ANNEX I


 


Grantors


 


Schedule 1


 






    


     


    

 


ANNEX II


 


[FORM OF]
JOINDER NO. [       ] dated as of [_______], 20[    ] to the FIRST-LIEN INTERCREDITOR AGREEMENT dated
as of [__], 20[    ] (the “First-Lien Intercreditor Agreement”), among BioScrip, Inc., a Delaware corporation (the
“Parent Borrower”), certain other borrowers from time to time party to the First Lien Credit Agreement (collectively
with the Parent Borrower, the “Borrowers”), the other Grantors (as defined therein) from time to time party thereto,
BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties under the First-Lien Security Documents
(in such capacity, the “Credit Agreement Collateral Agent”), BANK OF AMERICA, N.A., as Authorized Representative for
the Credit Agreement Secured Parties, [    ] as Initial Additional First-Lien Collateral Agent, [        ] as Initial Additional
Authorized Representative, and the additional Authorized Representatives from time to time a party thereto.1


 


A.            Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First-Lien Intercreditor Agreement.


 


B.            As
a condition to the ability of the Borrowers to incur Additional First-Lien Obligations and to secure such Additional Senior Class Debt
with the liens and security interests created by the Additional First-Lien Security Documents relating thereto, the Additional Senior
Class Debt Representative2
in respect of such Additional Senior Class Debt is required to become an Authorized Representative
and Collateral Agent, and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect thereof
are required to become subject to and bound by, the First-Lien Intercreditor Agreement. Section 5.13 of the First-Lien Intercreditor
Agreement provides that such Additional Senior Class Debt Representative may become an Authorized Representative and Collateral Agent,
and such Additional Senior Class Debt and such Additional Senior Class Debt Parties may become subject to and bound by the First-Lien
Intercreditor Agreement as Additional First-Lien Obligations and Additional First-Lien Secured Parties, respectively, upon the execution
and delivery by the Additional Senior Class Debt Representative of an instrument in the form of this Joinder Agreement and the satisfaction
of the other conditions set forth in Section 5.13 of the First-Lien Intercreditor Agreement. The undersigned Additional Senior Class Debt
Representative (the “New Representative”) is executing this Joinder Agreement in accordance with the requirements of
the First-Lien Intercreditor Agreement and the First-Lien Security Documents.


 


 






		1	In the event of the Refinancing of the Credit Agreement Obligations,
revise to reflect joinder by a new Credit Agreement Collateral Agent



 


		2	To be revised as necessary if Additional Senior Class Debt Representative
is not both Authorized Representative and Collateral Agent for such Series of Additional Senior Class Debt.






 






    


     


    

 


Accordingly, each Collateral
Agent, each Authorized Representative and the New Representative agree as follows:


 


SECTION 1.     In
accordance with Section 5.13 of the First-Lien Intercreditor Agreement, the New Representative by its signature below becomes an
Authorized Representative and a Collateral Agent under, and the related Additional Senior Class Debt and Additional Senior Class Debt
Parties become subject to and bound by, the First-Lien Intercreditor Agreement as Additional First-Lien Obligations and Additional First-Lien
Secured Parties, with the same force and effect as if the New Representative had originally been named therein as an Authorized Representative
and a Collateral Agent and the New Representative, on its behalf and on behalf of such Additional Senior Class Debt Parties, hereby
agrees to all the terms and provisions of the First-Lien Intercreditor Agreement applicable to it as Authorized Representative and Collateral
Agent and to the Additional Senior Class Debt Parties that it represents as Additional First-Lien Secured Parties. Each reference
to an “Authorized Representative” and a “Collateral Agent” in the First-Lien Intercreditor Agreement
shall be deemed to include the New Representative. The First-Lien Intercreditor Agreement is hereby incorporated herein by reference.


 


SECTION 2.     The
New Representative represents and warrants to each Collateral Agent, each Authorized Representative and the other First-Lien Secured Parties,
individually, that (i) it has full power and authority to enter into this Joinder, in its capacity as [agent][trustee] [and] collateral
agent, (ii) this Joinder 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, except as enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability and (iii) the
Additional First-Lien Documents relating to such Additional Senior Class Debt provide that, upon the New Representative’s entry
into this Joinder, the Additional Senior Class Debt Parties in respect of such Additional Senior Class Debt will be subject
to and bound by the provisions of the First-Lien Intercreditor Agreement as Additional First-Lien Secured Parties.


 


SECTION 3.     This
Joinder may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Joinder shall become effective when each Collateral Agent and Authorized Representative shall have received a
counterpart of this Joinder that bears the signatures of the New Representative. Delivery of an executed signature page to this Joinder
by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Joinder.


 


SECTION 4.     Except
as expressly supplemented hereby, the First-Lien Intercreditor Agreement shall remain in full force and effect.


 


SECTION 5.     THIS
JOINDER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 6.     In
case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any respect, no party
hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable,
but the validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Intercreditor Agreement
shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.


 






    


     


    

 


SECTION 7.     All
communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First-Lien Intercreditor Agreement.
All communications and notices hereunder to the New Representative shall be given to it at its address set forth below its signature hereto.


 


SECTION 8.     The
Borrowers agree to reimburse each Collateral Agent and each Authorized Representative for its reasonable out-of-pocket expenses in connection
with this Joinder, including the reasonable fees, other charges and disbursements of counsel, in each case as required by the applicable
Secured Credit Documents.


 






    


     


    

 


IN WITNESS WHEREOF, the New
Representative has duly executed this Joinder to the First-Lien Intercreditor Agreement as of the day and year first above written.


 


	 	[NAME OF NEW REPRESENTATIVE], as
	 	[          ] and as collateral agent for the holders of

 [                        ],
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


	 	Address for notices:
	 	 
	 	 	 	 
	 	 	 	 
	 	attention of:	 	 
	 	Telecopy:	 	 







 






    


     


    

 


[Acknowledged by:


 


BANK OF AMERICA, N.A.,

as the Credit Agreement Collateral Agent and Administrative Agent,


 






	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 





	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 



 


[                        ],

as the Initial Additional Authorized Representative and Initial Additional First-Lien Collateral Agent,


 






	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 


[OTHER AUTHORIZED REPRESENTATIVES]


 


BIOSCRIP, INC.


 






	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 


THE OTHER GRANTORS

LISTED ON SCHEDULE I HERETO,


 






	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 






    


     


    

 


Schedule I to the

Supplement to the

First-Lien Intercreditor Agreement


 


Grantors


 


[        ]


 






    


     


    

 


SUPPLEMENT
NO. [   ] dated as of [          ],
20[      ], to the FIRST-LIEN INTERCREDITOR AGREEMENT dated as of [         ], 20[  ]
(the “First-Lien Intercreditor Agreement”), BioScrip, Inc., a Delaware corporation (the “Parent Borrower”),
certain other borrowers from time to time party to the First Lien Credit Agreement (collectively with the Parent Borrower, the “Borrowers”),
the other Grantors (as defined therein) from time to time party thereto, BANK OF AMERICA, N.A., as Credit Agreement Collateral Agent for
the Credit Agreement Secured Parties under the First-Lien Security Documents (in such capacity, the “Credit Agreement Collateral
Agent”), BANK OF AMERICA, N.A., as Authorized Representative for the Credit Agreement Secured Parties, [_________], as Initial
Additional First-Lien Collateral Agent, [          ], as Initial Additional Authorized
Representative, and the additional Authorized Representatives from time to time party thereto.


 


A.            Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the First-Lien Intercreditor Agreement.


 


B.            The
Grantors have entered into the First-Lien Intercreditor Agreement. Pursuant to the Credit Agreement and certain Additional First-Lien
Documents, certain newly acquired or organized Persons are required to enter into the First-Lien Intercreditor Agreement pursuant to Section 5.15
thereof. Section 5.15 of the First-Lien Intercreditor Agreement provides that such Persons may become party to the First-Lien Intercreditor
Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned (the “New Grantor”)
is executing this Supplement in accordance with the requirements of the Credit Agreement and the Additional First-Lien Documents.


 


Accordingly, each Authorized
Representative and the New Grantor agree as follows:


 


SECTION 1. In accordance
with Section 5.15 of the First-Lien Intercreditor Agreement, the New Grantor by its signature below becomes a Grantor under the First-Lien
Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees
to all the terms and provisions of the First-Lien Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to
a “Grantor” in the First-Lien Intercreditor Agreement shall be deemed to include the New Grantor. The First-Lien Intercreditor
Agreement is hereby incorporated herein by reference.


 


SECTION 2. The New Grantor
represents and warrants to each Authorized Representative and the other First-Lien Secured Parties that this Supplement 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, except as such enforceability may be limited by Bankruptcy Law and by general principles of equity.


 


SECTION 3. This Supplement
may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single
contract. This Supplement shall become effective when each Authorized Representative shall have received a counterpart of this Supplement
that bears the signature of the New Grantor. Delivery of an executed signature page to this Supplement by facsimile transmission
or other electronic method shall be as effective as delivery of a manually signed counterpart of this Supplement.


 






    


     


    

 


SECTION 4. Except as
expressly supplemented hereby, the First-Lien Intercreditor Agreement shall remain in full force and effect.


 


SECTION 5.
THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 6. In case any
one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto
shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the
validity, legality and enforceability of the remaining provisions contained herein and in the First-Lien Intercreditor Agreement shall
not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.


 


SECTION 7. All communications
and notices hereunder shall be in writing and given as provided in Section 5.01 of the First-Lien Intercreditor Agreement. All communications
and notices hereunder to the New Grantor shall be given to it in care of the Administrative Borrower as specified in the First-Lien Intercreditor
Agreement.


 


SECTION 8. The Borrowers
agree to reimburse each Authorized Representative for its reasonable out-of-pocket expenses in connection with this Supplement, including
the reasonable fees, other charges and disbursements of counsel for each Authorized Representative as required by the applicable Secured
Credit Documents.


 






    


     


    

 


IN WITNESS WHEREOF, the New Grantor, and each Authorized
Representative have duly executed this Supplement to the First-Lien Intercreditor Agreement as of the day and year first above written.


 


	 	[NAME OF NEW GRANTOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Acknowledged by:


 


BANK OF AMERICA, N.A.,

as Administrative Agent,


 






	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 





	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 


[                        ],

as the Initial Additional Authorized Representative, and


 





	 	By:		 
	 	 	Name:	 
	 	 	Title:	 


 


[OTHER AUTHORIZED REPRESENTATIVES]


 






    


     


    

 


EXHIBIT K


 


FORM OF SECOND LIEN INTERCREDITOR AGREEMENT


 


[attached]


 






    


     


    

 


FIRST
LIEN/SECOND LIEN INTERCREDITOR AGREEMENT


 


dated as of


 


[________],


 


between


 


BANK OF AMERICA, N.A.,


 


as First Lien Credit Agreement Administrative Agent


 


[_____________],


 


as Second Lien Notes Collateral Agent


 


and


 


each additional Representative from time to time
party hereto


 






    


     


    

 


Table
of Contents


 


	Article 1

                                                                                Definitions

	 	 	 
	Section 1.01.	Construction;
    Certain Defined Terms	1
	 	 	 
	Article 2

    Subordination of Liens
	 	 	 
	Section 2.01.	Similar Liens and Agreements	12
	Section 2.02.	Subordination of Liens	12
	Section 2.03.	No Action with Respect
    to Second Lien Collateral Subject to First Liens	14
	Section 2.04.	No Duties of Designated
    First Lien Representative or other First Lien Secured Parties	16
	Section 2.05.	No Interference	17
	Section 2.06.	Automatic Release of
    Second Liens	18
	Section 2.07.	Certain Agreements with
    Respect to Bankruptcy or Insolvency Proceedings	19
	Section 2.08.	Reinstatement	22
	Section 2.09.	Purchase Right	22
	Section 2.10.	New Liens	23
	Section 2.11.	Injunctive Relief	23
	Section 2.12.	Rights as Unsecured Creditors	23
	 	 	 
	Article 3

    Sub-Agency for Perfection of Certain Security Interests
	 	 	 
	Article 4

    Existence and Amounts of Liens and Obligations
	 	 	 
	Article 5

    Consent of Grantors
	 	 	 
	Article 6

    Representations and Warranties of Each Representative
	 	 	 
	Article 7

    Application of Proceeds
	 	 	 
	Section 7.01.	Payment Over	25
	Section 7.02.	Application of Proceeds	26
	Section 7.03.	Insurance and Condemnation
    Awards	26



 






     


     


    

 


	Article 8

    Other Agreements
	 	 	 
	Section 8.01.	Matters Related to First
    Lien Loan Documents	27
	Section 8.02.	Matters Related to Second
    Lien Debt Documents	27
	Section 8.03.	Matters Related to Amendments
    of First Lien Security Documents	28
	Section 8.04.	Additional Debt Facilities	28
	Section 8.05.	Replacement First Lien
    Credit Agreement or Replacement Second Lien Debt Agreement	30
	 	 	 
	Article 9

    Miscellaneous
	 	 	 
	Section 9.01.	Notices	31
	Section 9.02.	Waivers; Amendments	32
	Section 9.03.	Parties in Interest	32
	Section 9.04.	Survival of Agreement	32
	Section 9.05.	Counterparts	32
	Section 9.06.	Severability	32
	Section 9.07.	Governing Law; Jurisdiction;
    Consent to Service of Process	33
	Section 9.08.	Waiver of Jury Trial	33
	Section 9.09.	Headings	33
	Section 9.10.	Further Assurances	34
	Section 9.11.	No Third-Party Beneficiaries	34
	Section 9.12.	Provisions Solely to
    Define Relative Rights	34
	Section 9.13.	Subrogation	34
	Section 9.14.	Additional Grantors	34
	Section 9.15.	Additional Intercreditor
    Agreements	35




 






    


     


    

 


 


FIRST LIEN/SECOND LIEN INTERCREDITOR
AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”)
dated as of August 6, 2019, between BANK OF AMERICA, N.A., as administrative agent for the First Lien Credit Agreement Secured
Parties referred to herein (in such capacity, together with its successors and assigns in such capacity, the “First Lien Credit
Agreement Administrative Agent”), and ANKURA TRUST COMPANY, LLC, as collateral agent for the Second Lien Notes Indenture Secured
Parties referred to herein (in such capacity, together with its successors and assigns in such capacity, the “Second Lien Notes
Collateral Agent”), and each of the other Representatives from time to time party hereto in accordance with the terms hereof,
and by HC GROUP HOLDINGS II, LLC, a Delaware limited liability company (the “Initial Borrower”), BIOSCRIP, INC.,
a Delaware corporation (the “Parent Borrower”), and certain Subsidiaries of the Parent Borrower from time to time party
to each of the First Lien Credit Agreement and the Second Lien Notes Indenture (such terms, and each other capitalized term used and not
otherwise defined herein, having the meaning assigned to them in Article 1). Reference is made to (i) the First Lien
Credit Agreement under which the lenders referred to therein have extended and agreed to extend credit to the Parent Borrower and (ii) the
Second Lien Notes Indenture under which the Parent Borrower has issued notes to the holders thereof. In consideration of the mutual agreements
herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the First Lien Credit Agreement
Administrative Agent (for itself and on behalf of the First Lien Credit Agreement Secured Parties), the Second Lien Notes Collateral Agent
(for itself and on behalf of the Second Lien Notes Indenture Secured Parties) and each other Representative that becomes a party hereto
(for itself and on behalf of the Secured Parties represented by it) agree as follows:


 


Article 1

Definitions


 


Section 1.01.     Construction;
Certain Defined Terms. (a) The rules of construction specified in Section 1.02, 1.03, 1.05, 1.06, 1.07 and 1.09 of
the First Lien Credit Agreement shall apply to this Agreement, including terms defined in the preamble hereto. Capitalized terms used
in this Agreement and not otherwise defined herein shall have the meanings set forth in the First Lien Credit Agreement as in effect on
the date hereof or, if not defined therein, in the Second Lien Notes Indenture as in effect on the date hereof. Notwithstanding anything
to the contrary in Section 1.05 of the First Lien Credit Agreement, any term referenced herein by cross-reference to a defined term
or section reference in (i) the First Lien Credit Agreement shall be deemed to be a cross-reference to a defined term or section
reference, as applicable, in the First Lien Credit Agreement as in effect on the date hereof or the same or comparable term or section
reference, as applicable, in any other First Lien Loan Document and (ii) the Second Lien Notes Indenture shall be deemed to be a
cross-reference to a defined term or section reference, as applicable, in the Second Lien Notes Indenture as in effect on the date hereof
or the same or comparable term or section reference, as applicable, in any other Second Lien Debt Document. Each agreement herein of any
Representative shall bind the Secured Parties represented by such Representative and any reference herein to the parties hereto shall
also bind all such Secured Parties.


 









    	 	1	 



     


    

 


(a)            As
used in this Agreement (including in the preamble hereto), the following terms have the meanings specified below:


 


“ABL Intercreditor
Agreement” means the ABL Intercreditor Agreement, dated as of the date hereof, among the First Lien Credit Agreement Administrative
Agent, the Second Lien Notes Collateral Agent, the ABL Agent (as defined in the First Lien Credit Agreement), the Initial Borrower, the
Parent Borrower, certain Subsidiaries of the Parent Borrower from time to time party thereto and other parties from time to time party
thereto, as such agreement may be amended, restated, waived, restructured, renewed, extended, supplemented or otherwise modified from
time to time.


 


“Additional First
Lien Debt” means any Indebtedness that is issued or guaranteed by any Grantor (other than Indebtedness and guarantees constituting
First Lien Credit Agreement Secured Obligations) which Indebtedness and guarantees are secured by the First Lien Collateral (or a portion
thereof) on a basis senior to the Second Lien Secured Obligations; provided, however, that (i) such Indebtedness is permitted
to be incurred, secured and guaranteed on such basis by this Agreement and by each First Lien Loan Document and each Second Lien Debt
Document in effect at the time of such incurrence and (ii) the Representative for the holders of such Indebtedness shall have become
party to: (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.04 hereof, (B) the
First Lien Parity Intercreditor Agreement pursuant thereto, and by satisfying the conditions set forth therein and (C) the ABL Intercreditor
Agreement pursuant thereto, and by satisfying the conditions set forth therein; provided, further, that, if such Indebtedness
will be the initial Additional First Lien Debt incurred by any Grantor after the date hereof, then the Grantors, the First Lien Credit
Agreement Administrative Agent and the Representative for such Indebtedness shall have executed and delivered the First Lien Parity Intercreditor
Agreement. Additional First Lien Debt shall include any Registered Equivalent Notes and guarantees thereof by the Grantors issued in exchange
therefor.


 


“Additional First
Lien Debt Facility” means each indenture, credit agreement or other governing agreement with respect to any Additional First
Lien Debt.


 


“Additional First
Lien Loan Documents” means with respect to any series, issue or class of Additional First Lien Debt, the promissory notes, indentures,
credit agreements, guarantees or other operative agreements evidencing or governing such indebtedness and any Security Documents securing
such Additional First Lien Debt.


 


“Additional First
Lien Secured Obligations” means with respect to any series, issue or class of Additional First Lien Debt, (i) all principal
of, and interest (including, without limitation, any Post-Petition Interest) payable with respect to, such Additional First Lien Debt,
(ii) all premiums, fees, expenses, and other amounts payable to the related Additional First Lien Secured Parties under the related
Additional First Lien Loan Documents (including, without limitation, any Post-Petition Interest), (iii) any Hedging Obligations (and
guarantees thereof) secured under the First Lien Security Documents securing the related series, issue or class of Additional First Lien
Debt, (iv) any Cash Management Obligations (and guarantees thereof) secured under the First Lien Security Documents securing the
related series, issue or class of Additional First Lien Debt and (v) any Refinancings of the foregoing.


 






    	 	2	 



     


    

 


“Additional First
Lien Secured Parties” means with respect to any series, issue or class of Additional First Lien Debt, the holders of such Additional
First Lien Debt, the Representative with respect thereto, any trustee or agent therefor under any related Additional First Lien Loan Documents
and the beneficiaries of each indemnification obligation undertaken by any Grantor under any related Additional First Lien Loan Documents
and the holders of any other Additional First Lien Secured Obligations secured by the Security Documents for such series, issue or class
of Additional First Lien Debt.


 





“Additional Second
Lien Debt” means any Indebtedness that is issued or guaranteed by any Grantor (other than Indebtedness and guarantees constituting
Second Lien Notes Indenture Secured Obligations) which Indebtedness and guarantees are secured by the Second Lien Collateral (or a portion
thereof) on a basis junior to the First Lien Secured Obligations; provided, however, that (i) such Indebtedness is permitted
to be incurred, secured and guaranteed on such basis by this Agreement and by each First Lien Loan Document and each Second Lien Debt
Document in effect at the time of such incurrence and (ii) the Representative for the holders of such Indebtedness shall have become
party to: (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.04 hereof, (B) the
Second Lien Parity Intercreditor Agreement pursuant to, and by satisfying the conditions set forth therein and (C) the ABL Intercreditor
Agreement pursuant to, and by satisfying the conditions set forth therein; provided, further, that, if such Indebtedness
will be the initial Additional Second Lien Debt incurred by any Grantor after the date hereof, then the Grantors, the Second Lien Notes
Collateral Agent and the Representative for such Indebtedness shall have executed and delivered the Second Lien Parity Intercreditor Agreement.
Additional Second Lien Debt shall include any Registered Equivalent Notes and guarantees thereof by the Grantors issued in exchange therefor.


 


“Additional Second
Lien Debt Documents” means with respect to any series, issue or class of Additional Second Lien Debt, the promissory notes,
indentures, credit agreements, guarantees or other operative agreements evidencing or governing such indebtedness and any Security Documents
securing such Additional Second Lien Debt.


 


“Additional Second
Lien Debt Facility” means each indenture, credit agreement or other governing agreement with respect to any Additional Second
Lien Debt.


 


“Additional Second
Lien Secured Obligations” means with respect to any series, issue or class of Additional Second Lien Debt, (i) all principal
of, and interest (including, without limitation, any Post-Petition Interest) payable with respect to, such Additional Second Lien Debt,
(ii) all premiums, fees, expenses, and other amounts payable to the related Additional Second Lien Secured Parties under the related
Additional Second Lien Debt Documents (including, without limitation, any Post-Petition Interest), (iii) any Hedging Obligations
(and guarantees thereof) secured under the Second Lien Security Documents securing the related series, issue or class of Additional Second
Lien Debt and (iv) any Refinancings of the foregoing.


 


“Additional Second
Lien Secured Parties” means with respect to any series, issue or class of Additional Second Lien Debt, the holders of such Additional
Second Lien Debt, the Representative with respect thereto, any trustee or agent therefor under any related Additional Second Lien Debt
Documents and the beneficiaries of each indemnification obligation undertaken by any Grantor under any related Additional Second Lien
Debt Documents and the holders of any other Additional Second Lien Secured Obligations secured by the Security Documents for such series,
issue or class of Additional Second Lien Debt.


 



    	 	3	 



     


    




 


“Agreement”
has the meaning given to such term in the preamble to this Agreement.


 


“Bankruptcy
Code” means Title 11 of the United States Code (11. U.S.C. § 101 et seq.).


 


“Bankruptcy/Liquidation
Proceeding” means (a) the institution of any voluntary or involuntary case or proceeding under the Bankruptcy Code or any
other Debtor Relief Law with respect to such Grantor as debtor; (b) any general assignment for the benefit of creditors of any Grantor
or any marshaling of assets and liabilities of any Grantor; or (c) any appointment of any receiver, trustee, custodian, conservator,
liquidator, rehabilitator, administrator, administrative receiver or similar officer for any Grantor or for all or any material part of
its property.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, New York, New York.


 


“Cash Management
Obligations” shall mean all obligations in respect of any Cash Management Services (as defined in the First Lien Credit Agreement
as in effect on the date hereof).


 


“Class Debt”
has the meaning given to such term in Section 8.04.


 


“Class Debt
Representatives” has the meaning given to such term in Section 8.04.


 


“Collateral”
means the First Lien Collateral and the Second Lien Collateral.


 


“Contingent First
Lien Obligation” means, at any time, First Lien Secured Obligations for taxes, costs, indemnifications, reimbursements, damages
and other liabilities (excluding (a) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any
First Lien Secured Obligation and (b) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding
letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether
oral or written) has been made (and, in the case of First Lien Secured Obligations for indemnification, no notice for indemnification
has been issued by the indemnitee) at such time.


 


“Contingent Second
Lien Obligation” means, at any time, Second Lien Secured Obligations for taxes, costs, indemnifications, reimbursements, damages
and other liabilities (excluding (a) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any
Second Lien Secured Obligation and (b) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding
letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether
oral or written) has been made (and, in the case of Second Lien Secured Obligations for indemnification, no notice for indemnification
has been issued by the indemnitee) at such time.


 


“Debt Facility”
means any First Lien Debt Facility and any Second Lien Debt Facility.


 


“Debtor Relief Laws”
means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization or similar debtor relief laws of the United States or other applicable jurisdictions
from time to time in effect and affecting the rights of creditors generally.


 






    	 	4	 



     


    

 


“Designated First
Lien Representative” means (i) the First Lien Credit Agreement Administrative Agent, until such time as the Discharge of
First Lien Credit Agreement Obligations has occurred, and (ii) thereafter, the First Lien Representative with respect to the then
existing First Lien Debt Facility (if only one First Lien Debt Facility is then in effect), otherwise, the First Lien Representative serving
as the “Applicable Authorized Representative” (as defined in the First Lien Parity Intercreditor Agreement) or any similar
term used in the First Lien Parity Intercreditor Agreement. When any Representative other than the First Lien Credit Agreement Administrative
Agent becomes the Applicable Authorized Representative thereunder it (or the Parent Borrower on its behalf) shall send a written notice
thereof to the Designated Second Lien Representative and the Grantors.


 


“Designated Second
Lien Representative” means (i) the Second Lien Notes Collateral Agent, until such time as the Discharge of Second Lien
Notes Indenture Obligations has occurred, and (ii) thereafter, the Second Lien Representative with respect to the then existing Second
Lien Debt Facility (if only one Second Lien Debt Facility is then in effect), otherwise, the Second Lien Representative serving as the
“Applicable Authorized Representative” (as defined in the Second Lien Parity Intercreditor Agreement) or any similar term
used in the Second Lien Parity Intercreditor Agreement. When any Representative other than the Second Lien Notes Collateral Agent becomes
the Applicable Authorized Representative thereunder it (or the Parent Borrower on its behalf) shall send a written notice thereof to the
Designated First Lien Representative and the Grantors.


 


“Designation”
means a designation of (i) Indebtedness as either Additional First Lien Debt or Additional Second Lien Debt, (ii) a Replacement
First Lien Credit Agreement as the First Lien Credit Agreement or (iii) a Replacement Second Lien Debt Agreement as the Second Lien
Notes Indenture, in each case in substantially the form of Annex III attached hereto.


 


“DIP Financing”
has the meaning given to such term in Section 2.07.


 


“Discharge”
means, with respect to any Debt Facility, the date on which (i) such Debt Facility and the First Lien Secured Obligations or Second
Lien Secured Obligations thereunder, as the case may be, have been paid in full in cash (other than any Contingent First Lien Obligations
or Contingent Second Lien Obligations) and are no longer secured by the Collateral pursuant to the terms of the documentation governing
such Debt Facility or, with respect to any Hedging Obligations or Cash Management Obligations secured by the Security Documents for such
Debt Facility, either (x) such Hedging Obligations or Cash Management Obligations have either been paid in full or are no longer
secured by the Collateral pursuant to the terms of the documentation governing such Debt Facility, (y) such Hedging Obligations or
Cash Management Obligations shall have been cash collateralized or backstopped on terms satisfactory to each applicable counterparty (or
other arrangements satisfactory to the applicable counterparty shall have been made) or (z) such Hedging Obligations or Cash Management
Obligations are no longer secured by the Collateral pursuant to the terms of the documentation governing such Debt Facility, (ii) if
such Debt Facility is a First Lien Debt Facility, any letters of credit issued thereunder have terminated or been cash collateralized
or backstopped (in the amount and form required under the applicable Debt Facility) and (iii) all commitments of the First Lien Secured
Parties or the Second Lien Secured Parties, as applicable under such Debt Facility have terminated. The term “Discharged”
shall have a corresponding meaning.


 






    	 	5	 



     


    

 



 


“Discharge of First
Lien Credit Agreement Obligations” means the Discharge of the First Lien Credit Agreement Secured Obligations with respect to
the First Lien Collateral; provided that the Discharge of First Lien Credit Agreement Secured Obligations shall not be deemed to
have occurred in connection with a Refinancing of such First Lien Credit Agreement Secured Obligations with a Replacement First Lien Credit
Agreement which has been designated in writing by the Parent Borrower to the Designated First Lien Representative and the Designated Second
Lien Representative, as the “First Lien Credit Agreement” for purposes of this Agreement.


 


“Discharge of First
Lien Secured Obligations” means the Discharge of the First Lien Secured Obligations under each First Lien Debt Facility with
respect to the First Lien Collateral.


 


“Discharge of Second
Lien Notes Indenture Obligations” means the Discharge of the Second Lien Notes Indenture Secured Obligations with respect to
the Second Lien Collateral; provided that the Discharge of Second Lien Notes Indenture Secured Obligations shall not be deemed
to have occurred in connection with a Refinancing of such Second Lien Notes Indenture Secured Obligations with a Replacement Second Lien
Debt Agreement which has been designated in writing by the Parent Borrower to the Designated Second Lien Representative and the Designated
First Lien Representative, as the “Second Lien Notes Indenture” for purposes of this Agreement.


 


“Discharge of Second
Lien Secured Obligations” means the Discharge of the Second Lien Secured Obligations under each Second Lien Debt Facility with
respect to the Second Lien Collateral.


 


“Excluded Cash Collateral”
has the meaning given to such term in Section 2.01(d).


 


“First Lien Class Debt”
has the meaning given to such term in Section 8.04.


 


“First Lien Class Debt
Representative” has the meaning given to such term in Section 8.04.


 


“First Lien Collateral”
means the “Collateral”, as such term is defined in any First Lien Loan Document, and any other assets or properties of any
of the Grantors now or at any time hereafter subject to, or required to be subject to, Liens securing any First Lien Secured Obligations.


 


“First Lien Credit
Agreement” means the First Lien Credit Agreement, dated as of the date hereof, among the Initial Borrower, the Parent Borrower,
certain Subsidiaries of the Parent Borrower from time to time party thereto as borrowers or guarantors, the lenders and other parties
from time to time party thereto and Bank of America, N.A., as administrative agent, as such agreement may be amended, restated, Refinanced,
waived, restructured, renewed, extended, supplemented or otherwise modified from time to time and shall also include any Replacement First
Lien Credit Agreement.


 






    	 	6	 



     


    

 


“First Lien Credit
Agreement Administrative Agent” has the meaning provided in the preamble to this Agreement; provided, however, that if
the First Lien Credit Agreement is Refinanced by a Replacement First Lien Credit Agreement, then all references herein to the First Lien
Credit Agreement Administrative Agent shall refer to the administrative agent, collateral agent, trustee or similar agent, as applicable,
under the Replacement First Lien Credit Agreement.


 


“First Lien Credit
Agreement Secured Obligations” means the “Secured Obligations”, as such term is defined in the First Lien Credit
Agreement.


 


“First Lien Credit
Agreement Secured Parties” means, at any time, the “Secured Parties”, as such term is defined in the First Lien
Credit Agreement.


 


“First Lien Debt
Facilities” means the First Lien Credit Agreement and any Additional First Lien Debt Facilities.


 


“First Lien Loan
Documents” means (a) the “Loan Documents”, as such term is defined in the First Lien Credit Agreement, and
(b) the Additional First Lien Loan Documents.


 


“First Lien Parity
Intercreditor Agreement” means the “First Lien Intercreditor Agreement”, as such term is defined in the First Lien
Credit Agreement.


 


“First Lien Representative”
means (i) in the case of the First Lien Credit Agreement, the First Lien Credit Agreement Administrative Agent and (ii) in the
case of any Additional First Lien Debt Facility and the Additional First Lien Secured Parties thereunder the trustee, administrative agent,
collateral agent, security agent or similar agent under such Additional First Lien Debt Facility that is named as the Representative in
respect of such Additional First Lien Debt Facility in the applicable Joinder Agreement.


 


“First Lien Secured
Obligations” means, at any time, (a) the First Lien Credit Agreement Secured Obligations, (b) all Cash Management
Obligations (and guarantees thereof) secured under the First Lien Security Documents securing the First Lien Credit Agreement and (c) the
Additional First Lien Secured Obligations; provided that, notwithstanding anything to the contrary in this Agreement, the term
“First Lien Secured Obligations” shall exclude any obligation (other than any obligation in respect of any DIP Financing permitted
to be incurred under Section 2.07 hereof and to which the Second Lien Secured Parties are required to consent or otherwise
do consent) that was not permitted to be incurred and secured by First Liens on the First Lien Collateral, by this Agreement and by each
First Lien Loan Document and each Second Lien Debt Document in effect at the time of such incurrence.


 


“First Lien Secured
Parties” means, at any time, (a) the First Lien Credit Agreement Secured Parties and (b) any Additional First Lien
Secured Parties.


 


“First Lien Security
Documents” means the “Collateral Documents”, as such term is defined in the First Lien Credit Agreement, and any
other documents now existing or entered into after the date hereof that create Liens on any assets or properties of any of the Grantors
to secure any First Lien Secured Obligations or pursuant to which any such Lien thereon is perfected.


 






    	 	7	 



     


    

 


“First Liens”
means Liens created or purported to be created under the First Lien Security Documents securing any First Lien Secured Obligations.


 


“Grantor”
means the Initial Borrower, the Parent Borrower and each Subsidiary of the Parent Borrower which has granted a security interest pursuant
to any Security Document to secure any Secured Obligations.


 


“Hedging Obligations”
of any Person means any obligation of such Person pursuant to any Swap Contract.


 


“Indebtedness”
means indebtedness in respect of borrowed money and obligations evidenced by bonds, debentures, notes, loan agreements or similar instruments;
for the avoidance of doubt, “Indebtedness” shall not include Hedging Obligations or Cash Management Obligations.


 


“Initial Borrower”
has the meaning given to such term in the preamble to this Agreement.


 


“Joinder Agreement”
means a joinder agreement substantially in the form of Annex II hereof required to be delivered by a Representative to the Designated
First Lien Representative and the Designated Second Lien Representative pursuant to Section 8.04 hereof in order to include
an additional Debt Facility hereunder and to become the Representative hereunder for the applicable First Lien Secured Parties or applicable
Second Lien Secured Parties, as the case may be, under such Debt Facility.


 


“Lien”
means any mortgage, deed of trust, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale
or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any capitalized lease
having substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease in and
of itself be deemed a Lien.


 


“Permitted Second
Lien Credit Bid Rights” means in respect of any sale of assets constituting Collateral in any Bankruptcy/Liquidation Proceeding,
that the applicable sale procedures order grants the Second Lien Representative and the Second Lien Secured Parties (individually and
in any combination, subject to the terms of the Second Lien Debt Documents) the right to bid at the sale of such assets and the right
to offset its claims secured by Second Liens upon such assets against the purchase price of such assets, but only if (A) the bid
of the Second Lien Representative or such Second Lien Secured Parties is the highest bid or otherwise determined by a court to be the
best offer at a sale, (B) the Second Lien Representative or such Second Lien Secured Parties provide evidence of financing adequate
to close the sale and (C) the bid of the Second Lien Representative or such Second Lien Secured Parties includes a cash purchase
price component payable at the closing of the sale in an amount that would be sufficient on the date of the closing of the sale, if such
amount were applied to such payment on such date, to pay or satisfy in full in cash all unpaid First Lien Secured Obligations (including
the discharge, cash collateralization or backstopping of all outstanding letters of credit constituting First Lien Secured Obligations
and all Cash Management Obligations and Hedging Obligations constituting First Lien Secured Obligations but excluding, in the case of
the First Lien Secured Obligations, Contingent First Lien Obligations) and to satisfy the First Liens and any obligations secured by Liens
on any such assets entitled to priority over the First Liens that attach to the proceeds of the sale, and such order requires such amount
to be so applied.


 






    	 	8	 



     


    

 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental
authority or other entity.


 


“Post-Petition Interest”
means interest, fees, expenses and other charges that pursuant to the First Lien Loan Documents or the Second Lien Debt Documents, as
applicable, continue to accrue after the commencement of any Bankruptcy/Liquidation Proceeding, whether or not such interest, fees, expenses
and other charges are allowed or allowable under the Bankruptcy Code or other applicable Debtor Relief Law in any such Bankruptcy/Liquidation
Proceeding.


 


“Purchase Event”
has the meaning given to such term in Section 2.09.


 


“Refinance”
means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, refund, replace or
repay such Indebtedness, or to issue other Indebtedness, whether of the same principal amount or greater or lesser principal amount, in
exchange or replacement for such Indebtedness. “Refinanced” and “Refinancing” shall have correlative
meanings.


 


“Registered Equivalent
Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act
or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in
a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.


 


“Release”
has the meaning given to such term in Section 2.06.


 


“Replacement First
Lien Credit Agreement” means any loan agreement, indenture or other agreement that (i) Refinances the First Lien Credit
Agreement so long as, after giving effect to such Refinancing, the agreement that was the First Lien Credit Agreement immediately prior
to such Refinancing is no longer secured, or required to be secured, by any of the Collateral and (ii) becomes the First Lien Credit
Agreement hereunder by Designation as such pursuant to Section 8.05.


 


“Replacement Second
Lien Debt Agreement” means any loan agreement, indenture or other agreement that (i) Refinances the Second Lien Notes Indenture
so long as, after giving effect to such Refinancing, the agreement that was the Second Lien Notes Indenture immediately prior to such
Refinancing is no longer secured, or required to be secured, by any of the Collateral and (ii) becomes the Second Lien Notes Indenture
hereunder by Designation as such pursuant to Section 8.05.


 


“Representatives”
means the First Lien Representatives and the Second Lien Representatives.


 


“Second Lien Class Debt”
has the meaning given to such term in Section 8.04.


 


“Second Lien Class Debt
Representative” has the meaning given to such term in Section 8.04.


 






    	 	9	 



     


    

 


“Second Lien Collateral”
means the “Collateral”, as such term is defined in any Second Lien Debt Document, and any other assets or properties of any
of the Grantors now or at any time hereafter subject to, or required to be subject to, Liens securing any Second Lien Secured Obligations.


 


“Second Lien Debt
Documents” means (a) the “Notes Documents”, as such term is defined in the Second Lien Notes Indenture and
(b) the Additional Second Lien Debt Documents.


 


“Second Lien Debt
Facilities” means the Second Lien Notes Indenture and any Additional Second Lien Debt Facilities.


 


“Second Lien Notes
Collateral Agent” has the meaning given to such term in the preamble to this Agreement; provided, however, that if the
Second Lien Notes Indenture is Refinanced by a Replacement Second Lien Debt Agreement, then all references herein to the Second Lien Notes
Collateral Agent shall refer to the administrative agent, collateral agent, trustee or similar agent, as applicable, under the Replacement
Second Lien Debt Agreement.


 


“Second Lien Notes
Indenture” means the Indenture, dated as of the date hereof, among the Initial Borrower, the Parent Borrower, certain Subsidiaries
of the Parent Borrower from time to time party thereto as co-issuers or guarantors, and Ankura Trust Company, LLC, as trustee and collateral
agent, as such agreement may be amended, restated, waived, restructured, renewed, extended, supplemented or otherwise modified from time
to time and shall also include any Replacement Second Lien Debt Agreement.


 


“Second
Lien Notes Indenture Secured Obligations” means the “Secured Obligations”, as such term is defined in the
Second Lien Notes Indenture.


 


“Second Lien Notes
Indenture Secured Parties” means, at any time, the “Secured Parties”, as such term is defined in the Second Lien
Notes Indenture.


 


“Second Lien Parity
Intercreditor Agreement” means the “Parity Lien Intercreditor Agreement”, as such term is defined in the Second
Lien Notes Indenture.


 


“Second Lien Permitted
Actions” has the meaning given to such term in Section 2.03(b).


 


“Second Lien Representative”
means (i) in the case of the Second Lien Notes Indenture, the Second Lien Notes Collateral Agent and (ii) in the case of any
Additional Second Lien Debt Facility and the Additional Second Lien Secured Parties thereunder the trustee, administrative agent, collateral
agent, security agent or similar agent under such Additional Second Lien Debt Facility that is named as the Representative in respect
of such Additional Second Lien Debt Facility in the applicable Joinder Agreement.


 


“Second Lien Secured
Obligations” means, at any time, (a) the Second Lien Notes Indenture Secured Obligations, and (b) the Additional Second
Lien Secured Obligations; provided that, notwithstanding anything to the contrary in this Agreement, the term “Second Lien
Secured Obligations” shall exclude any obligation that was not permitted to be incurred, and secured by Second Liens on the Second
Lien Collateral, by this Agreement and by each First Lien Loan Document and each Second Lien Debt Document in effect at the time of such
incurrence.


 






    	 	10	 



     


    

 


“Second Lien Secured
Parties” means, at any time, (a) the Second Lien Notes Indenture Secured Parties and (b) any Additional Second Lien
Secured Parties.


 


“Second Lien Security
Agreement” means the Second Lien Security Agreement, dated as of the date hereof, among the Initial Borrower, the Parent Borrower,
certain Subsidiaries of the Parent Borrower from time to time party thereto and the Second Lien Notes Collateral Agent, as amended, restated,
waived, restructured, renewed, extended, supplemented or otherwise modified from time to time or as replaced in connection with any Refinancing,
extension, refunding or replacement of the Second Lien Notes Indenture.


 


“Second Lien Security
Documents” means the “Collateral Documents”, as such term is defined in the Second Lien Notes Indenture, and any
other documents now existing or entered into after the date hereof that create Liens on any assets or properties of any of the Grantors
to secure any Second Lien Secured Obligations or pursuant to which any Lien thereon is perfected.


 


“Second Liens”
means Liens created or purported to be created under the Second Lien Security Documents securing any Second Lien Secured Obligations.


 


“Secured Obligations”
means the First Lien Secured Obligations and the Second Lien Secured Obligations.


 


“Secured Parties”
means the First Lien Secured Parties and the Second Lien Secured Parties.


 


“Security Documents”
means the First Lien Security Documents and the Second Lien Security Documents.


 


“Standstill Period”
has the meaning given to such term in Section 2.03(b).


 


“Swap Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions,
cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter
into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and
all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form
of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master Agreement.


 






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“Uniform
Commercial Code” or “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation)
as in effect in any applicable jurisdiction.


 


Article 2

Subordination of Liens


 


Section 2.01.     Similar
Liens and Agreements. The parties hereto (including the Parent Borrower, on behalf of itself and the other Grantors) agree that it
is their intention that the First Lien Collateral and the Second Lien Collateral be identical, subject to Sections 2.01(c), 2.01(d),
and 2.06(a) and 2.07. In furtherance of the foregoing, the parties hereto agree, subject to the other provisions of
this Agreement:


 


(a)            Upon
request by the Designated First Lien Representative or the Designated Second Lien Representative, to cooperate in good faith (and to direct
their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the First Lien Collateral
and the Second Lien Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties
obligated under the First Lien Loan Documents and the Second Lien Debt Documents;


 


(b)            [reserved];


 


(c)            The
existence of a maximum claim with respect to any real property subject to a mortgage which applies to all Secured Obligations shall not
be deemed to be a difference in Collateral among any series, issue or class of First Lien Secured Obligations or Second Lien Secured Obligations;
and


 


(d)            Notwithstanding
anything in this Agreement or any other First Lien Loan Documents or Second Lien Debt Documents to the contrary, collateral consisting
of cash and cash equivalents specifically pledged to any First Lien Secured Party or group of First Lien Secured Parties secures only
the First Lien Secured Obligations owing to such First Lien Secured Parties (“Excluded Cash Collateral”) and shall
be applied as specified in the applicable First Lien Loan Document pursuant to which such First Lien Secured Obligations are issued and
secured and will not constitute Collateral hereunder. Nothing in this Agreement shall be construed to impair the right of any First Lien
Secured Party to recoup, set off, net or offset amounts (including amounts delivered as margin or cash collateral) to satisfy such First
Lien Secured Obligations secured by Excluded Cash Collateral or supported by a letter of credit or other credit support to the extent
permitted under the applicable First Lien Loan Document, or exercise its rights and remedies with respect to any Excluded Cash Collateral
pledged for its sole benefit or as a beneficiary under and pursuant to any other letter of credit or credit support issued solely in its
favor, each of which will be governed by the terms of such First Lien Loan Document, as applicable.


 


Section 2.02.     Subordination
of Liens. (a) All Liens (regardless of how acquired) securing or purporting to secure the Second Lien Secured Obligations granted
on any Collateral are expressly subordinated and made junior in right, priority, operation and effect to any and all Liens (regardless
of how acquired) securing or purporting to secure the First Lien Secured Obligations granted on such Collateral, notwithstanding any provision
of the UCC or any other Federal, State or foreign law or anything contained in this Agreement, the Second Lien Notes Indenture, any Additional
Second Lien Debt Facility, any Second Lien Security Document or any other agreement or instrument to the contrary or otherwise, and irrespective
of the time, order or method of creation, attachment or perfection of any Liens securing or purporting to secure the Second Lien Secured
Obligations granted on the Collateral and any Liens securing or purporting to secure the First Lien Secured Obligations granted on the
Collateral or any defect or deficiency or alleged defect or deficiency in any of the foregoing and irrespective of the subordination of
any Lien securing or purporting to secure any First Lien Secured Obligations to any other Liens. Each Second Lien Representative for itself
and on behalf of the applicable Second Lien Secured Parties expressly agrees that any Lien purported to be granted on any Collateral as
security for the First Lien Secured Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing
or purporting to secure any Second Lien Secured Obligations for all purposes regardless of whether the Lien purported to be granted is
avoided or otherwise found to be improperly granted, improperly perfected, preferential, a fraudulent conveyance or legally or otherwise
deficient in any manner.


 






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(a)            It
is acknowledged that (i) without limiting the generality of clause (iv) below but subject to any relevant limitations set forth
elsewhere in this Agreement, the aggregate amount of the First Lien Credit Agreement Secured Obligations may be increased pursuant to
Section 2.14 of the First Lien Credit Agreement, (ii) a portion of the First Lien Secured Obligations may consist of
Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased
or reduced and subsequently reborrowed, (iii) the First Lien Secured Obligations may be extended, renewed, replaced, restructured,
Refinanced or otherwise amended, restated, supplemented or modified, or secured with additional collateral (such collateral, (x) to
the extent it secures First Lien Secured Obligations, shall become First Lien Collateral and (y) to the extent it secures Second
Lien Secured Obligations, shall become Second Lien Collateral), and (iv) the aggregate amount of the First Lien Secured Obligations
may be increased, from time to time in accordance with the terms of the First Lien Debt Facilities, all without affecting the subordination
hereunder of the Liens securing the Second Lien Secured Obligations granted on the Collateral or the provisions of this Agreement defining
the relative rights of the First Lien Secured Parties and the Second Lien Secured Parties. Without limiting the provisos to the definitions
of “First Lien Secured Obligations” and “Second Lien Secured Obligations” or the provisions of Article 8,
the Lien priorities provided for herein shall not be altered or otherwise affected by any amendment, modification, supplement, extension,
increase, renewal, replacement, restructuring, Refinancing or restatement of either the Second Lien Secured Obligations or the First Lien
Secured Obligations, by the securing of any First Lien Secured Obligations with any additional collateral or guarantees (such collateral,
(x) to the extent it secures First Lien Secured Obligations, shall become First Lien Collateral and (y) to the extent it secures
Second Lien Secured Obligations, shall become Second Lien Collateral), by the release of, or the avoidance of any Lien with respect to,
any First Lien Collateral, by the failure of any person to comply with any provision of this Agreement or any agreement evidencing, governing
or securing any First Lien Secured Obligation or Second Lien Secured Obligation, or by any action that any Representative or Secured Party
may take or fail to take in respect of any Collateral. Without limiting the foregoing but subject to any relevant limitations set forth
elsewhere in this Agreement, (x) all existing and any future First Lien Secured Obligations of any class are intended to be secured
by the Collateral, and the Liens on the Collateral securing such First Lien Secured Obligations will constitute first priority Liens entitled
to the benefit of this Agreement and (y) all existing and any future Second Lien Secured Obligations of any class are intended to
be secured by the Collateral, and the Liens on the Collateral securing such Second Lien Secured Obligations will constitute second priority
Liens entitled to the benefit of this Agreement.


 






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(b)            It
is agreed that the First Lien Representatives will have no obligations to exercise any remedies available to them as a condition to obtaining
the benefits of this Article 2 and Article 7.


 


(c)            Each
Second Lien Representative on behalf of the applicable Second Lien Secured Parties it represents agrees that the Second Lien Debt Facility
under which it is the Second Lien Representative and the principal Second Lien Security Documents to which such Second Lien Representative
is a party will contain the provisions set forth in Annex I hereto under which the applicable Second Lien Secured Parties agree
to, and subject their rights to the provisions of, this Agreement as set forth therein.


 


Section 2.03.     No
Action with Respect to Second Lien Collateral Subject to First Liens. (a) So long as the Discharge of First Lien Secured Obligations
has not occurred, no Second Lien Representative nor any other Second Lien Secured Party shall commence or instruct the Designated Second
Lien Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver,
liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with
respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect
of, any Second Lien Collateral under any Second Lien Security Document, Requirements of Law or otherwise (including the exercise of any
right of setoff or recoupment, any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter
or similar agreement or arrangement to which the Second Lien Representative or any Second Lien Secured Party is a party or any right to
credit bid (other than pursuant to Permitted Second Lien Credit Bid Rights)), at any time prior to the Discharge of First Lien Secured
Obligations; it being agreed that, except as otherwise provided herein, only the Designated First Lien Representative, acting in accordance
with the First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to the Collateral.
Notwithstanding the foregoing, any Second Lien Representative may (i) subject to Section 2.07, take all such actions
as it shall deem necessary to create, perfect (or continue the perfection of), preserve or protect (but not enforce) the Liens securing
the Second Lien Secured Obligations granted on any Second Lien Collateral; (ii) subject to Section 2.07, vote on any
plan of reorganization or similar dispositive restructuring plan, file any proof of claim, make other filings and make any arguments and
motions that are, in each case, not inconsistent with the priorities set forth in this Agreement, with respect to, or in respect of, the
Second Lien Secured Obligations and/or the Second Lien Collateral; (iii) file any necessary or appropriate responsive or defensive
pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking
the disallowance of the claims or Liens of the Second Lien Secured Parties, including any claims secured by the Second Lien Collateral,
if any, in each case in accordance with the terms of this Agreement; (iv) join (but not exercise any control with respect to) any
judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by the Designated
First Lien Representative or any other First Lien Secured Party to the extent that any such action could not reasonably be expected, in
any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the exercise of remedies by
the Designated First Lien Representative or such other First Lien Secured Party (it being understood that neither the Second Lien Representative
nor any other Second Lien Secured Party shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein);
and (v) credit bid all or any part of the Second Lien Secured Obligations under Section 363(k) of the Bankruptcy Code (or
any comparable provision of any other applicable Debtor Relief Law) pursuant to, and in accordance with, the exercise of Permitted Second
Lien Credit Bid Rights Furthermore, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit
the receipt by any Second Lien Representative or any Second Lien Secured Parties of the required payments of interest, principal, premium
and other amounts owed in respect of the Second Lien Secured Obligations (x) if the Discharge of First Lien Secured Obligations has
occurred or (y) if the Discharge of First Lien Secured Obligations has not occurred so long as, in the case of this clause (y), such
receipt is not the direct or indirect result of the exercise by the Second Lien Representatives or any other Second Lien Secured Party
of rights or remedies with respect to the Collateral (including setoff or recoupment or credit bidding (other than pursuant to the Permitted
Second Lien Credit Bid Rights)) or enforcement of any Lien held by any of them.


 






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(a)            Notwithstanding
Section 2.03(a) above, the Designated Second Lien Representative may enforce any of its rights and exercise any of its
remedies (other than credit bidding, which shall be permitted only as set forth in clause (a) above) (the actions permitted to be
taken by any Second Lien Secured Party pursuant to Section 2.03(a) or this Section 2.03(b), the “Second
Lien Permitted Actions”) with respect to the Second Lien Collateral after a period of 180 consecutive days has elapsed since
the date on which the Designated Second Lien Representative has delivered to the Designated First Lien Representative written notice of
either (1) an event of default under the Second Lien Debt Documents and the acceleration of the Second Lien Secured Obligations or
(2) the non-payment at the final stated maturity of the Indebtedness then outstanding under the Second Lien Debt Documents (the “Standstill
Period”); provided, however, that (i) notwithstanding the expiration of the Standstill Period or anything herein
to the contrary, in no event shall the Designated Second Lien Representative or any other Second Lien Secured Party enforce or exercise
any rights or remedies with respect to any Collateral if (1) the Designated First Lien Representative or any other First Lien Secured
Party shall have commenced, and shall be diligently pursuing the enforcement or exercise of any rights or remedies with respect to all
or a material portion of such Collateral or (2) the Grantor which has granted a security interest in such Collateral is then a debtor
under or with respect to (or otherwise subject to) any Bankruptcy/Liquidation Proceeding and (ii) after the expiration of the Standstill
Period, so long as the Designated First Lien Representative has not commenced any action to enforce the Liens securing the First Lien
Secured Obligations on all or any material portion of the Collateral, the Second Lien Secured Parties (or the Designated Second Lien Representative
on their behalf) may, subject to the provisions of Article 7, enforce the Liens securing the Second Lien Secured Obligations
with respect to all or any portion of the Collateral to the extent permitted hereunder. If the Designated Second Lien Representative or
any other Second Lien Secured Party exercises any rights or remedies with respect to the Collateral in accordance with the immediately
preceding sentence of this paragraph and thereafter the Designated First Lien Representative or any other First Lien Secured Party commences
(or attempts to commence or given notice of its intent to commence) the exercise of any of its rights or remedies with respect to the
Collateral, the Standstill Period shall recommence and the Designated Second Lien Representative and each other Second Lien Secured Party
shall rescind any such rights or remedies already exercised with respect to the Collateral.


 






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Section 2.04.     No
Duties of Designated First Lien Representative or other First Lien Secured Parties. Subject to Article III, each Second
Lien Representative on behalf of itself and each Second Lien Secured Party represented by it acknowledges and agrees that neither the
Designated First Lien Representative nor any other First Lien Secured Party shall have any duties or other obligations to any Second Lien
Secured Party with respect to any First Lien Collateral, other than (to the extent then legally permitted to do so) to transfer to the
Designated Second Lien Representative (if the Discharge of Second Lien Secured Obligations has not occurred) any net proceeds of any such
Collateral that constitutes Second Lien Collateral remaining in its possession following any sale, transfer or other disposition of such
Collateral and the Discharge of First Lien Secured Obligations, or, if any First Lien Representative shall be in possession of all or
any part of such Collateral after any Discharge of First Lien Secured Obligations and there are then any Second Lien Secured Obligations
outstanding, such Collateral or any part thereof remaining, in each case without representation or warranty on the part of the Designated
First Lien Representative or any other First Lien Secured Party. In furtherance of the foregoing, each Second Lien Representative on behalf
of itself and each Second Lien Secured Party represented by it acknowledges and agrees that until the Discharge of First Lien Secured
Obligations, the First Lien Credit Agreement Administrative Agent shall be entitled, subject to Section 2.03(b)(ii), for the
benefit of the holders of the First Lien Secured Obligations, to sell, transfer or otherwise dispose of or deal with such Collateral as
provided herein and in the First Lien Security Documents, without regard to any Lien securing the Second Lien Secured Obligations granted
on the Collateral or any rights to which the holders of the Second Lien Secured Obligations would otherwise be entitled as a result of
such Lien. Without limiting the foregoing, each Second Lien Representative on behalf of itself and each Second Lien Secured Party represented
by it agrees that neither the Designated First Lien Representative nor any other First Lien Secured Party shall have any duty or obligation
first to marshal or realize upon any type of Collateral (or any other collateral securing the First Lien Secured Obligations), or to sell,
dispose of or otherwise liquidate all or any portion of the Collateral (or any other collateral securing the First Lien Secured Obligations),
in any manner that would maximize the return to the Second Lien Secured Parties, notwithstanding that the order and timing of any such
realization, sale, disposition or liquidation may affect the amount of net proceeds actually received by the Second Lien Secured Parties
from such realization, sale, disposition or liquidation. Each Second Lien Representative on behalf of itself and each Second Lien Secured
Party represented by it waives any claim it or such Second Lien Secured Party may now or hereafter have against the Designated First Lien
Representative or any other First Lien Secured Party (or their representatives) arising out of (a) any actions which the Designated
First Lien Representative or the other First Lien Secured Parties take or omit to take (including actions with respect to the creation,
perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of,
or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First
Lien Secured Obligations from any account debtor, guarantor or any other party) in accordance with the First Lien Security Documents or
any other agreement related thereto or to the collection of the First Lien Secured Obligations or the valuation, use, protection or release
of any Collateral, (b) any election by the Designated First Lien Representative or any of the First Lien Secured Parties, in any
Bankruptcy/Liquidation Proceeding of the application of Section 1111(b) of the Bankruptcy Code (or any comparable provision
of any other applicable Debtor Relief Law) and/or (c) any borrowing by any Grantor as debtor in possession, or any related grant
of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code (or any comparable provision of
any other applicable Debtor Relief Law). The First Lien Representatives and the First Lien Secured Parties, on the one hand, and the Second
Lien Secured Parties, on the other hand, shall each be responsible for keeping themselves informed of (a) the financial condition
of the Initial Borrower, the Parent Borrower and its Subsidiaries and all endorsers and/or guarantors of the First Lien Secured Obligations
or the Second Lien Secured Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Secured
Obligations or the Second Lien Secured Obligations.


 






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Section 2.05.          No
Interference.


 


(a)            Each
Second Lien Representative on behalf of itself and each Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation
Proceeding has been commenced by or against any Grantor, (i) it will not take or cause to be taken any action the purpose or effect
of which is, or could be, to make any Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with,
or to give such Second Lien Secured Party any preference or priority relative to, any Lien on the Collateral securing or purporting to
secure any of the First Lien Secured Obligations, (ii) it will not challenge or question in any proceeding, or support any other
Person in challenging or questioning in any proceeding, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding,
the validity, allowability, or enforceability of any First Lien Secured Obligations or First Lien Security Document, or the validity,
attachment, perfection or priority of any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations,
or the validity or enforceability of the priorities, rights or duties established by or pursuant to other provisions of this Agreement,
(iii) it will not contest, protest, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings or
otherwise, any sale, transfer or other disposition of the Collateral, or any other exercise of remedies against any Collateral or any
forbearance thereof, in each case, by any First Lien Secured Parties or the First Lien Representative acting on their behalf, (iv) it
shall have no right to (A) direct any First Lien Representative or any First Lien Secured Party to exercise any right, remedy or
power with respect to the Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to
the exercise by any First Lien Representative or any First Lien Secured Party of any right, remedy or power with respect to the Collateral,
(v) it will not institute any suit or assert in any suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against
any First Lien Representative or any First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions
or otherwise with respect to, and neither any First Lien Representative nor any First Lien Secured Party shall be liable for, any action
taken or omitted to be taken by any such First Lien Representative or any such First Lien Secured Party with respect to any Collateral
securing such First Lien Secured Obligations; provided that nothing in this clause (v) shall prevent any Second Lien
Secured Party from asserting or seeking to enforce any provision of any Second Lien Security Document (to the extent not prohibited by
this Agreement) and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge
the enforceability of any provision of this Agreement; provided that nothing in this Section 2.05(a) shall prevent
any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or taking any Second Lien Permitted
Action.


 






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(b)            Each
First Lien Representative on behalf of itself and each First Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation
Proceeding has been commenced by or against any Grantor, it will not challenge or question in any proceeding, or support any other Person
in challenging or questioning in any proceeding, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, the
validity, allowability, or enforceability of any Second Lien Secured Obligations or Second Lien Security Document, or the validity, attachment,
perfection or priority of any Lien on the Collateral securing or purporting to secure any of the Second Lien Secured Obligations, or the
validity or enforceability of the priorities, rights or duties established by or pursuant to other provisions of this Agreement.


 


Section 2.06.          Automatic
Release of Second Liens. (a) The Designated First Lien Representative, for itself and on behalf of the First Lien Secured Parties,
will have the exclusive right (subject to the provisions of the First Lien Loan Documents) to make determinations regarding the release
of Liens on, or the disposition of, any Collateral in connection with the exercise of remedies with respect to the Collateral, without
consultation with, consent of, or notice to, the Designated Second Lien Representative or any other Second Lien Secured Party. If, in
connection with (i) any sale, transfer or other disposition of any Collateral by any Grantor to any Person that is not a Grantor
(other than in connection with any enforcement or exercise of rights or remedies with respect to the Collateral which shall be governed
by clause (ii)) permitted under the terms of the First Lien Loan Documents or consented to by the applicable First Lien Secured Parties
under such First Lien Loan Documents (other than (A) in connection with the Discharge of First Lien Secured Obligations or (B) after
the occurrence and during the continuance of any event of default under the Second Lien Debt Documents) or (ii) the enforcement or
exercise of any rights or remedies with respect to the Collateral by the Designated First Lien Representative or any other First Lien
Secured Party, including any sale, transfer or other disposition of Collateral, the Designated First Lien Representative, for itself and
on behalf of the other First Lien Secured Parties, or any Grantor releases any of the First Liens (a “Release”), then
the Liens on such Collateral securing any Second Lien Secured Obligations shall be automatically, unconditionally and simultaneously released,
and the Designated Second Lien Representative shall, subject to delivery by the applicable Grantors of an officer’s certificates
stating that any such release of First Liens has become effective (or shall become effective concurrently with such release of the Liens
on such Collateral securing such Second Lien Secured Obligations), for itself and on behalf of the other Second Lien Secured Parties,
promptly execute and deliver to the Designated First Lien Representative and the applicable Grantors such termination statements, releases
and other documents as the Designated First Lien Representative or any applicable Grantor may reasonably request to effectively confirm
such Release; provided, that such release by such Designated Second Lien Representative, for itself or for the benefit of
its Second Lien Secured Parties, shall not extend to or otherwise affect any of the rights of the Second Lien Secured Parties to the proceeds
from any such sale, transfer or other disposition (subject to the relative Lien priorities set forth in this Agreement). Similarly, if
the equity interests of any Person are foreclosed upon or otherwise sold, transferred or otherwise disposed of and in connection therewith
the Designated First Lien Representative releases the First Liens on the property or assets of such Person or releases such Person from
its guarantee of First Lien Secured Obligations, then the Second Liens on such property or assets of such Person and such Person’s
guarantee of Second Lien Secured Obligations shall be automatically released to the same extent.


 


(a)            Until
the Discharge of First Lien Secured Obligations occurs, the Designated Second Lien Representative, for itself and on behalf of the Second
Lien Secured Parties, hereby irrevocably constitutes and appoints the Designated First Lien Representative and any officer or agent of
the Designated First Lien Representative, 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 the Designated Second Lien Representative or such holder or in the Designated First Lien
Representative’s own name, from time to time in the Designated First Lien Representative’s discretion, for the purpose of
carrying out the terms of this Section 2.06, to take any and all appropriate action and to execute any and all documents and
instruments which may be necessary to accomplish the purposes of this Section 2.06, including any endorsements or other instruments
of transfer or release.


 






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Section 2.07.          Certain
Agreements with Respect to Bankruptcy or Insolvency Proceedings. In the event of a Bankruptcy/Liquidation Proceeding, each
Second Lien Representative and the other Second Lien Secured Parties shall not, unless and until the Discharge of First Lien Secured
Obligations occurs, directly or indirectly (i) seek in respect of any part of the Collateral or proceeds thereof or any Lien on
the Collateral securing the Second Lien Secured Obligations that may exist thereon any relief from, or modification of, the
automatic or other stay as provided in Section 362 of the Bankruptcy Code (or any comparable provision of any other applicable
Debtor Relief Law) or under any other applicable law or otherwise without the express written consent of the Designated First Lien
Representative, or (except as otherwise provided below) seek or accept any form of adequate protection under either or both of
Sections 362 and 363 of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) or under any
other applicable law or otherwise with respect thereto, except Liens on replacement or additional collateral junior to the Liens on
the Collateral securing and providing adequate protection for the First Lien Secured Obligations, a super-priority claim junior to
that granted as adequate protection for the First Lien Secured Obligations, the accrual of interest and the current payment of
reasonable out-of-pocket post-petition fees and expenses, including fees and disbursements of counsel and other professional
advisors, incurred by the Second Lien Representatives (which the Second Lien Secured Parties agree will constitute adequate
protection of their claims and interests), (ii) subject to the immediately succeeding paragraph, oppose or object to any
adequate protection sought by or granted to any First Lien Secured Party in connection with the use of cash collateral or
post-petition financing under Section 362, 363 or 364 of the Bankruptcy Code (or any comparable provision of any other
applicable Debtor Relief Law) or under any other applicable law or otherwise, (iii) subject to the immediately succeeding
paragraph, oppose or object to the use of cash collateral by a Grantor unless the Designated First Lien Representative shall have
opposed or objected to such use of cash collateral (provided that, if the First Lien Secured Parties withdraw such opposition
or objection, while any First Lien Secured Obligations remain outstanding, the Second Lien Secured Parties will also withdraw such
opposition or objection), (iv) subject to the final sentence of this Section 2.07, oppose or object to (and will
consent to) any post-petition financing (including any debtor in possession financing) provided by any of the First Lien Secured
Parties or provided by a third party pursuant to Section 364 of the Bankruptcy Code (or any comparable provision of any other
applicable Debtor Relief Law) or under any other applicable law or otherwise (including on a priming basis, to the extent any Liens
granted in favor of the First Lien Secured Parties that are providing, or any third-party provider of, DIP Financing are senior to,
or rank pari passu with, the Liens on the Collateral securing the First Lien Secured Obligations and the Second Lien Secured
Parties retain their Liens on the Collateral to secure the Second Lien Secured Obligations) (a “DIP Financing”)
unless the Designated First Lien Representative shall have opposed or objected to such DIP Financing; provided, that the
foregoing shall not prevent the Second Lien Secured Parties from (x) proposing any other DIP Financing to any Grantor or to a
court of competent jurisdiction or (y) objecting to any provision in any DIP Financing (i) relating to any provision or
content of a plan of reorganization or liquidation that is inconsistent with this Agreement or (ii) requiring any Grantor to
seek any approval for any plan of reorganization or liquidation that is inconsistent with the terms of this Agreement,
(v) oppose or object to the determination of the extent of any Liens held by any of the First Lien Secured Parties or the value
or allowability of any claims of the First Lien Secured Parties under Section 506(a) of the Bankruptcy Code (or any
comparable provision of any other applicable Debtor Relief Law) or under any other applicable law or otherwise, (vi) oppose or
object to the payment of interest (including, without limitation, Post-Petition Interest), fees, and expenses as provided under
Sections 506(b) and (c) of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) or
under any other applicable law or otherwise to any First Lien Secured Party, (vii) oppose or object (and instead shall be
deemed to have consented) to any disposition of any Collateral (including any credit bid by any First Lien Secured Party under
Section 363(k) of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) or under any
other applicable law or otherwise) free and clear of the Liens on the Collateral securing the Second Lien Secured Obligations or
other claims under Section 363 of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law)
or otherwise, so long as the respective interests of the Second Lien Secured Parties attach to any net proceeds thereof subject to
the relative Lien priorities in this Agreement, if the First Lien Secured Parties, or a representative authorized by the First Lien
Secured Parties, shall consent to, or shall not have opposed or objected to, such disposition; provided, that the Second Lien
Secured Parties shall not be prohibited from asserting any objections to the bidding and related procedures proposed to be utilized
in connection with such disposition that may be raised by an unsecured creditor of the Grantors, (viii) credit bid all or any
portion of the Second Lien Secured Obligations under Section 363(k) of the Bankruptcy Code (or any comparable provision of
any other applicable Debtor Relief Law) or otherwise, except pursuant to the exercise of Permitted Second Lien Credit Bid Rights or
(ix) (whether in the capacity of a secured creditor or an unsecured creditor) propose, vote in favor of or otherwise directly
or indirectly support any plan of reorganization or other dispositive restructuring plan that is inconsistent with the priorities in
this Agreement, without the consent of the Designated First Lien Representative. To the extent any Liens granted in favor of the
First Lien Secured Parties that are providing, or any third-party provider of, DIP Financing are senior to, or rank pari
passu with, the Liens on the Collateral securing the First Lien Secured Obligations or provided as adequate protection therefor,
each Second Lien Representative will, for itself and on behalf of the other Second Lien Secured Parties represented by it,
subordinate its Liens on the Collateral securing the Second Lien Secured Obligations to the Liens on the Collateral securing such
DIP Financing and to any Liens provided to the First Lien Secured Parties as adequate protection on the terms of this Agreement, and
to any “carve-out” agreed to by the First Lien Representatives or the other First Lien Secured Parties. This Agreement
constitutes a “subordination agreement” under Section 510 of the Bankruptcy Code (or any comparable provision of
any other applicable Debtor Relief Law) as well as all other applicable laws, and shall be effective and enforceable before, during
and after the commencement of any Bankruptcy/Liquidation Proceeding; all references herein to any Grantor shall include such Grantor
as a debtor in possession and any receiver or trustee for such Grantor. If, in any Bankruptcy/Liquidation Proceeding, debt
obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed, pursuant to a
plan of reorganization or similar dispositive restructuring plan, both on account of First Lien Secured Obligations and on account
of Second Lien Secured Obligations, then, to the extent the debt obligations distributed on account of the First Lien Secured
Obligations and on account of the Second Lien Secured Obligations are secured by Liens upon the same property, the provisions of
this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the
Liens securing such debt obligations. Notwithstanding the foregoing, the provisions of clause (iv) of the first sentence of
this Section 2.07 shall only be applicable as to the Second Lien Secured Parties with respect to any DIP Financing to
the extent (x) the aggregate principal amount of the DIP Financing, plus (y) measured after giving effect to the DIP
Financing and any payment of debt with the proceeds of such DIP Financing, the sum of (i) the aggregate outstanding principal
amount of the loans, notes or debt securities outstanding under the First Lien Debt Facilities that will remain outstanding after
giving effect to such DIP Financing and (ii) the aggregate face amount of any letters of credit issued and outstanding under
the First Lien Debt Facilities that will remain outstanding after giving effect to such DIP Financing, does not exceed 115% of the
sum of (i) the aggregate outstanding principal amount of the loans, notes or debt securities outstanding under the First Lien
Debt Facilities as of the date on which the Bankruptcy/Liquidation Proceeding is commenced plus (ii) the aggregate face amount
of any letters of credit issued and outstanding under the First Lien Debt Facilities as of the date on which the
Bankruptcy/Liquidation Proceeding is commenced.


 






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Notwithstanding anything herein
to the contrary, in any Bankruptcy/Liquidation Proceeding, (i) if the First Lien Secured Parties (or any subset thereof) are granted
adequate protection in the form of a Lien on additional or replacement collateral or super-priority claims in connection with any DIP
Financing and/or use of cash collateral under Section 363 or 364 of the Bankruptcy Code (or any comparable provision of any other
applicable Debtor Relief Law) or any similar provision of any other applicable law, then each Second Lien Representative, for itself and
on behalf of each Second Lien Secured Party, may seek or request adequate protection (without objection from any First Lien Representative
or any other First Lien Secured Party) in the form of a Lien on such additional or replacement collateral and/or (as applicable) a super-priority
claim, which Lien or super-priority claim is subordinated to the Liens securing and providing adequate protection for all First Lien Secured
Obligations and such DIP Financing (and all  obligations relating thereto) on the same basis as the other Liens securing the Second
Lien Secured Obligations are so subordinated to the Liens securing First Lien Secured Obligations under this Agreement and (ii) in
the event any Second Lien Representatives, for themselves and on behalf of the Second Lien Secured Parties, seek or request adequate protection
and such adequate protection is granted in the form of a Lien on additional or replacement collateral, then such Second Lien Representatives,
for themselves and on behalf of each Second Lien Secured Party, agree that each First Lien Representative shall also be entitled to a
senior priority Lien on such additional or replacement collateral as security and adequate protection for the First Lien Secured Obligations
and any such DIP Financing and that any Lien on such additional or replacement collateral securing or providing adequate protection for
the Second Lien Secured Obligations shall be subordinated to the Liens on such collateral securing the First Lien Secured Obligations
and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the First Lien Secured Parties as adequate
protection on the same basis as the other Liens securing the Second Lien Secured Obligations are so subordinated to such Liens on such
collateral securing First Lien Secured Obligations under this Agreement.


 






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Each Second Lien Representative,
for itself and on behalf of the Second Lien Secured Parties represented by it, and each First Lien Representative, for itself and on behalf
of the First Lien Secured Parties represented by it, acknowledges and agrees that:


 


(a)            the
grants of Liens pursuant to the First Lien Security Documents and the Second Lien Security Documents constitute two separate and distinct
grants of Liens; and


 


(b)            because
of, among other things, their differing rights in the Collateral, the Second Lien Secured Obligations are fundamentally different from
the First Lien Secured Obligations and must be separately classified in any plan of reorganization or similar dispositive restructuring
plan proposed, confirmed, or adopted in a Bankruptcy/Liquidation 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 First Lien Secured Parties
and the Second Lien Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior
and junior secured claims), then each of the parties hereto hereby acknowledges and agrees that all distributions shall be made as if
there were separate classes of senior and junior secured claims against the Grantors in respect of the Collateral (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 Second
Lien Secured Parties), the First Lien Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect
of principal, pre-petition interest and other claims, all amounts owing (or that would be owing if there were such separate classes of
senior and junior secured claims) in respect of Post-Petition Interest, including any additional interest payable pursuant to the First
Lien Loan Documents, arising from or related to a default, whether or not a claim therefor is allowed or allowable in any Bankruptcy/Liquidation
Proceeding) before any distribution is made in respect of the claims held by the Second Lien Secured Parties with respect to the Collateral,
with each Second Lien Representative, for itself and on behalf of the Second Lien Secured Parties represented by it, hereby acknowledging
and agreeing to turn over to the Designated First Lien Representative, for itself and on behalf of the First Lien Secured Parties, Collateral
or proceeds of Collateral 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 claim or recovery of the Second Lien Secured Parties).


 


Each Second Lien Representative
and the other Second Lien Secured Parties shall not, unless and until the Discharge of First Lien Secured Obligations occurs, directly
or indirectly assert, support or enforce any claim under Section 506(c) of the Bankruptcy Code (or any comparable provision
of any other applicable Debtor Relief Law) or seek to recover any amounts that any Grantor may obtain by virtue of any claim under Section 506(c) of
the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law), in each case, for costs or expenses of preserving
or disposing of any Collateral or otherwise, and it will not accept the benefit of any such claims.


 






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Each Second Lien Representative
and the other Second Lien Secured Parties agrees that it shall not, directly or indirectly, oppose or seek to challenge any claim by any
First Lien Representative or any other First Lien Secured Party for allowance in any Bankruptcy/Liquidation Proceeding of First Lien Secured
Obligations consisting of Post-Petition Interest. Each First Lien Representative and the other First Lien Secured Parties agrees that
it shall not, directly or indirectly, oppose or seek to challenge any claim by any Second Lien Representative or any other Second Lien
Secured Party for allowance in any Bankruptcy/Liquidation Proceeding of Second Lien Secured Obligations consisting of Post-Petition Interest
so long as the First Lien Secured Parties have received an allowed claim for Post-Petition Interest and then only to the extent of the
value of the Liens of the Second Lien Secured Parties on the Collateral (after taking into account the amount of the First Lien Secured
Obligations).


 


Section 2.08.          Reinstatement.
In the event that (i) the Discharge or any payment of First Lien Secured Obligations shall have occurred and any of such First
Lien Secured Obligations shall subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement
or avoidance of a preference or fraudulent transfer under the Bankruptcy Code (or any comparable provision of any other applicable Debtor
Relief Law), or any other law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and
conditions of this Agreement shall be reinstated and fully applicable thereto until there shall thereafter have been a Discharge of First
Lien Secured Obligations then from and after such date of required return or repayment, such Discharge of First Lien Secured Obligations
shall be automatically deemed not to have occurred for all purposes of this Agreement and (ii) the Designated First Lien Representative
or the other First Lien Secured Parties have released any Lien on Collateral and any such Liens are later reinstated, then the Designated
Second Lien Representative, for itself and the benefit of the Second Lien Secured Parties, shall be granted a second priority Lien on
such Collateral, subject to the subordination provisions of this Agreement.


 


Section 2.09.          Purchase
Right. Without prejudice to the enforcement of the First Lien Secured Parties’ remedies, the First Lien Secured Parties agree
that at any time following (a) acceleration of the First Lien Secured Obligations in accordance with the terms of the First Lien
Loan Documents or (b) the commencement of a Bankruptcy/Liquidation Proceeding by or against any Grantor (each, a “Purchase
Event”), one or more of the Second Lien Secured Parties may request within 30 days after the first date on which a Purchase
Event occurs, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less
than all, of the aggregate amount of First Lien Secured Obligations outstanding at the time of purchase at (a) in the case of First
Lien Secured Obligations other than First Lien Secured Obligations arising under Swap Contracts or in connection with undrawn letters
of credit, par (including any premium (to the extent then payable) set forth in the First Lien Credit Agreement or other applicable First
Lien Loan Document on the date hereof, interest, expenses and fees (including Post-Petition Interest)), and (b) in the case of First
Lien Secured Obligations arising under a Swap Contract, an amount equal to the greater of (i) all amounts payable by any Grantor
under the terms of such Swap Contract in the event of a termination of such Swap Contract and (ii) the mark-to-market value of such
Swap Contract, as determined by the counterparty to the Grantor thereunder with respect to such Swap Contract in accordance with the terms
thereof and in accordance with customary methods for calculating mark-to-market amounts under similar arrangements by such counterparty,
without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant
to an Assignment and Assumption (as defined in the applicable First Lien Loan Document)). In the case of any First Lien Secured Obligations
in respect of letters of credit (including reimbursement obligations in connection therewith), simultaneous with the purchase of the other
First Lien Secured Obligations, the purchasing Second Lien Secured Parties shall provide First Lien Secured Parties who issued such letters
of credit cash collateral in such amounts (not to exceed 103% thereof) as such First Lien Secured Parties determine is reasonably necessary
to secure such First Lien Secured Parties in connection with any outstanding and undrawn letters of credit. If such right is exercised,
the parties shall endeavor to close promptly thereafter but in any event within 10 Business Days of the request. If one or more of the
Second Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each
of the Designated First Lien Representative and the Designated Second Lien Representative. If none of the Second Lien Secured Parties
exercise such right within 30 days after the first date on which a Purchase Event occurs, the First Lien Secured Parties shall have no
further obligations pursuant to this Section 2.09 for such Purchase Event and may take any further actions in their sole discretion
in accordance with the First Lien Security Documents and this Agreement.


 






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Section 2.10.          New
Liens. Subject to Sections 2.01(c), 2.01(d), and 2.06(a) and 2.07, each of the parties hereto (including
the Parent Borrower, on behalf of itself and the other Grantors) agrees that, so long as the Discharge of First Lien Secured Obligations
has not occurred, it shall not (i) permit any additional Liens on any asset or property of any Grantor to be granted to secure any
Second Lien Secured Obligation unless a Lien has been granted on such asset or property to secure the First Lien Secured Obligations,
with each such Lien to be subject to the provisions of this Agreement, or (ii) permit any additional Liens on any asset or property
of any Grantor to be granted to secure any First Lien Secured Obligations unless a Lien has been granted on such asset to secure the Second
Lien Secured Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the foregoing provisions
are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Representatives and/or
the First Lien Secured Parties, the Designated Second Lien Representative, on behalf of the Second Lien Secured Parties, 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 2.10
shall be subject to Section 7.01.


 


Section 2.11.          Injunctive
Relief. Should any Second Lien Secured Party, contrary to this Agreement, in any way take, attempt to or threaten to take any action
with respect to the Collateral (including 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 First Lien Representative or any other First Lien Secured Party (in its or their own name
or in the name of the applicable Grantor) may obtain relief against such Second Lien Secured Party by injunction, specific performance
and/or other appropriate equitable relief, it being understood and agreed by the Designated Second Lien Representative on behalf of each
Second Lien Secured Party that (a) the First Lien Secured Parties’ damages from its actions may by that time be difficult to
ascertain any may be irreparable and (b) each Second Lien Representative on behalf of itself and each Second Lien Secured Party represented
by it waives any defense that the First Lien Secured Party cannot demonstrate damage and/or be made whole by the awarding of damages.


 


Section 2.12.          Rights
as Unsecured Creditors. Except as otherwise set forth in this Agreement or inconsistent with the priorities set forth in this Agreement,
each Second Lien Representative and the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors against any
Grantor that is obligated to pay or has guaranteed the Second Lien Secured Obligations in accordance with the terms of the Second Lien
Debt Documents and any Requirements of Law; provided that in the event that any Second Lien Secured Party becomes a judgment Lien
creditor or other secured creditor, in each case, in respect of Collateral as a result of its enforcement of its rights as an unsecured
creditor with respect to the Second Lien Secured Obligations, such judgment Lien shall be subject to the terms of this Agreement for all
purposes (including in relation to the First Lien Secured Obligations) as the other Liens securing the Second Lien Secured Obligations
are subject to this Agreement. Nothing in this Agreement shall prohibit or subordinate (whether before or after the commencement of a
Bankruptcy/Liquidation Proceeding) the receipt, or the right to receive, by the Second Lien Representatives or any other Second Lien Secured
Parties of the required payments of interest, principal and premiums (if any) (x) if the Discharge of First Lien Secured Obligations
has occurred or (y) if the Discharge of First Lien Secured Obligations has not occurred so long as, in the case of this clause (y),
such receipt is not the direct or indirect result of the exercise by the Second Lien Representatives or any other Second Lien Secured
Party of rights or remedies with respect to the Collateral (including setoff or recoupment or credit bidding (other than pursuant to the
Permitted Second Lien Credit Bid Rights)) or enforcement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise
adversely affects any rights or remedies any First Lien Secured Party may have.


 






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Article 3

Sub-Agency for Perfection of Certain Security Interests


 


Each First Lien Representative
acknowledges and agrees that if it shall at any time hold a Lien on any Second Lien Collateral that can be perfected by the possession
or control of such Collateral or, to the extent applicable under any Security Documents, of any account in which such Collateral is held,
and if such Collateral or any such account is in fact in the possession or under the control of such First Lien Representative (such Second
Lien Collateral being the “Pledged Collateral”), such First Lien Representative will serve as gratuitous sub-agent
and bailee for each applicable Second Lien Representative for the sole purpose of perfecting the Lien, if any, of such Second Lien Representative
in such Pledged Collateral and shall have possession or control of such Pledged Collateral as agent on behalf of each applicable Second
Lien Representative (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2), 8-106(d)(3) and
9-313(c) of the Uniform Commercial Code, to the extent applicable). In addition, in the event any First Lien Representative has Lien
filings against any intellectual property that is part of the Collateral and which filings are necessary for the perfection of Liens in
such Collateral, each such First Lien Representative agrees to hold such Liens as non-fiduciary agent and gratuitous bailee for each Second
Lien Representative and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the
Second Lien Debt Documents, subject to the terms and conditions of this Article 3. It is agreed that the obligations of each
First Lien Representative and the rights of each Second Lien Representative and the other Second Lien Secured Parties in connection with
any such sub-agency arrangement will be in all respects subject to the provisions of this Agreement. Subject to the terms of this Agreement,
until the Discharge of First Lien Secured Obligations has occurred, the First Lien Representatives shall be entitled to deal with the
Pledged Collateral in accordance with the terms of the First Lien Loan Documents as if the Liens of the Second Lien Secured Parties under
the Second Lien Security Documents did not exist. The First Lien Representatives will be deemed to make no representation as to the adequacy
of the steps taken by it or any of them to perfect the Lien on any such Pledged Collateral or the genuineness of any Pledged Collateral
and shall have no responsibility to the Second Lien Representatives or any other Second Lien Secured Party for such perfection or genuineness;
it being understood that the sole purpose of this Article is to enable the Second Lien Secured Parties to obtain a perfected second
priority Lien on such Pledged Collateral to the extent that such perfection results from the possession or control of such Pledged Collateral
or, to the extent applicable under any Security Documents, any such account by the First Lien Representatives. No First Lien Representative
shall owe any fiduciary duty to any Second Lien Secured Party and the Second Lien Secured Parties hereby waive and release the First Lien
Representatives and First Lien Secured Parties from all claims and liabilities relating to the any First Lien Representative’s role
under this Article 3. At such time as the Discharge of First Lien Secured Obligations shall have occurred, the applicable
First Lien Representatives shall, to the extent that it is legally permitted to do so, take all such actions in their power as shall reasonably
be requested by the Designated Second Lien Representative or the Parent Borrower to transfer possession of such Pledged Collateral to
the Designated Second Lien Representative or to transfer direct control of such Pledged Collateral with any necessary endorsements of
the First Lien Representatives (such endorsements shall be without recourse and without any representation or warranty) or, to the extent
applicable under any Security Documents, any such account to the Designated Second Lien Representative (if there are then any Second Lien
Secured Obligations outstanding); provided that if any such Pledged Collateral or any such account shall be subject to any other
Lien senior to the Liens of the Designated Second Lien Representative on the Collateral, then the First Lien Representatives may instead
transfer possession of such Pledged Collateral to the Person or Persons holding such senior Lien or their representative or take such
actions in its power as shall reasonably be requested to transfer direct control of such Pledged Collateral or any such account to the
Person or Persons holding such senior Lien or their representative. The Designated Second Lien Representative agrees that if it shall
obtain possession or direct control of any Pledged Collateral or any account pursuant to the foregoing provisions and such Pledged Collateral
or account shall thereafter become subject to a Lien securing the First Lien Secured Obligations, it will take all such actions as shall
reasonably be requested by the Designated First Lien Representative to transfer possession of such Pledged Collateral to the Designated
First Lien Representative or take such actions in its power as shall reasonably be requested to transfer direct control of such Pledged
Collateral or any such account to the Designated First Lien Representative, all at the cost and expense of the Parent Borrower.


 






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Article 4

Existence and Amounts of Liens and Obligations


 


Whenever any Representative
shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence
or amount of any First Lien Secured Obligations or Second Lien Secured Obligations, or the existence of any Lien securing any such obligations,
or the Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the First Lien Representatives
or the Second Lien Representatives and shall be entitled to make such determination on the basis of the information so furnished; provided,
however, that if, notwithstanding the request of such Representative, such Representative shall fail or refuse reasonably promptly
to provide the requested information, such Representative shall be entitled to determine such existence or amount by such method as it
may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Parent Borrower. Each Representative
may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of
the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Secured Party
or any affiliate thereof as a result of such determination.


 


Article 5

Consent of Grantors


 


Each Grantor hereby consents
to the provisions of this Agreement and the intercreditor arrangements provided for herein and agrees that the obligations of the Grantors
under the First Lien Security Documents will in no way be diminished or otherwise affected by such provisions or arrangements.


 


Article 6

Representations and Warranties of Each Representative


 


Each Representative represents
and warrants to the other parties hereto that it has the requisite power and authority to enter into, execute, deliver, and carry out
the terms of this Agreement on behalf of itself and the applicable First Lien Secured Parties represented by it (in the case of each First
Lien Representative) and the applicable Second Lien Secured Parties represented by it (in the case of each Second Lien Representative).


 


Article 7

Application of Proceeds


 


Section 7.01.         Payment
Over. With respect to the Collateral and any proceeds thereof, each Second Lien Representative and each other Second Lien Secured
Party hereby agrees that if it shall obtain possession of any Collateral, or shall realize any proceeds or payment in respect of any such
Collateral, whether pursuant to any Second Lien Security Document, in connection with the taking of any Second Lien Permitted Actions,
or by the exercise of any rights available to it under any Requirements of Law or (except as otherwise provided in Section 2.07)
in any Bankruptcy/Liquidation Proceeding or otherwise, or shall receive any Collateral or proceeds of Collateral, or any payment on account
thereof, in each case, at any time prior to the occurrence of the Discharge of First Lien Secured Obligations and when such possession
or receipt of proceeds or payment on Collateral is not expressly permitted by the terms of this Agreement, then it shall hold such Collateral,
proceeds or payment in trust for the First Lien Secured Parties and forthwith transfer such Collateral, proceeds or payment, as the case
may be, to the Designated First Lien Representative for the benefit of the First Lien Secured Parties in the same form as received, with
any necessary endorsements or as a court of competent jurisdiction may otherwise direct. Each Second Lien Representative on behalf of
itself and each Second Lien Secured Party represented by it agrees that if, at any time, all or part of any payment with respect to the
First Lien Secured Obligations previously made shall be rescinded for any reason whatsoever, such Second Lien Secured Party shall promptly
pay over to the Designated First Lien Representative any payment (including any payment received under any agreement subordinating any
Liens on the First Lien Collateral to the Liens securing the Second Lien Secured Obligations) received by it in respect of any First Lien
Collateral and shall promptly turn any First Lien Collateral then held by it over to the Designated First Lien Representative, and the
provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of First Lien Secured
Obligations occurs.


 






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Section 7.02.         Application
of Proceeds. In furtherance of the foregoing, all Collateral and any proceeds or payment in respect of any Collateral received in
connection with the enforcement of any of its rights or the exercise of any of its remedies with respect to the Collateral and all insurance
or condemnation proceeds not remitted to any Grantor shall be applied by the First Lien Representatives to the First Lien Secured Obligations
in such order as specified in the relevant First Lien Loan Documents. Upon the Discharge of First Lien Secured Obligations, the Designated
First Lien Representative shall deliver to the Designated Second Lien Representative any proceeds of Collateral held by it in the same
form as received, with any necessary endorsements (such endorsements shall be without recourse and without any representation or warranty)
or as a court of competent jurisdiction may otherwise direct to be applied by the Second Lien Representatives to the Second Lien Secured
Obligations in such order as specified in the Second Lien Debt Documents. Upon the occurrence of the Discharge of Second Lien Secured
Obligations, the Designated Second Lien Representative shall deliver to the Parent Borrower any proceeds of Collateral held by it in the
same form as received, with any necessary endorsements (such endorsements shall be without recourse and without any representation or
warranty) or as a court of competent jurisdiction may otherwise direct.


 


Section 7.03.         Insurance
and Condemnation Awards. Until the Discharge of First Lien Secured Obligations occurs, the Designated First Lien Representative and
the First Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Loan
Documents, (a) to adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and (b) to
approve any award granted in any condemnation or similar proceeding affecting the Collateral. Subject to any rights of the Grantors to
receive any such insurance proceeds or condemnation amounts under the First Lien Loan Documents, all such amounts shall be applied as
set forth in Section 7.02, and without limiting any other rights and remedies available to the First Lien Representatives
and/or the First Lien Secured Parties, the Designated Second Lien Representative, on behalf of the Second Lien Secured Parties, agrees
that any amounts received by any of them in contravention of this Section 7.03 shall be subject to Section 7.01.


 






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Article 8

Other Agreements


 


Section 8.01.         Matters
Related to First Lien Loan Documents.


 


(a)            The
First Lien Loan Documents may be amended, restated, Refinanced, waived, restructured, renewed, extended, supplemented or otherwise modified
in accordance with their terms (including, in the case of this Agreement, in accordance with Section 9.02 hereof), and the
indebtedness under the First Lien Loan Documents may be Refinanced, increased, renewed, extended or replaced, in each case, without the
consent of any Second Lien Secured Party; provided, however, that, (i) without the prior written consent of the Designated
Second Lien Representative, no First Lien Loan Document may be amended, restated, waived, restructured, renewed, extended, supplemented,
Refinanced or otherwise modified, or entered into, to the extent such amendment, restatement, waiver, restructuring, renewal, extension,
supplement, Refinancing or modification, or the terms of such new First Lien Loan Document, would contravene the provisions of this Agreement,
it being understood that notwithstanding the provisions of this Section 8.01 but subject to any relevant limitations set forth
elsewhere in this Agreement the First Lien Loan Documents may be amended, restated, Refinanced, waived, supplemented or otherwise modified
in accordance with their terms in order to effect the making or provision of (w) any “Incremental Commitments” or “Incremental
Equivalent Debt” under (and, in each case as defined in) the First Lien Credit Agreement or similar terms used in any Replacement
First Lien Credit Agreement or Additional First Lien Debt Facility, (x) any Indebtedness incurred in connection with a “Refinancing
Amendment” (as defined in the First Lien Credit Agreement), (y) any “Extension” (as defined in the First Lien Credit
Agreement) or similar terms used in any Replacement First Lien Credit Agreement or Additional First Lien Debt Facility or (z) any
Indebtedness incurred in connection with a “Permitted Repricing Amendment” or constituting a “Replacement Term Loan”
(in each case as defined in the First Lien Credit Agreement) or similar terms used in any Replacement First Lien Credit Agreement or Additional
First Lien Debt Facility, in each case without notice to, or the consent of, the Second Lien Notes Collateral Agent or any Second Lien
Secured Party and (ii) notice of such amendment, waiver supplement, modification or consent shall be given to the Second Lien Notes
Collateral Agent no later than 30 days after its effectiveness; provided that the failure to give such notice shall not affect
the effectiveness and validity thereof.


 


Section 8.02.         Matters
Related to Second Lien Debt Documents. The Second Lien Debt Documents may be amended, restated, Refinanced, waived, restructured,
renewed, extended, supplemented or otherwise modified in accordance with their terms (including, in the case of this Agreement, in accordance
with Section 9.02 hereof), and the indebtedness under the Second Lien Debt Documents may be Refinanced, increased, renewed,
extended or replaced, in each case, without the consent of any First Lien Secured Party; provided, however, that, (i) without
the prior written consent of the Designated First Lien Representative, no Second Lien Debt Document may be amended, restated, waived,
restructured, renewed, extended, supplemented, Refinanced or otherwise modified, or entered into, to the extent such amendment, restatement,
waiver, restructuring, renewal, extension, supplement, Refinancing or modification, or the terms of such new Second Lien Debt Document
would contravene the provisions of this Agreement, it being understood that notwithstanding the provisions of this Section 8.02
but subject to any relevant limitations set forth elsewhere in this Agreement, the Second Lien Debt Documents may be amended, restated,
Refinanced, waived, supplemented or otherwise modified in accordance with their terms in order to effect the making or provision of “Additional
First Lien Debt,” “Additional Junior Debt,” “Additional Second Lien Debt” or “Notes Refinancing Debt”
(in each case as defined in the Second Lien Notes Indenture) or similar terms used in any Replacement Second Lien Debt Agreement or Additional
Second Lien Debt Facility, in each case without notice to, or the consent of, the First Lien Credit Agreement Administrative Agent or
any First Lien Secured Party and (ii) notice of such amendment, waiver supplement, modification or consent shall be given to the
First Lien Credit Agreement Administrative Agent no later than 30 days after its effectiveness; provided that the failure to give
such notice shall not affect the effectiveness and validity thereof.


 






    	 	27	 



     


    

 


Section 8.03.         Matters
Related to Amendments of First Lien Security Documents. In the event any First Lien Representative enters into any amendment, supplement,
modification, waiver or consent in respect of any of the First Lien Security Documents (excluding, in any event, this Agreement) for the
purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, such First Lien Security Document
or changing in any manner the rights of any parties thereunder in a manner that is applicable to the Second Lien Debt Facilities, then
such amendment, waiver, supplement, modification, or consent shall apply automatically to any comparable provision of the comparable Second
Lien Security Document without the consent of or action by any Second Lien Secured Party (with all such amendments, waivers, supplements,
consents and modifications subject to the terms hereof); provided that (other than with respect to amendments, modifications or
waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express provisions of
the Second Lien Debt Documents), (i) no such amendment, supplement, modification, waiver or consent shall have the effect of (A) removing
assets subject to the Lien of any Second Lien Security Documents, except to the extent that a release of such Lien is permitted by Section 2.06,
(B) imposing additional duties on, or materially and adversely affecting the immunities, privileges, protections and indemnities
granted under the Second Lien Security Documents to, the Second Lien Representatives without their consent or (C) permitting other
Liens on the Collateral not permitted under the terms of the Second Lien Debt Documents or this Agreement, (ii) any such amendment,
waiver, supplement, modification or consent that materially and adversely affects the rights of the Second Lien Secured Parties and does
not affect the First Lien Secured Parties in a like or similar manner shall not apply to the Second Lien Security Documents without the
consent of the Designated Second Lien Representative and (iii) notice of such amendment, waiver supplement, modification or consent
shall be given to the Second Lien Notes Collateral Agent no later than 30 days after its effectiveness; provided that the failure
to give such notice shall not affect the effectiveness and validity thereof.


 


Section 8.04.         Additional
Debt Facilities. To the extent, but only to the extent, permitted by the provisions of the First Lien Loan Documents and the Second
Lien Debt Documents in effect at the time of such incurrence, any Grantor may incur or issue and sell one or more series or classes of
Additional First Lien Debt and one or more series or classes of Additional Second Lien Debt. Any such additional class or series of Additional
Second Lien Debt (the “Second Lien Class Debt”) may be secured by a Lien on the Second Lien Collateral, in each
case under and pursuant to the relevant Second Lien Security Documents for such Second Lien Class Debt, if and subject to the condition
that the Representative of any such Second Lien Class Debt (each, a “Second Lien Class Debt Representative”),
acting on behalf of the holders of such Second Lien Class Debt becomes a party to this Agreement and the Second Lien Parity Intercreditor
Agreement by satisfying conditions (i) through (iii), as applicable, of the immediately succeeding paragraph. Any such additional
class or series of Additional First Lien Debt (the “First Lien Class Debt”; and the First Lien Class Debt
and Second Lien Class Debt, collectively, the “Class Debt”) may be secured by a Lien on the First Lien Collateral,
in each case under and pursuant to the relevant First Lien Security Documents for such First Lien Class Debt, if and subject to the
condition that the Representative of any such First Lien Class Debt (each, a “First Lien Class Debt Representative”;
and the First Lien Class Debt Representatives and Second Lien Class Debt Representatives, collectively, the “Class Debt
Representatives”), acting on behalf of the holders of such First Lien Class Debt, becomes a party to this Agreement and,
if applicable, the First Lien Parity Intercreditor Agreement by satisfying the conditions set forth in clauses (i) through (iii),
as applicable, of the immediately succeeding paragraph. Upon the joinder of any Class Debt Representative all related Secured Obligations
shall also be subject to this Agreement.


 






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In order for a Class Debt
Representative to become a party to this Agreement:


 


 (i)           such
Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex II (with
such changes as may be reasonably approved by the Designated First Lien Representative, the Designated Second Lien Representative and
such Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which
such Class Debt Representative is the Representative and the related Secured Parties for whom the Class Debt Representative
is the Representative become subject hereto and bound hereby and (x) such Class Debt Representative, if a First Lien Representative
and if applicable, shall have become a party to the First Lien Parity Intercreditor Agreement in accordance with the terms and conditions
thereof; provided, further, that, if such Indebtedness will be the initial Additional First Lien Debt incurred by the Parent
Borrower after the date hereof, then the Grantors, the First Lien Credit Agreement Administrative Agent and the Representative for such
Indebtedness shall have executed and delivered the First Lien Parity Intercreditor Agreement or (y) such Class Debt Representative,
if a Second Lien Representative and if applicable, shall have become a party to the Second Lien Parity Intercreditor Agreement in accordance
with the terms and conditions thereof; provided, further, that, if such Indebtedness will be the initial Additional Second
Lien Debt incurred by the Parent Borrower after the date hereof, then the Grantors, the Second Lien Notes Collateral Agent and the Representative
for such Indebtedness shall have executed and delivered the Second Lien Parity Intercreditor Agreement;


 


 (ii)          the
Parent Borrower shall have delivered to each other Representative a Designation substantially in the form of Annex III executed
by an authorized officer of the Parent Borrower which Designation shall (A) designate Indebtedness as Additional First Lien Debt
or Additional Second Lien Debt hereunder, (B) certify that the incurrence of such Indebtedness and its designation as such hereunder
is permitted by each First Lien Loan Document and Second Lien Debt Document in effect at the time of such incurrence and (C) attach
true and complete copies of each of the Second Lien Debt Documents or First Lien Loan Documents, as applicable, relating to such Class Debt,
certified as being true and correct by an authorized officer of the Parent Borrower;


 


 (iii)         the
Second Lien Debt Documents or First Lien Loan Documents, as applicable, relating to such Class Debt shall provide that each Secured
Party with respect to such Class Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder
of such Class Debt; and


 






    	 	29	 



     


    

 


 (iv)         upon
the execution and delivery of a Joinder Agreement by a Class Debt Representative in accordance with this Section 8.04,
each other Representative shall acknowledge receipt thereof by countersigning a copy thereof, subject to the terms of this Section 8.04
and returning the same to the new Class Debt Representative; provided that the failure of any Representative to so acknowledge
or return the same shall not affect the status of such Indebtedness as First Lien Secured Obligations or Second Lien Secured Obligations
hereunder if the other requirements of this Section 8.04 are complied with.


 


Section 8.05.         Replacement
First Lien Credit Agreement or Replacement Second Lien Debt Agreement. Any Grantor may Refinance the First Lien Credit Agreement with
a Replacement First Lien Credit Agreement or the Second Lien Notes Indenture with a Replacement Second Lien Debt Agreement, as applicable,
by satisfying conditions (i), (ii) and (iii), as applicable, of the immediately succeeding paragraph. Upon the Refinancing of the
First Lien Credit Agreement or Second Lien Notes Indenture with a Replacement First Lien Credit Agreement or a Replacement Second Lien
Debt Agreement, as applicable, the Discharge of the applicable Secured Obligations shall be deemed not to have occurred.


 


 (i)           Such
Class Debt Representative shall have executed and delivered a Joinder Agreement substantially in the form of Annex II (with
such changes as may be reasonably approved by the Designated First Lien Representative, the Designated Second Lien Representative and
such Class Debt Representative) pursuant to which it becomes a Representative hereunder, and the Class Debt in respect of which
such Class Debt Representative is the Representative and the related Secured Parties for whom the Class Debt Representative
is the Representative become subject hereto and bound hereby and (x) such Class Debt Representative, if a First Lien Representative
and if applicable, shall have become a party to the First Lien Parity Intercreditor Agreement in accordance with the terms and conditions
thereof or (y) such Class Debt Representative, if a Second Lien Representative and if applicable, shall have become a party
to the Second Lien Parity Intercreditor Agreement in accordance with the terms and conditions thereof;


 


 (ii)          the
Parent Borrower shall have delivered to each Representative a Designation in substantially in the form of Annex III executed by
an authorized officer of the Parent Borrower which Designation shall (A) designate a Replacement First Lien Credit Agreement or Replacement
Second Lien Debt Agreement, as applicable, (B) certify that such designation is permitted by Section 8.01 or Section 8.02,
as applicable and (C) attach true and complete copies of each of the Second Lien Debt Documents or First Lien Loan Documents, as
applicable, relating to such Replacement First Lien Credit Agreement or Replacement Second Lien Debt Agreement, as applicable, certified
as being true and correct by an authorized officer of the Parent Borrower;


 


 (iii)         the
Second Lien Debt Documents or First Lien Loan Documents, as applicable, relating to such Replacement First Lien Credit Agreement or Replacement
Second Lien Debt Agreement, as applicable, shall provide that each Secured Party under such Replacement First Lien Credit Agreement or
Replacement Second Lien Debt Agreement, as applicable, will be subject to and bound by the provisions of this Agreement in its capacity
as a holder of Indebtedness incurred pursuant to such Replacement First Lien Credit Agreement or Replacement Second Lien Debt Agreement,
as applicable; and


 






    	 	30	 



     


    

 


 (iv)         upon
the execution and delivery of a Designation by the Parent Borrower in accordance with this Section 8.05, each Representative
shall acknowledge receipt thereof by countersigning a copy thereof, subject to the terms of this Section 8.05 and returning
the same to each other Representative; provided that the failure of any Representative to so acknowledge or return the same shall
not affect the status of such Indebtedness as First Lien Secured Obligations or Second Lien Secured Obligations hereunder if the other
requirements of this Section 8.05 are complied with.


 


Article 9

Miscellaneous


 


Section 9.01.         Notices.
All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:


 


(a)            if
to the First Lien Credit Agreement Administrative Agent, to the address set forth in Section 10.02 of the First Lien Credit Agreement;


 


(b)            if
to the Second Lien Notes Collateral Agent, to the address set forth in Section 13.01 of the Second Lien Notes Indenture;


 


(c)            if
to any other Representative, to the address set forth in the Joinder Agreement executed and delivered by such Representative; and


 


(d)            if
to the Parent Borrower, to the address set forth in Section 10.02 of the First Lien Credit Agreement.


 


Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto
(and for this purpose a notice to the Parent Borrower shall be deemed to be a notice to each Grantor). All such notices and other communications
shall be deemed to be given on the date of receipt if delivered by hand or overnight courier service or mailed by certified or registered
mail, and all such notices and other communications sent by fax shall be deemed to have been given when sent (except that, if not given
during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient), in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01
or in accordance with the latest unrevoked direction from such party given in accordance with this Section 9.01.
As from time to time agreed to among the Parent Borrower, the First Lien Credit Agreement Administrative Agent and the Second Lien
Notes Collateral Agent and any other Representatives party hereto, notices and other communications may also be delivered by e-mail to
the e-mail address of a representative of the applicable Person provided from time to time by such Person and shall be deemed to be given
on the date of receipt.


 






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Section 9.02.         Waivers;
Amendments. (a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps
to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights
and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same
shall be permitted by paragraph (b) of this Section 9.02, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No notice or demand on any party hereto in any case shall entitle such party
to any other or further notice or demand in similar or other circumstances.


 


(a)            Except
for the addition of a Representative or Grantor as a party hereto, in each case, as provided for herein, neither this Agreement nor any
provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by each Representative
and by the Parent Borrower and each other affected Grantor with respect to which such waiver, consent, amendment supplement or modification
is to apply.


 


Section 9.03.         Parties
in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns, as well as the other First Lien Secured Parties and Second Lien Secured Parties.


 


Section 9.04.         Survival
of Agreement. All covenants, agreements, representations and warranties made by any party in this Agreement shall be considered to
have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement.


 


Section 9.05.         Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement constitutes the entire contract among the parties relating to the subject matter
hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This
Agreement shall become effective when it shall have been executed by the First Lien Credit Agreement Administrative Agent and the Second
Lien Notes Collateral Agent and when the First Lien Credit Agreement Administrative Agent and the Second Lien Notes Collateral Agent shall
have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart
of a signature page to this Agreement by facsimile or other electronic transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement.


 


Section 9.06.         Severability.
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any
other jurisdiction.


 






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Section 9.07.         Governing
Law; Jurisdiction; Consent to Service of Process (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.


 


(a)            ANY
LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH OF MANHATTAN) (OR ANY APPELLATE COURT
THEREOF) OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE (OR ANY APPELLATE COURT THEREOF), AND BY EXECUTION AND DELIVERY
OF THIS AGREEMENT, EACH PARTY HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS
AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH PARTY 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. EACH PARTY HERETO IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION, INCLUDING
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN THE MANNER PROVIDED FOR NOTICES
(OTHER THAN FACSIMILE OR ELECTRONIC MAIL) IN SECTION 9.01. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


Section 9.08.         Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.08.


 


Section 9.09.         Headings.
Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 






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Section 9.10.         Further
Assurances. Each First Lien Representative, on behalf of itself and the applicable First Lien Secured Parties under the First Lien
Loan Documents, and each Second Lien Representative, on behalf of itself and the applicable Second Lien Secured Parties under the Second
Lien Debt Documents, each agree that each of them shall take such further action and shall execute and deliver such additional documents
and instruments (in recordable form, if requested) as the Designated First Lien Representative or the Designated Second Lien Representative
may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.


 


Section 9.11.         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 and bind the Parent Borrower and the other Grantors, the First
Lien Secured Parties and the Second Lien Secured Parties. Nothing in this Agreement shall impair, as between the Parent Borrower, and
the other Grantors and the First Lien Representatives and the First Lien Secured Parties, and as between the Parent Borrower and the other
Grantors and the Second Lien Representatives and the Second Lien Secured Parties, the obligations of the Parent Borrower and the other
Grantors, which are absolute and unconditional, to pay principal, interest, fees and other amounts as provided in the First Lien Loan
Documents and the Second Lien Debt Documents respectively.


 


Section 9.12.         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 First Lien Representatives and the First Lien Secured Parties on the one hand and the Second Lien Representatives and the
Second Lien Secured Parties on the other hand. In the event of any conflict between the provisions of this Agreement and the provisions
of the First Lien Loan Documents or the Second Lien Debt Documents (other than, in each case, the ABL Intercreditor Agreement), the provisions
of this Agreement shall govern and control. However, as among the First Lien Secured Parties, their rights and obligations are governed
by, and any provisions herein regarding them are therefore subject to, the provisions of the First Lien Parity Intercreditor Agreement,
if applicable, and as among the Second Lien Secured Parties, their rights and obligations are governed by, and any provisions herein regarding
them are therefore subject to, the provisions of the Second Lien Parity Intercreditor Agreement, if applicable. This Agreement is subject
to the ABL Intercreditor Agreement.


 


Section 9.13.         Subrogation.
With respect to the value of any payments or distributions in cash, property or other assets that any of the Second Lien Representatives
or the other Second Lien Secured Parties pays over to any of the First Lien Representatives or the other First Lien Secured Parties under
the terms of this Agreement, such Second Lien Secured Parties and Second Lien Representatives shall be subrogated to the rights of such
First Lien Representatives and First Lien Secured Parties; provided, that each Second Lien Representative, on behalf of itself and the
Second Lien Secured Parties represented by it, hereby agrees not to assert or enforce all such rights of subrogation it may acquire as
a result of any payment hereunder until the Discharge of First Lien Secured Obligations has occurred. The Parent Borrower and the other
Grantors each acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received by any
Second Lien Representative or other Second Lien Secured Party that are paid over to any First Lien Representative or other First Lien
Secured Party pursuant to this Agreement shall not reduce any of the Second Lien Secured Obligations.


 


Section 9.14.         Additional
Grantors. Each Person that becomes a Grantor after the date hereof shall become a party to this Agreement upon execution and
delivery by such Person of a Grantor Supplement in the form of Annex IV.


 






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Section 9.15.         Additional
Intercreditor Agreements. Each party hereto agrees that the First Lien Secured Parties and/or their Representatives (as among themselves)
and the Second Lien Secured Parties and/or their Representatives (as among themselves) may each enter into the ABL Intercreditor Agreement,
the First Lien Parity Intercreditor Agreement and the Second Lien Parity Intercreditor Agreement, as applicable, or other intercreditor
arrangements governing the rights, benefits and privileges as among the First Lien Secured Parties or the Second Lien Secured Parties,
as the case may be, in respect of the Collateral, this Agreement and the other First Lien Security Documents or Second Lien Security
Documents, as the case may be, including as to application of proceeds of the Collateral, voting rights, control of the Collateral and
waivers with respect to the Collateral, in each case so long as the terms of such other intercreditor arrangements do not violate or
conflict with the provisions of this Agreement or the other First Lien Loan Documents or Second Lien Debt Documents, as the case may
be (or unless the applicable First Lien Secured Parties or Second Lien Secured Parties otherwise authorize their applicable Representative
to enter into any such intercreditor arrangement).


 


Section 9.16.         Certain
Terms Concerning the Second Lien Notes Collateral Agent. The Second Lien Notes Collateral Agent is executing and delivering this
Agreement solely in its capacity as such and pursuant to the direction to so execute and deliver pursuant to the Second Lien Notes Indenture,
and in so doing the Second Lien Notes Collateral Agent shall not be responsible for the terms or sufficiency of this Agreement for any
purpose. The Second Lien Notes Collateral Agent shall enjoy all of the rights, immunities, privileges, protections and indemnities granted
to it under the Second Lien Notes Indenture and, without limiting the generality of the foregoing, the provisions of Article VII
and Section 12.02 of the Second Lien Notes Indenture applicable to the Second Lien Collateral Agent thereunder. The Second Lien
Notes Collateral Agent shall have no duties or obligations under or pursuant to this Agreement other than such duties and obligations
as may be expressly set forth in this Agreement. The Second Lien Collateral Agent shall not be deemed to owe any fiduciary duty to the
First Lien Representatives and the First Lien Secured Parties. Whenever reference is made in this Agreement to any action by, consent,
designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action
to be undertaken or to be (or not to be) suffered or omitted by the Second Lien Notes Collateral Agent or to any election, decision,
opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not
to be made) by the Second Lien Notes Collateral Agent, it is understood that in all cases the Second Lien Notes Collateral Agent shall
be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking
and exercising the same) in accordance with the Second Lien Notes Indenture and the other Second Lien Debt Documents.


 


[Signature Pages Follow]


 












    	 	35	 



     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


 


	 	BANK OF AMERICA, N.A.,
	 	as First Lien Credit Agreement Administrative Agent



 


	 	By:	 
	 	Name:
	 	Title:



 


	 	ANKURA TRUST COMPANY, LLC,
	 	as Second Lien Notes Collateral Agent



 


	 	By:	 
	 	Name:
	 	Title:




 












    


     


    

 


The foregoing Agreement is hereby ACKNOWLEDGED
AND AGREED by:


 


	 	HC GROUP HOLDINGS II, LLC,
	 	as the Initial Borrower




 


	 	By:	 
	 	Name:
	 	Title:





 


	 	BIOSCRIP, INC.,
	 	as the Parent Borrower




 


	 	By:	 
	 	Name:
	 	Title:





 


	 	GRANTORS:
	 	 
	 	APPLIED HEALTH CARE, LLC,
	 	BIOSCRIP INFUSION MANAGEMENT, LLC,
	 	BIOSCRIP INFUSION SERVICES, INC.,
	 	BIOSCRIP INFUSION SERVICES, LLC,
	 	BIOSCRIP MEDICAL SUPPLY SERVICES, LLC,
	 	BIOSCRIP NURSING SERVICES, LLC,
	 	BIOSCRIP PBM SERVICES, LLC,
	 	BIOSCRIP PHARMACY (NY), INC.,
	 	BIOSCRIP PHARMACY SERVICES, INC.,
	 	BIOSCRIP PHARMACY, INC.,
	 	BRADHURST SPECIALTY PHARMACY, INC.,
	 	CHRONIMED, LLC,
	 	CHS HOLDINGS, INC.,
	 	CRITICAL HOME CARE SOLUTIONS, INC.,
	 	DEACONESS ENTERPRISES, LLC,
	 	DEACONESS HOMECARE, LLC,
	 	EAST GOSHEN PHARMACY, INC.,
	 	HOMECHOICE PARTNERS, INC.,
	 	INFUSAL PARTNERS,
	 	INFUCENTERS, LLC,
	 	INFUSCIENCE HHA, LLC,
	 	INFUSCIENCE, INC.,
	 	INFUSCIENCE SOUTH CAROLINA, LLC,



 






    


     


    

 


	 	INFUSCIENCE SUB, INC.,
	 	INFUSION PARTNERS OF BRUNSWICK, LLC,
	 	INFUSION PARTNERS OF MELBOURNE, LLC,
	 	INFUSION PARTNERS, LLC,
	 	INFUSION SOLUTIONS, INC.,
	 	INFUSION THERAPY SPECIALISTS, INC.,
	 	KNOXVILLE HOME THERAPIES, LLC,
	 	NATIONAL HEALTH INFUSION, INC.,
	 	NATURAL LIVING, INC.,
	 	NEW ENGLAND HOME THERAPIES, INC.,
	 	NUTRI USA, INC.,
	 	OPTION HEALTH, LTD.,
	 	PROFESSIONAL HOME CARE SERVICES, INC.,
	 	PHCS ACQUISITION CO., INC.,
	 	REGIONAL AMBULATORY DIAGNOSTICS, INC.,
	 	SCOTT-WILSON, INC.,
	 	SPECIALTY PHARMA, INC.,
	 	WILCOX MEDICAL, INC.,



 





	 	By:	 
	 	Name:
	 	Title:




 


	 	CHI HOLDING CORP.,
	 	CLINICAL HOLDINGS, INC.,
	 	CLINICAL SPECIALTIES, INC.,
	 	CLINICAL SPECIALTIES NETWORK SERVICES OF ILLINOIS, INC.,
	 	CRESCENT HEALTHCARE, INC.,
	 	CRESCENT THERAFUSION, INC.,
	 	CRITICAL CARE SYSTEM OF NEW YORK, INC.,
	 	CRITICAL CARE SYSTEMS, INC.,
	 	CSI MANAGED CARE, INC.,
	 	CSI MEDICAL BILLING SERVICES, INC.,
	 	CSI NETWORK SERVICES OF KENTUCKY, INC.,
	 	CSI NETWORK SERVICES OF INDIANA, INC.,
	 	CSI NETWORK SERVICES OF MICHIGAN, INC.,
	 	HC GROUP HOLDINGS III, INC.,
	 	HEALTHY CONNECTIONS HOMECARE SERVICES, INC.,



 






    


     


    

 


	 	HOME I.V. SPECIALISTS, INC.,
	 	MEDNOW INFUSION, LLC,
	 	OPTION CARE ENTERPRISES, INC.,
	 	OPTION CARE ENTERPRISES, INC.,
	 	OPTION CARE HOME CARE, INC.,
	 	OPTION CARE HOME HEALTH LLC,
	 	OPTION CARE INFUSION SERVICES, INC.,
	 	OPTION CARE OF NEW YORK, INC.,
	 	OPTION CARE, INC.,
	 	OPTIONET, INC.,
	 	OPTION HOME HEALTH, INC.,
	 	RIVER CITY PHARMACY, INC.,
	 	SPRINGVILLE PHARMACY INFUSION THERAPY, INC.,
	 	TRINITY HOME CARE, LLC,
	 	UNIVERSITY OPTION CARE, LLC,




 


	 	By:	 
	 	Name:
	 	Title:


 






    


     


    

 


ANNEX I


 


Provision for Second Lien Notes Indenture


 


Each Holder, by accepting a Note, (a) acknowledges
that it has received a copy of each Intercreditor Agreement, (b) agrees that it will be bound by and will take no actions contrary
to the provisions of each Intercreditor Agreement, (c) authorizes and instructs the collateral agent (or similar agent) hereunder
to enter into each Intercreditor Agreement as agent and on behalf of such Holder and (d) if such Intercreditor Agreement subordinates
the Liens securing the [Obligations], hereby consents to such subordination on the terms set forth in such Intercreditor Agreeement. The
foregoing provisions are intended as an inducement to the [Applicable Secured Parties] to extend credit to the Parent Borrower and such
[Applicable Secured Parties] are intended third-party beneficiaries of such provisions. In the event of any conflict or inconsistency
between the provisions of any Intercreditor Agreement and this Indenture, the provisions of such Intercreditor Agreement shall control.


 


Provision for Second Lien Security Agreement
and other principal Second Lien Security Documents


 


Notwithstanding anything herein to the contrary,
the Liens and the security interest granted to the collateral agent hereunder pursuant to this Agreement and the exercise of any right
or remedy by the collateral agent hereunder are subject in all respects to the provisions of each Intercreditor Agreement. 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.


 












    


     


    

 


ANNEX II


 


[FORM OF]
JOINDER NO. [__] dated as of [_________], 201[_] (this “Joinder Agreement”), to the FIRST LIEN/SECOND LIEN
INTERCREDITOR AGREEMENT dated as of August [6], 2019 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Intercreditor Agreement”), between BANK OF AMERICA, N.A., as First Lien Credit Agreement Administrative
Agent, ANKURA TRUST COMPANY, LCC, as Second Lien Notes Collateral Agent, and the additional Representatives from time to time a party
thereto and by HC GROUP HOLDINGS II, LLC, a Delaware limited liability company (the “Initial Borrower”) and BIOSCRIP, INC.,
a Delaware corporation (the “Parent Borrower”) and the other Grantors.


 


A.            Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.


 


B.            As
a condition to the ability of the applicable Grantor to [incur Additional [First/Second] Lien Debt and to secure such [First/Second] Lien
Class Debt (and guarantees thereof) with [First/Second] Liens]82[replace
[First/Second] Lien Debt and secure such [First/Second] Lien Class Debt (and guarantees thereof) with [First/Second] Liens]83,
in each case under and pursuant to the [First/Second] Lien Security Documents, the [First/Second] Lien Class Debt Representative
in respect of such [First/Second] Lien Class Debt is required to become a Representative under, and such [First/Second] Lien Class Debt
and the [First/Second] Lien Secured Parties in respect thereof are required to become subject to and bound by, the Intercreditor Agreement.
Section 8.0[4][5] of the Intercreditor Agreement provides that such [First/Second] Lien Class Debt Representative may
become a Representative under, and such [First/Second] Lien Class Debt and such [First/Second] Lien Secured Parties may become subject
to and bound by, the Intercreditor Agreement, pursuant to the execution and delivery by the [First/Second] Lien Class Debt Representative
of an instrument in the form of this Joinder Agreement and the satisfaction of the other conditions set forth in Section 8.0[4][5]
of the Intercreditor Agreement. The undersigned [First/Second] Lien Class Debt Representative (the “New Representative”)
is executing this Joinder Agreement in accordance with the requirements of the Intercreditor Agreement and the [First/Second] Lien [Loan]
[Debt] Documents.


 


Accordingly, the New Representative
agrees with each other Representative as follows:


 


Section 1.          In
accordance with Section 8.0[4][5] of the Intercreditor Agreement, the New Representative by its signature below becomes a
Representative under, and the related [First/Second] Lien Class Debt and related [First/Second] Lien Secured Obligations and related
[First/Second] Lien Secured Parties become subject to and bound by, the Intercreditor Agreement with the same force and effect as if the
New Representative had originally been named therein as a Representative, and the New Representative, on behalf of itself and such [First/Second]
Lien Secured Parties, hereby agrees to all the terms and provisions of the Intercreditor Agreement applicable to it as a [First/Second]
Lien Representative and to the [First/Second] Lien Secured Parties that it represents as [First/Second] Lien Secured Parties. Each reference
to a “Representative” or “[First/Second] Lien Representative” in the Intercreditor Agreement shall
be deemed to include the New Representative. The Intercreditor Agreement is hereby incorporated herein by reference.


 





 






82
Bracketed language to be included for Joinder pursuant to Section 8.04.


 


83
Bracketed language to be included for Joinder pursuant to Section 8.05.


 






    


     


    

 


Section 2.          The
New Representative represents and warrants to the other Representatives and the other Secured Parties that (a) it has full power
and authority to enter into this Joinder Agreement, in its capacity as [agent] [trustee], (b) this Joinder Agreement has been duly
authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance
with the terms of such Joinder Agreement and (c) the [First/Second] Lien [Loan] [Debt] Documents relating to such [First/Second]
Lien Class Debt provide that, upon the New Representative’s entry into this Joinder Agreement, the [First/Second] Lien Secured
Parties in respect of such [First/Second] Lien Class Debt will be subject to and bound by the provisions of the Intercreditor Agreement
as [First/Second] Lien Secured Parties.


 


Section 3.          This
Joinder Agreement may be executed by one or more of the parties to this Joinder Agreement on any number of separate counterparts (including
by facsimile or other electronic image scan transmission), and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Joinder Agreement signed by all the parties shall be lodged with the Parent Borrower,
the Designated First Lien Representative and the Designated Second Lien Representative. Delivery of an executed counterpart of a signature
page of this Joinder Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective
as delivery of a manually executed counterpart of this Joinder Agreement.


 


Section 4.          Except
as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.


 


Section 5.          THIS
JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS JOINDER AGREEMENT AND ANY CLAIM OR CONTROVERSY RELATING TO
THE SUBJECT MATTER HEREOF, WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


Section 6.          Any
provision of this Joinder Agreement that 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 or in the Intercreditor Agreement,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


Section 7.          All
communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Intercreditor Agreement.
All communications and notices hereunder to the New Representative shall be given to it at the address set forth below its signature hereto.


 






    


     


    

 








IN WITNESS WHEREOF, the New
Representative, the First Lien Representative and the Second Lien Representative have duly executed this Joinder Agreement to the Intercreditor
Agreement as of the day and year first above written.


 


	 	[NAME OF NEW REPRESENTATIVE],

as [                                  ]
for the holders of [                                  ]




 


		By:	






		Name:	
		Title:	



 


	 	Address for notices:
	 	 
	 	 
	 	 
	 	 




 


	 	attention of:	 




 


	 	Telecopy:	 




 


	 	RECEIPT OF THE FOREGOING ACKNOWLEDGED BY:




 


	 	[NAME OF OTHER REPRESENTATIVE],
 as First Lien Representative




 


		By:	






		Name:	
		Title:	





 


	 	[NAME OF OTHER REPRESENTATIVE],
 as Second Lien Representative




 


		By:	






		Name:	
		Title:	







 






    


     


    








 


ANNEX III


 


[FORM OF] [ADDITIONAL DEBT] [REPLACEMENT
[FIRST/SECOND] LIEN [CREDIT AGREEMENT][INDENTURE]] DESIGNATION NO. [ ] (this “Designation”) dated as of [_____],
20[__] with respect to the FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of August [6], 2019 (as amended, amended
and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), between BANK OF
AMERICA, N.A., as First Lien Credit Agreement Administrative Agent, ANKURA TRUST COMPANY, LLC, as Second Lien Notes Collateral Agent,
and the additional Representatives from time to time a party thereto and by HC GROUP HOLDINGS II, LLC, a Delaware limited liability company
(the “Initial Borrower”) and BIOSCRIP, INC., a Delaware corporation (the “Parent Borrower”)
and the other Grantors.


 


Capitalized terms used herein
but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.


 


This Designation is being
executed and delivered in order to designate [additional Indebtedness][a Replacement First Lien Credit Agreement][a Replacement Second
Lien Debt Agreement] of the Parent Borrower and the Grantors as [Additional [First/Second] Lien Debt][the First Lien Credit Agreement][the
Second Lien Notes Indenture], entitled to the benefit of, and subject to the terms of, the Intercreditor Agreement.


 


The undersigned, the duly
appointed [specify title of Responsible Officer] of the Parent Borrower hereby certifies on behalf of the Parent Borrower that,
as of the date hereof:


 


1.            [Insert
name of the applicable Grantor] intends to incur Indebtedness (the “Designated Obligations”) in the initial aggregate
principal amount of [ ] pursuant to the following agreement: [describe credit/loan agreement, indenture or other agreement] (the
“Designated Agreement”).


 


2.            [The
incurrence of the Designated Obligations is permitted by each applicable First Lien Loan Document and Second Lien Debt Document, in each
case, in effect at the time of such incurrence]84 [The incurrence
of the Designated Obligations is permitted pursuant to Section [8.01/8.02]]85.


 


3.            Conform
the following as applicable; (i) the Designated Agreement is hereby designated as [an “Additional First Lien Debt Facility”]
[an “Additional Second Lien Debt Facility”] [the “First Lien Credit Agreement”] [the “Second Lien Notes
Indenture”] and (ii) the Designated Obligations are hereby designated as [“Additional First Lien Secured Obligations”]
[“Additional Second Lien Secured Obligations”] [“First Lien Credit Agreement Secured Obligations”] [“Second
Lien Notes Indenture Secured Obligations”].


 





 



 




		84	Bracketed language to be included for Designation pursuant to Section 8.04.



 


		85	Bracketed language to be included for Designation pursuant to
Section 8.05.



 






    	 	 	 



     


    

 


4.            Attached
hereto as Exhibit A are true and complete copies of the Designated Agreement and the other related [First/Second] Lien [Loan] [Debt]
Documents.


 


5.            The
name and address of the Representative for such Designated Obligations is:


 


[Insert name and all capacities; Address]


	 	 	 	 
	 	Telephone:	 	 
	 	 	 	 
	 	Fax:	 	 
	 	 	 	 
	 	Email:	 	 





 






    	 	 	 



     


    

 


IN WITNESS WHEREOF, the Parent
Borrower has caused this Designation to be duly executed by the undersigned Responsible Officer as of the day and year first above written.


  


	 	BIOSCRIP, INC.
	 	 
	 	By:	                       
	 	 	Name:
	 	 	Title:






 


Receipt acknowledged by:


 


[INSERT NAME OF FIRST LIEN REPRESENTATIVE]


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


[INSERT NAME OF SECOND LIEN REPRESENTATIVE]


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


[OTHERS AS NEEDED]


 






    	 	 	 



     


    

 


ANNEX IV


 


[FORM OF]
SUPPLEMENT NO. [__] dated as of [_________], 201[_] (this “Supplement”), to the FIRST LIEN/SECOND LIEN
INTERCREDITOR AGREEMENT dated as of August [6], 2019 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the “Intercreditor Agreement”), between BANK OF AMERICA, N.A., as First Lien Credit Agreement Administrative
Agent, ANKURA TRUST COMPANY, LLC, as Second Lien Notes Collateral Agent, and the additional Representatives from time to time a party
thereto and by HC GROUP HOLDINGS II, LLC, a Delaware limited liability company (the “Initial Borrower”) and BIOSCRIP, INC.,
a Delaware corporation (the “Parent Borrower”) and the other Grantors.


 


A.            Capitalized
terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.


 


B.            Pursuant
to the First Lien Credit Agreement, certain Additional First Lien Loan Documents and certain Second Lien Debt Documents, certain newly
acquired or organized Subsidiaries of the Parent Borrower are required to enter into the Intercreditor Agreement. Section 9.14 of
the Intercreditor Agreement provides that such Subsidiaries may become party to the Intercreditor Agreement by execution and delivery
of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Grantor”) is executing
this Supplement in accordance with the requirements of the First Lien Credit Agreement, the Second Lien Debt Documents and Additional
First Lien Loan Documents.


 


Accordingly, the Designated
First Lien Representative, the Designated Second Lien Representative and the New Grantor agree as follows:


 


1.            In
accordance with Section 9.14 of the Intercreditor Agreement, the New Grantor by its signature below becomes a Grantor under the Intercreditor
Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees to all the terms
and provisions of the Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in the
Intercreditor Agreement shall be deemed to include the New Grantor. The Intercreditor Agreement is hereby incorporated herein by reference.


 


2.            The
New Grantor represents and warrants to the Designated First Lien Representative, the Designated Second Lien Representative and each other
Secured Party that this Supplement 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.


 


3.            This
Supplement may be executed by one or more of the parties to this Supplement on any number of separate counterparts (including by facsimile
or other electronic image scan transmission), and all of said counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Supplement signed by all the parties shall be lodged with the Parent Borrower, the Designated
First Lien Representative and the Designated Second Lien Representative. Delivery of an executed counterpart of a signature page of
this Supplement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of
a manually executed counterpart of this Supplement.


 






    	 	 	 



     


    

 


4.            Except
as expressly supplemented hereby, the Intercreditor Agreement shall remain in full force and effect.


 


5.            THIS
SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SUPPLEMENT AND ANY CLAIM OR CONTROVERSY RELATING TO THE SUBJECT MATTER
HEREOF, WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


6.            Any
provision of this Supplement that 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 or in the Intercreditor Agreement,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.


 


7.            All
communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Intercreditor Agreement.


 






    	 	 	 



     


    

 


IN WITNESS WHEREOF, the New
Grantor, the Designated First Lien Representative and the Designated Second Lien Representative have duly executed this Supplement to
the Intercreditor Agreement as of the day and year first above written.


 


	 	[NAME OF NEW GRANTOR],
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


	 	RECEIPT OF THE FOREGOING ACKNOWLEDGED
    BY:
	 	 
	 	[_____],
	 	as Designated First Lien Representative
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	[_____],
	 	as Designated Second Lien Representative
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 






    	 	 	 



     


    

 


EXHIBIT L


 


FORM OF AFFILIATED LENDER ASSIGNMENT AND
ASSUMPTION


 


This Assignment and Assumption
(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]2
Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and
obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used
but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, amended and restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions for Assignment set forth in Annex 1 attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby
irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all
of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities
as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors]
under the respective Facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective
capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any
of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations
sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein
collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor
and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. Bank of
America, N.A., acting solely as Administrative Agent, shall record this Assignment and Assumption in the Register as of the Effective
Date.


 


	1.	Assignor[s]:	
	 	 	 
	 	 	



 





 



 




		1	For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment
is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed
language.



 


		2	For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment
is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed
language.



 


		3	Select as appropriate.



 


		4	Include bracketed language if there are either multiple Assignors
or multiple Assignees.


 






    	 	 	 



     


    

 


	2.	Assignee[s]:	
	 	 	 
	 	 	



 


	3.	Affiliate Status:	The Assignee is an Affiliated Lender.
	 	 	 


 


	4.	Borrower(s):	Option Care Health, Inc. (f/k/a BioScrip, Inc.) (the “Administrative Borrower”)
	 	 	 
	5.	Administrative Agent:	Bank of America, N.A., including any successor thereto, as the administrative agent (the “Administrative Agent”) under the Credit Agreement 
	 	 	 
	6.	Credit Agreement:	Amended and Restated First Lien Credit Agreement, dated as of October 27, 2021 among Option Care Health, Inc.  (f/k/a BioScrip, Inc.), a Delaware corporation (the “Company” or the “Parent Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto (the “Credit Agreement”).
	 	 	 
	7.	Assigned Interest:	 


 


	Assignor[s]5	 	Assignee[s]6	 	Facility

Assigned7
	 	 	Aggregate

Amount of

Loans

for all Lenders of

Facility subject to 

Assignment8
	 	 	 	Amount
                                            of

                                            Loans

                                            Assigned of

                                            Facility subject to 

                                            Assignment9
	 	 	 	Percentage

                                            Assigned of

                                            Loans

                                            of Facility subject 

                                            to

                                            Assignment10
	 	 	 	CUSIP

Number
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 	$		 	 	$		 	 	 		%	 	 	 	 
	 	 	 	 		 	$		 	 	$		 	 	 		%	 	 	 	 
	 	 	 	 		 	$		 	 	$		 	 	 		%	 	 	 	 






 




 






 


		5	List each Assignor, as appropriate.



 


		6	List each Assignee, as appropriate.



 


		7	Fill in the appropriate terminology for the classes of Facilities under the Credit Agreement that are
being assigned under this Assignment and Assumption (e.g. “Term B Loans”, “Incremental Term Loans”, “Refinancing
Term Loans”, “Extended Term Loans”, etc.).



 


		8	Amounts in this column and in the column immediately to the right to be adjusted by the counterparties
to take into account any payments or prepayments made between the Trade Date and the Effective Date.



 


		9	After giving effect to Assignee’s purchase and assumption of the Assigned Interest, the aggregate
principal amount of Term Loans (as of the date of consummation of any transaction under Section 10.07(k) of the Credit Agreement) held
by Affiliated Lenders shall not exceed 25% of the aggregate principal amount of all Term Loans outstanding at the time of such assignment.
To the extent any assignment to an Affiliated Lender would result in the aggregate principal amount of all Loans held by Affiliated Lenders
(at the time of such assignment) exceeding the Affiliated Lender Cap, such excess will be void ab initio.



 


		10	Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.



 






    	 	 	 



     


    

 


	[8.	Trade Date:	__________________]11


 


Effective Date: __________________, 20__ [TO BE INSERTED BY THE ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 





 



 




		11	To be completed if the Assignor and the Assignee intend that
the minimum assignment amount is to be determined as of the Trade Date.



 






    	 	 	 



     


    

 


The terms set forth in this Assignment and Assumption
are hereby agreed to:


  


	 	ASSIGNOR
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Consented to and]12 Accepted for Recordation in the Register:


 


BANK OF AMERICA, N.A., as Administrative Agent


 


	By:	 	 
	 	Name:	 
	 	Title:	 




 





 



 




		12	To be added only if the consent of the Administrative Agent
is required by the terms of the Credit Agreement.



 






    	 	 	 



     


    

 


[Consented to]:13


 


OPTION CARE HEALTH, INC. (f/k/a BIOSCRIP, INC.)


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 





 



 




		13	To be added only if the consent of the Administrative Borrower
is required by the terms of the Credit Agreement.



 






    	 	 	 



     


    

 


ANNEX 1

TO AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR


 


AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION


 


1.            Representations
and Warranties.


 


1.1.            Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has
full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect
to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated
in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates or
any other Person of any of their respective obligations under any Loan Document.


 


1.2.            Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under
the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(a) of the Credit Agreement
(subject to such consents, if any, as may be required under Section 10.07(b) of the Credit Agreement), (iii) from and after
the Effective Date referred to in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or
the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of
such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies
of the most recent financial statements delivered pursuant to Section 6.01(a) and (b) thereof, as applicable, and such
other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest[,] (vii) attached hereto is any documentation
required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required
pursuant to Section 3.01 of the Credit Agreement, duly completed and executed by [the][such] Assignee and (viii) it is not a
Disqualified Institution; (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any]
Assignor 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 Loan Documents, and (ii) it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; and (c) appoints
and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Credit Agreement and the
other Loan Documents (including any Intercreditor Agreement) as are delegated to or otherwise conferred upon the Administrative Agent,
by the terms thereof, together with such powers as are reasonably incidental thereto.


 






    	 	 	 



     


    

 


2.            Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including
payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.


 


3.            General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
permitted successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and by different parties
hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging
means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption
shall be governed by, and construed in accordance with, the law of the State of New York. This Assignment and Assumption shall not be
effective until recorded in the Register.


 


Each
Lender participating in any assignment to Affiliated Lenders acknowledges and agrees that in connection with such assignment, (1) the
Affiliated Lenders then may have, and later may come into possession of Excluded Information, (2) such Lender has independently and,
without reliance on the Affiliated Lenders or any of their respective Subsidiaries, the Holdings Guarantors, the Borrowers or any
of their respective Subsidiaries, the Administrative Agent or any other Agent-Related Persons, has made its own analysis and determination
to participate in such assignment notwithstanding such Lender’s lack of knowledge of the Excluded Information, (3) none of
the Affiliated Lenders or any of their respective Subsidiaries, the Holdings Guarantors, the Borrowers or any of their respective Subsidiaries
shall be required to make any representation that it is not in possession of Excluded Information, (4) none of the Administrative
Agent or any other Agent-Related Persons 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 Administrative Agent and any other Agent-Related Persons, under applicable
laws or otherwise, with respect to the nondisclosure of the Excluded Information and (5) that the Excluded Information may not be
available to the Administrative Agent or the other Lenders.


 






    	 	 	 



     


    







 


EXHIBIT M


 


FORM OF ABL INTERCREDITOR AGREEMENT


 


[attached]


 






    	 	 	 



     


    

 


EXHIBIT A


 


ABL INTERCREDITOR AGREEMENT


  


dated as of August 6, 2019,


 


among


 


HC GROUP HOLDINGS II, LLC


as the Initial Borrower,


 


BIOSCRIP, INC.


as the Parent Borrower,


 


EACH OF THE OTHER OBLIGORS PARTY HERETO,


 


BANK
OF AMERICA, N.A.,


as ABL Credit Agreement Collateral Agent;


 


BANK
OF AMERICA, N.A.,


as First Lien Credit Agreement Collateral Agent;


 


ANKURA TRUST COMPANY, LLC

as Second Lien Notes Collateral Agent,


 


and


 


EACH OTHER AGENT PARTY HERETO


 






    	 	 	 



     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	SECTION 1.	Definitions	3
	 	 	 	 
	 	1.1	Defined Terms	3
	 	1.2	Terms Generally	26
	 	1.3	Cap Amount	27
	 	 
	SECTION 2.	Lien
    Priorities	27
	 	 	 	 
	 	2.1	Relative Priorities	27
	 	2.2	Prohibition on Contesting Liens	28
	 	2.3	No New Liens	28
	 	2.4	Similar Liens and Agreements	29
	 	2.5	Nature of Obligations	29
	 	2.6	Certain Cash Collateral	29
	 	2.7	[Reserved]	30
	 	2.8	Tracing of Proceeds	30
	 	 
	SECTION 3.	Enforcement	31
	 	 	 	 
	 	3.1	Exercise of Remedies	31
	 	3.2	Agreement among Term Loan Claimholders	34
	 	 
	SECTION 4.	Payments	34
	 	 	 	 
	 	4.1	Application of Proceeds	34
	 	4.2	Payments Over	35
	 	4.3	Mixed Collateral Proceeds	36
	 	 
	SECTION 5.	Other
    Agreements	37
	 	 	 	 
	 	5.1	Releases	37
	 	5.2	Insurance and Condemnation Awards	38
	 	5.3	Amendments to Financing Documents	39
	 	5.4	Confirmation of Subordination
    in Collateral Documents	39
	 	5.5	Gratuitous Bailee/Agent for
    Perfection; Shared Collateral Documents	41
	 	5.6	When Discharge of Senior Obligations
    Deemed to Not Have Occurred	42
	 	5.7	[Reserved]	43
	 	5.8	Consent to License to Use Intellectual
    Property	43
	 	5.9	Access to Information	43
	 	5.10	Access to Property to Process
    and Sell Inventory	44
	 	5.11	Obligor Consent	46
	 	 
	SECTION 6.	Insolvency
    or Liquidation Proceedings	46
	 	 	 	 
	 	6.1	Finance and Sale Issues	46
	 	6.2	Relief from the Automatic Stay	48
	 	6.3	Adequate Protection	48



 






    	 	-i-	 



     


    

 


	 	6.4	No Waiver	50
	 	6.5	Reinstatement	50
	 	6.6	Reorganization Securities	50
	 	6.7	Post-Petition Interest	51
	 	6.8	Waivers	51
	 	6.9	Separate Grants of Security
    and Separate Classification	52
	 	6.10	Effectiveness in Insolvency
    or Liquidation Proceedings	52
	 	 
	SECTION 7.	Reliance;
    Waivers; Etc.	52
	 	 	 	 
	 	7.1	Reliance	52
	 	7.2	No Warranties or Liability	53
	 	7.3	No Waiver of Lien Priorities	53
	 	7.4	Waiver of Liability	55
	 	7.5	Obligations Unconditional	55
	 	 
	SECTION 8.	Miscellaneous	56
	 	 	 	 
	 	8.1	Conflicts	56
	 	8.2	Effectiveness; Continuing Nature
    of this Agreement; Severability	56
	 	8.3	Amendments; Waivers	57
	 	8.4	Information Concerning Financial
    Condition of the Obligors and their Subsidiaries	57
	 	8.5	Subrogation	58
	 	8.6	Application of Payments	58
	 	8.7	SUBMISSION TO JURISDICTION;
    WAIVERS	58
	 	8.8	Notices	59
	 	8.9	Further Assurances	60
	 	8.10	CHOICE OF LAW	60
	 	8.11	Binding on Successors and Assigns	60
	 	8.12	Headings	60
	 	8.13	Counterparts; Integration; Effectiveness	60
	 	8.14	Authorization; Binding Effect
    on Claimholders	61
	 	8.15	Exclusive Means of Exercising
    Rights under this Agreement	61
	 	8.16	No Third Party Beneficiaries;
    Provisions Solely to Define Relative Rights	62
	 	8.17	No Indirect Actions	62
	 	8.18	Obligors; Additional Obligors	62
	 	8.19	Right of Collateral Agent to
    Continue	62
	 	8.20	Claimholders	63
	 	8.21	Additional Lien Obligations	63
	 	8.22	Additional Intercreditor Agreements	64






 






    	 	-ii-	 



     


    

 





ABL INTERCREDITOR AGREEMENT


 


This ABL INTERCREDITOR AGREEMENT (as amended,
restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”) is dated
as of August 6, 2019, and entered into by and among BANK OF AMERICA, N.A., in its capacity as administrative agent under the ABL
Credit Agreement and the ABL Collateral Documents relating thereto (in each case as defined below) (in such capacity and together with
its successors and assigns in such capacity, the “ABL Credit Agreement Collateral Agent”), BANK OF AMERICA, N.A. (“BoA”),
in its capacity as administrative agent under the First Lien Credit Agreement and the First Lien Collateral Documents relating thereto
(in each case, as defined below) (in such capacity and together with its successors and assigns in such capacity, the “First
Lien Credit Agreement Collateral Agent”), ANKURA TRUST COMPANY, LLC (“Ankura”) in its capacity as collateral
agent under the Second Lien Notes Indenture and the Second Lien Collateral Documents relating thereto (in each case, as defined below)
(in such capacity and together with its successors and assigns in such capacity, the “Second Lien Notes Collateral Agent”),
each other FIRST LIEN COLLATERAL AGENT that is from time to time party hereto and each other SECOND LIEN COLLATERAL AGENT that is from
time to time party hereto and acknowledged and agreed to by BIOSCRIP, INC. (now known
as option care health, inc.), a Delaware corporation (the “Parent Borrower”),
HC GROUP HOLDINGS II, LLC, a Delaware limited liability company (the “Initial
Borrower”), and the other OBLIGORS (as defined below) from time to time party hereto.


 


RECITALS


 


The Initial Borrower, the Parent Borrower, the Subsidiaries
of the Parent Borrower party thereto from time to time, the financial institutions party thereto from time to time and BoA, as ABL Credit
Agreement Collateral Agent, letter of credit issuer and swingline lender, have entered into that certain ABL Credit Agreement, dated as
of the date hereof (as amended, amended and restated, supplemented, modified or Refinanced from time to time in accordance with the terms
of this Agreement, the “ABL Credit Agreement”);


 


The Initial Borrower, the Parent Borrower, the Subsidiaries
of the Parent Borrower party thereto from time to time, the financial institutions party thereto from time to time and BoA, as First Lien
Credit Agreement Collateral Agent, have entered into that certain First Lien Credit Agreement, dated as of the date hereof (as amended,
amended and restated, supplemented, modified or Refinanced from time to time in accordance with the terms of this Agreement, the “First
Lien Credit Agreement”);


 


The Initial Borrower, the Parent Borrower, the Subsidiaries
of the Parent Borrower party thereto from time to time and Ankura, as trustee and Second Lien Notes Collateral Agent, have entered into
that certain Indenture, dated as of the date hereof (as amended, amended and restated, supplemented, modified or Refinanced from time
to time in accordance with the terms of this Agreement, the “Second Lien Notes Indenture”);


 


Pursuant to (i) the ABL Credit Agreement, (A) the
Parent Borrower and the Initial Borrower may incur loans and ABL Letters of Credit may be issued and (B) the relevant ABL Obligors
have agreed to guarantee the ABL Obligations, (ii) the First Lien Credit Agreement, (A) the Parent Borrower and the Initial
Borrower will incur loans and (B) the relevant First Lien Obligors have agreed to guarantee the First Lien Obligations, and (iii) the
Second Lien Notes Indenture, (A) the Parent Borrower will issue Second Lien Notes and (B) the relevant Second Lien Obligors
have agreed to guarantee the Second Lien Obligations;


 






     


     


    

 


The obligations of each ABL Obligor under (i) the
ABL Financing Documents, (ii) any ABL Swap Contracts and (iii) any ABL Banking Services Agreements will be secured on (x) a
first priority basis by Liens on the ABL Priority Collateral of such ABL Obligor and (y) a third priority basis by Liens on the Term
Loan Priority Collateral of such ABL Obligor, in each case pursuant to the terms of the ABL Collateral Documents;


 


The obligations of each First Lien Obligor under
(i) the First Lien Financing Documents, (ii) any First Lien Swap Contracts and (iii) any First Lien Banking Services Agreements
will be secured on (x) a first priority basis by Liens on the Term Loan Priority Collateral of such First Lien Obligor and (y) a
second priority basis by Liens on the ABL Priority Collateral of such First Lien Obligor, in each case pursuant to the terms of the First
Lien Collateral Documents;


 


The obligations of each Second Lien Obligor under
(i) the Second Lien Financing Documents, (ii) any Second Lien Swap Contracts and (iii) any Second Lien Banking Services
Agreements will be secured on (x) a second priority basis by Liens on the Term Loan Priority Collateral of such Second Lien Obligor
and (y) a third priority basis by Liens on the ABL Priority Collateral of such Second Lien Obligor, in each case pursuant to the
terms of the Second Lien Collateral Documents;


 


The ABL Credit Agreement, the First Lien Credit Agreement
and the Second Lien Notes Indenture require, among other things, that the parties thereto shall set forth in this Agreement their respective
rights and remedies with respect to the Collateral;


 


The Obligors may, from time to time, to the extent
permitted by this Agreement, the ABL Financing Documents, the First Lien Financing Documents and the Second Lien Financing Documents,
incur additional secured debt which the Obligors and the debtholders thereunder may elect, subject to the terms and conditions hereof,
of the ABL Financing Documents, of the First Lien Financing Documents and of the Second Lien Financing Documents, to be secured by the
Collateral;


 


In order to induce the ABL Credit Agreement Collateral
Agent and the other ABL Claimholders to consent to the Obligors incurring the First Lien Obligations and the Second Lien Obligations and
to induce the ABL Claimholders to extend credit and other financial accommodations and lend monies to or for the benefit of the ABL Obligors,
each First Lien Collateral Agent and each Second Lien Collateral Agent, on behalf of itself and its respective Claimholders, and each
First Lien Claimholder and each Second Lien Claimholder by its acceptance of the benefits of the First Lien Collateral Documents or the
Second Lien Collateral Documents, as applicable, has agreed to the intercreditor and other provisions set forth in this Agreement;


 


In order to induce each First Lien Collateral Agent
and the other First Lien Claimholders to consent to the Obligors incurring the ABL Obligations and the Second Lien Obligations and to
induce the First Lien Claimholders to extend credit and other financial accommodations and lend monies to or for the benefit of the First
Lien Obligors, the ABL Credit Agreement Collateral Agent and each Second Lien Collateral Agent, on behalf of itself and its respective
Claimholders, and each ABL Claimholder and each Second Lien Claimholder by its acceptance of the benefits of the ABL Collateral Documents
and the Second Lien Collateral Documents, as applicable, has agreed to the intercreditor and other provisions set forth in this Agreement;
and


 


In order to induce each Second Lien Collateral Agent
and the other Second Lien Claimholders to consent to the Obligors incurring the ABL Obligations and the First Lien Obligations and to
induce the Second Lien Claimholders to extend credit and other financial accommodations and lend monies to or for the benefit of the Second
Lien Obligors, the ABL Credit Agreement Collateral Agent and each First Lien Collateral Agent, on behalf of itself and its respective
Claimholders and each ABL Claimholder and each First Lien Claimholder by its acceptance of the benefits of ABL Collateral Documents and
the First Lien Collateral Documents, as applicable, has agreed to the intercreditor and other provisions set forth in this Agreement.


 






    	 	-2-	 



     


    

 


AGREEMENT


 


In consideration of the foregoing, the mutual covenants
and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


SECTION 1.     Definitions.


 


1.1            Defined
Terms. The following terms which are defined in the UCC are used herein as so defined: Account, Chattel Paper, Commercial Tort
Claim, Commodity Account, Deposit Account, Document, Equipment, Fixture, General Intangible, Good, Instrument, Inventory, Investment
Property, Letter-of-Credit Right, Money, Securities, Securities Account, Security Entitlement and Supporting Obligation. As used in this
Agreement, the following terms shall have the following meanings:


 


“ABL Banking Services” means any
of the following services provided to any ABL Obligor or any of its “subsidiaries” as defined in the ABL Credit Agreement:
any treasury, depositary, disbursement, lockbox, funds transfer, pooling, netting, overdraft, stored value card, purchase card (including
so-called “procurement cards” or “P-cards”), debit card, credit card, e-payable, cash management and similar services,
foreign exchange facilities, and any automated clearing house transfer of funds.


 


“ABL Banking Services Agreement”
means any documentation with an ABL Claimholder governing any ABL Banking Services Obligations.


 


“ABL Banking Services Obligations”
means any and all obligations of any ABL Obligor or any of its “subsidiaries” as defined in the ABL Credit Agreement (or any
similar term in any other ABL Document), whether absolute or contingent and however and whenever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), in connection with ABL Banking Services, in
each case, that constitute “Secured Cash Management Obligations” or “Secured Obligations” as defined in the ABL
Credit Agreement (or any similar term in any other ABL Financing Document); provided that in no event shall any obligations constitute
ABL Banking Services Obligations to the extent such obligations at the time the ABL Claimholder enters into the related ABL Banking Services
Agreement constitute First Lien Banking Services Obligations or Second Lien Banking Services Obligations.


 


“ABL Cap Amount” means, as of
any date of determination and subject to Section 1.3, the sum of (a)(i), the sum of (x) $175,000,000 and (y) the principal
amount permitted to be incurred as “Incremental Revolving Commitments” under Section 2.14 of the ABL Credit Agreement
(as in effect on the Amendment and Restatement Date) multiplied by (ii) 115% and (b) any accrued and unpaid interest (including
interest accruing at the default rate specified in the applicable ABL Financing Document and any Post-Petition Interest) and premiums
(including tender premiums and prepayment premiums) payable on account of any ABL Obligations and any underwriting discounts, fees, commissions
and expenses (including original issue discount, upfront fees or initial yield payments), attorneys’ fees, costs, expenses and indemnities
paid or payable by any Obligor in connection with incurrence or issuance of any ABL Obligation or any Refinancing of any ABL Obligation
in accordance with the terms of this Agreement.


 






    	 	-3-	 



     


    





 


“ABL
Claimholders” mean, at any relevant time, the holders of ABL Obligations at that time, including the ABL Lenders, the
ABL Credit Agreement Collateral Agent, the other agents under the ABL Credit Agreement and the holders of ABL Banking Services Obligations
and ABL Secured Swap Obligations.


 


“ABL Collateral” means (i) the
“Collateral” (as defined in the ABL Credit Agreement) of the ABL Obligors and (ii) any other assets and property of any
Obligor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted as security for any ABL Obligations
or that is otherwise subject to a Lien securing any ABL Obligations.


 


“ABL Collateral Documents” means
the “Collateral Documents” as defined in the ABL Credit Agreement and any other agreement, document or instrument pursuant
to which a Lien is granted securing any ABL Obligations or under which rights or remedies with respect to such Liens are governed.


 


“ABL Credit Agreement” has the
meaning set forth in the Recitals to this Agreement.


 


“ABL Credit Agreement Collateral Agent”
has the meaning set forth in the Preamble to this Agreement.


 


“ABL DIP Financing” has the meaning
set forth in Section 6.1(b).


 


“ABL Documents” means (i) the
ABL Financing Documents, (ii) the ABL Swap Contracts governing ABL Secured Swap Obligations and (iii) the ABL Banking Services
Agreements, in each case, as Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“ABL Financing Documents” means
the ABL Credit Agreement, the ABL Collateral Documents, the other “Loan Documents” as defined in the ABL Credit Agreement
and each of the other agreements, documents and instruments providing for or evidencing any other ABL Obligation (other than any ABL Other
Obligation), and any other document or instrument executed or delivered at any time in connection with any ABL Obligations (other than
any ABL Other Obligations), including any intercreditor or joinder agreement among any ABL Claimholders, to the extent such are effective
at the relevant time, as each may be Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“ABL Issuing Bank” means each
issuing bank in respect of an ABL Letter of Credit.


 


“ABL Lenders” means the “Lenders”
as defined in the ABL Credit Agreement and also shall include all ABL Issuing Banks and the “Swing Line Lender” (as defined
in the ABL Credit Agreement).


 


“ABL Letters of Credit” means
any letters of credit issued (or deemed issued) from time to time under any ABL Financing Document.


 


“ABL Liens” means the Liens on
the Collateral in favor of the ABL Claimholders under ABL Collateral Documents.


 


“ABL
Obligations” means all “Secured Obligations” as defined in the ABL Credit Agreement (or any similar term in any
other ABL Financing Document), including all ABL Other Obligations. To the extent any payment with respect to any ABL Obligation (whether
by or on behalf of any ABL Obligor, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent
conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Term Loan Claimholder, receiver
or other Person, then the obligation or part thereof originally intended to be satisfied shall, for all purposes of this Agreement and
the rights and obligations of the ABL Claimholders, be deemed to be reinstated and outstanding as if such payment had not occurred. In
the event that any interest, fees, expenses or other amounts (including any interest accruing at the default rate or any Post-Petition
Interest) to be paid by an ABL Obligor pursuant to the ABL Financing Documents, the ABL Swap Contracts governing ABL Secured Swap Obligations
or the ABL Banking Services Agreements are disallowed by order of any court of competent jurisdiction, including by order of a court presiding
over an Insolvency or Liquidation Proceeding, such interest, fees, expenses and other amounts (including default interest and Post-Petition
Interest) shall, as between the Claimholders, be deemed to continue to accrue and be added to the amount to be calculated as the
“ABL Obligations.”


 






    -4-


     


    

 


“ABL Obligors” means, collectively,
the “Loan Parties” as defined in the ABL Credit Agreement or any similar term in any other ABL Document.


 


“ABL Other Obligations” means
the ABL Banking Services Obligations and the ABL Secured Swap Obligations.


 


“ABL Priority Collateral” means
all interests of each Obligor in the following Collateral, in each case whether now owned or existing or hereafter acquired or arising
and wherever located, including (a) all rights of each Obligor to receive moneys due and to become due under or pursuant to the following,
(b) all rights of each Obligor to receive return of any premiums for or Proceeds of any insurance, indemnity, warranty or guaranty
with respect to the following or to receive condemnation Proceeds with respect to the following, (c) all claims of each Obligor for
damages arising out of or for breach of or default under any of the following, and (d) all rights of each Obligor to terminate, amend,
supplement, modify or waive performance under any of the following, to perform thereunder and to compel performance and otherwise exercise
all remedies thereunder:


 


(i)           all
Accounts, but for purposes of this clause (i) excluding rights to payment for any property which specifically constitutes
Term Loan Priority Collateral which has been or is to be sold, leased, licensed, assigned or otherwise disposed of; provided, however,
that, for the avoidance of doubt, all rights to payment arising from any sale or lease of Inventory, Goods or merchandise (other
than Fixtures or Equipment) or the provision of services shall constitute ABL Priority Collateral;


 


(ii)          all
Chattel Paper;


 


(iii)         all
Deposit Accounts, Securities Accounts, Commodity Accounts and all other demand, deposit, time, savings, cash management, passbook and
similar accounts maintained with any bank or other financial institution and all cash, money, securities, Instruments and other investments
deposited or required to be deposited in any of the foregoing (in each case, other than a Term Proceeds Account, all monies, securities, Instruments
and other investments held in a Term Proceeds Account or credited to a Term Proceeds Account which constitute Term Loan Priority Collateral,
all identifiable Proceeds of any Term Loan Priority Collateral and any accounts containing cash constituting Tax and Trust Funds);


 


(iv)         all
Inventory, including any Inventory incorporating any Intellectual Property, and the right to use Intellectual Property in connection
with the processing or sale of Inventory or to the extent necessary to sell such Inventory, and all rights to receive payments, indebtedness
and other obligations which arise as a result of the sale or lease of Inventory, Goods or merchandise (in each case other than Fixtures
or Equipment) or provision of services, including the right to payment of interest or finance charges;


 






    -5-


     


    

 


(v)          all
cash, Money and cash equivalents (other than identifiable Proceeds of the Term Loan Priority Collateral);


 


(vi)         [reserved];


 


(vii)        to
the extent evidencing or governing any of the items referred to in the preceding clauses (i) through (vi), all General
Intangibles (including Contract Rights and customer contracts but excluding capital stock and any Intellectual Property to the extent
such Intellectual Property is not attached to or necessary to sell any item of Inventory), letters of credit (whether or not the respective
letter of credit is evidenced by a writing), Letter-of-Credit Rights (to the extent perfected by the filing of a UCC financing statement
as a Supporting Obligation), Instruments and Documents; provided that to the extent any of the foregoing also relates to Term
Loan Priority Collateral, only that portion related to the items referred to in the preceding clauses (i) through (vi) as
being included in the ABL Priority Collateral shall be included in the ABL Priority Collateral;


 


(viii)       to
the extent relating to any of the items referred to in the preceding clauses (i) through (vii), all insurance
(including business interruption insurance and the Proceeds thereof); provided that to the extent any of the foregoing also relates
to Term Loan Priority Collateral only that portion related to the items referred to in the preceding clauses (i) through (vii) as
being included in the ABL Priority Collateral shall be included in the ABL Priority Collateral;


 


(ix)          to
the extent relating to any of the items referred to in the preceding clauses (i) through (viii), all Supporting
Obligations; provided that to the extent any of the foregoing also relates to Term Loan Priority Collateral only that portion related
to the items referred to in the preceding clauses (i) through (viii) as being included in the ABL Priority Collateral
shall be included in the ABL Priority Collateral;


 


(x)           to
the extent relating to any of the items referred to in the preceding clauses (i) through (ix), all Commercial
Tort Claims; provided that to the extent any of the foregoing also relates to Term Loan Priority Collateral only that portion related
to the items referred to in the preceding clauses (i) through (ix) as being included in the ABL Priority Collateral
shall be included in the ABL Priority Collateral;


 


(xi)          all
Documents, books and records, ledger cards, files, correspondence, including all books, databases, customer lists and records related
thereto, blueprints, technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage
media and related data processing software and similar items that at any time evidence or contain information relating to any of the Collateral
or are otherwise necessary or helpful in the collection thereof or realization thereupon and any General Intangibles (including Contract
Rights) or Instruments at any time evidencing or relating to any of the foregoing; and


 


(xii)        all
cash Proceeds and, solely to the extent not constituting Term Loan Priority Collateral, non-cash Proceeds, products, accessions to, substitutions
or replacements for, rents and profits of or in respect of any of the foregoing (including all insurance, indemnity, guaranty and condemnation
proceeds) and all collateral security, guarantees and other collateral support given by any Person with respect to any of the foregoing.


 






    -6-


     


    

 


“ABL
Secured Swap Obligations” means all ABL Swap Obligations of ABL Obligors, whether absolute, or contingent and howsoever
and whenever created, arising, evidenced or acquired (including all renewals, extensions or modifications thereof and substitutions therefor),
in each case, that constitute “Secured Obligations” as defined in the ABL Credit Agreement (or any similar term in any other
ABL Financing Document); provided that in no event shall any obligations constitute ABL Secured Swap Obligations to the extent
such obligations at the time the ABL Claimholder enters into the related ABL Swap Contract constitute First Lien Secured Swap Obligations
or Second Lien Secured Swap Obligations.


 


“ABL Swap Contract” means any
“Secured Hedge Agreement” between any ABL Obligor or any “subsidiary” as such terms are defined in the ABL Credit
Agreement (or any similar term in any other ABL Document) and any ABL Claimholder.


 


“ABL Swap Obligations” means,
with respect to any ABL Obligor or any “subsidiary” as defined in the ABL Credit Agreement (or any similar term in any other
ABL Document), the obligations of such Person under any ABL Swap Contract.


 


“Additional First Lien Obligations”
means obligations with respect to Indebtedness of the Parent Borrower or any other First Lien Obligor (other than, for the avoidance of
doubt, First Lien Obligations under the First Lien Credit Agreement) issued or guaranteed following the date of this Agreement and documented
in an agreement other than any agreement governing any then existing First Lien Obligations; provided that (a) such Indebtedness
is permitted by the terms of each of the ABL Credit Agreement, and each First Lien Financing Document and Second Lien Financing Document
in effect at the time of such incurrence, (b) the Obligors have granted Liens on the Collateral to secure the obligations in respect
of such Indebtedness on a pari passu basis with the other First Lien Obligations, (c) the applicable Additional First Lien
Obligations Agent, for itself and on behalf of the holders of such Indebtedness and obligations in respect of such Indebtedness, has entered
into a joinder agreement pursuant to Section 8.21(b) acknowledging that such Indebtedness, obligations and Liens shall
be subject to, and such Additional First Lien Obligations Agent and such holders shall be bound by, and shall have the rights and obligations
provided under, the terms of this Agreement applicable to the First Lien Collateral Agent and the other First Lien Claimholders, respectively
and (d) an amendment to or other modification of this Agreement shall have been entered into pursuant to Section 8.3
to the extent contemplated pursuant to Section 8.21(c).


 


“Additional First Lien Obligations Agent”
means any Person appointed to act as trustee, agent or similar representative for the holders of Additional First Lien Obligations pursuant
to any Additional First Lien Obligations Agreement (including, in the case of any bilateral arrangement, the actual holder of the relevant
Additional First Lien Obligations unless such holder has otherwise appointed a trustee, agent or similar representative acting on its
behalf).


 


“Additional First Lien Obligations Agreements”
means (i) the indenture, credit agreement, guarantee or other agreement evidencing or governing any Additional First Lien Obligations
that are designated as Additional First Lien Obligations pursuant to Section 8.21 and (ii) any other “Loan Documents,”
“Credit Documents” or “Financing Documents” (or similar term as may be defined in the foregoing or referred to
in the foregoing), in each case, as Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“Additional First Lien Obligations Claimholders”
means, at any relevant time, the lenders, creditors and secured parties under any Additional First Lien Obligations Agreements, any Additional
First Lien Obligations Agent and the other agents under such Additional First Lien Obligations Agreements, in each case, in their capacities
as such.


 






    -7-


     


    

 


“Additional Lien Obligations”
means, collectively, the Additional First Lien Obligations and the Additional Second Lien Obligations.


 


“Additional Lien Obligations Agent”
means the Additional First Lien Obligations Agent and/or the Additional Second Liens Obligations Agent, as applicable.


 


“Additional Lien Obligations Agreements”
means, collectively, the Additional First Lien Obligations Agreements and the Additional Second Lien Obligations Agreements.


 


“Additional Second Lien Obligations”
means obligations with respect to Indebtedness of the Parent Borrower or any other Obligor (other than, for the avoidance of doubt, Second
Lien Obligations under the Second Lien Notes Indenture) issued or guaranteed following the date of this Agreement and documented in an
agreement other than any agreement governing any then existing Second Lien Obligations, provided that (a) such Indebtedness
is permitted by the terms of the ABL Credit Agreement, and each First Lien Financing Document and Second Lien Financing Document in effect
at the time of such incurrence, (b) the Obligors have granted Liens on the Collateral to secure the obligations in respect of such
Indebtedness on a pari passu basis with the other Second Lien Obligations, (c) the applicable Additional Second Lien Obligations
Agent, for itself and on behalf of the holders of such Indebtedness and obligations in respect of such Indebtedness, has entered into
a joinder agreement pursuant to Section 8.21(b) acknowledging that such Indebtedness, obligations and Liens shall be
subject to, and such Additional Second Lien Obligations Agent and such holders shall be bound by, and shall have rights and obligations
provided under, the terms of this Agreement applicable to the Second Lien Collateral Agent and the other Second Lien Claimholders, respectively
and (d) an amendment to or other modification of this Agreement shall have been entered into pursuant to Section 8.3
to the extent contemplated pursuant to Section 8.21(c).


 


“Additional Second Lien Obligations Agent”
means any Person appointed to act as trustee, agent or similar representative for the holders of Additional Second Lien Obligations pursuant
to any Additional Second Lien Obligations Agreement (including, in the case of any bilateral arrangement, the actual holder of the relevant
Additional Second Lien Obligations unless such holder has otherwise appointed a trustee, agent or similar representative acting on its
behalf).


 


“Additional Second Lien Obligations Agreements”
means (i) the indenture, credit agreement, guarantee or other agreement evidencing or governing any Additional Second Lien Obligations
that are designated as Additional Second Lien Obligations pursuant to Section 8.21 and (ii) any other “Loan Documents”
or “Financing Documents” (or similar term as may be defined in the foregoing or referred to in the foregoing), in each case,
as Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“Additional Second Lien Obligations Claimholders”
means, at any relevant time, the lenders, creditors and secured parties under any Additional Second Lien Obligations Agreements, any Additional
Second Lien Obligations Agent and the other agents under such Additional Second Lien Obligations Agreements, in each case, in their capacities
as such.


 


“Affiliate” means, with respect
to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.


 


“Agreement” has the meaning set
forth in the Preamble to this Agreement.


 


“Amendment and Restatement Date”
means October 27, 2021.


 






    -8-


     


    

 


“Banking Services” means the ABL
Banking Services, the First Lien Banking Services and the Second Lien Banking Services.


 


“Banking Services Obligations”
means the ABL Banking Services Obligations, the First Lien Banking Services Obligations and the Second Lien Banking Services Obligations.


 


“Bankruptcy Code” means Title
11 of the United States Code (11. U.S.C. § 101 et seq.).


 


“BoA” has the meaning set forth
in the Recitals to this Agreement.


 


“Business Day” means any day other
than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.


 


“Cash Collateral” has the meaning
set forth in Section 6.1(a).


 


“Claimholders” means each of the
ABL Claimholders, the First Lien Claimholders and the Second Lien Claimholders.


 


“Collateral” means all of the
assets and property of any Obligor, whether real, personal or mixed, that constitute or are required to constitute both ABL Collateral
and Term Loan Collateral, including any property subject to Liens granted pursuant to Section 6 to secure both ABL Obligations
and Term Loan Obligations.


 


“Collateral Agent” means the ABL
Credit Agreement Collateral Agent, the First Lien Collateral Agent and/or the Second Lien Collateral Agent, as applicable.


 


“Collateral Documents” means the
ABL Collateral Documents, the First Lien Collateral Documents and the Second Lien Collateral Documents.


 


“Comparable Junior Collateral Document”
means, in relation to any Collateral subject to any Senior Lien created under any Senior Collateral Document, the Junior Collateral Document
that creates a Junior Lien on the same Collateral, granted by the same Obligor.


 


“Contract Rights” means all rights
of any Obligor under each Contract, including (i) any and all rights to receive and demand payments under any or all Contracts, (ii) any
and all rights to receive and compel performance under any or all Contracts and (iii) any and all other rights, interests and claims
now existing or in the future arising in connection with any or all Contracts.


 


“Contracts”
means all contracts between any Obligor and one or more additional parties (including any Swap Contracts or contracts for Banking
Services, licensing agreements and any partnership agreements, joint venture agreements and limited liability company agreements).


 


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


 


“Copyright” means (i) all
United States and foreign copyrights, whether or not the underlying works of authorship have been published and whether as author, assignee,
transferee or otherwise, including but not limited to copyrights in software and databases, all Mask Works (as defined in 17 U.S.C. 901
of the U.S. Copyright Act) and all works of authorship, all right, title and interest to make and exploit all derivative works based on
or adopted from works covered by such copyrights, and all copyright registrations, copyright applications, mask works registrations and
mask works applications, and any renewals or extensions thereof and (ii) the rights to print, publish and distribute any of the foregoing.


 






    -9-


     


    

 


“Copyright Licenses”: any written
agreement naming any Obligor as licensor or licensee, providing for the granting by or to any Obligor of any right in or to any Copyright.


 


“Debtor Relief Laws” means the
Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, compromise, arrangement or similar debtor relief laws of the United States or any state or other
applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Derivative
Transaction” means all interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity
contracts or similar arrangements (which, for the avoidance of doubt, shall include any master agreement that governs the terms of one
or more interest rate or currency swaps, caps or collar agreements, foreign exchange agreements, commodity contracts or similar arrangements)
entered into by any Loan Party (as defined in the ABL Credit Agreement) providing for protection against fluctuations in interest rates,
currency exchange rates, commodity prices or the exchange of nominal interest obligations, either generally or under specific contingencies.


 


“DIP Financing” means an ABL DIP
Financing or a Term Loan DIP Financing.


 


“Directing First Lien Collateral Agent”
means (a) the First Lien Credit Agreement Collateral Agent unless (and until) the Discharge of First Lien Obligations has occurred
solely with respect to the First Lien Obligations under the First Lien Credit Agreement and the First Lien Financing Documents relating
thereto and (b) thereafter, the First Lien Collateral Agent designated in writing by the Required First Lien Claimholders from time
to time to act as Directing First Lien Collateral Agent hereunder. For purposes of this definition, no Discharge of First Lien Obligations
with respect to the First Lien Obligations under the First Lien Credit Agreement and the First Lien Financing Documents relating thereto
shall be deemed to have occurred if the Parent Borrower or any other First Lien Obligor enters into any Refinancing of the First Lien
Credit Agreement, and, in the case of any such Refinancing, the First Lien Credit Agreement Collateral Agent under such First Lien Credit
Agreement shall continue as the Directing First Lien Collateral Agent for all purposes hereof.


 


“Directing Junior Collateral Agent”
means (a) with respect to ABL Priority Collateral, the Directing Term Loan Collateral Agent and (b) with respect to the Term
Loan Priority Collateral, the ABL Credit Agreement Collateral Agent.


 


“Directing Second Lien Collateral Agent”
means (a) the Second Lien Notes Collateral Agent unless (and until) the Discharge of Second Lien Obligations has occurred solely
with respect to the Second Lien Obligations under the Second Lien Notes Indenture and the Second Lien Financing Documents relating thereto
and (b) thereafter, the Second Lien Collateral Agent designated in writing by the Required Second Lien Claimholders from time to
time to act as Directing Second Lien Collateral Agent hereunder. For purposes of this definition, no Discharge of Second Lien Obligations
with respect to the Second Lien Obligations under the Second Lien Notes Indenture and the Second Lien Financing Documents relating thereto
shall be deemed to have occurred if the Parent Borrower or any other Second Lien Obligor enters into any Refinancing of the Second Lien
Notes Indenture, and, in the case of any such Refinancing, the Second Lien Notes Collateral Agent under such Second Lien Notes Indenture
shall continue as the Directing Second Lien Collateral Agent for all purposes hereof.


 






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“Directing Senior Collateral Agent”
means (a) with respect to ABL Priority Collateral, the ABL Credit Agreement Collateral Agent and (b) with respect to the Term
Loan Priority Collateral, the Directing Term Loan Collateral Agent.


 


“Directing Term Loan Collateral Agent”
means (a) until the Discharge of First Lien Obligations, the Directing First Lien Collateral Agent and (b) thereafter, the Directing
Second Lien Collateral Agent.


 


“Discharge of ABL Obligations”
means, notwithstanding any discharge of the ABL Obligations under any Debtor Relief Laws or in connection with any Insolvency or Liquidation
Proceeding, except to the extent otherwise expressly provided in Section 5.6:


 


(a)          payment
in full in cash of the principal of and interest (including Post-Petition Interest), and premium, if any, on all Indebtedness outstanding
under the ABL Documents and constituting ABL Obligations (other than any ABL Other Obligations);


 


(b)          termination
or expiration of all commitments, if any, to extend credit that would constitute ABL Obligations;


 


(c)           termination
or cash collateralization or backstopping (in an amount and manner reasonably satisfactory to the applicable ABL Issuing Banks, but in
no event greater than 105%) of all ABL Letters of Credit constituting ABL Obligations.


 


(d)          payment
in full in cash of all other ABL Obligations (or, in the case of any ABL Other Obligations, the cash collateralization or backstopping
of such ABL Other Obligations on terms reasonably satisfactory to the applicable lender or counterparty, as applicable) that are due and
payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including Post-Petition Interest,
but other than any indemnification or expense reimbursement obligations or any other obligations that by the terms of any ABL Document
expressly survive termination of such ABL Document, in each case, for which no claim or demand for payment, whether oral or written, has
been made at such time); and


 


(e)            adequate
provision has been made for any contingent or unliquidated ABL Obligations related to claims, causes of action or liabilities that have
been asserted against the ABL Claimholders for which indemnification is required under the ABL Documents.


 


Upon the satisfaction of the conditions set forth
in clauses (a) through (e) with respect to any ABL Obligations, the ABL Credit Agreement Collateral Agent agrees
to promptly deliver to the other Collateral Agents written notice of the same.


 


“Discharge of First Lien Obligations”
means, notwithstanding any discharge of the First Lien Obligations under any Debtor Relief Laws or in connection with any Insolvency or
Liquidation Proceeding, except to the extent otherwise expressly provided in Section 5.6:


 


(a)          payment
in full in cash of the principal of and interest (including Post-Petition Interest), and premium, if any, on all Indebtedness outstanding
under the First Lien Documents and constituting First Lien Obligations (other than any First Lien Other Obligations);


 


(b)          termination
or expiration of all commitments, if any, to extend credit that would constitute First Lien Obligations;


 






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(c)           termination
or cash collateralization or backstopping (in an amount and manner reasonably satisfactory to the applicable First Lien Issuing Banks,
but in no event greater than 105%) of all First Lien Letters of Credit constituting First Lien Obligations.


 


(d)          payment
in full in cash of all other First Lien Obligations (or, in the case of any First Lien Other Obligations, the cash collateralization or
backstopping of such First Lien Other Obligations on terms reasonably satisfactory to the applicable lender or counterparty, as applicable)
that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including Post-Petition
Interest, but other than any indemnification or expense reimbursement obligations or any other obligations that by the terms of any First
Lien Document expressly survive termination of such First Lien Document, in each case, for which no claim or demand for payment, whether
oral or written, has been made at such time); and


 


(e)          adequate
provision has been made for any contingent or unliquidated First Lien Obligations related to claims, causes of action or liabilities that
have been asserted against the First Lien Claimholders for which indemnification is required under the First Lien Documents; provided
that the Discharge of First Lien Obligations shall not be deemed to have occurred if such payments are made with the proceeds of other
First Lien Obligations that constitute an exchange or replacement for or a Refinancing of such First Lien Obligations.


 


Upon the satisfaction of the conditions set forth in clauses (a) through
(e) with respect to any First Lien Obligations, the Directing First Lien Collateral Agent agrees to promptly deliver to the
other Collateral Agents written notice of the same.


 


“Discharge of Second Lien Obligations”
means:


 


(a)          payment
in full in cash of the principal of and interest (including Post-Petition Interest), and premium, if any, on all Indebtedness outstanding
under the Second Lien Documents and constituting Second Lien Obligations (other than any Second Lien Other Obligations);


 


(b)          termination
or expiration of all commitments, if any, to extend credit that would constitute Second Lien Obligations;


 


(c)          termination
or cash collateralization or backstopping (in an amount and manner reasonably satisfactory to any second lien issuing banks, but in no
event greater than 105%) of the aggregate undrawn face amount of any letter of credit obligations which constitute Second Lien Obligations;


 


(d)          payment
in full in cash of all other Second Lien Obligations (or, in the case of any Second Lien Other Obligations, the cash collateralization
or backstopping of such Second Lien Other Obligations on terms reasonably satisfactory to the applicable lender or counterparty, as applicable)
that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (including Post-Petition
Interest, but other than any indemnification or expense reimbursement obligations or any other obligations that by the terms of any Second
Lien Document expressly survive termination of such Second Lien Document, in each case, for which no claim or demand for payment, whether
oral or written, has been made at such time); and


 


(e)            adequate
provision has been made for any contingent or unliquidated Second Lien Obligations related to claims, causes of action or liabilities
that have been asserted against the Second Lien Claimholders or for which indemnification is required under the Second Lien Documents;
provided that the Discharge of Second Lien Obligations shall not be deemed to have occurred if such payments are made with the
proceeds of other Second Lien Obligations that constitute an exchange or replacement for or a Refinancing of such Second Lien Obligations.


 






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Upon the satisfaction of the conditions set forth in clauses (a) through
(e) with respect to any Second Lien Obligation, the Directing Second Lien Collateral Agent agrees to promptly deliver to the
other Collateral Agents written notice of the same.


 


“Discharge of Senior Obligations”
means (a) with respect to the ABL Priority Collateral, the Discharge of ABL Obligations and (b) with respect to the Term Loan
Priority Collateral, the Discharge of Term Loan Obligations.


 


“Discharge of Term Loan Obligations”
means, collectively, both the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations.


 


“Disposition” has the meaning
set forth in Section 5.1(b). “Dispose” has a meaning correlative thereto.


 


“Domain Names”
means all Internet domain names and associated URL addresses in or to which any Obligor now or hereafter has any right, title or interest.


 


“Enforcement Action” means:


 


(a)           any
action to foreclose, execute, levy or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially),
or lease, license, or otherwise Dispose of (whether publicly or privately), any Collateral or otherwise exercise or enforce remedial rights
with respect to any of the Collateral under the ABL Documents, the First Lien Documents or the Second Lien Documents (including by way
of setoff, recoupment, notification of a public or private sale or other Disposition pursuant to the UCC or other applicable law, notification
to account debtors, notification to depositary banks under deposit account control agreements, or exercise of rights under landlord consents,
if applicable);


 


(b)          any
action to solicit bids from third Persons, or approve bid procedures for, any proposed Disposition of any of the Collateral or
conduct any Disposition of any Collateral;


 


(c)          any
action to receive a transfer of any portion of the Collateral in satisfaction of Indebtedness or any other Obligation secured thereby;


 


(d)          any
action to otherwise enforce a security interest or exercise another right or remedy, as a secured creditor or otherwise, pertaining to
any Collateral, whether at law, in equity or pursuant to the ABL Documents, the First Lien Documents or the Second Lien Documents (including
the commencement of applicable legal proceedings or other actions with respect to any Collateral to facilitate the actions described in
the preceding clauses, and exercising voting rights in respect of equity interests comprising any Collateral); or


 


(e)           the
Disposition of any Collateral by any Obligor after the occurrence and during the continuation of an “event of default” under
the ABL Documents, the First Lien Documents or the Second Lien Documents with the consent of the ABL Credit Agreement Collateral Agent,
the First Lien Collateral Agents or the Second Lien Collateral Agents, as applicable (in any case, to the extent that such consent is
required).


 






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“Financing Documents” means the
ABL Financing Documents, the First Lien Financing Documents and the Second Lien Financing Documents.


 


“First Lien Banking Services”
means any of the following services provided to any First Lien Obligor or any of its “subsidiaries” as defined in the First
Lien Credit Agreement (or any similar term in any other First Lien Document): any treasury, depositary, disbursement, lockbox, funds transfer,
pooling, netting, overdraft, stored value card, purchase card (including so-called “procurement cards” or “P-cards”),
debit card, credit card, e-payable, cash management and similar services, foreign exchange facilities, and any automated clearing house
transfer of funds.


 


“First Lien Banking Services Agreement”
means any documentation with a First Lien Claimholder governing any First Lien Banking Services Obligations.


 


“First Lien Banking Services Obligations”
means any and all obligations of any First Lien Obligor or any of its “subsidiaries” as defined in the First Lien Credit Agreement
(or any similar term in any other First Lien Document), whether absolute or contingent and however and whenever created, arising, evidenced
or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), in connection with First Lien Banking
Services, in each case, that constitute “Secured Obligations” as defined in the First Lien Credit Agreement (or any similar
term in any other First Lien Financing Document); provided that in no event shall any obligations constitute First Lien Banking
Services Obligations to the extent such obligations at the time the First Lien Claimholder enters into the related First Lien Banking
Services Agreement constitute ABL Banking Services Obligations or Second Lien Banking Services Obligations.


 


“First Lien Claimholders” means,
at any relevant time, the holders of First Lien Obligations at that time, including the First Lien Lenders, the First Lien Collateral
Agents, the other agents under the First Lien Credit Agreement, the holders of First Lien Banking Services Obligations and First Lien
Secured Swap Obligations and any Additional First Lien Obligations Claimholders.


 


“First Lien Collateral” means
(i) the “Collateral” (as defined in the First Lien Credit Agreement) and (ii) any other assets and property of any
Obligor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted as security for any First
Lien Obligations or that is otherwise subject to a Lien securing any First Lien Obligations.


 


“First Lien Collateral Agent”
means the First Lien Credit Agreement Collateral Agent and any Additional First Lien Obligations Agent.


 


“First Lien Collateral Documents”
means the “Collateral Documents” as defined in the First Lien Credit Agreement and any other agreement, document or instrument
pursuant to which a Lien is granted securing any First Lien Obligations or under which rights or remedies with respect to such Liens are
governed.


 


“First Lien Credit Agreement”
has the meaning set forth in the Recitals to this Agreement.


 


“First Lien Credit Agreement Collateral
Agent” has the meaning set forth in the Preamble to this Agreement.


 


“First Lien Documents” means (i) the
First Lien Financing Documents, (ii) the First Lien Swap Contracts governing First Lien Secured Swap Obligations and (iii) the
First Lien Banking Services Agreements, in each case, as Refinanced from time to time in accordance with the terms thereof and subject
to the terms hereof.


 






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“First Lien Financing Documents”
means the First Lien Credit Agreement, the First Lien Collateral Documents, the other “Loan Documents” as defined in the First
Lien Credit Agreement, any Additional First Lien Obligations Agreement and each of the other agreements, documents and instruments providing
for or evidencing any other First Lien Obligation (other than any First Lien Other Obligation), and any other document or instrument executed
or delivered at any time in connection with any First Lien Obligations (other than any First Lien Other Obligations), including any intercreditor
or joinder agreement among any First Lien Claimholders (including, without limitation, the First Lien/Second Lien Intercreditor Agreement),
to the extent such are effective at the relevant time, as each may be Refinanced from time to time in accordance with the terms thereof
and subject to the terms hereof.


 


“First Lien Issuing Bank” means
each issuing bank in respect of a First Lien Letter of Credit.


 


“First Lien Lenders” means the
“Lenders” as defined in the First Lien Credit Agreement (or any similar term in any Additional First Lien Obligations Agreement)
and also shall include all First Lien Issuing Banks.


 


“First Lien Letters of Credit”
means any letters of credit issued (or deemed issued) from time to time under any First Lien Financing Document.


 


“First Lien Obligations” means
all “Secured Obligations” as defined in the First Lien Credit Agreement (or any similar term in any other First Lien Financing
Document), including all First Lien Other Obligations, and all Additional First Lien Obligations. To the extent any payment with respect
to any First Lien Obligation (whether by or on behalf of any First Lien Obligor, as proceeds of security, enforcement of any right of
setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor
in possession, any ABL Claimholder, Second Lien Claimholder, receiver or other Person, then the obligation or part thereof originally
intended to be satisfied shall, for all purposes of this Agreement and the rights and obligations of the First Lien Claimholders, be deemed
to be reinstated and outstanding as if such payment had not occurred. In the event that any interest, fees, expenses or other amounts
(including any interest accruing at the default rate or any Post-Petition Interest) to be paid by a First Lien Obligor pursuant to the
First Lien Financing Documents, the First Lien Swap Contracts governing First Lien Secured Swap Obligations or the First Lien Banking
Services Agreements are disallowed by order of any court of competent jurisdiction, including by order of a court of presiding over an
Insolvency or Liquidation Proceeding, such interest, fees, expenses and other amounts (including default interest and Post-Petition Interest)
shall, as between the Claimholders, be deemed to continue to accrue and be added to the amount to be calculated as the “First Lien
Obligations.”


 


“First Lien Obligors” means, collectively,
the “Loan Parties” as defined in the First Lien Credit Agreement or any similar term in any other First Lien Document.


 


“First Lien Other Obligations”
means the First Lien Banking Services Obligations and the First Lien Secured Swap Obligations.


 


“First Lien/Second Lien Intercreditor Agreement”
means the First Lien/Second Lien Intercreditor Agreement dated as of the date hereof, among, inter alios, the First Lien Credit
Agreement Collateral Agent, the Second Lien Notes Collateral Agent and the Obligors from time to time party thereto.


 






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“First Lien Secured Swap Obligations”
means all First Lien Swap Obligations of First Lien Obligors, whether absolute, or contingent and howsoever and whenever created, arising,
evidenced or acquired (including all renewals, extensions or modifications thereof and substitutions therefor), in each case, that constitute
“Secured Obligations” as defined in the First Lien Credit Agreement (or any similar term in any other First Lien Financing
Document); provided that in no event shall any such obligations constitute First Lien Secured Swap Obligations to the extent such
obligations at the time the First Lien Claimholder enters into the related First Lien Swap Contract constitute ABL Secured Swap Obligations
or Second Lien Secured Swap Obligations.


 


“First Lien Swap Contract” means
any agreement with respect to any Derivative Transaction between any First Lien Obligor or any “subsidiary” as defined in
the First Lien Credit Agreement (or any similar term in any other First Lien Document) and any First Lien Claimholder.


 


“First Lien Swap Obligations”
means, with respect to any First Lien Obligor or any “subsidiary” as defined in the First Lien Credit Agreement (or any similar
term in any other First Lien Document), the obligations of such Person under any First Lien Swap Contract.


 


“GAAP”
means generally accepted accounting principles in the United States in effect and applicable to the accounting period in respect of which
reference to GAAP is being made.


 


“Governmental Authority” means
any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality
or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions
of or pertaining to any government or any court, in each case whether associated with a state or locality of the United States, the United
States, or a foreign government.


 


“Indebtedness” means “Indebtedness”
within the meaning of the ABL Credit Agreement, any First Lien Financing Document or any Second Lien Financing Document, as applicable.
For the avoidance of doubt, “Indebtedness” shall not include Swap Obligations or Banking Services Obligations.


 


“Initial Borrower” has the meaning
set forth in the Preamble to this Agreement.


 


“Insolvency or Liquidation Proceeding”
means (a) the institution of any voluntary or involuntary case or proceeding under the Bankruptcy Code or any other Debtor Relief
Law with respect to such Obligor as debtor; (b) any general assignment for the benefit of creditors of any Obligor or any marshaling
of assets and liabilities of any Obligor; or (c) any appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator,
administrator, Collateral receiver or similar officer for any Obligor or for all or any material part of its property.


 


“Intellectual Property” means
the collective reference to all rights relating to intellectual property and industrial designs, whether arising under United States federal
or state laws, multinational or foreign laws, including the Copyrights, the Copyright Licenses, the Patents, the Patent Licenses, the
Trademarks, the Trademark Licenses and the Trade Secrets, and all rights to sue at law or in equity for any past, present or future infringement
or other impairment thereof, including the right to receive all proceeds and damages therefrom.


 






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“Junior Claimholders” means (a) with
respect to the ABL Priority Collateral, the Term Loan Claimholders and (b) with respect to the Term Loan Priority Collateral, the
ABL Claimholders.


 


“Junior Collateral Agent” means
(a) with respect to the ABL Priority Collateral, the Term Loan Collateral Agents and (b) with respect to the Term Loan Priority
Collateral, the ABL Credit Agreement Collateral Agent.


 


“Junior Collateral Documents”
means (a) with respect to the ABL Priority Collateral, the Term Loan Collateral Documents and (b) with respect to the Term Loan
Priority Collateral, the ABL Collateral Documents.


 


“Junior Financing Documents” means
(a) with respect to the ABL Priority Collateral, the Term Loan Financing Documents and (b) with respect to the Term Loan Priority
Collateral, the ABL Financing Documents.


 


“Junior Liens” means (a) with
respect to the ABL Priority Collateral, the Term Loan Liens and (b) with respect to the Term Loan Priority Collateral, the ABL Liens.


 


“Junior Obligations” means (a) with
respect to the ABL Priority Collateral, the Term Loan Obligations and (b) with respect to the Term Loan Priority Collateral, the
ABL Obligations.


 


“Licenses” means any Patent License,
Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Obligor is
a party.


 


“Lien” means any mortgage, pledge,
hypothecation, security assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or
any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional
sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing);
provided, that in no event shall an operating lease in and of itself constitute a Lien.


 


“New Senior Agent” has the meaning
set forth in Section 5.6.


 


“Obligations” means the ABL Obligations,
the First Lien Obligations and/or the Second Lien Obligations, as the context may require.


 


“Obligors” means each ABL Obligor,
each First Lien Obligor and each Second Lien Obligor and each other Person that has executed and delivered, or may from time to time hereafter
execute and deliver, an ABL Collateral Document, a First Lien Collateral Document or a Second Lien Collateral Document as a “grantor”
or “pledgor” (or the equivalent thereof).


 


“Parent Borrower” has the meaning
set forth in the Preamble to this Agreement.


 


“Patent” means (i) all United
States and foreign patents, patent applications and patentable inventions, all certificates of invention or similar property rights and
all registrations, recordings and pending applications thereof, (ii) all inventions and improvements described and claimed therein,
and (iii) all reissues, divisions, reexaminations, continuations, continuations-in-part, substitutes, renewals, and extensions thereof
and all improvements thereon.


 


“Patent Licenses”: any written
agreement naming any Obligor as licensor or licensee, providing for the granting by or to any Obligor of any right in or to any Patent.


 






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“Person” means any natural person,
corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or any other entity.


 


“Pledged Assets” means all Pledged
Stock, including all stock certificates, options or rights of any nature whatsoever in respect of the Pledged Stock that may be issued
or granted to, or held by, any Obligor, all Instruments, Securities and other Investment Property owned by any Obligor, whether or not
physically delivered to the applicable Collateral Agent pursuant to any of the Collateral Documents, whether now owned or hereafter acquired
by such Obligor and any and all Proceeds thereof, but, in each case, excluding any items specifically excluded from the definition of
Collateral.


 


“Pledged Collateral” has the meaning
set forth in Section 5.5(a).


 


“Pledged Stock” shall mean, with
respect to any Obligor, the shares of capital stock required to be pledged by such Obligor pursuant to any of Collateral Documents.


 


“Post-Petition Interest” means
interest (including interest accruing at the default rate specified in the applicable ABL Documents, the applicable First Lien Documents
or the applicable Second Lien Documents, as the case may be), fees, expenses and other amounts that pursuant to the ABL Documents, the
First Lien Documents or the Second Lien Documents, as the case may be, continue to accrue or become due after the commencement of any
Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses and other amounts are allowed or allowable, voided
or subordinated under any Debtor Relief Law or other applicable law or in any such Insolvency or Liquidation Proceeding.


 


“Proceeds” shall have the meaning
assigned in Article 9 of the UCC and, in any event, shall also include, but not be limited to, (i) any and all proceeds of any
insurance, indemnity, warranty or guaranty payable to any Collateral Agent or any Obligor from time to time with respect to any of the
Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to any Obligor from time to time in connection
with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority
(or any Person acting under color of governmental authority) and (iii) any and all other amounts from time to time paid or payable
under or in connection with any of the Collateral.


 


“Recovery” has the meaning set
forth in Section 6.5.


 


“Refinance” means, in respect
of any Indebtedness, to refinance, extend, renew, defease, amend, modify, supplement, restructure, refund, replace or repay, or to issue
other Indebtedness, whether of the same principal amount or greater or lesser principal amount, in exchange or replacement for such Indebtedness.
“Refinanced” and “Refinancing” shall have correlative meanings.


 


“Related Claimholders” means (a) with
respect to the ABL Credit Agreement Collateral Agent, the ABL Claimholders, (b) with respect to any First Lien Collateral Agent,
its Related First Lien Claimholders or (c) with respect to any Second Lien Collateral Agent, its Related Second Lien Claimholders.


 


“Related First Lien Claimholders”
means, with respect to any First Lien Collateral Agent, the First Lien Claimholders for which such First Lien Collateral Agent acts as
the “administrative agent” or “collateral agent” (or other agent or similar representative) under the applicable
First Lien Documents.


 






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“Related Second Lien Claimholders”
means, with respect to any Second Lien Collateral Agent, the Second Lien Claimholders for which such Second Lien Collateral Agent acts
as the “administrative agent” or “collateral agent” (or other agent or similar representative) under the applicable
Second Lien Documents.


 


“Required ABL Claimholders” means
(a) at all times prior to the occurrence of the Discharge of ABL Obligations (other than the ABL Other Obligations), the ABL Claimholders
holding more than 50% of the sum of (i) the aggregate outstanding principal amount of ABL Obligations (including participations in
the face amount of the ABL Letters of Credit and any disbursements thereunder that have not been reimbursed, but excluding the ABL Other
Obligations) plus (ii) the aggregate unfunded commitments to extend credit which, when funded, would constitute ABL Obligations
(other than the ABL Other Obligations), and (b) at all times following the occurrence of the Discharge of ABL Obligations (other
than the ABL Other Obligations), the ABL Claimholders holding more than 50% of the sum of (i) the then outstanding ABL Secured Swap
Obligations plus (ii) the then outstanding ABL Banking Services Obligations.


 


“Required First Lien Claimholders”
means (a) at all times prior to the occurrence of the Discharge of First Lien Obligations (other than the First Lien Other Obligations),
the First Lien Claimholders holding more than 50% of the sum of (i) the aggregate outstanding principal amount of First Lien Obligations
(including participations in the face amount of the First Lien Letters of Credit and any disbursements thereunder that have not been reimbursed,
but excluding the First Lien Other Obligations) plus (ii) the aggregate unfunded commitments to extend credit which, when
funded, would constitute First Lien Obligations (other than the First Lien Other Obligations), and (b) at all times following the
occurrence of the Discharge of First Lien Obligations (other than the First Lien Other Obligations), the First Lien Claimholders holding
more than 50% of the sum of (i) the then outstanding First Lien Secured Swap Obligations plus (ii) the then outstanding
First Lien Banking Services Obligations.


 


“Required Second Lien Claimholders”
means (a) at all times prior to the occurrence of the Discharge of Second Lien Obligations (other than the Second Lien Other Obligations),
the Second Lien Claimholders holding more than 50% of the sum of (i) the aggregate outstanding principal amount of Second Lien Obligations
plus (ii) the aggregate unfunded commitments to extend credit which, when funded, would constitute Second Lien Obligations
(other than the Second Lien Other Obligations), and (b) at all times following the occurrence of the Discharge of Second Lien Obligations
(other than the Second Lien Other Obligations), the Second Lien Claimholders holding more than 50% of the sum of (i) the then outstanding
Second Lien Secured Swap Obligations plus (ii) the then outstanding Second Lien Banking Services Obligations.


 


“Required Senior Claimholders”
means (a) with respect to the ABL Priority Collateral, (i) until the Discharge of ABL Obligations, the Required ABL Claimholders
and (ii) thereafter, the Required Term Loan Claimholders and (b) with respect to the Term Loan Priority Collateral, (i) until
the Discharge of Term Loan Obligations, the Required Term Loan Claimholders and (ii) thereafter, the Required ABL Claimholders.


 


“Required Term Loan Claimholders”
means (a) until the Discharge of First Lien Obligations, the Required First Lien Claimholders and (b) thereafter, the Required
Second Lien Claimholders.


 


“Responsible Officer” of any Person
means the chief executive officer, president, chief financial officer, chief accounting officer or treasurer of such Person, but in any
event, with respect to financial matters, the chief financial officer, chief accounting officer or treasurer of such Person.


 






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“Second Lien Banking Services”
means any of the following services provided to any Second Lien Obligor or any of its “Subsidiaries” as defined in the Second
Lien Notes Indenture (or any similar term in any other Second Lien Financing Document) commercial credit cards, stored value cards, purchasing
cards (including so-called “procurement cards” or “P-cards”), treasury management services, netting services,
overdraft protections, check drawing services, automated payment services (including depository, overdraft, controlled disbursement, ACH
transactions, return items and interstate depository network services), employee credit card programs, cash pooling services and any arrangements
or services similar to any of the foregoing and/or otherwise in connection with cash management and deposit accounts.


 


“Second Lien Banking Services Agreement”
means any documentation with a Second Lien Claimholder governing any Second Lien Banking Services Obligations.


 


“Second Lien Banking Services Obligations”
means any and all obligations of the Second Lien Obligors, whether absolute or contingent and however and whenever created, arising, evidenced
or acquired (including all renewals, extensions and modifications thereof and substitutions therefor), in connection with Second Lien
Banking Services, in each case, that constitute “Secured Obligations” as defined in the Second Lien Notes Indenture (or any
similar term in any other Second Lien Financing Document); provided that in no event shall any obligations constitute Second Lien
Banking Services Obligations to the extent such obligations at the time the Second Lien Claimholder enters into the related Second Lien
Banking Services Agreement constitute ABL Banking Services Obligations or First Lien Banking Services Obligations.


 


“Second Lien Claimholders” means,
at any relevant time, the holders of Second Lien Obligations at that time, including the Second Lien Noteholders, the Second Lien Collateral
Agent, the other agents and trustees under the Second Lien Notes Indenture, the holders of Second Lien Banking Services Obligations and
Second Lien Secured Swap Obligations and any Additional Second Lien Obligations Claimholders.


 


“Second Lien Collateral” means
(i) the “Collateral” as defined in the Second Lien Notes Indenture and (ii) any other assets and property of any
Obligor, whether real, personal or mixed, with respect to which a Lien is granted or purported to be granted as security for any Second
Lien Obligations or that is otherwise subject to a Lien securing any Second Lien Obligations.


 


“Second Lien Collateral Agent”
means the Second Lien Notes Collateral Agent and any Additional Second Lien Obligations Agent.


 


“Second Lien Collateral Documents”
means the “Collateral Documents” as defined in the Second Lien Notes Indenture and any other agreement, document or instrument
pursuant to which a Lien is granted securing any Second Lien Obligations or under which rights or remedies with respect to such Liens
are governed.


 


“Second Lien Documents” means
(i) the Second Lien Financing Documents, (ii) the Second Lien Swap Contracts governing Second Lien Secured Swap Obligations
and (iii) the Second Lien Banking Services Agreements, in each case, as Refinanced from time to time in accordance with the terms
thereof and subject to the terms hereof.


 


“Second Lien Financing Documents”
means the Second Lien Notes Indenture, the Second Lien Collateral Documents, the other “Notes Documents” as defined in the
Second Lien Notes Indenture, any Additional Second Lien Obligations Agreement, and each of the other agreements, documents and instruments
providing for or evidencing any other Second Lien Obligation (other than any Second Lien Other Obligation), and any other document or
instrument executed or delivered at any time in connection with any Second Lien Obligations (other than any Second Lien Other Obligations),
including any intercreditor or joinder agreement among any Second Lien Claimholders, to the extent such are effective at the relevant
time, as each may be Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 






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“Second Lien Noteholders” means
the “Holders” under and as defined in the Second Lien Notes Indenture or any similar term in any Additional Second Lien Obligations
Agreement.


 


“Second Lien Notes” means all
“Notes” issued under the Second Lien Notes Indenture.


 


“Second Lien Notes Collateral Agent”
has the meaning set forth in the Preamble to this Agreement.


 


“Second Lien Notes Indenture”
has the meaning set forth in the Recitals to this Agreement.


 


“Second Lien Obligations” means
all “Secured Obligations” as defined in the Second Lien Notes Indenture (or any similar term in any other Second Lien Financing
Document), including all Second Lien Other Obligations, and all Additional Second Lien Obligations. To the extent any payment by a Second
Lien Obligor with respect to any Second Lien Obligation (whether by or on behalf of any Second Lien Obligor, as proceeds of security,
enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or
required to be paid to a debtor in possession, any ABL Claimholder, any receiver or other Person, then the obligation or part thereof
originally intended to be satisfied shall, for all purposes of this Agreement and the rights and obligations of the Second Lien Claimholders,
be deemed to be reinstated and outstanding as if such payment had not occurred. In the event that any interest, fees, expenses or other
amounts (including any interest accruing at the default rate or any Post-Petition Interest) to be paid pursuant to the Second Lien Financing
Documents, the Second Lien Swap Contracts governing Second Lien Secured Swap Obligations or the Second Lien Banking Services Agreements
are disallowed by order of any court of competent jurisdiction, including by order of a court presiding over an Insolvency or Liquidation
Proceeding, such interest, fees, expenses and other amounts (including default interest and Post-Petition Interest) shall, as between
the Claimholders, be deemed to continue to accrue and be added to the amount to be calculated as the “Second Lien Obligations.”


 


“Second Lien Obligors” means,
collectively, the “Note Parties” as defined in the Second Lien Notes Indenture (or any similar term in any other Second Lien
Document).


 


“Second Lien Other Obligations”
means the Second Lien Banking Services Obligations and the Second Lien Secured Swap Obligations.


 


“Second Lien Secured Swap Obligations”
means all Second Lien Swap Obligations of Second Lien Obligors, whether absolute, or contingent and howsoever and whenever created, arising,
evidenced or acquired (including all renewals, extensions or modifications thereof and substitutions therefor), in each case, that constitute
“Secured Obligations” as defined in the Second Lien Notes Indenture (or any similar term in any other Second Lien Financing
Document); provided that in no event shall any such obligations constitute Second Lien Secured Swap Obligations to the extent such
obligations at the time the Second Lien Claimholder enters into the related Second Lien Swap Contract constitute ABL Secured Swap Obligations
or First Lien Secured Swap Obligations.


 






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“Second Lien Swap Contract” means
any agreement with respect to any Derivative Transaction between any Second Lien Obligor or any “Subsidiary” as defined in
the Second Lien Notes Indenture (or any similar term in any other Second Lien Document) and any Second Lien Claimholder.


 


“Second Lien Swap Obligations”
means, with respect to any Second Lien Obligor or any “Subsidiary” as defined in the Second Lien Notes Indenture (or any similar
term in any other Second Lien Document), the obligations of such Person under any Second Lien Swap Contract


 


“Senior Claimholders” means (a) with
respect to the ABL Priority Collateral, the ABL Claimholders and (b) with respect to the Term Loan Priority Collateral, the Term
Loan Claimholders.


 


“Senior Collateral Agent” means
(a) with respect to the ABL Priority Collateral, the ABL Credit Agreement Collateral Agent and (b) with respect to the Term
Loan Priority Collateral, the Directing Term Loan Collateral Agent.


 


“Senior Collateral Documents”
means (a) with respect to the ABL Priority Collateral, the ABL Collateral Documents and (b) with respect to the Term Loan Priority
Collateral, the Term Loan Collateral Documents.


 


“Senior Documents” means (a) in
respect of the Term Loan Priority Collateral, the Term Loan Documents and (b) in respect of the ABL Priority Collateral, the ABL
Documents.


 


“Senior Financing Documents” means
(a) with respect to the ABL Priority Collateral, the ABL Financing Documents and (b) with respect to the Term Loan Priority
Collateral, the Term Loan Financing Documents.


 


“Senior Liens” means (a) with
respect to the ABL Priority Collateral, the ABL Liens and (b) with respect to the Term Loan Priority Collateral, the Term Loan Liens.


 


“Senior
Obligations” means (a) with respect to the ABL Priority Collateral, the ABL Obligations and (b) with respect
to the Term Loan Priority Collateral, the Term Loan Obligations.


 


“Shared Collateral Documents”
means any Collateral Document that is each of an ABL Collateral Document, a First Lien Collateral Document and a Second Lien Collateral
Document.


 


“Software”
means computer programs, source code, object code and supporting documentation including “software” as such term is defined
in Article 9 of the UCC, as well as computer programs that may be construed as included in the definition of Goods.


 


“Standstill Period”
has the meaning set forth in Section 3.1(a)(1).


 


“subsidiary” means as to any Person,
a corporation, partnership, limited liability company, unlimited liability company or other entity 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 (as defined in the ABL Credit Agreement) of such corporation, partnership
or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more
intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “subsidiary” or to “subsidiaries”
in this Agreement shall refer to a subsidiary or subsidiaries of the Parent Borrower.


 






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“Swap Contracts” means the ABL
Swap Contracts, the First Lien Swap Contracts and the Second Lien Swap Contracts.


 


“Swap Obligations” means the ABL
Swap Obligations, the First Lien Swap Obligations and the Second Lien Swap Obligations.


 


“Tax
and Trust Funds” means any cash or cash equivalents maintained in or credited to any deposit account or securities account
that are comprised of (a) funds specifically and exclusively used or to be used for payroll and payroll taxes and other employee
benefit payments to or for the benefit of any Obligor’s employees, (b) funds specifically and exclusively used or to be used
to pay all taxes required to be collected, remitted or withheld (including withholding taxes (including the employer’s share thereof))
and (c) any other funds which any Obligor is permitted or otherwise not prohibited by the terms of any Financing Document to hold
as an escrow or fiduciary for the benefit of another Person in the ordinary course of business.


 


“Term Cash Proceeds Notice” shall
mean a written notice delivered by the Directing Term Loan Collateral Agent to the ABL Credit Agreement Collateral Agent (a) stating
that an “Event of Default” has occurred and is continuing under any Term Loan Document and specifying the relevant Event of
Default and (b) identifying with reasonable detail any cash proceeds which may be deposited in any Deposit Account or Securities
Account constituting Term Loan Priority Collateral.


 


“Term
Loan Cap Amount” means, as of any date of determination and subject to Section 1.3, the sum of (a)(x) the sum of (i) $600,000,000,
(ii) without duplication of clause (iv) of this definition, the principal amount permitted to be incurred as “Incremental
Loans” under Section 2.14 of the First Lien Credit Agreement (as in effect on the Amendment and Restatement Date) as of the
applicable date of determination and (iii) the principal amount of indebtedness permitted to be secured by an “Applicable Lien”
(as defined in the First Lien Credit Agreement) pursuant to Section 7.01(bb) of the First Lien Credit Agreement (as in effect on
the Amendment and Restatement Date) as of the applicable date of determination multiplied by (y) 115% and (b) any
accrued and unpaid interest (including interest accruing at the default rate specified in the applicable Term Loan Financing Documents
and any Post-Petition Interest) and premiums (including tender premiums and prepayment premiums) payable on account of any Term Loan Obligations
and any underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees or initial yield payments),
attorneys’ fees, costs, expenses and indemnities paid or payable by any Obligor in connection with incurrence or issuance of any
Term Loan Obligation or any Refinancing of any Term Loan Obligation in accordance with the terms of this Agreement.


 


“Term Loan Claimholders” means
the First Lien Claimholders and the Second Lien Claimholders.


 


“Term Loan Collateral” means the
First Lien Collateral and the Second Lien Collateral.


 


“Term Loan Collateral Agents”
means the First Lien Collateral Agents and the Second Lien Collateral Agents.


 


“Term Loan Collateral Documents”
means the First Lien Collateral Documents and the Second Lien Collateral Documents.


 


“Term Loan DIP Financing” has
the meaning set forth in Section 6.01(a).


 






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“Term Loan Documents” means the
First Lien Documents and the Second Lien Documents.


 


“Term Loan Financing Documents”
means the First Lien Financing Documents and Second Lien Financing Documents.


 


“Term Loan Liens” means the Liens
on the Collateral in favor of the Term Loan Claimholders under Term Loan Collateral Documents.


 


“Term Loan Obligations” means
the First Lien Obligations and the Second Lien Obligations.


 


“Term Loan Other Obligations”
means First Lien Other Obligations and Second Lien Other Obligations.


 


“Term Loan Priority Collateral”
means all Collateral other than ABL Priority Collateral, including, without limitation, all interests of each Obligor in the following
Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, including (a) all rights
of each Obligor to receive moneys due and to become due under or pursuant to the following, (b) all rights of each Obligor to receive
return of any premiums for or Proceeds of any insurance, indemnity, warranty or guaranty with respect to the following or to receive condemnation
Proceeds with respect to the following, (c) all claims of each Obligor for damages arising out of or for breach of or default under
any of the following, and (d) all rights of each Obligor to terminate, amend, supplement, modify or waive performance under any of
the following, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder:


 


(i)            all
Term Proceeds Accounts, and all cash, money, securities, Instruments and other investments deposited therein;


 


(ii)           all
Equipment;


 


(iii)          all
Fixtures;


 


(iv)          all
General Intangibles, including Contracts, together with all Contract Rights arising thereunder (in each case other than General Intangibles
evidencing or governing ABL Priority Collateral);


 


(v)           all
letters of credit (whether or not the respective letter of credit is evidenced by a writing), Letter-of-Credit Rights (to the extent perfected
by the filing of a UCC financing statement as a Supporting Obligation), Instruments and Documents (except, in each case, to the extent
evidencing or governing or attached or related to (to the extent so attached or related) ABL Priority Collateral);


 


(vi)          all
Intellectual Property (other than Intellectual Property contemplated by clauses (iv) and (vii) of
the definition of ABL Priority Collateral);


 


(vii)         except
to the extent constituting or relating to, ABL Priority Collateral, all Commercial Tort Claims;


 






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(viii)        all
Pledged Assets and other Investment Property and intercompany notes (except Investment Property constituting ABL Priority Collateral pursuant
to clause (iii), (vii) or (xi) of the definition thereof);


 


(ix)          all
real property (including, if any, leasehold interests) on which the Obligors are required to provide a Lien to the Term Loan Claimholders
pursuant to any Term Loan Financing Document and any title insurance with respect to such real property (other than title insurance actually
obtained by the ABL Credit Agreement Collateral Agent in respect of such real property) and the Proceeds thereof;


 


(x)           except
to the extent constituting or relating to the ABL Priority Collateral, all other personal property (whether tangible or intangible) of
such Obligor;


 


(xi)          to
the extent constituting or relating to, any of the items referred to in the preceding clauses (i) through (x), all
insurance; provided that to the extent any of the foregoing also relates to ABL Priority Collateral only that portion related to
the items referred to in the preceding clauses (i) through (x) as being included in the Term Loan Priority Collateral
shall be included in the Term Loan Priority Collateral;


 


(xii)         to
the extent relating to any of the items referred to in the preceding clauses (i) through (xi), all Supporting Obligations;
provided that to the extent any of the foregoing also relates to ABL Priority Collateral only that portion related to the items
referred to in the preceding clauses (i) through (xi) as being included in the Term Loan Priority Collateral shall
be included in the Term Loan Priority Collateral;


 


(xiii)        all
books and records, ledger cards, files, correspondence, including all books, databases, customer lists and records related thereto, blueprints,
technical specifications, manuals, computer software, computer printouts, tapes, disks and other electronic storage media and related
data processing software and similar items that at any time evidence or contain information relating to any of the Collateral or are otherwise
necessary or helpful in the collection thereof or realization thereupon and any General Intangibles at any time evidencing or relating
to any of the foregoing; provided that to the extent any of such material also relates to ABL Priority Collateral only that portion
related to the items referred to in the preceding clauses (i) through (xii) as being included in the Term Loan
Priority Collateral shall be included in the Term Loan Priority Collateral; and


 


(xiv)        all
cash Proceeds and, solely to the extent not constituting ABL Priority Collateral, non-cash Proceeds, products, accessions to, substitutions
or replacements for, rents and profits of or in respect of any of the foregoing (including all insurance, indemnity, guaranty and condemnation
proceeds) and all collateral security, guarantees and other collateral support given by any Person with respect to any of the foregoing.


 


“Term Loan Swap Contracts” means
the First Lien Swap Contracts and the Second Lien Swap Contracts.


 


“Term Proceeds Account”
means any Deposit Account holding solely the Proceeds of Term Loan Priority Collateral.


 


“Trade Secrets”
means, all trade secrets and all confidential and proprietary information, including know-how, manufacturing and production processes
and techniques, inventions, research and development information, technical data, financial, marketing and business data, pricing and
cost information, business and marketing plans, and customer and supplier lists and information, formulae, parts, diagrams, drawings,
specifications, blue prints, lists of materials, and production manuals.


 






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“Trademark”
means (i) all United States, state and foreign trademarks, service marks, trade names, corporate names, company names, business names,
fictitious business names, trade dress, trade styles, logos, or other indicia of origin or source identification, Internet domain
names, trademark and service mark registrations, designs and general intangibles of like nature, and applications for trademark or service
mark registrations and any renewals thereof and (ii) the goodwill of the business connected with the use of, and symbolized by, each
of the above.


 


“Trademark Licenses”
means any written agreement naming any Obligor as licensor or licensee, providing for the granting by or to any Obligor of any right in
or to any Trademark.


 


“UCC” means the Uniform Commercial
Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.


 


1.2           Terms
Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires
otherwise:


 


(a)           any
definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time permitted to be Refinanced or replaced in accordance with the terms hereof, in each case to the
extent so Refinanced or replaced;


 


(b)           any
reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;


 


(c)           the
words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof;


 


(d)           all
references herein to Sections, clauses or paragraphs shall be construed to refer to Sections, clauses or paragraphs of this Agreement,
unless otherwise specified;


 


(e)           any
reference to any law or regulation shall (i) include all statutory and regulatory provisions consolidating, amending, replacing,
interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time; and


 


(f)            the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract rights.


 






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Notwithstanding anything to the contrary set forth in this Agreement,
any reference herein to the ABL Financing Documents, the ABL Documents, the ABL Credit Agreement or any other ABL Document individually
“as in effect on the date hereof,” “as in effect on the date entered into” or words of similar meaning shall include
a reference to any amendment or other modification of any such document that has been made in accordance with, or with respect to any
matters that are not prohibited by, Section 5.3(a); provided that any statement herein to the effect that a capitalized
term shall have the meaning as defined in an ABL Document “as in effect on the date hereof,” “as in effect on the date
entered into” (or words of similar meaning) shall not include any changes to such term, if any, contained in any such amendment
or modification. Notwithstanding anything to the contrary set forth in this Agreement, any reference herein to the Term Loan Financing
Documents or any of the other Term Loan Documents individually “as in effect on the date hereof,” “as in effect on the
date entered into” or words of similar meaning shall include a reference to any amendment or other modification of any such document
that has been made in accordance with, or with respect to any matters that are not prohibited by, Section 5.3(a); provided
that any statement herein to the effect that a capitalized term shall have the meaning as defined in a Term Loan Document “as in
effect on the date hereof,” “as in effect on the date entered into” (or words of similar meaning) shall not include
any changes to such term, if any, contained in any such amendment or modification.


 


1.3           Cap
Amount. For avoidance of doubt, it is understood and agreed that any increase
in the aggregate Indebtedness for borrowed money constituting principal outstanding under the ABL Documents and the Term Loan Documents
(in each case, including in any Refinancing thereof) after the date of the original incurrence or issuance of such Indebtedness solely
as a result of a fluctuation in the exchange rate of the currency in which such Indebtedness is denominated shall be ignored for purposes
of determining compliance with the ABL Cap Amount and the Term Loan Cap Amount, and any such incremental Indebtedness attributable to
any such currency fluctuation shall be deemed to be an ABL Obligation or a Term Loan Obligation, as applicable, for all purposes hereof.


 


SECTION 2.     Lien
Priorities.


 


2.1           Relative
Priorities. Notwithstanding the date, time, method, manner or order of grant, attachment, recordation or perfection of any
Liens on the Collateral securing the ABL Obligations or of any Liens on the Collateral securing the Term Loan Obligations, and notwithstanding
any provision of the UCC or any other applicable law, or the ABL Documents or the Term Loan Documents, or any defect or deficiencies in,
or failure to perfect or lapse in perfection of, or avoidance as a fraudulent conveyance or otherwise of, the Liens securing any of the
Obligations or any other circumstance whatsoever, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against
any Obligor, each Collateral Agent, on behalf of itself and its Related Claimholders, hereby agrees that:


 


(a)           any
Lien on the ABL Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of the ABL Credit Agreement Collateral
Agent, any other ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute
(including any judgment lien), operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the
ABL Priority Collateral securing any of the Term Loan Obligations;


 


(b)           any
Lien on the ABL Priority Collateral securing any Term Loan Obligations now or hereafter held by or on behalf of any Term Loan Collateral
Agent, any other Term Loan Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute
(including any judgment lien), operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens
on the ABL Priority Collateral securing any of the ABL Obligations;


 


(c)           all
Liens on the ABL Priority Collateral securing any ABL Obligations shall be and remain senior in all respects and prior to all Liens on
the ABL Priority Collateral securing any Term Loan Obligations for all purposes, whether or not such Liens securing any ABL Obligations
are subordinated to any Lien on the ABL Priority Collateral securing any other obligation of the Obligors or any other Person;


 






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(d)           any
Lien on the Term Loan Priority Collateral securing any Term Loan Obligations now or hereafter held by or on behalf of any Term Loan Collateral
Agent, any other Term Loan Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute
(including any judgment lien), operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the
Term Loan Priority Collateral securing any of the ABL Obligations;


 


(e)           any
Lien on the Term Loan Priority Collateral securing any ABL Obligations now or hereafter held by or on behalf of the ABL Credit Agreement
Collateral Agent, any other ABL Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession,
statute (including any judgment lien), operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to
all Liens on the Term Loan Priority Collateral securing any of the Term Loan Obligations; and


 


(f)            all
Liens on the Term Loan Priority Collateral securing any Term Loan Obligations shall be and remain senior in all respects and prior to
all Liens on the Term Loan Priority Collateral securing any ABL Obligations for all purposes, whether or not such Liens securing any Term
Loan Obligations are subordinated to any Lien on the Term Loan Priority Collateral securing any other obligation of the Obligors or any
other Person.


 


2.2           Prohibition
on Contesting Liens. The ABL Credit Agreement Collateral Agent, for itself and on behalf of its Related Claimholders, and each
Term Loan Collateral Agent, for itself and on behalf of its Related Claimholders, agrees that it and its Related Claimholders will not
(and each hereby waives any right to) directly or indirectly contest or challenge, or support any other Person in contesting or challenging,
in any proceeding (including any Insolvency or Liquidation Proceeding), (i) the validity or enforceability of any ABL Document or
any Term Loan Document, or any ABL Obligation or any Term Loan Obligation, (ii) the existence, validity, perfection, priority or
enforceability of the Liens securing any ABL Obligations or any Term Loan Obligations or (iii) the relative rights and duties of
the ABL Claimholders or the Term Loan Claimholders granted and/or established in this Agreement or any Collateral Document with respect
to such Liens; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Senior Collateral
Agent or any other Senior Claimholder to enforce this Agreement or to exercise any of its remedies or rights hereunder, including the
provisions of this Agreement relating to the priority of the Liens on the Collateral in which a Senior Claimholder has a Senior Lien securing
the Senior Obligations as provided in Sections 2.1 and 3.1.


 


2.3           No
New Liens. Subject to Section 2.6 and Section 6 hereof, the parties hereto agree that, so long as neither
the Discharge of ABL Obligations nor the Discharge of Term Loan Obligations has occurred, (a) none of the Obligors shall grant or
permit any additional Liens on any asset or property of any Obligor to secure any ABL Obligation unless it has granted, or concurrently
therewith grants, through documentation in form and substance satisfactory to the Directing Term Loan Collateral Agent, a Lien on such
asset or property of such Obligor to secure the Term Loan Obligations; and (b) none of the Obligors shall grant or permit any additional
Liens on any asset or property of any Obligor to secure any Term Loan Obligation unless it has granted, or concurrently therewith grants,
through documentation in form and substance satisfactory to the ABL Credit Agreement Collateral Agent, a Lien on such asset or property
of such Obligor to secure the ABL Obligations. Subject to Section 2.6 and Section 6, so long as neither the Discharge
of ABL Obligations nor the Discharge of Term Loan Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has
been commenced by or against any of the Obligors, the parties hereto agree that if any Claimholder shall acquire or hold any Lien on any
assets of any Obligor securing any Obligation which assets are not also subject to the Lien of the other Claimholders under the other
Collateral Documents, then, without limiting any other rights and remedies available to any Collateral Agent or the other Claimholders,
the applicable Collateral Agent holding such Lien, on behalf of itself and its Related Claimholders, agrees that any amounts received
by or distributed to any of them pursuant to or as a result of Liens so granted shall be subject to Section 4.2.


 






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2.4           Similar
Liens and Agreements. In furtherance of Sections 2.3 and 8.9, the ABL Credit Agreement Collateral Agent, for
itself and on behalf of its Related Claimholders, and each Term Loan Collateral Agent, for itself and on behalf of its Related Claimholders,
agrees, subject to the other provisions of this Agreement:


 


(a)           upon
request by the ABL Credit Agreement Collateral Agent or the Directing Term Loan Collateral Agent, to cooperate in good faith (and to direct
their counsel to cooperate in good faith) from time to time in order to determine the specific items included in the ABL Collateral and
the Term Loan Collateral and the steps taken to perfect their respective Liens thereon and the identity of the respective parties obligated
under the ABL Documents and the Term Loan Documents; and


 


(b)           that
the collateral grants contained in the documents, agreements or instruments creating or evidencing the ABL Collateral and the Term Loan
Collateral, subject to Section 5.3(c), shall be the same in all material respects.


 


2.5           Nature
of Obligations. The priorities of the Liens provided in Section 2.1 shall not be altered or otherwise affected by (a) any
Refinancing of the Senior Obligations or the Junior Obligations or (b) any action or inaction which any of the Senior Claimholders
or the Junior Claimholders may take or fail to take in respect of the Collateral. Each Junior Collateral Agent, for itself and on behalf
of its Related Claimholders, agrees and acknowledges that (i) a portion of the Senior Obligations may be revolving in nature and
that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed,
(ii) the terms of the Senior Documents and the Senior Obligations may be amended, supplemented or otherwise modified, and the Senior
Obligations, or a portion thereof, may be Refinanced from time to time and (iii) the aggregate amount of the Senior Obligations may
be increased subject to the terms herein, in each case, without notice to or consent by the Junior Collateral Agents or the Junior Claimholders
and without affecting the provisions hereof, except as otherwise expressly set forth herein. As between the Parent Borrower and the other
Obligors and the Junior Claimholders, the foregoing provisions will not limit or otherwise affect the obligations of the Parent Borrower
and the Obligors contained in any Junior Document with respect to the incurrence of additional Senior Obligations.


 


2.6           Certain
Cash Collateral. Notwithstanding anything in this Agreement or any other ABL Document or Term Loan Document to the contrary,
Collateral consisting of cash and cash equivalents pledged to secure (i) ABL Obligations under any ABL Financing Document consisting
of reimbursement obligations in respect of ABL Letters of Credit issued thereunder, (ii) ABL Obligations in respect of ABL Swap Contracts
to the extent permitted by the ABL Documents and the Term Loan Documents, (iii) Term Loan Obligations under any Term Loan Financing
Document consisting of reimbursement obligations in respect of First Lien Letters of Credit issued thereunder, (iv) Term Loan Obligations
in respect of Term Loan Swap Contracts to the extent permitted by the ABL Documents and the Term Loan Documents, (v) fronting exposure
with respect to reimbursement obligations of “defaulting lenders” under any ABL Financing Document or Term Loan Financing
Document, as applicable, (vi) any prepayments to be made in the future and posted to avoid breakage under any ABL Financing Document
or Term Loan Financing Document, as applicable, (vii) ABL Obligations under ABL Banking Services Agreements to the extent permitted
by the ABL Documents and the Term Loan Documents and (viii) Term Loan Obligations under First Lien Banking Services Agreements or
Second Lien Banking Services Agreements to the extent permitted by the ABL Documents and the Term Loan Documents, in each case shall be
applied as specified in the relevant ABL Documents, the relevant Term Loan Document, the relevant ABL Swap Contract, the relevant Term
Loan Swap Contract and/or the relevant ABL Banking Services Agreement, as applicable, and will not constitute Collateral hereunder.


 






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2.7           [Reserved].


 


2.8           Tracing
of Proceeds. The ABL Credit Agreement Collateral Agent, for itself and on behalf of the ABL Claimholders, and each Term Loan
Collateral Agent for itself and on behalf of its Related Claimholders, agree that prior to an issuance of any notice of any Enforcement
Action by such Collateral Agent or any of its Related Claimholders to each other Collateral Agent (unless a bankruptcy or insolvency “Event
of Default” then exists under any Financing Document), any proceeds of Collateral, whether or not deposited in Deposit Accounts
subject to control agreements, which are used by any Obligor to acquire other property which is Collateral shall not (solely as between
the Collateral Agents and the Claimholders) be treated as Proceeds of Collateral for purposes of determining the relative priorities in
the Collateral which was so acquired. Notwithstanding anything to the contrary contained in this Agreement or any Term Loan Document,
unless and until the Discharge of ABL Obligations occurs, if an Insolvency or Liquidation Proceeding is commenced with respect to any
of the Obligors, or a notice of an Enforcement Action is delivered by the Directing Term Loan Collateral Agent to the ABL Credit Agreement
Collateral Agent, the ABL Credit Agreement Collateral Agent is hereby permitted to deem all collections and payments deposited in any
Deposit Account or Securities Account (for the avoidance of doubt other than any Term Proceeds Account) to be Proceeds of ABL Priority
Collateral and each Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, consents to the application
of such funds to the ABL Obligations, and no such funds credited to such account shall be subject to disgorgement or be deemed to be held
in trust by the ABL Credit Agreement Collateral Agent for the benefit of any Term Loan Collateral Agent or any other Term Loan Claimholder;
provided that with respect to any such funds that are identifiable proceeds of Term Loan Priority Collateral credited to any such account,
with respect to which funds the ABL Credit Agreement Collateral Agent has received a Term Cash Proceeds Notice prior to the application
of such funds by the ABL Credit Agreement Collateral Agent to the ABL Obligations, the ABL Credit Agreement Collateral Agent shall turn
over any such misdirected proceeds of the Term Loan Priority Collateral to the Directing Term Loan Collateral Agent.


 






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SECTION 3.     Enforcement.


 


3.1           Exercise
of Remedies.


 


(a)           Until
the Discharge of Senior Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against
any of the Obligors, each of the Junior Collateral Agents, for itself and on behalf of its Related Claimholders, hereby agrees that it
and its Related Claimholders:


 


(1)           will
not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral in which a Junior Claimholder
has a Junior Lien or institute or commence, or join with any Person in instituting or commencing, any other Enforcement Action or any
other action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution
and any Insolvency or Liquidation Proceeding); provided that the Directing Junior Collateral Agent may (as between the Term Loan
Collateral Agents, subject to the First Lien/Second Lien Intercreditor Agreement) commence an Enforcement Action or otherwise exercise
any or all such rights or remedies after the passage of a period of at least 180 days since the Directing Senior Collateral Agent shall
have received notice from the Directing Junior Collateral Agent with respect to the acceleration by the relevant Junior Claimholders of
the maturity of all then outstanding Junior Obligations (and requesting that Enforcement Action be taken with respect to the Collateral
in which a Junior Claimholder has a Junior Lien) so long as the applicable “event of default” shall not have been cured or
waived (or the applicable acceleration rescinded) (the “Standstill Period”); provided, further
that notwithstanding anything herein to the contrary, in no event shall the Junior Collateral Agents or any other Junior Claimholders
exercise any rights or remedies with respect to any Collateral in which a Junior Claimholder has a Junior Lien or institute or commence,
or join with any Person in instituting or commencing, any other Enforcement Action with respect to such Collateral or any other action
or proceeding with respect to such rights or remedies, if, notwithstanding the expiration of the Standstill Period, either (A) the
Directing Senior Collateral Agent or any other Senior Claimholder shall have commenced and be diligently pursuing (or shall have sought
or requested and be diligently pursuing relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation
Proceeding to enable the commencement and the pursuit of) an Enforcement Action or other exercise of their rights or remedies in each
case with respect to all or any material portion of such Collateral (with any determination of which such Collateral to proceed against,
and in what order, to be made by the Directing Senior Collateral Agent or such Senior Claimholders in their reasonable judgment) or (B) any
of the Obligors is then a debtor in any Insolvency or Liquidation Proceeding;


 


(2)           will
not contest, protest or object to any Enforcement Action brought by the Senior Collateral Agent or any other Senior Claimholder or any
other exercise by the Senior Collateral Agent or any other Senior Claimholder of any rights and remedies relating to the Collateral in
which a Senior Claimholder has a Senior Lien under the Senior Documents or otherwise;


 


(3)           subject
to their rights under clause (a)(1) above, will not object to the forbearance by the Senior Collateral Agent or the other
Senior Claimholders from bringing or pursuing any Enforcement Action or any other exercise of any rights or remedies relating to any Collateral
in which a Senior Claimholder has a Senior Lien, in each case so long as any proceeds received by the Senior Collateral Agent with respect
to such Collateral in excess of those necessary to achieve a Discharge of Senior Obligations are distributed in accordance with Section 4.1;
and


 


(4)           will
not take or receive any Collateral in which a Senior Claimholder has a Senior Lien, or any proceeds of or payment with respect to any
such Collateral, in connection with any Enforcement Action or any other exercise of any right or remedy with respect to any such Collateral
or any Insolvency or Liquidation Proceeding in its capacity as a creditor or in connection with any insurance policy award or any award
in a condemnation or similar proceeding (or deed in lieu of condemnation) with respect to any such Collateral, in each case unless and
until the Discharge of Senior Obligations has occurred, except, (x) as between the First Lien Credit Agreement Collateral Agent and
the Second Lien Notes Collateral Agent, as expressly permitted by the First Lien/Second Lien Intercreditor Agreement and (y) in connection
with any foreclosure expressly permitted by Section 3.1(a)(1) to the extent such Junior Collateral Agent and its Related
Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.1.


 






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Without limiting the generality of the foregoing,
until the Discharge of Senior Obligations has occurred, except as expressly provided in Sections  3.1(a)(1), 3.1(c) and
6.3(b), the sole right of each Junior Collateral Agent and the other Junior Claimholders with respect to any Collateral in which
a Junior Claimholder has a Junior Lien (other than inspection, monitoring, reporting and similar rights provided for in the Junior Financing
Documents) is to hold a Lien on such Collateral pursuant to the Junior Collateral Documents for the period and to the extent granted therein
and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Obligations has occurred.


 


For the avoidance of doubt, nothing contained in
this Agreement shall prohibit (i) the exercise of rights by the ABL Credit Agreement Collateral Agent during a Dominion Period (as
defined in the ABL Credit Agreement), including the notification of depository institutions or any other person to deliver proceeds of
ABL Priority Collateral to the ABL Credit Agreement Collateral Agent, (ii) the reduction of advance rates or sub-limits by the ABL
Credit Agreement Collateral Agent or (iii) the imposition of any Reserve (as defined in the ABL Credit Agreement) by the ABL Credit
Agreement Collateral Agent.


 


(b)           Until
the Discharge of Senior Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against
any Obligor, subject to Sections 3.1(a)(1), 3.1(c) and 6.3(b), the Senior Collateral Agents and the other
Senior Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise exercise any rights and
remedies with respect to the Collateral in which a Senior Claimholder has a Senior Lien (including set-off, recoupment and the right to
“credit bid” their debt, except that the Junior Collateral Agents shall have the “credit bid” rights set forth
in Section 3.1(c)(6)), and make determinations regarding the release or Disposition of, or restrictions with respect to, such
Collateral in connection with any such Enforcement Action or other exercise of rights and remedies with respect to such Collateral, in
each case without any consultation with or the consent of any Junior Collateral Agent or any other Junior Claimholder; provided
that any proceeds received by any Senior Collateral Agent on account of such Collateral in excess of those necessary to achieve a Discharge
of Senior Obligations are distributed in accordance with Section 4.1. In commencing or maintaining any Enforcement Action
or otherwise exercising rights and remedies with respect to any Collateral in which a Senior Claimholder has a Senior Lien, the Senior
Collateral Agents and the other Senior Claimholders may enforce the provisions of the Senior Documents and exercise rights and remedies
thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any
applicable law and without consultation with any Junior Collateral Agent or any other Junior Claimholder and regardless of whether any
such exercise is adverse to the interest of any Junior Claimholder. Such exercise and enforcement shall include the rights of an agent
appointed by the Senior Claimholders to sell or otherwise Dispose of Collateral in which a Senior Claimholder has a Senior Lien upon foreclosure,
to incur expenses in connection with such sale or other Disposition, and to exercise all the rights and remedies of a secured creditor
under the UCC or other applicable law and of a secured creditor under Debtor Relief Laws of any applicable jurisdiction.


 


(c)           Notwithstanding
the foregoing, each Junior Collateral Agent and any other Junior Claimholder may:


 


(1)           file
a claim, proof of claim or statement of interest with respect to the Junior Obligations; provided that an Insolvency or Liquidation
Proceeding has been commenced by or against any of the Obligors;


 


(2)           take
any action in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral in which a Junior Claimholder
has a Junior Lien to the extent (A) not adverse to the priority status of the Liens on such Collateral securing the Senior Obligations,
or the rights of any Senior Collateral Agent or the other Senior Claimholders to exercise rights and remedies in respect thereof, and
(B) not otherwise inconsistent with the terms of this Agreement, including the automatic release of Liens provided in Section 5.1;


 



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(3)           file
any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading
made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior Claimholders, including any claims or
Liens secured by the Collateral in which a Junior Claimholder has a Junior Lien, if any, in each case to the extent not inconsistent with
the terms of this Agreement;


 


(4)           vote
on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments
and motions with respect to the Junior Obligations and the Collateral in which a Junior Claimholder has a Junior Lien that are, in each
case, in accordance with the terms of this Agreement; provided that (A) no filing of any claim or vote, or pleading relating
to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or
any other document, agreement or proposal similar to the foregoing by any Junior Collateral Agent or any other Junior Claimholder in respect
of such Collateral may be inconsistent with the terms of this Agreement and (B) neither any Junior Collateral Agent nor any
other Junior Claimholder shall propose, vote to accept, or otherwise support a plan of reorganization that is inconsistent with the terms
of this Agreement with respect to treatment of such Collateral;


 


(5)           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 3.1(a)(1); and


 


(6)           bid
for or purchase any Collateral in which a Junior Claimholder has a Junior Lien at any public, private or judicial foreclosure upon such
Collateral initiated by the Senior Collateral Agent or any other Senior Claimholder, or any sale of any such Collateral during an Insolvency
or Liquidation Proceeding; provided that any such bid may not include a “credit bid” in respect of any Junior Obligations
unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of Senior Obligations.


 


(d)           Subject
to Sections 3.1(a)(1), 3.1(c) and 6.3(b) each Junior Collateral Agent, for itself and on behalf of
its Related Claimholders:


 


(1)           agrees
that it and its Related Claimholders will not take any action that would hinder, delay, limit or prohibit any exercise of rights or remedies
under the Senior Documents or is otherwise prohibited hereunder with respect to any Collateral in which a Junior Claimholder has a Junior
Lien, including any collection or Disposition of any such Collateral, whether by foreclosure or otherwise, or that would limit, invalidate,
avoid or set aside any Lien securing any Senior Obligations or any Senior Collateral Document or subordinate the priority of the Senior
Obligations to the Junior Obligations with respect to such Collateral or grant the Liens on such Collateral securing the Junior Obligations
equal ranking to the Liens securing the Senior Obligations;


 


(2)           hereby
waives any and all rights it or its Related Claimholders may have as a junior Lien creditor or otherwise (whether arising under the UCC
or under any other law) to object to the manner in which the Senior Collateral Agents or the other Senior Claimholders seek to enforce
or collect the Senior Obligations or the Liens securing the Senior Obligations with respect to the Collateral in which a Junior Claimholder
has a Junior Lien, regardless of whether any action or failure to act by or on behalf of any Senior Collateral Agent or any other Senior
Claimholders is adverse to the interest of any Junior Claimholders with respect to such Collateral; and


 






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(3)           hereby
acknowledges and agrees that no covenant, agreement or restriction contained in the Junior Collateral Documents or any other Junior Document
shall be deemed to restrict in any way the rights and remedies of any Senior Collateral Agent or the other Senior Claimholders with respect
to the Collateral in which a Junior Claimholder has a Junior Lien as set forth in this Agreement and the Senior Documents.


 


(e)           The
Junior Collateral Agents and the other Junior Claimholders may exercise rights and remedies as unsecured creditors against the Obligors
that have guaranteed or granted Liens to secure the Junior Obligations in accordance with the terms of the Junior Documents and applicable
law (other than initiating or joining in an involuntary case or proceeding under any Debtor Relief Law with respect to any Obligor, prior
to the termination of the Standstill Period; provided that (i) any such exercise shall not be inconsistent with the terms
of this Agreement (including Sections 2.2 and 6) and (ii) in the event that any Junior Claimholder becomes a judgment
Lien creditor in respect of any Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Junior
Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Senior
Obligations) as the other Liens securing the Junior Obligations are subject to this Agreement. Nothing in this Agreement shall prohibit
the receipt by any Junior Collateral Agent or Junior Claimholder of the required payments of principal, premium, interest, fees and other
amounts due under the Junior Documents so long as such receipt is not the direct or indirect result of the exercise by a Junior Collateral
Agent or other Junior Claimholder of rights or remedies as a secured creditor in respect of Collateral in which a Junior Claimholder has
a Junior Lien.


 


3.2           Agreement
among Term Loan Claimholders. Each Term Loan Collateral Agent, on behalf of itself and its Related Claimholders, solely as among themselves
in such capacity and solely for their mutual benefit, hereby agrees that the Term Loan Collateral Agent designated as the Directing Term
Loan Collateral Agent shall have the sole right and power, as among the Term Loan Collateral Agents and the other Term Loan Claimholders,
to take and direct any right or remedy with respect to Term Loan Priority Collateral in accordance with the terms of this Agreement, the
relevant Term Loan Collateral Documents and any other intercreditor agreement among the Directing Term Loan Collateral Agent and each
other Term Loan Collateral Agent. The Directing Term Loan Collateral Agent shall be entitled to the benefit of all the exculpatory, indemnity
and reimbursement provisions set forth in any Term Loan Document for the benefit of any “administrative agent” or “collateral
agent” (or any other agent or similar representative) with respect to any exercise by the Directing Term Loan Collateral Agent of
any of the rights or remedies under this Agreement, including any such exercise of any right or remedy with respect to any Term Loan Priority
Collateral, or any other action or inaction by it in its capacity as the Directing Term Loan Collateral Agent.


 


SECTION 4.     Payments.


 


4.1           Application
of Proceeds. So long as the Discharge of Senior Obligations has not occurred, whether or not any Insolvency or Liquidation
Proceeding has been commenced by or against any Obligor, any Collateral in which a Senior Claimholder has a Senior Lien or any Proceeds
(whether in cash or otherwise) thereof received in connection with any Enforcement Action or other exercise of rights or remedies by any
Senior Collateral Agent or the other Senior Claimholders with respect to such Collateral (including any Disposition referred to in Section 5.1)
or any Insolvency or Liquidation Proceeding, shall be applied by the Senior Collateral Agent to the Senior Obligations in accordance with
the terms of the Senior Documents, including any other intercreditor agreement among the Senior Collateral Agents. Upon the Discharge
of Senior Obligations, the Senior Collateral Agent shall deliver to the Directing Junior Collateral Agent any remaining Collateral in
which a Senior Claimholder has a Senior Lien and Proceeds thereof then held by it in the same form as received, with any necessary endorsements
(such endorsements shall be without recourse and without representation or warranty) to the Directing Junior Collateral Agent, or as a
court of competent jurisdiction may otherwise direct, to be applied by the Junior Collateral Agents to the Junior Obligations in accordance
with the terms of the Junior Documents, including any intercreditor agreement among the Junior Collateral Agents.


 






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4.2           Payments
Over.


 


(a)           So
long as the Discharge of Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced
by or against any Obligor, any Collateral in which a Senior Claimholder has a Senior Lien or Proceeds thereof (including any assets or
proceeds subject to Liens that have been avoided or otherwise invalidated (including as a result of failure to perfect or lack of perfection)),
any assets or proceeds subject to Liens referred to in Section 2.3, any amounts referred to in the last sentence of Section 6.3(b) or
any other distribution (whether or not expressly characterized as such) in respect of such Collateral (including in connection with any
Disposition of any such Collateral) received by any Junior Collateral Agent or any other Junior Claimholders in connection with any Enforcement
Action or any Insolvency or Liquidation Proceeding or other exercise of any right or remedy (including set-off or recoupment) relating
to such Collateral in contravention of this Agreement or not in accordance with Section 4.1, or received by any Junior Collateral
Agent or any other Junior Claimholders in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation)
in respect of such Collateral, in each case, shall be held in trust and forthwith paid over to the Directing Senior Collateral Agent for
the benefit of the Senior Claimholders in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction
may otherwise direct.


 


(b)           Except
as otherwise set forth in Section 6.3, so long as the Discharge of Senior Obligations has not occurred, if in any Insolvency
or Liquidation Proceeding any Junior Collateral Agent or any other Junior Claimholders shall receive any distribution of money or other
property in respect of or on account of the Collateral in which a Junior Claimholder has a Junior Lien (including any assets or proceeds
subject to Liens that have been avoided or otherwise invalidated or any amounts referred to in the last sentence of Section 6.3(b)),
such money, other property or amounts shall be held in trust and forthwith paid over to the Directing Senior Collateral Agent for the
benefit of the Senior Claimholders in the same form as received, with any necessary endorsements. Any Lien on Collateral in which a Junior
Claimholder has a Junior Lien received by any Junior Collateral Agent or any other Junior Claimholders in respect of any of the Junior
Obligations in any Insolvency or Liquidation Proceeding shall be subject to the terms of this Agreement.


 


(c)           Until
the Discharge of Senior Obligations occurs, each Junior Collateral Agent, for itself and on behalf of its Related Claimholders, hereby
irrevocably constitutes and appoints the Directing Senior Collateral Agent and any officer or agent of the Directing Senior Collateral
Agent, 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 Junior Collateral Agent or any such Junior Claimholder or in the Directing Senior Collateral Agent’s own name,
from time to time in the Directing Senior Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 4.2,
to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes
of this Section 4.2, including any endorsements or other instruments of transfer or release. This power is coupled with an
interest and is irrevocable until the Discharge of Senior Obligations.


 






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4.3           Mixed
Collateral Proceeds. Notwithstanding anything to the contrary contained above or in the definition of the ABL Priority Collateral
or Term Loan Priority Collateral, in the event that Proceeds of Collateral are received from (or are otherwise attributable to the value
of) a sale or other disposition of Collateral that involves a combination of ABL Priority Collateral and Term Loan Priority Collateral,
the portion of such Proceeds that shall be allocated as Proceeds of ABL Priority Collateral for purposes of this Agreement shall be an
amount equal to the net book value of such ABL Priority Collateral (except in the case of Accounts (as described in clause (i) of
the definition of ABL Priority Collateral, and excluding any Accounts to the extent excluded pursuant to said clause (i)) which
amount shall be equal to the face amount of such Accounts). In addition, notwithstanding anything to the contrary contained above or in
the definition of the ABL Priority Collateral or Term Loan Priority Collateral, to the extent Proceeds of Collateral are Proceeds received
from (or are otherwise attributable to the value of) the sale or disposition of all or substantially all of the capital stock of any of
the Subsidiaries of the Parent Borrower which is an Obligor, or all or substantially all of the assets of any such Subsidiary, such Proceeds
shall constitute (1) first, in an amount equal to the face amount of the Accounts (as described in clause (i) of the
definition of ABL Priority Collateral, and excluding any Accounts to the extent excluded pursuant to said clause (i)) and the net
book value of (x) the Inventory and (y) cash, Money and cash equivalents (in the case of this clause (y), other than identifiable
Proceeds of Term Loan Priority Collateral) owned by such Subsidiary at the time of such sale, ABL Priority Collateral and (2) second,
to the extent in excess of the amounts described in preceding clause (1), Term Loan Priority Collateral. In the event that amounts
are received in respect of capital stock of or intercompany loans issued to any Obligor in an Insolvency or Liquidation Proceeding, such
amounts shall be deemed to be Proceeds received from a sale or disposition of ABL Priority Collateral and Term Loan Priority Collateral
and shall be allocated as Proceeds of ABL Priority Collateral and Term Loan Priority Collateral in proportion to the ABL Priority Collateral
and Term Loan Priority Collateral owned at such time by the issuer of such capital stock.


 






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SECTION 5.     Other
Agreements.


 


5.1           Releases.


 


(a)           In
connection with any Enforcement Action by the Directing Senior Collateral Agent or any other exercise by the Directing Senior Collateral
Agent of rights or remedies in respect of the Collateral in which a Senior Claimholder has a Senior Lien (including any Disposition of
any of such Collateral by any Obligor, with the consent of the Directing Senior Collateral Agent, after the occurrence and during the
continuance of an “event of default” under the Senior Documents), in each case, prior to the Discharge of Senior Obligations,
the Directing Senior Collateral Agent is irrevocably authorized (at the cost of the Obligors in accordance with the terms of the applicable
Senior Financing Document and without any consent, sanction, authority or further confirmation from the Directing Junior Collateral Agent,
any other Junior Claimholder or any Obligor): (i) to release any of its Liens on any part of such Collateral or any other claim over
such Collateral that is the subject of such Enforcement Action, in which case the Junior Liens or any other claim over the asset that
is the subject of such Enforcement Action, if any, of any Junior Collateral Agent, for itself or for the benefit of the other Junior Claimholders,
shall be automatically, unconditionally and simultaneously released to the same extent as the Liens or other claims of the Directing Senior
Collateral Agent and each other Senior Collateral Agent are so released (and the Directing Senior Collateral Agent is irrevocably authorized
to execute and deliver or enter into any release of such Liens or claims that may, in the discretion of the Directing Senior Collateral
Agent, be considered necessary or reasonably desirable in connection with such releases); and (ii) if the Collateral that is the
subject of such Enforcement Action consists of the equity interests of any Obligor, to release (x) such Obligor and any subsidiary
of such Obligor from all or any part of its Senior Obligations, in which case such Obligor and any subsidiary of such Obligor shall be
automatically, unconditionally and simultaneously released to the same extent from its Junior Obligations (it being understood that any
Proceeds of such Enforcement Action with respect to such equity interests shall be dealt with in a manner consistent with Section 4.3),
and (y) any Liens or other claims on any assets of such Obligor and any subsidiary of such Obligor, in which case the Junior Liens
or other claims on such assets of each Junior Collateral Agent, for itself or for the benefit of its Related Claimholders, shall be automatically,
unconditionally and simultaneously released to the same extent as such Senior Liens of the Directing Senior Collateral Agent and each
other Senior Collateral Agent are so released (and the Directing Senior Collateral Agent is irrevocably authorized to execute and deliver
or enter into any release of such Liens or claims that may, in the discretion of the Directing Senior Collateral Agent, be considered
necessary or reasonably desirable in connection with such releases). Each Junior Collateral Agent, for itself or on behalf of its Related
Claimholders, promptly shall execute and deliver to the Directing Senior Collateral Agent or such Obligor such termination statements,
releases and other documents as the Directing Senior Collateral Agent or such Obligor may request to effectively confirm the foregoing
releases upon delivery to the Junior Collateral Agents of copies of such termination statements, releases and other documents used to
effect such releases with respect to the Collateral in which a Senior Claimholder has a Senior Lien securing the Senior Obligations from
a Responsible Officer of the requesting party. In the case of any Disposition of any of the Collateral in which a Senior Claimholder has
a Senior Lien that is subject to this Section 5.1(a) by the Directing Senior Collateral Agent or by any Obligor with
the consent of the Directing Senior Collateral Agent (the party so Disposing of such Collateral being called the “Disposing Party”),
the Disposing Party shall take reasonable care (as determined in the reasonable credit judgment of the Directing Senior Collateral Agent
or the reasonable business judgment of such Obligor, as the case may be) to obtain a fair market price under the prevailing market conditions
and, if the Disposing Party is an Obligor, to conduct such Disposition in a commercially reasonable manner (it being understood that the
Disposing Party shall have no obligation to postpone any such Disposition in order to achieve a higher price, and that any Disposition
approved by any bankruptcy court in any Insolvency or Liquidation Proceeding shall be conclusively presumed to be made at a fair market
price and to have been conducted in a commercially reasonable manner). The proceeds of any such Disposition shall be applied in accordance
with Section 4.1.


 


(b)           If
in connection with any sale, lease, exchange, transfer or other disposition (collectively, a “Disposition”) of any
Collateral by any Obligor permitted under the terms of both the Senior Financing Documents and the Junior Financing Documents (other than
in connection with an Enforcement Action or other exercise of any Collateral Agent’s rights or remedies in respect of the Collateral,
which shall be governed by Section 5.1(a) above), the Directing Senior Collateral Agent or any other Senior Collateral
Agent, for itself or on behalf of any of the other Senior Claimholders, releases any of its Liens on any part of the Collateral in which
a Senior Claimholder has a Senior Lien, or releases any Obligor from its obligations under its guaranty of the Senior Obligations, in
each case other than in connection with, or following, the Discharge of Senior Obligations, then the Liens, if any, of each Junior Collateral
Agent, for itself or for the benefit of its Related Claimholders, on such Collateral, and the obligations of such Obligor under its guaranty
of the Junior Obligations, shall be automatically, unconditionally and simultaneously released; provided that such release by such
Junior Collateral Agent, for itself or for the benefit of its Related Claimholders, shall not extend to or otherwise affect any of the
rights of the Junior Claimholders to the proceeds from any such Disposition. Each Junior Collateral Agent, for itself or on behalf of
its Related Claimholders, promptly shall execute and deliver to the Directing Senior Collateral Agent or such Obligor such termination
statements, releases and other documents as the Directing Senior Collateral Agent or such Obligor may request to effectively confirm the
foregoing releases upon delivery to the Junior Collateral Agents of copies of such termination statements, releases and other documents
used to effect such release with respect to the Collateral in which a Senior Claimholder has a Senior Lien securing the Senior Obligations
from a Responsible Officer of the Parent Borrower or the Directing Senior Collateral Agent and an officer’s certificate of a Responsible
Officer of the requesting party stating that such disposition has been consummated in compliance with the terms of the Junior Financing
Documents.


 






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(c)           Until
the Discharge of Senior Obligations occurs, each Junior Collateral Agent, for itself and on behalf of its Related Claimholders, hereby
irrevocably constitutes and appoints the Directing Senior Collateral Agent and any officer or agent of the Directing Senior Collateral
Agent, 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 Junior Collateral Agent or such Junior Claimholders or in the Directing Senior Collateral Agent’s own name, from
time to time in the Directing Senior Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1,
to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes
of this Section 5.1, including any endorsements or other instruments of transfer or release. This power is coupled with an
interest and is irrevocable until the Discharge of Senior Obligations.


 


(d)           Until
the Discharge of Senior Obligations occurs, to the extent that any Senior Collateral Agent or the other Senior Claimholders (i) have
released any Lien on Collateral in which a Senior Claimholder has a Senior Lien or any Obligor from its obligation under its guaranty
and any such Liens or guaranty are later reinstated or (ii) obtain any additional guarantees from any Obligor or any Domestic Subsidiary
(as defined in the ABL Credit Agreement or First Lien Credit Agreement, as applicable) of the Parent Borrower, then each Junior Collateral
Agent, for itself and on behalf of its Related Claimholders, shall be granted an additional Lien on such Collateral or guaranty from such
Obligor, as applicable.


 


5.2           Insurance
and Condemnation Awards. Until the Discharge of Senior Obligations has occurred, the Directing Senior Collateral Agent (acting
at the direction of, or pursuant to authority granted by, the Required Senior Claimholders) shall have the sole and exclusive right, subject
to the rights of the Obligors under the Senior Financing Documents, to settle or adjust claims over any insurance policy covering the
Collateral in which a Senior Claimholder has a Senior Lien (including in respect of business interruption insurance) in the event of any
loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting
such Collateral. Until the Discharge of Senior Obligations has occurred, and subject to the rights of the Obligors under the Senior Financing
Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) in respect
of the Collateral in which a Senior Claimholder has a Senior Lien shall be paid to the Directing Senior Collateral Agent for the benefit
of the Senior Claimholders pursuant to the terms of the Senior Documents, including any other intercreditor agreement among the Senior
Collateral Agents (including, without limitation, for purposes of cash collateralization of commitments, letters of credit constituting
Senior Obligations and obligations under Swap Contracts governing any First Lien Secured Swap Obligations or Second Lien Secured Swap
Obligations constituting Senior Obligations) and thereafter, if the Discharge of Senior Obligations has occurred, and subject to the rights
of the Obligors under the Junior Financing Documents, to the Directing Junior Collateral Agent for the benefit of the Junior Claimholders
to the extent required under the Junior Collateral Documents, and thereafter, if the Discharge of the Junior Obligations has occurred,
to the owner of the subject property, as directed by the Parent Borrower or as a court of competent jurisdiction may otherwise direct.
Until the Discharge of Senior Obligations has occurred, if any Junior Collateral Agent or any other Junior Claimholders shall, at any
time, receive any proceeds of any such insurance policy or any such award or payment in respect of Collateral in which a Senior Claimholder
has a Senior Lien in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such proceeds over to the
Directing Senior Collateral Agent in accordance with the terms of Section 4.2.


 






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5.3           Amendments
to Financing Documents.


 


(a)           Subject
to, in the case of the Term Loan Documents, the First Lien/Second Lien Intercreditor Agreement and any other intercreditor agreement among
the Term Loan Claimholders, Financing Documents may be amended, restated, amended and restated, supplemented or otherwise modified in
accordance with their terms, and the Financing Documents and any Obligations thereunder may be Refinanced, in each case, without notice
to, or the consent of any Collateral Agent or any other Claimholder, all without affecting the Lien subordination or other provisions
of this Agreement; provided that the holders of such Refinancing debt bind themselves in a writing addressed to the Collateral
Agents and the other Claimholders to the terms of this Agreement or another intercreditor agreement that is reasonably satisfactory to
the Collateral Agents, and any such amendment, restatement, amendment and restatement, supplement, modification or Refinancing shall not
contravene the provisions of this Agreement or any other Financing Document.


 


(b)           [Reserved.]


 


(c)           In
the event that any Senior Collateral Agent enters into any amendment, restatement, amendment and restatement, supplement or other modification
in respect of or replaces any of the Senior Collateral Documents for purposes of adding to, or deleting from, or waiving or consenting
to any departures from any provisions of any Senior Collateral Document or changing in any manner the rights of the applicable Senior
Collateral Agent, the Senior Claimholders, or any Obligor thereunder, in each case in respect of the Collateral in which a Senior Claimholder
has a Senior Lien (including the release of any Liens on such Collateral securing the Senior Obligations), then such amendment, restatement,
amendment and restatement, supplement or other modification in a manner that is applicable to all Senior Claimholders and all Senior Obligations
shall apply automatically to any comparable provisions of each Comparable Junior Collateral Document without the consent of any Junior
Collateral Agent, Junior Claimholder or any Obligor; provided, however that (1) such amendment, restatement, amendment
and restatement, supplement or other modification does not (A) remove assets subject to any Liens on the Collateral securing any
of the Junior Obligations or release any such Liens, except to the extent such release is permitted or required by Section 5.1
and provided there is a concurrent release of the corresponding Liens securing the Senior Obligations, (B) affect the rights or duties
of any Junior Collateral Agent without its consent or (C) otherwise materially adversely affect the rights of the applicable Junior
Claimholders or the interest of the applicable Junior Claimholders in such Collateral and not the Senior Collateral Agent or the Senior
Claimholders that have a Senior Lien on the affected Collateral in a like manner, and (2) written notice of such amendment, restatement,
amendment and restatement, supplement or other modification shall have been given to each Junior Collateral Agent within ten (10) Business
Days of the effectiveness thereof (it being understood that the failure to deliver such notice shall not impair the effectiveness of any
such amendment, restatement, amendment and restatement, supplement or other modification).


 


5.4           Confirmation
of Subordination in Collateral Documents. (a) Each Term Loan Collateral Agent, on behalf of itself and its Related Claimholders,
agrees that (x) the First Lien Credit Agreement and each other applicable First Lien Financing Document shall include the language
in clause (i) below (y) the Second Lien Notes Indenture and each other applicable Second Lien Financing Document shall include
the language in clause (ii) below and (z) each Term Loan Collateral Document shall include the language in clause (iii) below
(or, in each case, language to similar effect approved by the ABL Credit Agreement Collateral Agent):


 


(i)    “Each
lender hereunder (a) acknowledges that it has received a copy of the Intercreditor Agreements, (b) agrees that it will be bound
by and will take no actions contrary to the provisions of the Intercreditor Agreements and (c) authorizes and instructs the administrative
agent or collateral agent (or similar agent) hereunder to enter into Intercreditor Agreements as agent and on behalf of such lender. The
foregoing provisions are intended as an inducement to the lenders under the ABL Loan Documents, the holders of notes issued pursuant to
the Second Lien Notes Indenture and any documentation governing other parity liens or junior lien Indebtedness permitted to be incurred
hereunder to extend credit to the Parent Borrower and such lenders and holders are intended third-party beneficiaries of such provisions.
In the event of any conflict or inconsistency between the provisions of any Intercreditor Agreement and this Agreement, the provisions
of such Intercreditor Agreement shall control. Notwithstanding anything to the contrary set forth herein or in any other Loan Document,
prior to the payment in full of the ABL Obligations to the extent that any Loan Party is required to give physical possession over any
Collateral (other than Term Loan Priority Collateral) to the Administrative Agent under this Agreement or the other Loan Documents, such
requirement to give possession shall be satisfied if such Collateral is delivered to and held by the ABL Agent pursuant to the ABL Intercreditor
Agreement or any other applicable Intercreditor Agreement entered into after the Closing Date.”


 






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(ii)   “Each
Holder, by accepting a Note, (a) acknowledges that it has received a copy of each Intercreditor Agreement, (b) agrees that it
will be bound by and will take no actions contrary to the provisions of each Intercreditor Agreement, (c) authorizes and instructs
the collateral agent (or similar agent) hereunder to enter into each Intercreditor Agreement as agent and on behalf of such Holder and
(d) if such Intercreditor Agreement subordinates the Liens securing the [Obligations], hereby consents to such subordination on the
terms set forth in such Intercreditor Agreement. The foregoing provisions are intended as an inducement to the [Applicable Secured Parties]
to extend credit to the Parent Borrower and such [Applicable Secured Parties] are intended third-party beneficiaries of such provisions.
In the event of any conflict or inconsistency between the provisions of any Intercreditor Agreement and this Indenture, the provisions
of such Intercreditor Agreement shall control.”


 


(iii)  “Notwithstanding
anything herein to the contrary, the Liens and the Security Interest granted to the [Administrative][Collateral] Agent pursuant to this
Agreement and the exercise of any right or remedy by the [Administrative][Collateral] Agent hereunder are subject in all respects to the
provisions of the 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.”


 


(b)            The
ABL Credit Agreement Collateral Agent, on behalf of itself and its Related Claimholders, agrees that (x) the ABL Credit Agreement
shall include the language in clause (i) below and (y) each ABL Collateral Document shall include the language in clause (ii) below
(or, in each case, language to similar effect approved by the Directing Term Loan Collateral Agent):


 


(i)    “Each
Lender hereunder (a) acknowledges that it has received a copy of the ABL Intercreditor Agreement, (b) agrees that it will be
bound by and will take no actions contrary to the provisions of the ABL Intercreditor Agreement, (c) authorizes and instructs the
Administrative Agent to enter into the ABL Intercreditor Agreements as Administrative Agent and on behalf of such Lender and (d) hereby
consents to the subordination of the Liens securing the Obligations on the terms set forth in the ABL Intercreditor Agreement. The foregoing
provisions are intended as an inducement to the lenders under the [First Lien Loan Documents] and the [Second Lien Loan Documents] to
extend credit to the Loan Parties and such lenders are intended third-party beneficiaries of such provisions. In the event of any conflict
or inconsistency between the provisions of the ABL Intercreditor Agreement and this Agreement, the provisions of the ABL Intercreditor
Agreement shall control.”


 


(ii)   “Notwithstanding
anything herein to the contrary, the Liens and the Security Interest granted to the Administrative Agent pursuant to this Agreement and
the exercise of any right or remedy by the Administrative Agent hereunder are subject in all respects to the provisions of the ABL Intercreditor
Agreement. In the event of any conflict between the terms of the ABL Intercreditor Agreement and this Agreement, the terms of the ABL
Intercreditor Agreement shall govern and control.”


 






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5.5           Gratuitous
Bailee/Agent for Perfection; Shared Collateral Documents.


 


(a)           Each
Collateral Agent agrees to hold that part of the Collateral that is in its possession or control (or in the possession or control of its
agents or bailees) to the extent that possession or control thereof is taken to perfect a Lien thereon under the UCC or other applicable
law (such Collateral being the “Pledged Collateral”) as gratuitous bailee on behalf of and for the benefit of each
other Collateral Agent (such bailment being intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2) and
9-313(c) of the UCC) solely for the purpose of perfecting, or improving the priority of, the security interest granted under the
Collateral Documents, subject to the terms and conditions of this Section 5.5; provided that, in the case of any such
possession or control of Collateral by any Junior Collateral Agent, the foregoing shall not be deemed to be a waiver of any restriction
set forth herein on such possession or control or of any breach by such Junior Collateral Agent of any terms of this Agreement in respect
of such possession or control.


 


(b)           Until
the Discharge of Senior Obligations has occurred, each Senior Collateral Agent shall be entitled to deal with the Pledged Collateral that
constitutes Collateral in which it has a Senior Lien in accordance with the terms of the Senior Financing Documents as if the Liens of
any Junior Collateral Agent under the Junior Collateral Documents did not exist. The rights of each Junior Collateral Agent in Collateral
in which it has a Junior Lien shall at all times be subject to the terms of this Agreement and to each Senior Collateral Agent’s
rights under the Senior Financing Documents.


 


(c)           No
Collateral Agent shall have any obligation whatsoever to any Claimholder to ensure that the Pledged Collateral is genuine or owned by
any of the Obligors or to preserve rights or benefits of any Person with respect thereto except as expressly set forth in this Section 5.5
or, in the case of any Junior Collateral Agent, the other provisions hereof (including the turnover provisions set forth in Section 4.2).
The duties or responsibilities of each Collateral Agent under this Section 5.5 shall be limited solely to holding the Pledged
Collateral as bailee in accordance with this Section 5.5 and, in the case of any Senior Collateral Agent, delivering the Pledged
Collateral to the Directing Junior Collateral Agent upon a Discharge of Senior Obligations as provided in paragraph (e) below
or, in the case of any Junior Collateral Agent, delivering the Pledged Collateral to the Directing Senior Collateral Agent in accordance
with the provisions hereof (including the turnover provisions set forth in Section 4.2).


 


(d)           Each
Collateral Agent, for itself and on behalf of its Related Claimholders, hereby waives and releases each other Collateral Agent and each
other Claimholder from all claims and liabilities arising pursuant to any Collateral Agent’s role under this Section 5.5
as gratuitous bailee and gratuitous agent with respect to the Pledged Collateral; provided that, in the case of any possession
or control of any Pledged Collateral in which a Senior Claimholder has a Senior Lien by any Junior Collateral Agent, the foregoing shall
not be deemed to be a waiver of any restriction set forth herein on such possession or control or of any breach by such Junior Collateral
Agent of any terms of this Agreement in respect of such possession or control. None of the Term Loan Collateral Agents or any other Term
Loan Claimholders shall have by reason of the Term Loan Collateral Documents, the ABL Collateral Documents, the Shared Collateral Documents,
this Agreement or any other document, a fiduciary relationship in respect of the ABL Credit Agreement Collateral Agent or any other ABL
Claimholder, and it is understood and agreed that the interests of the Term Loan Collateral Agents and the other Term Loan Claimholders,
on the one hand, and the ABL Credit Agreement Collateral Agent and the other ABL Claimholders, on the other hand, may differ and that
the Term Loan Collateral Agents and the other Term Loan Claimholders shall be fully entitled to act in their own interest without taking
into account the interests of the ABL Credit Agreement Collateral Agent or the other ABL Claimholders. Neither the ABL Credit Agreement
Collateral Agent nor any other ABL Claimholders shall have by reason of the ABL Collateral Documents, the Term Loan Collateral Documents,
the Shared Collateral Documents, this Agreement or any other document, a fiduciary relationship in respect of any Term Loan Collateral
Agent or any other Term Loan Claimholder, and it is understood and agreed that the interests of the ABL Credit Agreement Collateral Agent
and the other ABL Claimholders, on the one hand, and the Term Loan Collateral Agents and the other Term Loan Claimholders, on the other
hand, may differ and that the ABL Credit Agreement Collateral Agent and the other ABL Claimholders shall be fully entitled to act in their
own interest without taking into account the interests of the Term Loan Collateral Agents or the other Term Loan Claimholders.


 






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(e)           Upon
the Discharge of Senior Obligations, each Senior Collateral Agent shall deliver the remaining Pledged Collateral in its possession (if
any) (or proceeds thereof) together with any necessary endorsements (such endorsement shall be without recourse and without any representation
or warranty), first, to the Directing Junior Collateral Agent, to the extent the Discharge of Junior Obligations has not occurred
and second, upon the Discharge of Junior Obligations, to the Obligors to the extent no Obligations remain outstanding (in each
case, so as to allow such Person to obtain possession or control of such Pledged Collateral) or as a court of competent jurisdiction may
otherwise direct. Following the Discharge of Senior Obligations, each Senior Collateral Agent further agrees to take, at the expense of
the Obligors (which expense reimbursement shall be subject to the provisions of the applicable Senior Document), all other actions reasonably
requested by the Directing Junior Collateral Agent in connection with the Directing Junior Collateral Agent obtaining a first-priority
interest in the Pledged Collateral that is in such Senior Collateral Agent’s possession or control.


 


5.6           When
Discharge of Senior Obligations Deemed to Not Have Occurred. If, substantially concurrently with or after the Discharge of
Senior Obligations having occurred, the Parent Borrower or any other Obligor enters into any Refinancing of any Senior Financing Document
evidencing a Senior Obligation, which Refinancing is permitted hereby and by the terms of the Junior Financing Documents, then such Discharge
of Senior Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement, and the obligations under
such Refinancing of the Senior Financing Document shall automatically be treated as Senior Obligations for all purposes of this Agreement,
including for purposes of the Lien priorities and rights in respect of Collateral set forth herein, and the New Senior Agent shall be
a Senior Collateral Agent (and, if applicable in accordance with the definition of such term, the Directing Senior Collateral Agent) for
all purposes of this Agreement. Upon receipt of a notice from the Parent Borrower or any other Obligor stating that the Parent Borrower
or such other Obligor has entered into a Refinancing of any Senior Financing Document (which notice shall include the identity of the
new senior collateral agent (such agent, the “New Senior Agent”)), each Collateral Agent shall promptly (a) enter
into such documents and agreements (including amendments or supplements to, or amendment and restatement of, this Agreement) as the Parent
Borrower, such other Obligor or the New Senior Agent shall reasonably request in order to provide to the New Senior Agent the rights contemplated
hereby, in each case consistent in all material respects with the terms of this Agreement, and (b) in the case of each Junior Collateral
Agent only, deliver to the New Senior Agent (if it is the Directing Senior Collateral Agent) any Pledged Collateral in which the New Senior
Agent is to have a Senior Lien held by it together with any necessary endorsements (or otherwise allow the New Senior Agent to obtain
control of such Pledged Collateral). The New Senior Agent shall agree in a writing addressed to the other Collateral Agents and the other
Claimholder to be bound by the terms of this Agreement, for itself and on behalf of its Related Claimholders.


 






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5.7           [Reserved].


 


5.8           Consent
to License to Use Intellectual Property. Each Term Loan Collateral Agent, on behalf of its Related Claimholders (a) consents
(without any representation, warranty or obligation whatsoever) to the grant by any Obligor to the ABL Credit Agreement Collateral Agent
of a non-exclusive royalty-free license to use, subject to any limitations and restrictions in any relevant ABL Collateral Document, for
a period not to exceed 180 days (commencing with the initiation of any enforcement of Liens by any of the Term Loan Collateral Agents
(provided, in each case, that the ABL Credit Agreement Collateral Agent has received notice thereof) or the ABL Credit Agreement
Collateral Agent (it being understood that such 180-day period shall not commence as a result of an exercise of rights solely in connection
with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Credit Agreement (as in effect on the date
hereof))) any Patent, Trademark or proprietary information of such Obligor that is subject to a Lien held by any Term Loan Collateral
Agent (or any Patent, Trademark or proprietary information acquired by such purchaser, assignee or transferee from any Obligor, as the
case may be) and (b) grants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be),
to the ABL Credit Agreement Collateral Agent a non-exclusive royalty-free license to use for a period not to exceed 180 days (commencing
with (x) the initiation of any enforcement of Liens by any Collateral Agent (it being understood that such 180-day period shall not
commence as a result of an exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such
term is defined in the ABL Credit Agreement (as in effect on the date hereof)) or (y) the purchase, assignment or transfer, as the
case may be (provided, in each case, that the ABL Credit Agreement Collateral Agent has received notice thereof)) any Patent, Trademark
or proprietary information that is subject to a Lien held by any Term Loan Collateral Agent (or subject to such purchase, assignment or
transfer, as the case may be), in each case in connection with the enforcement of any Lien held by the ABL Credit Agreement Collateral
Agent upon any Inventory or other ABL Priority Collateral of any Obligor and to the extent the use of such Patent, Trademark or proprietary
information is necessary or appropriate, in the good faith opinion of the ABL Credit Agreement Collateral Agent, to process, ship, produce,
store, complete, supply, lease, sell or otherwise dispose of any such Inventory in any lawful manner. The 180 day license periods shall
be tolled during the pendency of any Insolvency or Liquidation Proceeding of any Obligor pursuant to which the ABL Credit Agreement Collateral
Agent is effectively stayed from enforcing its rights and remedies with respect to the ABL Priority Collateral.


 


5.9           Access
to Information. If any Term Loan Collateral Agent takes actual possession of any documentation of an Obligor (whether such documentation
is in the form of a writing or is stored in any data equipment or data record in the physical possession of any Term Loan Collateral Agent),
then upon the reasonable request of the ABL Credit Agreement Collateral Agent and reasonable advance notice, the Term Loan Collateral
Agents will permit the ABL Credit Agreement Collateral Agent or its representative to inspect and copy such documentation.


 






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5.10            Access
to Property to Process and Sell Inventory. (a)  (i) If the ABL Credit Agreement Collateral Agent commences any action or
proceeding with respect to any of its rights or remedies (including any action of foreclosure but excluding any exercise of rights solely
in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Credit Agreement (as in effect
on the date hereof)), enforcement, collection or execution with respect to the ABL Priority Collateral (“ABL Priority Collateral
Enforcement Actions”) or if any Term Loan Collateral Agent commences any action or proceeding with respect to any of its rights
or remedies (including any action of foreclosure), enforcement, collection or execution with respect to the Term Loan Priority Collateral,
and such Term Loan Collateral Agent (or a purchaser at a foreclosure sale conducted in foreclosure of any Liens of any Term Loan Collateral
Agent) takes actual or constructive possession of Term Loan Priority Collateral of any Obligor (“Term Loan Priority Collateral
Enforcement Actions”), then the applicable Term Loan Claimholders shall (subject to, in the case of any Term Loan Priority Collateral
Enforcement Action, a prior written request by the ABL Credit Agreement Collateral Agent to the applicable Term Loan Collateral Agent
(the “Term Loan Priority Collateral Enforcement Action Notice”)) (x) cooperate with the ABL Credit Agreement Collateral
Agent (and with its officers, employees, representatives and agents) in its efforts to conduct ABL Priority Collateral Enforcement Actions
in the ABL Priority Collateral and to finish any work-in-process and process, ship, produce, store, complete, supply, lease, sell or otherwise
handle, deal with, assemble or dispose of, in any lawful manner, the ABL Priority Collateral, (y) not hinder or restrict in any respect
the ABL Credit Agreement Collateral Agent from conducting ABL Priority Collateral Enforcement Actions in the ABL Priority Collateral or
from finishing any work-in-process or processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling,
dealing with, assembling or disposing of, in any lawful manner, the ABL Priority Collateral, and (z) permit the ABL Credit Agreement
Collateral Agent, its employees, agents, advisers and representatives, at the cost and expense of the ABL Claimholders, to enter upon
any real property of the Obligors and to use the Term Loan Priority Collateral (including equipment, processors, computers and other machinery
related to the storage or processing of records, documents or files and intellectual property), for a period commencing on (I) the
date of the initial ABL Priority Collateral Enforcement Action or the date of delivery of the Term Loan Priority Collateral Enforcement
Action Notice, as the case may be, and (II) ending on the earlier of the date occurring 180 days thereafter and the date on which
all ABL Priority Collateral (other than ABL Priority Collateral abandoned by the ABL Credit Agreement Collateral Agent in writing) has
been removed from such real property or the Term Loan Priority Collateral (such period, the “ABL Priority Collateral Processing
and Sale Period”), for purposes of:


 


(A)            assembling
and storing the ABL Priority Collateral and completing the processing of and turning into finished goods any ABL Priority Collateral consisting
of work-in-process;


 


(B)            selling
any or all of the ABL Priority Collateral located in or on such real property or Term Loan Priority Collateral, whether in bulk, in lots
or to customers in the ordinary course of business or otherwise;


 


(C)            removing
and transporting any or all of the ABL Priority Collateral located in or on such real property or Term Loan Priority Collateral;


 


(D)            otherwise
processing, shipping, producing, storing, completing, supplying, leasing, selling or otherwise handling, dealing with, assembling or disposing
of, in any lawful manner, the ABL Priority Collateral; and/or


 


(E)            taking
reasonable actions to protect, secure, and otherwise enforce the rights or remedies of the ABL Claimholders and/or the ABL Credit Agreement
Collateral Agent (including with respect to any ABL Priority Collateral Enforcement Actions) in and to the ABL Priority Collateral;


 


provided,
however, that nothing contained in this Agreement shall restrict the rights of any Term Loan Collateral Agent from selling, assigning
or otherwise transferring any Term Loan Priority Collateral prior to the expiration of such ABL Priority Collateral Processing and Sale
Period if the purchaser, assignee or transferee thereof agrees in writing (for the benefit of the ABL Credit Agreement Collateral Agent
and the ABL Claimholders) to be bound by the provisions of this Section 5.10. If any stay or other order prohibiting the exercise
of remedies with respect to the ABL Priority Collateral has been entered by a court of competent jurisdiction, such ABL Priority Collateral
Processing and Sale Period shall be tolled during the pendency of any such stay or other order.


 






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(i)            During
the period of actual occupation, use and/or control by the ABL Claimholders and/or the ABL Credit Agreement Collateral Agent (or their
respective employees, agents, advisers and representatives) of any real property or Term Loan Priority Collateral, the ABL Claimholders
and the ABL Credit Agreement Collateral Agent shall be obligated to repair at their expense any physical damage to such real property
or Term Loan Priority Collateral resulting from such occupancy, use or control, and to leave such real property or Term Loan Priority
Collateral in substantially the same condition as it was at the commencement of such occupancy, use or control, ordinary wear and tear
excepted. Notwithstanding the foregoing, in no event shall the ABL Claimholders or the ABL Credit Agreement Collateral Agent have any
liability to the Term Loan Claimholders pursuant to this Section 5.10(a) as a result of any condition (including
any environmental condition, claim or liability) on or with respect to such real property or the Term Loan Priority Collateral existing
prior to the date of the exercise by the ABL Claimholders of their rights under this Section 5.10(a) and the ABL Claimholders
shall have no duty or liability to maintain such real property or the Term Loan Priority Collateral in a condition or manner better than
that in which it was maintained prior to the use thereof by the ABL Claimholders, or for any diminution in the value of such real property
or the Term Loan Priority Collateral that results from ordinary wear and tear resulting from the use of such real property or the Term
Loan Priority Collateral by the ABL Claimholders in the manner and for the time periods specified under this Section 5.10(a).
Without limiting the rights granted in this Section 5.10(a), the ABL Claimholders shall cooperate with the Term Loan Claimholders
in connection with any efforts made by the Term Loan Claimholders to sell the Term Loan Priority Collateral.


 


(b)            The
ABL Claimholders shall (i) use such real property and the Term Loan Priority Collateral in accordance with applicable law; (ii) obtain
insurance for damage to property and liability to persons, including property and liability insurance, substantially similar to the insurance
maintained by the Obligors, naming each of the Term Loan Collateral Agents as mortgagee, loss payee and additional insured, at no cost
to the Term Loan Claimholders, but only to the extent such insurance is not otherwise in effect; and (iii) indemnify the Term Loan
Claimholders from any claim, loss, damage, cost or liability arising out of any claim asserted by any third party as a result of any acts
or omissions by the ABL Credit Agreement Collateral Agent, or any of its agents or representatives, in connection with the exercise by
the ABL Claimholders of their rights of access set forth in this Section 5.10. In no event shall any ABL Claimholders have
any liability to the Term Loan Claimholders pursuant to this Section 5.10(b) or otherwise as a result of any condition on or
with respect to such real property or the Term Loan Priority Collateral existing prior to the date of the exercise by the ABL Claimholders
of their access rights under this Section 5.10(b), and the ABL Claimholders shall have no duty or liability to maintain such real
property or the Term Loan Priority Collateral in a condition or manner better than that in which it was maintained prior to the access
and/or use thereof by the ABL Claimholders.


 


(c)            Each
of the Term Loan Collateral Agents (x) shall, at the request of the ABL Credit Agreement Collateral Agent, provide reasonable cooperation
to the ABL Credit Agreement Collateral Agent in connection with the manufacture, production, completion, handling, removal and sale of
any ABL Priority Collateral by the ABL Credit Agreement Collateral Agent as provided above and (y) shall be entitled to receive,
from the ABL Credit Agreement Collateral Agent, fair compensation and reimbursement for their reasonable costs and expenses incurred in
connection with such cooperation, support and assistance to the ABL Credit Agreement Collateral Agent. Each of the Term Loan Collateral
Agents and/or any such purchaser (or its transferee or successor) shall not otherwise be required to manufacture, produce, complete, remove,
insure, protect, store, safeguard, sell or deliver any Inventory subject to any Lien held by the ABL Credit Agreement Collateral Agent
or to provide any support, assistance or cooperation to the ABL Credit Agreement Collateral Agent in respect thereof.


 






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5.11            Obligor
Consent. Each Obligor consents to the performance by each of the Term Loan Collateral Agents of the obligations set forth in Sections
5.8, 5.9 and 5.10 and acknowledges and agrees that no Term Loan Claimholder shall ever be accountable or liable for
any action taken or omitted by any ABL Claimholder or its or any of their officers, employees, agents successors or assigns in connection
therewith or incidental thereto or in consequence thereof.


 


SECTION 6.     Insolvency
or Liquidation Proceedings.


 


6.1            Finance
and Sale Issues.


 


(a)            Until
the Discharge of Term Loan Obligations has occurred, if any Obligor shall be subject to any Insolvency or Liquidation Proceeding and the
Directing Term Loan Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of
the Bankruptcy Code or any similar Debtor Relief Law) constituting Term Loan Priority Collateral or to permit any Obligor to obtain financing,
whether from the Term Loan Claimholders or any other Person, under Section 364 of the Bankruptcy Code or any similar Debtor Relief
Law, that is (i) secured by Liens that are senior or pari passu with the Liens on the Term Loan Priority Collateral securing the
Term Loan Obligations and (ii) secured by Liens that are junior to the Liens on the ABL Priority Collateral securing the ABL Obligations
or not secured by the ABL Priority Collateral (each a “Term Loan DIP Financing”), then the ABL Credit Agreement
Collateral Agent, on behalf of itself and its Related Claimholders, agrees that it and its Related Claimholders will raise no objection
to, or oppose or contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or Term
Loan DIP Financing (including any proposed orders for such Cash Collateral use and/or Term Loan DIP Financing which are acceptable to
the Directing Term Loan Collateral Agent) and it and its Related Claimholders will be deemed to have consented to such Cash Collateral
use or Term Loan DIP Financing (including such proposed orders), and to the extent the Liens on the Term Loan Priority Collateral securing
the Term Loan Obligations are subordinated to or pari passu with such Term Loan DIP Financing, the ABL Credit Agreement Collateral Agent
will subordinate its Liens on the Term Loan Priority Collateral to the Liens securing such Term Loan DIP Financing (and all obligations
relating thereto and any customary “carve-out” agreed to on behalf of the Term Loan Claimholders by the Directing Term Loan
Collateral Agent) and to all adequate protection Liens granted to the Term Loan Claimholders on property of the type constituting Term
Loan Priority Collateral on the same basis as the Liens securing the ABL Obligations are subordinated to the Liens on the Term Loan Priority
Collateral securing the Term Loan Obligations under this Agreement and will not request adequate protection or any other relief in connection
therewith (except as expressly agreed by the Directing Term Loan Collateral Agent or to the extent permitted by Section 6.3);
provided that (i) the aggregate principal amount of Indebtedness for borrowed money under such DIP Financing plus the aggregate
outstanding principal amount of Indebtedness for borrowed money under the Term Loan Financing Documents (which, for the avoidance of doubt,
excludes any Term Loan Other Obligations) plus the aggregate face amount of any First Lien Letters of Credit (except any portion
thereof that is no longer available for drawing as a result of any disbursement thereunder that has been reimbursed) does not exceed the
Term Loan Cap Amount, (ii) the ABL Credit Agreement Collateral Agent and the other ABL Claimholders retain a Lien on the Collateral
to secure the ABL Obligations, and, with respect to the ABL Priority Collateral only, with the same priority as existed prior to the commencement
of the Insolvency or Liquidation Proceeding, (iii) the foregoing provisions of this Section 6.1(a) shall not prevent the
ABL Credit Agreement Collateral Agent and the ABL Claimholders from objecting to any provision in any Term Loan DIP Financing (or such
use of Cash Collateral, as applicable) (x) relating to any provision or content of a plan of reorganization or liquidation that is
inconsistent with this Agreement or (y) requiring any Obligor to seek any approval for any plan of reorganization or liquidation
that is inconsistent with the terms of this Agreement.


 






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(b)            Until
the Discharge of ABL Obligations has occurred, if any Obligor shall be subject to any Insolvency or Liquidation Proceeding and the ABL
Credit Agreement Collateral Agent shall desire to permit the use of “Cash Collateral” (as such term is defined in Section 363(a) of
the Bankruptcy Code or any similar Debtor Relief Law) constituting ABL Priority Collateral or to permit any Obligor to obtain financing,
whether from the ABL Claimholders or any other Person, under Section 364 of the Bankruptcy Code or any similar Debtor Relief Law,
that is (i) secured by Liens that are senior or pari passu with the Liens on the ABL Priority Collateral securing the ABL Obligations
and (ii) secured by Liens that are junior to the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations or
not secured by the Term Loan Priority Collateral (each a “ABL DIP Financing”), then each Term Loan Collateral Agent,
on behalf of itself and its Related Claimholders, agrees that it and its Related Claimholders will raise no objection to, or oppose or
contest (or join with or support any third party opposing, objecting or contesting), such Cash Collateral use or ABL DIP Financing (including
any proposed orders for such Cash Collateral use and/or ABL DIP Financing which are acceptable to the ABL Credit Agreement Collateral
Agent) and it and its Related Claimholders will be deemed to have consented to such Cash Collateral use or ABL DIP Financing (including
such proposed orders), and to the extent the Liens on the ABL Priority Collateral securing the ABL Obligations are subordinated to or
pari passu with such ABL DIP Financing, each Term Loan Collateral Agent will subordinate its Liens on the ABL Priority Collateral
to the Liens securing such ABL DIP Financing (and all obligations relating thereto and any customary “carve-out” agreed to
on behalf of the ABL Claimholders by the ABL Credit Agreement Collateral Agent) and to all adequate protection Liens granted to the ABL
Claimholders on property of the type constituting ABL Priority Collateral on the same basis as the Liens securing the Term Loan Obligations
are subordinated to the Liens on the ABL Priority Collateral securing the ABL Obligations under this Agreement and will not request adequate
protection or any other relief in connection therewith (except as expressly agreed by the ABL Credit Agreement Collateral Agent or to
the extent permitted by Section 6.3); provided that (i) the aggregate principal amount of Indebtedness for borrowed money
under such DIP Financing plus the aggregate outstanding principal amount of Indebtedness for borrowed money under the ABL Financing
Documents (which, for the avoidance of doubt, excludes any ABL Other Obligations) plus the aggregate face amount of any ABL Letters
of Credit (except any portion thereof that is no longer available for drawing as a result of any disbursement thereunder that has been
reimbursed) does not exceed the ABL Cap Amount, (ii) each Term Loan Collateral Agent and the other Term Loan Claimholders retain
a Lien on the Collateral to secure the Term Loan Obligations, and, with respect to the Term Loan Priority Collateral only, with the same
priority as existed prior to the commencement of the Insolvency or Liquidation Proceeding, (iii) the foregoing provisions of this
Section 6.1(b) shall not prevent the Term Loan Collateral Agents and the Term Loan Claimholders from objecting to any provision
in any ABL DIP Financing (or use of such Cash Collateral, as applicable) (x) relating to any provision or content of a plan of reorganization
or liquidation that is inconsistent with this Agreement or (y) requiring any Obligor to seek any approval for any plan of reorganization
or liquidation that is inconsistent with the terms of this Agreement.


 


(c)            Each
Junior Collateral Agent, for itself and on behalf of its Related Claimholders, agrees that it and its Related Claimholders will not seek
consultation rights in connection with, and will raise no objection or oppose or contest (or join with or support any third party objecting,
opposing or contesting), a motion to sell, liquidate or otherwise Dispose of Collateral in which the Junior Claimholders have a Junior
Lien under Section 363 of the Bankruptcy Code if the requisite Senior Claimholders have consented to such sale, liquidation or other
Disposition; provided that (1) to the extent the net cash proceeds of such sale or other Disposition are used to pay the principal
amount of Indebtedness for borrowed money constituting Senior Obligations, or to reimburse disbursements under, or cash collateralize
the face amount of, the Letters of Credit constituting Senior Obligations, the Liens of the Junior Claimholders shall attach to any remaining
proceeds and (2) such motion does not impair the rights of the Junior Claimholders under Section 363(k) of the Bankruptcy
Code; and provided, further, however, that the Junior Claimholders may assert any objection with respect to any proposed orders to retain
professionals or set bid or related procedures in connection with such sale, liquidation or Disposition that may be raised by an unsecured
creditor of the Obligors.


 






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6.2            Relief
from the Automatic Stay. Until the Discharge of Senior Obligations has occurred, each Junior Collateral Agent, on behalf of
itself and its Related Claimholders agrees that none of them shall (a) seek (or support any other Person seeking) relief from or
modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of any of the Collateral in
which a Junior Claimholder has a Junior Lien, in each case without the prior written consent of the Directing Senior Collateral Agent,
or (b) oppose (or support any other Person in opposing) any request by any Senior Collateral Agent for relief from or modification
of such stay.


 


6.3            Adequate
Protection.


 


(a)            The
ABL Credit Agreement Collateral Agent, on behalf of itself and its Related Claimholders, agrees that none of them shall contest (or support
any other Person contesting):


 


(i)            any
request by any Term Loan Collateral Agent or the other Term Loan Claimholders for adequate protection with respect to the Term Loan Priority
Collateral under any Debtor Relief Law; or


 


(ii)            any
objection by any Term Loan Collateral Agent or the other Term Loan Claimholders to any motion, relief, action or proceeding based on such
Term Loan Collateral Agent or the other Term Loan Claimholders claiming a lack of adequate protection with respect to the Term Loan Priority
Collateral.


 


(b)            Notwithstanding
the foregoing provisions in Section 6.3(a), in any Insolvency or Liquidation Proceeding:


 


(i)            if
the Term Loan Claimholders (or any subset thereof) are granted adequate protection with respect to the Term Loan Priority Collateral in
the form of a Lien on additional or replacement collateral in connection with any use of Cash Collateral or DIP Financing, then the ABL
Credit Agreement Collateral Agent, on behalf of itself and its Related Claimholders, may seek or request adequate protection in the form
of a Lien on such additional or replacement collateral, which Lien will be subordinated to the Liens securing the Term Loan Obligations
and such use of Cash Collateral or DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing
the ABL Obligations are so subordinated to the Liens on the Term Loan Priority Collateral securing the Term Loan Obligations under this
Agreement; and


 


(ii)            the
ABL Credit Agreement Collateral Agent and the other ABL Claimholders shall only be permitted to seek adequate protection with respect
to their respective rights in the Term Loan Priority Collateral in any Insolvency or Liquidation Proceeding in the form of (A) additional
collateral; provided that as adequate protection for the Term Loan Obligations, each Term Loan Collateral Agent, on behalf of itself
and its Related Claimholders, is also granted a Lien on such additional collateral that is senior to any Lien granted to the ABL Credit
Agreement Collateral Agent and the other ABL Claimholders; (B) replacement Liens on the Term Loan Priority Collateral; provided
that as adequate protection for the Term Loan Obligations, each Term Loan Collateral Agent, on behalf of itself and its Related Claimholders,
is also granted replacement Liens on the Term Loan Priority Collateral that are senior to any Lien granted to the ABL Credit Agreement
Collateral Agent and the other ABL Claimholders; (C) an administrative expense claim in respect of the Term Loan Priority Collateral;
provided that as adequate protection for the Term Loan Obligations, each Term Loan Collateral Agent, on behalf of itself and its
Related Claimholders, is also granted an administrative expense claim that is senior and prior to the administrative expense claim of
the ABL Credit Agreement Collateral Agent and the other ABL Claimholders; (D) cash payments made with Term Loan Priority Collateral
with respect to current fees and expenses; provided that (1) as adequate protection for the Term Loan Obligations, each Term
Loan Collateral Agent, on behalf of itself and its Related Claimholders, is also granted cash payments made with Term Loan Priority Collateral
with respect to current fees and expenses and (2) each Term Loan Collateral Agent may object to the amounts of fees and expenses
sought by the ABL Credit Agreement Collateral Agent and the other ABL Claimholders; and (E) cash payments made with Term Loan Priority
Collateral with respect to interest on the ABL Obligations; provided that (1) as adequate protection for the Term Loan Obligations,
each Term Loan Collateral Agent, on behalf of itself and its Related Claimholders, is also granted cash payments made with Term Loan Priority
Collateral with respect to interest on the Term Loan Obligation represented by it, and (2) such cash payments do not exceed an amount
equal to the interest accruing on the principal amount of ABL Obligations outstanding on the date such relief is granted at the interest
rate under the applicable ABL Documents and accruing from the date the ABL Credit Agreement Collateral Agent is granted such relief.


 






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(c)            Each
Term Loan Collateral Agent, on behalf of itself and its Related Claimholders, agrees that none of them shall contest (or support any other
Person contesting):


 


(i)            any
request by the ABL Credit Agreement Collateral Agent or the other ABL Claimholders for adequate protection with respect to the ABL Priority
Collateral under any Debtor Relief Law; or


 


(ii)            any
objection by the ABL Credit Agreement Collateral Agent or the other ABL Claimholders to any motion, relief, action or proceeding based
on the ABL Credit Agreement Collateral Agent or the other ABL Claimholders claiming a lack of adequate protection with respect to the
ABL Priority Collateral.


 


(d)            Notwithstanding
the foregoing provisions in Section 6.3(c), in any Insolvency or Liquidation Proceeding:


 


(i)            if
the ABL Claimholders (or any subset thereof) are granted adequate protection with respect to the ABL Priority Collateral in the form of
a Lien on additional or replacement collateral in connection with any use of Cash Collateral or DIP Financing, then each Term Loan Collateral
Agent, on behalf of itself and its Related Claimholders, may seek or request adequate protection in the form of a Lien on such additional
or replacement collateral, which Lien will be subordinated to the Liens securing the ABL Obligations and such use of Cash Collateral or
DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Term Loan Obligations are so subordinated
to the Liens on the ABL Priority Collateral securing the ABL Obligations under this Agreement; and


 


(ii)            each
Term Loan Collateral Agent and the other Term Loan Claimholders shall only be permitted to seek adequate protection with respect
to their respective rights in the ABL Priority Collateral in any Insolvency or Liquidation Proceeding in the form of (A) additional
collateral; provided that as adequate protection for the ABL Obligations, the ABL Credit Agreement Collateral Agent, on behalf
of itself and its Related Claimholders, is also granted a Lien on such additional collateral that is senior to any Lien granted to the
Term Loan Collateral Agents and the other Term Loan Claimholders; (B) replacement Liens on the ABL Priority Collateral; provided
that as adequate protection for the ABL Obligations, the ABL Credit Agreement Collateral Agent, on behalf of itself and its Related Claimholders,
is also granted replacement Liens on the ABL Priority Collateral that are senior to any Lien granted to the Term Loan Collateral Agents
and the other Term Loan Claimholders; (C) an administrative expense claim in respect of the ABL Priority Collateral; provided
that as adequate protection for the ABL Obligations, the ABL Credit Agreement Collateral Agent, on behalf of itself and its Related Claimholders,
is also granted an administrative expense claim that is senior and prior to the administrative expense claim of the Term Loan Collateral
Agents and the other Term Loan Claimholders; (D) cash payments made with ABL Priority Collateral with respect to current fees and
expenses; provided that (1) as adequate protection for the ABL Obligations, the ABL Credit Agreement Collateral Agent, on
behalf of itself and its Related Claimholders, is also granted cash payments made with ABL Priority Collateral with respect to current
fees and expenses and (2) the ABL Credit Agreement Collateral Agent may object to the amounts of fees and expenses sought by the
Term Loan Collateral Agents and the other Term Loan Claimholders; and (E) cash payments made with ABL Priority Collateral with respect
to interest on the Term Loan Obligations; provided that (1) as adequate protection for the ABL Obligations, the ABL Credit
Agreement Collateral Agent, on behalf of itself and its Related Claimholders, is also granted cash payments made with ABL Priority Collateral
with respect to interest on the ABL Obligation represented by it, and (2) such cash payments do not exceed an amount equal to the
interest accruing on the principal amount of Term Loan Obligations outstanding on the date such relief is granted at the interest rate
under the applicable Term Loan Documents and accruing from the date the Term Loan Collateral Agents are granted such relief.


 






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6.4            No
Waiver. Subject to Section 6.7(b), nothing contained herein shall prohibit or in any way limit any Senior Collateral
Agent or any other Senior Claimholder from objecting in any Insolvency or Liquidation Proceeding or otherwise to any action taken by any
Junior Collateral Agent or any other Junior Claimholders, including the seeking by any Junior Collateral Agent or any other Junior Claimholders
of adequate protection or the asserting by any Junior Collateral Agent or any other Junior Claimholders of any of its rights and remedies
under the Junior Financing Documents or otherwise, in each case in respect of such Junior Claimholder’s Liens in respect of the
Collateral in which a Junior Claimholder has a Junior Lien. Without limiting the foregoing, notwithstanding anything herein to the contrary,
the Senior Claimholders shall not be deemed to have consented to, and expressly retain their rights to object to, the grant of adequate
protection in the form of cash payments to the Junior Claimholders made pursuant to Section 6.3(b) or (d), as
applicable.


 


6.5            Reinstatement.
If any Senior Claimholder is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate
of any Obligor any amount paid in respect of Senior Obligations (a “Recovery”), then such Senior Claimholder shall
be entitled to a reinstatement of its Senior Obligations with respect to all such recovered amounts on the date of such Recovery, and
from and after the date of such reinstatement the Discharge of Senior Obligations and the Discharge of Term Loan Obligations or the Discharge
of ABL Obligations, as applicable, shall be deemed not to have occurred for all purposes hereunder. If this Agreement shall have been
terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish,
release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement. Any amounts received
by any Junior Collateral Agent or any other Junior Claimholder on account of the Junior Obligations after the termination of this Agreement
shall, upon a reinstatement of this Agreement pursuant to this Section 6.5, be held in trust for and paid over to the Directing
Senior Collateral Agent for the benefit of the Senior Claimholders, for application to the reinstated Senior Obligations. This Section 6.5
shall survive termination of this Agreement.


 


6.6            Reorganization
Securities. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured by Liens upon
any property of the reorganized debtor are distributed pursuant to a plan of reorganization, arrangement, compromise or liquidation or
similar dispositive restructuring plan, both on account of ABL Obligations and on account of Term Loan Obligations, then, to the extent
the debt obligations distributed on account of the ABL Obligations and on account of the Term Loan Obligations are secured by Liens upon
the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will
apply with like effect to the Liens securing such debt obligations.


 






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6.7            Post-Petition
Interest.


 


(a)            Each
Junior Collateral Agent, for itself and on behalf of its Related Claimholders, agrees that neither it nor its Related Claimholders shall
oppose or seek to challenge (or join with any other Person opposing or challenging) any claim by any Senior Collateral Agent or any other
Senior Claimholder for allowance in any Insolvency or Liquidation Proceeding of Senior Obligations consisting of Post-Petition Interest
to the extent of the value of the Senior Claimholders’ Lien on the Collateral in which a Senior Claimholder has a Senior Lien. Regardless
of whether any such claim for Post-Petition Interest is allowed or allowable, and without limiting the generality of the other provisions
of this Agreement, this Agreement expressly is intended to include, and does include the “rule of explicitness,” and
is intended to provide the Senior Claimholders with the right to receive payment of all Post-Petition Interest through distributions made
pursuant to the provisions of this Agreement on account of the Collateral in which a Senior Claimholder has a Senior Lien even though
such Post-Petition Interest may not be not allowed or allowable against the bankruptcy estate of the Parent Borrower or any other Obligor
under Section 502(b)(2) or Section 506(b) of the Bankruptcy Code or under any other provision of the Bankruptcy Code
or any other Debtor Relief Law.


 


(b)            Subject
to Sections 6.3(b) and (d), none of any Senior Collateral Agent nor any of its Related Claimholders shall oppose or seek to
challenge any claim by any Junior Collateral Agent or any other Junior Claimholder for allowance in any Insolvency or Liquidation Proceeding
of Junior Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of any Junior Collateral Agent, on behalf
of the Junior Claimholders, on the Junior Claimholders’ Lien on the Collateral in which a Junior Claimholder has a Junior Lien (after
taking into account the amount of the Senior Obligations).


 


6.8     Waivers(a)     .
(a) Each Junior Collateral Agent, for itself and on behalf of its Related Claimholders, waives any claim it or its Related Claimholders
may hereafter have against any Senior Claimholder arising out of (a) the election of any Senior Claimholder of the application of
Section 1111(b)(2) of the Bankruptcy Code with respect to any Collateral in which a Senior Claimholder has a Senior Lien or
(b) any cash collateral or financing arrangement, or any grant of a security interest in connection with the Collateral in which
a Senior Claimholder has a Senior Lien, in any Insolvency or Liquidation Proceeding so long as such actions are not in express contravention
of the terms of this Agreement.


 


(b)            Each
Junior Collateral Agent, for itself and on behalf of its Related Claimholders, agrees that it will not assert or enforce any claim under
Section 506(c) of the Bankruptcy Code or any similar provision of any other Debtor Relief Law senior to or on a parity with
the Senior Liens on the Collateral in which a Senior Claimholder has a Senior Lien securing the Senior Obligations for costs or
expenses of preserving or disposing of any such Collateral.


 






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6.9            Separate
Grants of Security and Separate Classification. Each Junior Collateral Agent, for itself and on behalf of its Related Claimholders,
and each Senior Collateral Agent, for itself and on behalf of its Related Claimholders, acknowledges and agrees that:


 


(a)            the
grants of Liens pursuant to the Senior Collateral Documents and the Junior Collateral Documents constitute, and, in the case of the Shared
Collateral Documents, are intended to constitute, two separate and distinct grants of Liens; and


 


(b)            because
of, among other things, their differing rights in the Collateral, the Junior Obligations are fundamentally different from the Senior Obligations
and must, subject to applicable law, be separately classified in any plan of reorganization proposed or adopted in an Insolvency or Liquidation
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 Claimholders and the Junior Claimholders in
respect of any Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then each
of the parties hereto hereby acknowledges and agrees that, subject to Sections 2.1 and 4.1, all distributions shall
be made as if there were separate classes of senior and junior secured claims against the Obligors in respect of such Collateral with
the effect being that, to the extent that the aggregate value of the Collateral in which a Senior Claimholder has a Senior Lien is sufficient
(for this purpose ignoring all claims held by the Junior Claimholders), the Senior Claimholders shall be entitled to receive, in addition
to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing (or that would be owing
if there were such separate classes of senior and junior secured claims) in respect of Post-Petition Interest, including any additional
interest payable pursuant to the Senior Documents arising from or related to a default, regardless of whether any such claim is allowed
or allowable in any Insolvency or Liquidation Proceeding, before any distribution is made in respect of the claims held by the Junior
Claimholders with respect to such Collateral, with each Junior Collateral Agent, for itself and on behalf of its Related Claimholders,
hereby acknowledging and agreeing to turn over to the Directing Senior Collateral Agent, for itself and on behalf of the Senior Claimholders,
such Collateral or proceeds of such Collateral or any other distribution (whether or not expressly characterized as such) in respect of
such Collateral, 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 claim or recovery of the Junior Claimholders.


 


6.10            Effectiveness
in Insolvency or Liquidation Proceedings. The parties acknowledge that this Agreement is a “subordination agreement”
under Section 510(a) of the Bankruptcy Code and under comparable provisions of any other applicable Debtor Relief Law, which
will be effective before, during and after the commencement of any Insolvency or Liquidation Proceeding. All references in this Agreement
to any Obligor will include such Person as a debtor-in-possession and any receiver or trustee for such Person in any Insolvency or Liquidation
Proceeding.


 


SECTION 7.     Reliance;
Waivers; Etc.


 


7.1            Reliance.
Other than any reliance on the terms of this Agreement, the ABL Credit Agreement Collateral Agent, on behalf of itself and its Related
Claimholders, acknowledges that it and its Related Claimholders have, independently and without reliance on any Term Loan Collateral Agent
or any other Term Loan Claimholder, and based on documents and information deemed by them appropriate, made their own credit analysis
and decision to enter into each of the ABL Documents (as applicable) and be bound by the terms of this Agreement, and they will continue
to make their own credit decision in taking or not taking any action under the ABL Documents or this Agreement. Each Term Loan Collateral
Agent, on behalf of itself and its Related Claimholders, acknowledges that it and its Related Claimholders have, independently and without
reliance on the ABL Credit Agreement Collateral Agent or any other ABL Claimholder, and based on documents and information deemed by them
appropriate, made their own credit analysis and decision to enter into each of the Term Loan Documents and be bound by the terms of this
Agreement, and they will continue to make their own credit decision in taking or not taking any action under the Term Loan Documents or
this Agreement.


 






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7.2            No
Warranties or Liability.


 


(a)            The
ABL Credit Agreement Collateral Agent, on behalf of itself and its Related Claimholders, acknowledges and agrees that, except as set forth
in Section 8.14, no Term Loan Collateral Agent or other Term Loan Claimholders have made any express or implied representation
or warranty, including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the
Term Loan Documents, the ownership of any Collateral or the perfection or priority of any Liens thereon. The Term Loan Claimholders will
be entitled to manage and supervise their respective extensions of credit under the Term Loan Documents in accordance with law and as
they may otherwise, in their sole discretion, deem appropriate.


 


(b)            Each
Term Loan Collateral Agent, on behalf of itself and its Related Claimholders, acknowledges and agrees that, except as set forth in Section 8.14,
neither the ABL Credit Agreement Collateral Agent nor other ABL Claimholders have made any express or implied representation or warranty,
including with respect to the execution, validity, legality, completeness, collectability or enforceability of any of the ABL Documents,
the ownership of any Collateral or the perfection or priority of any Liens thereon. The ABL Claimholders will be entitled to manage and
supervise their respective loans and extensions of credit under the ABL Documents in accordance with law and as they may otherwise, in
their sole discretion, deem appropriate.


 


(c)            The
Term Loan Collateral Agents and the other Term Loan Claimholders shall have no duty to the ABL Credit Agreement Collateral Agent or any
of the other ABL Claimholders, and the ABL Credit Agreement Collateral Agent and the other ABL Claimholders shall have no duty to the
Term Loan Collateral Agents or any of the other Term Loan Claimholders, to act or refrain from acting in a manner which allows, or results
in, the occurrence or continuance of an event of default or default under any agreements with any Obligor (including the ABL Financing
Documents and the Term Loan Financing Documents, but in each case other than this Agreement), regardless of any knowledge thereof which
they may have or be charged with.


 


7.3            No
Waiver of Lien Priorities.


 


(a)            No
right of the Senior Collateral Agents or any other Senior Claimholders, or any of them, to enforce any provision of this Agreement or
of any Senior Document with respect to their Liens on the Collateral in which a Senior Claimholder has a Senior Lien shall at any time
in any way be prejudiced or impaired by any act or failure to act on the part of any Obligor or by any act or failure to act by any Senior
Collateral Agent or any other Senior Claimholder, or by any noncompliance by any Person with the terms, provisions and covenants of this
Agreement, any of the Senior Documents or any of the Junior Documents, regardless of any knowledge thereof which the Senior Collateral
Agents or the other Senior Claimholders, or any of them, may have or be otherwise charged with.


 






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(b)            Without
in any way limiting the generality of the foregoing paragraph (a) (but subject to the rights of the Senior Obligors under
the Senior Documents and subject to the provisions of Section 5.3(a)), the Senior Collateral Agents and the other Senior Claimholders,
or any of them, may at any time and from time to time in accordance with the Senior Documents and/or applicable law, without the consent
of, or notice to, any Junior Collateral Agent or any other Junior Claimholders, without incurring any liabilities to any Junior Collateral
Agent or any other Junior Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement
(even if any right of subrogation or other right or remedy of any Junior Collateral Agent or any other Junior Claimholders is affected,
impaired or extinguished thereby) do any one or more of the following:


 


(1)            make
loans and advances to any Obligor or issue, provide or obtain Letters of Credit for the account of any Obligor or otherwise extend credit
to any Obligor, in any amount and on any terms, whether pursuant to a commitment or as a discretionary advance and whether or not any
default or event of default or failure of condition is then continuing;


 


(2)            change
the manner, place or terms of payment of, or change or extend the time of payment of, or amend, renew, exchange, increase or alter the
terms of, any of the Senior Obligations or any Lien on any Collateral in which a Senior Claimholder has a Senior Lien or guaranty thereof
or any liability of any Obligor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension
of the Senior Obligations, without any restriction as to the tenor or terms of any such increase or extension) or otherwise amend, renew,
exchange, extend, modify or supplement in any manner any Liens held by any Senior Collateral Agent or any of the other Senior Claimholders,
the Senior Obligations or any of the Senior Documents;


 


(3)            sell,
exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the Collateral in
which a Senior Claimholder has a Senior Lien or any liability of any Obligor to any Senior Collateral Agent or any other Senior Claimholders,
or any liability incurred directly or indirectly in respect thereof;


 


(4)            settle
or compromise any Senior Obligation or any other liability of any Obligor or any security therefor or any liability incurred directly
or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the Senior Obligations)
in any manner or order;


 


(5)            exercise
or delay in or refrain from exercising any right or remedy against any Obligor or any security or any other Person or with respect to
any security, elect any remedy and otherwise deal freely with any Obligor or any Collateral in which a Senior Claimholder has a Senior
Lien and any security and any guarantor or any liability of any Obligor to the Senior Claimholders or any liability incurred directly
or indirectly in respect thereof; and


 


(6)            release
or discharge any Senior Obligation or any guaranty thereof or any agreement or obligation of any Obligor or any other Person or entity
with respect thereto.


 


(c)            Until
the Discharge of Senior Obligations, each Junior Collateral Agent, on behalf of itself and its Related Claimholders, 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 on which it has a Junior Lien or any other similar rights a junior secured creditor may have under applicable
law.


 






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7.4            Waiver
of Liability.


 


(a)            Each
Junior Collateral Agent, on behalf of itself and its Related Claimholders, agrees that the Senior Collateral Agents and the other Senior
Claimholders shall have no liability to any Junior Collateral Agent or any other Junior Claimholders, and each Junior Collateral Agent,
on behalf of itself and its Related Claimholders, hereby waives any claim against any Senior Collateral Agent or any other Senior Claimholder,
arising out of any and all actions which any Senior Collateral Agent or any other Senior Claimholders may take or permit or omit to take
with respect to: (i) the Senior Documents (including, without limitation, any failure to perfect or obtain perfected security interests
in the Collateral in which a Senior Claimholder has a Senior Lien), (ii) the collection of the Senior Obligations or (iii) the
foreclosure upon, or sale, liquidation or other Disposition of, any Collateral in which a Senior Claimholder has a Senior Lien. Each Junior
Collateral Agent, on behalf of itself and its Related Claimholders, also agrees that the Senior Collateral Agents and the other Senior
Claimholders have no duty, express or implied, fiduciary or otherwise, to them in respect of the maintenance or preservation of the Collateral
in which a Senior Claimholder has a Senior Lien, the Senior Obligations or otherwise. Neither the Senior Collateral Agents nor any other
Senior Claimholder nor any of their respective directors, officers, employees or agents will be liable for failure to demand, collect
or realize upon any of the Collateral in which a Senior Claimholder has a Senior Lien or for any delay in doing so, or will be under any
obligation to sell or otherwise Dispose of any such Collateral upon the request of any Obligor or upon the request of any Junior Collateral
Agent, any other Junior Claimholder or any other Person or to take any other action whatsoever with regard to such Collateral or any part
thereof. Without limiting the foregoing, each Junior Collateral Agent, on behalf of itself and its Related Claimholders, agrees that neither
any Senior Collateral Agent nor any other Senior Claimholder (in directing the Senior Collateral Agent to take any action with respect
to the Collateral in which a Senior Claimholder has a Senior Lien) shall have any duty or obligation to realize first upon any Collateral
in which a Senior Claimholder has a Senior Lien or to sell or otherwise Dispose of all or any portion of such Collateral in any manner,
including as a result of the application of the principles of marshaling or otherwise, that would maximize the return to any Senior Claimholders
or any Junior Claimholders, notwithstanding that the order and timing of any such realization, sale or other Disposition may affect the
amount of proceeds actually received by such Claimholders from such realization, sale or other Disposition.


 


(b)            With
respect to its share of the ABL Obligations, BoA shall have and may exercise the same rights and powers hereunder as, and shall be subject
to the same obligations and liabilities as and to the extent set forth herein for, any other Claimholder, all as if BoA were not the ABL
Credit Agreement Collateral Agent. With respect to its share of the First Lien Obligations, BoA shall have and may exercise the same rights
and powers hereunder as, and shall be subject to the same obligations and liabilities as and to the extent set forth herein for, any other
Claimholder, all as if BoA were not the First Lien Credit Agreement Collateral Agent. With respect to its share of the Second Lien Obligations,
Ankura shall have and may exercise the same rights and powers hereunder as, and shall be subject to the same obligations and liabilities
as and to the extent set forth herein for, any other Claimholder, all as if Ankura were not the Second Lien Notes Collateral Agent. The
term “Claimholders” or any similar term shall, unless the context clearly otherwise indicates, include BoA, and Ankura, each
in its individual capacity as a Claimholder. BoA and Ankura and their respective Affiliates may lend money to, and generally engage in
any kind of business with, the Obligors or any of their Affiliates as if BoA were not acting as the ABL Credit Agreement Collateral Agent
or the First Lien Credit Agreement Administrative Agent and Ankura were not acting as the Second Lien Notes Collateral Agent and without
any duty to account hereof to any other Claimholder.


 


7.5            Obligations
Unconditional. All rights, interests, agreements and obligations of the ABL Credit Agreement Collateral Agent and the other
ABL Claimholders and the Term Loan Collateral Agents and the other Term Loan Claimholders, respectively, hereunder (including the Lien
priorities established hereby) shall remain in full force and effect irrespective of:


 


(a)            any
lack of validity or enforceability of any ABL Documents or any Term Loan Documents;


 


(b)            any
change in the time, manner or place of payment of, or, subject to the limitations set forth in Section 5.3, in any other terms
of, all or any of the ABL Obligations or Term Loan Obligations, or any amendment or waiver or other modification, including any increase
in the amount thereof, whether by course of conduct or otherwise, of the terms of any ABL Document or any Term Loan Document;


 






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(c)            any
exchange of any security interest in any Collateral or any other collateral, or any amendment, waiver or other modification, whether in
writing or by course of conduct or otherwise, of all or any of the ABL Obligations or Term Loan Obligations or any guaranty thereof;


 


(d)            the
commencement of any Insolvency or Liquidation Proceeding in respect of any Obligor; or


 


(e)            any
other circumstances which otherwise might constitute a defense available to, or a discharge of, any Obligor in respect of the ABL Credit
Agreement Collateral Agent, any other ABL Claimholder, the ABL Obligations, any Term Loan Collateral Agent, any other Term Loan Claimholder
or the Term Loan Obligations in respect of this Agreement.


 


SECTION 8.     Miscellaneous.


 


8.1            Conflicts.


 


(a)            In
the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the ABL Documents or the Term
Loan Documents, the provisions of this Agreement shall govern and control.


 


(b)            The
parties hereto acknowledge, authorize and consent to the entry by the Term Loan Collateral Agents into the First Lien/Second Lien Intercreditor
Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the First Lien/Second
Lien Intercreditor Agreement with respect to the rights and obligations of the Term Loan Collateral Agents and the other Term Loan Claimholders
to each other in respect of the Term Loan Collateral, the provisions of the First Lien/Second Lien Intercreditor Agreement shall control.


 


8.2            Effectiveness;
Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the
parties hereto. This is a continuing agreement of Lien subordination and each of the ABL Claimholders and the Term Loan Claimholders may
continue, at any time and without notice to any Term Loan Collateral Agent or any other Term Loan Claimholder or the ABL Credit Agreement
Collateral Agent or any other ABL Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit
of any Obligor constituting ABL Obligations and/or Term Loan Obligations in reliance hereon. Each Term Loan Collateral Agent, on behalf
of itself and its Related Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the
provisions of this Agreement. The ABL Credit Agreement Collateral Agent, on behalf of itself and its Related Claimholders, hereby waives
any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement
shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall not invalidate 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. All references
to any Obligor shall include such Obligor as debtor and debtor-in-possession and any receiver, trustee or similar Person for any Obligor
(as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:


 


(a)            with
respect to the ABL Credit Agreement Collateral Agent, the other ABL Claimholders and the ABL Obligations, upon the Discharge of ABL Obligations,
subject to Section 5.6 and the rights of the ABL Claimholders under Section 6.5; and


 


(b)            with
respect to any Term Loan Collateral Agent, the other Term Loan Claimholders and the Term Loan Obligations, upon the Discharge of Term
Loan Obligations.


 



 






    	 	-56-	 



     


    

 


Notwithstanding the foregoing, such termination shall not relieve any
such party of its obligations incurred hereunder prior to the date of such termination.


 


8.3            Amendments;
Waivers. Neither this Agreement nor any provision hereof may be amended, modified or waived except pursuant to an agreement
or agreements in writing entered into by the ABL Credit Agreement Collateral Agent, each Term Loan Collateral Agent then party hereto
and each Obligor then party hereto; provided that (a) the Obligors, the ABL Credit Agreement Collateral Agent and the Directing
Term Loan Collateral Agent may, at the reasonable expense of the Obligors and without the written consent of any other ABL Claimholder
or any other Term Loan Claimholder, agree to any amendment to or other modifications of this Agreement for the purpose of giving effect
to Section 8.21 or any Refinancing of any ABL Obligations or Term Loan Obligations and (b) additional Obligors may be
added as parties hereto upon the execution and delivery of a counterpart of the Intercreditor Joinder Agreement in the form of Exhibit A
hereto in accordance with the provisions of Section 8.18. Each of the Obligors, ABL Credit Agreement Collateral Agent and
the Directing Term Loan Collateral Agent shall execute and deliver an amendment or other modification of this Agreement at the other’s
request to permit new creditors to become a party hereto as set forth in the proviso to the immediately preceding sentence. Notwithstanding
the provisions of any other ABL Document or Term Loan Document, the ABL Credit Agreement Collateral Agent and the Directing Term Loan
Collateral Agent may, with the consent of the Parent Borrower, make any amendments, restatements, amendment and restatements, supplements
or other modifications to this Agreement to correct any ambiguity, defect or inconsistency contained herein without the consent of any
other Person. Each waiver of the terms of this Agreement, if any, shall be a waiver only with respect to the specific instance involved
and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties owed to such party in
any other respect or at any other time. Notwithstanding the foregoing, no Obligor shall have any right to consent to or approve any amendment,
modification or waiver of any provision of this Agreement except (w) to the extent such amendment, modification or waiver imposes
any additional obligation or liability upon such Obligor, (x) to the extent such Obligor’s rights are directly and adversely
affected by such amendment, modification or waiver, (y) to the extent applicable to such Obligor, with respect to any provision identified
in Section 8.16 or (z) any amendment, modification or waiver of the ABL Cap Amount or the Term Loan Cap Amount, if the
effect of such amendment, modification or waiver is to reduce the amount thereof from the amount thereof in effect on the date hereof;
provided, however, that the Parent Borrower shall be given notice of any amendment, modification or waiver of this Agreement
promptly after the effectiveness thereof (it being understood that the failure to deliver such notice to the Parent Borrower shall in
no way impact the effectiveness of any such amendment, modification or waiver).


 


8.4            Information
Concerning Financial Condition of the Obligors and their Subsidiaries. The ABL Credit Agreement Collateral Agent and the other
ABL Claimholders, on the one hand, and the Term Loan Collateral Agents (other than the Second Lien Notes Collateral Agent) and the other
Term Loan Claimholders, on the other hand, shall be responsible for keeping themselves informed of (a) the financial condition of
the Obligors and their subsidiaries and all endorsers and/or guarantors of the ABL Obligations or the Term Loan Obligations and (b) all
other circumstances bearing upon the risk of nonpayment of the ABL Obligations or the Term Loan Obligations. The ABL Credit Agreement
Collateral Agent, the Term Loan Collateral Agents, the ABL Claimholders and the Term Loan Claimholders shall have no duty to advise any
other party of information known to it or them regarding such condition or any such circumstances or otherwise. In the event the ABL Credit
Agreement Collateral Agent, any Term Loan Collateral Agents, any ABL Claimholders or any Term Loan Claimholders, in its or their sole
discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under
no obligation:


 


(i)            to
make, and such person shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness,
truthfulness or validity of any such information so provided;


 






    	 	-57-	 



     


    

 


(ii)            to
provide any additional information or to provide any such information on any subsequent occasion;


 


(iii)            to
undertake any investigation; or


 


(iv)            to
disclose any information, which pursuant to accepted or reasonable commercial finance practices, such party wishes to maintain confidential
or is otherwise required to maintain confidential.


 


8.5            Subrogation.
With respect to the value of any payments or distributions in cash, property or other assets that any Junior Collateral Agent or any other
Junior Claimholder pays over to the Senior Collateral Agent or the other Senior Claimholders under the terms of this Agreement, such Junior
Collateral Agent or such other Junior Claimholder shall be subrogated to the rights of each Senior Collateral Agent and the other Senior
Claimholders; provided that each Junior Collateral Agent, on behalf of itself and its Related Claimholders, hereby agrees that
neither it nor its Related Claimholders shall assert or enforce any such rights of subrogation it may acquire with respect to its Liens
on the Collateral in which a Junior Claimholder has a Junior Lien as a result of any payment hereunder until the Discharge of Senior Obligations
has occurred. Each Obligor acknowledges and agrees that the value of any payments or distributions in cash, property or other assets received
by any Junior Collateral Agent or the other Junior Claimholders and paid over to the Senior Collateral Agent or the other Senior Claimholders
pursuant to, and applied in accordance with, this Agreement, shall not relieve or reduce any of the Junior Obligations under the Junior
Documents.


 


8.6            Application
of Payments. All payments received by any Senior Collateral Agent or the other Senior Claimholders may be applied, reversed
and reapplied, in whole or in part, to such part of the Senior Obligations as the Senior Claimholders, in their sole discretion, deem
appropriate. Each Junior Collateral Agent, on behalf of itself and its Related Claimholders, consents to any extension or postponement
of the time of payment of the Senior Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution,
exchange or release of any security which may at any time secure any part of the Senior Obligations and to the addition or release of
any other Person primarily or secondarily liable therefor.


 


8.7            SUBMISSION
TO JURISDICTION; WAIVERS.


 


(a)            EACH
OF THE PARTIES HERETO (IN THE CASE OF EACH COLLATERAL AGENT, FOR ITSELF AND ON BEHALF OF ITS RELATED CLAIMHOLDERS) HEREBY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE 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,
AND EACH OF THE PARTIES HERETO (IN THE CASE OF EACH COLLATERAL AGENT, FOR ITSELF AND ON BEHALF OF ITS RELATED CLAIMHOLDERS) HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN SUCH NEW YORK
STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO (IN THE CASE OF EACH COLLATERAL AGENT,
FOR ITSELF AND ON BEHALF OF ITS RELATED CLAIMHOLDERS) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE
AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT. (IN THE CASE OF EACH COLLATERAL AGENT, FOR ITSELF AND ON BEHALF OF ITS RELATED
CLAIMHOLDERS).


 






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(b)            EACH
PARTY TO THIS AGREEMENT (IN THE CASE OF EACH COLLATERAL AGENT, FOR ITSELF AND ON BEHALF OF ITS RELATED CLAIMHOLDERS) IRREVOCABLY CONSENTS
TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 8.8. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL
AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


(c)            EACH
PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES (IN THE CASE OF EACH COLLATERAL AGENT, FOR ITSELF AND ON BEHALF
OF ITS RELATED CLAIMHOLDERS), TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH THEY MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (A) OF THIS SECTION 8.7. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH
COURT.


 


(d)            EACH
PARTY HERETO HEREBY WAIVES (IN THE CASE OF EACH COLLATERAL AGENT, FOR ITSELF AND ON BEHALF OF ITS RELATED CLAIMHOLDERS), TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (IN THE CASE OF EACH COLLATERAL AGENT, FOR ITSELF AND ON BEHALF OF ITS RELATED CLAIMHOLDERS)
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


8.8            Notices.
All notices to the ABL Claimholders and the Term Loan Claimholders permitted or required under this Agreement shall also be sent to the
ABL Credit Agreement Collateral Agent and the related Term Loan Collateral Agent, respectively (and, for this purpose, (i) the ABL
Credit Agreement Collateral Agent shall be deemed to be an agent for the ABL Secured Swap Obligations and ABL Banking Services Obligations,
(ii) the Directing First Lien Collateral Agent shall be deemed to be an agent for the First Lien Secured Swap Obligations and the
First Lien Banking Services Obligations, and (iii) the Directing Second Lien Collateral Agent shall be deemed to be an agent for
the Second Lien Secured Swap Obligations and the Second Lien Banking Services Obligations). Unless otherwise specifically provided herein,
any notice hereunder shall be in writing and may be personally served, sent by facsimile or sent by other electronic transmission or United
States mail or courier service and shall be deemed to have been given when delivered in person or by courier service and signed for against
receipt thereof, upon receipt of facsimile or other electronic transmission, or three (3) Business Days after depositing it in the
United States mail with postage prepaid and properly addressed. For the purposes hereof, the addresses of the parties hereto shall be
as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated
by such party in a written notice to all of the other parties.


 






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8.9            Further
Assurances. The ABL Credit Agreement Collateral Agent, on behalf of itself and its Related Claimholders, and each Term Loan
Collateral Agent, on behalf of itself and its Related Claimholders, and each Obligor, agrees that each of them shall take such further
action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the ABL Credit Agreement
Collateral Agent or the Directing Term Loan Collateral Agent may reasonably request to effectuate the terms of and the Lien priorities
contemplated by this Agreement.


 


8.10            CHOICE
OF LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED
UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


8.11            Binding
on Successors and Assigns. This Agreement shall be binding upon the ABL Credit Agreement Collateral Agent, the ABL Claimholders,
each First Lien Collateral Agent, the other First Lien Claimholders, each Second Lien Collateral Agent, the other Second Lien Claimholders
and their respective successors and permitted assigns. If the ABL Credit Agreement Collateral Agent, any First Lien Collateral Agent or
any Second Lien Collateral Agent resigns or is replaced pursuant to the ABL Documents, the First Lien Documents or the Second Lien Documents,
as applicable, its successor shall be deemed to be a party to this Agreement and shall have all the rights of, and be subject to all the
obligations of, this Agreement.


 


8.12            Headings.
Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and
shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 


8.13            Counterparts;
Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitutes
the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the
parties hereto and the parties hereto shall have received counterparts hereof which, when taken together, bear the signatures of each
of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic
transmission (e.g., “PDF” or TIFF”) shall be effective as delivery of a manually executed counterpart of this Agreement.


 






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8.14            Authorization;
Binding Effect on Claimholders. By its signature, each Person executing this Agreement on behalf of a party hereto represents
and warrants to the other parties hereto that it is duly authorized to execute this Agreement. Each ABL Claimholder and each Term Loan
Claimholder, by its acceptance of the benefits of the ABL Documents and Term Loan Documents, as the case may be, shall be deemed to have
agreed to be bound by the agreements made herein, including the agreements made by any Collateral Agent on its behalf.


 


8.15            Exclusive
Means of Exercising Rights under this Agreement.


 


(a)            The
ABL Claimholders shall be deemed to have irrevocably appointed the ABL Credit Agreement Collateral Agent as their exclusive agent hereunder.
Consistent with such appointment, the ABL Claimholders further shall be deemed to have agreed that only the ABL Credit Agreement Collateral
Agent (and not any individual claimholder or group of claimholders) as agent for the ABL Claimholders, or any of the ABL Credit Agreement
Collateral Agent’s agents, shall have the right on their behalf to exercise any rights, powers, and/or remedies under or in connection
with this Agreement (including bringing any action to interpret or otherwise enforce the provisions of this Agreement); provided
that (i) holders of the ABL Secured Swap Obligations and the ABL Banking Services Obligations may exercise customary netting and
set off rights under the ABL Swap Contracts and ABL Banking Services Agreements to which they are, respectively, a party, (ii) cash
collateral may be held pursuant to the terms of the ABL Documents (including any relating to ABL Swap Contracts) and any such individual
ABL Claimholder may act against such cash collateral in accordance with the terms of the relevant ABL Document or applicable law and (iii) the
ABL Claimholders may exercise customary rights of setoff against depository or other accounts maintained with them in accordance with
the terms of the relevant ABL Document or applicable law. Specifically, but without limiting the generality of the foregoing, no ABL Claimholder
or group of ABL Claimholders, other than the ABL Credit Agreement Collateral Agent (acting at the direction of, or pursuant to a grant
of authority by, the Required ABL Claimholders), shall be entitled to take or file, and shall be precluded from taking or filing (whether
in any Insolvency or Liquidation Proceeding or otherwise), any action, judicial or otherwise, to enforce any right or power or pursue
any remedy under this Agreement (including any declaratory judgment or other action to interpret or otherwise enforce the provisions of
this Agreement), except solely as provided in the proviso in the immediately preceding sentence.


 


(b)            The
Term Loan Claimholders shall be deemed to have irrevocably appointed the Directing Term Loan Collateral Agent as their exclusive agent
hereunder. Consistent with such appointment, the Term Loan Claimholders further shall be deemed to have agreed that only the Directing
Term Loan Collateral Agent (and not any individual claimholder or group of claimholders) as agent for the Term Loan Claimholders, or any
of the Directing Term Loan Collateral Agent’s agents, shall have the right on their behalf to exercise any rights, powers, and/or
remedies under or in connection with this Agreement (including bringing any action to interpret or otherwise enforce the provisions of
this Agreement); provided that, subject to the limitations, restrictions and other agreements set forth herein, (i) holders
of First Lien Secured Swap Obligations, the First Lien Banking Services Obligations, Second Lien Secured Swap Obligations and Second Lien
Banking Services Obligations may exercise customary netting and set off rights under the First Lien Swap Contracts, the First Lien Banking
Services Agreements, the Second Lien Swap Contracts and the Second Lien Banking Services Agreements to which they are, respectively, a
party, (ii) cash collateral may be held pursuant to the terms of the Term Loan Documents (including any relating to First Lien Swap
Contracts or Second Lien Swap Contracts) and any such individual Term Loan Claimholder may act against such cash collateral in accordance
with the terms of the relevant Term Loan Document or applicable law and (iii) the Term Loan Claimholders may exercise customary rights
of setoff against depository or other accounts maintained with them in accordance with the terms of the relevant Term Loan Document or
applicable law. Specifically, but without limiting the generality of the foregoing, each Term Loan Claimholder or group of Term Loan Claimholders,
other than the Directing Term Loan Collateral Agent (acting at the direction of, or pursuant to a grant of authority by, the Required
Term Loan Claimholders), shall not be entitled to take or file, but instead shall be precluded from taking or filing (whether in any Insolvency
or Liquidation Proceeding or otherwise), any action, judicial or otherwise, to enforce any right or power or pursue any remedy under this
Agreement (including any declaratory judgment or other action to interpret or otherwise enforce the provisions of this Agreement), except
solely as provided in the proviso in the immediately preceding sentence.


 






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8.16            No
Third Party Beneficiaries; Provisions Solely to Define Relative Rights. This Agreement and the rights and benefits hereof shall
inure to the benefit of each of the parties hereto and its respective successors and assigns and shall inure to the benefit of each of
the ABL Claimholders and the Term Loan Claimholders.  The provisions of this Agreement are and are intended solely for the purpose
of defining the relative rights of the ABL Credit Agreement Collateral Agent and the other ABL Claimholders, on the one hand, and the
Term Loan Collateral Agent and the other Term Loan Claimholders, on the other hand.  None of the Obligors shall have any rights hereunder
and no Obligor may rely on the terms hereof, other than any provision hereof expressly preserving any right of, or directly affecting,
any Obligor under this Agreement, any ABL Document or any Term Loan Document, including Sections 3.1 (as to the definition of “Standstill
Period”), 4.1, 5.1, 5.2, 5.3, 5.4, 5.6, 5.8, 5.9, 5.10, 6.1,
6.2, 7.1, 8.1, 8.2, 8.3, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11,
8.13, 8.14, 8.15, this Section 8.16, Sections 8.17, 8.18, and 8.21.  Nothing
in this Agreement is intended to or shall impair the obligations of the Obligors, which are absolute and unconditional, to pay the ABL
Obligations and the Term Loan Obligations as and when the same shall become due and payable in accordance with their terms.


 


8.17            No
Indirect Actions. Unless otherwise expressly stated, if a party may not take an action under this Agreement, then it may not
take that action indirectly, or support any other Person in taking that action directly or indirectly. “Taking an action indirectly”
means taking an action that is not expressly prohibited for the party but is intended to have substantially the same effects as the prohibited
action; provided that notwithstanding the foregoing, nothing in this Section 8.17 shall be deemed to limit the right
of any party hereto to vote on any plan of reorganization, arrangement, compromise or liquidation or similar dispositive restructuring
plan in any Insolvency or Liquidation Proceeding to the extent not inconsistent with the terms of this Agreement.


 


8.18            Obligors;
Additional Obligors. It is understood and agreed that the Initial Borrower, the Parent Borrower and each other Obligor on the
date of this Agreement shall constitute the original Obligors party hereto. The original Obligors hereby covenant and agree to cause each
subsidiary of the Parent Borrower which becomes a “Guarantor” as defined in the ABL Credit Agreement, the First Lien Credit
Agreement or the Second Lien Notes Indenture (or any similar term in any other First Lien Financing Document or Second Lien Financing
Document) after the date hereof to become a party hereto (as an Obligor) by duly executing and delivering a counterpart of the Intercreditor
Joinder Agreement in the form of Exhibit A hereto to the ABL Credit Agreement Collateral Agent and the Directing Term Loan
Collateral Agent in accordance with the relevant provisions of the relevant ABL Financing Documents and/or Term Loan Financing Documents,
as applicable. The parties hereto further agree that, notwithstanding any failure to take the actions required by the immediately preceding
sentence, each Person which becomes a “Guarantor” as defined in the ABL Credit Agreement, the First Lien Credit Agreement
or the Second Lien Notes Indenture (or any similar term in any other ABL Financing Document or Term Loan Financing Document) at any time
shall be subject to the provisions hereof as fully as if same constituted an Obligor party hereto and had complied with the requirements
of the immediately preceding sentence.


 


8.19            Right
of Collateral Agent to Continue. Any Person serving as a First Lien Collateral Agent shall be entitled to continue, including
to continue to perform his, her or its rights, obligations and duties, as a First Lien Collateral Agent, notwithstanding whether any such
Person has served or is serving as the ABL Credit Agreement Collateral Agent. Without limiting the generality of the preceding sentence
of this Section 8.19, any Person serving as a First Lien Collateral Agent shall be entitled to continue to so serve in such
capacity (including to continue to perform any of such First Lien Collateral Agent’s rights, obligations, and/or duties) even if
any such Person has resigned as the ABL Credit Agreement Collateral Agent, but such resignation has not become effective for any reason,
without any liability to any of the Claimholders by virtue of any such resignation and any of the circumstances relating in any manner
whatsoever to such resignation.


 






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8.20            Claimholders.
Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that this Agreement only applies to the Claimholders
in their capacities as holders of the Obligations. Without limiting the foregoing, this Agreement does not restrict or apply to the Claimholders
in their capacities as holders of any Indebtedness or other obligations of the Obligors other than the Obligations, or in their capacities
as holders of equity interests of the Obligors.


 


8.21            Additional
Lien Obligations. Subject to the terms and conditions of this Agreement, the Obligors will be permitted from time to time to
designate as an additional holder of First Lien Obligations and/or Second Lien Obligations hereunder each Person that is, or that becomes
or is to become, the holder of any Additional Lien Obligations (or the Additional Liens Obligations Agent in respect of such Additional
Liens Obligations). Upon the issuance or incurrence of any such Additional Lien Obligations:


 


(a)            The
Parent Borrower shall deliver to each of the Collateral Agents a certificate of a Responsible Officer stating that the applicable Obligors
intend to enter or have entered into an Additional Lien Obligations Agreement and certifying that the issuance or incurrence of such Additional
Lien Obligations and the Liens securing such Additional Lien Obligations are permitted by the ABL Financing Documents, and the then existing
First Lien Financing Documents, and Second Lien Financing Documents. Each of the Additional Lien Obligations Agents, the ABL Credit Agreement
Collateral Agent, the First Lien Collateral Agents and the Second Lien Collateral Agents shall be entitled to rely conclusively on the
determination of the Parent Borrower that such issuance and/or incurrence is permitted under the ABL Financing Documents and the then
existing First Lien Financing Documents and Second Lien Financing Documents if such determination is set forth in such officer’s
certificate delivered to the ABL Credit Agreement Collateral Agent, the First Lien Collateral Agents and the Second Lien Collateral Agents;
provided, however, that such determination will not affect whether or not the Obligors have complied with their undertakings
in the ABL Financing Documents or the then existing First Lien Financing Document and Second Lien Financing Documents;


 


(b)            the
Additional Liens Obligations Agent for such Additional Lien Obligations shall execute and deliver to the ABL Credit Agreement Collateral
Agent, the First Lien Collateral Agents and the Second Lien Collateral Agents a joinder agreement in form and substance reasonably satisfactory
to the ABL Credit Agreement Collateral Agent and the Directing Term Loan Collateral Agent, identifying whether such Additional Liens Obligations
are First Lien Obligations or Second Lien Obligations and acknowledging that such Additional Liens Obligations and the holders of such
Additional Liens Obligations shall be bound by the terms hereof to the extent applicable to the Claimholders, and


 


(c)            the
ABL Credit Agreement Collateral Agent and each existing Term Loan Collateral Agent shall promptly enter into such documents and agreements
(including amendments, restatements, amendments and restatements, supplements or other modifications to this Agreement) as the ABL Credit
Agreement Collateral Agent or any existing Term Loan Collateral Agent (but no other ABL Claimholder or Term Loan Claimholder) or the Additional
Lien Obligations Agent may reasonably request in order to provide to it the rights, remedies and powers and authorities contemplated hereby,
in each case consistent in all respects with the terms of this Agreement; provided that, for the avoidance of doubt and notwithstanding
anything in this Agreement to the contrary, it is understood and agreed that any such amendment, restatement, amendment and restatement,
supplement or other modification to this Agreement requested pursuant to this clause (c) may be entered into by the ABL
Credit Agreement Collateral Agent and the existing Term Loan Collateral Agents without the consent of any other ABL Claimholder or Term
Loan Claimholder to effect the provisions of this Section 8.21 and may contain additional intercreditor terms applicable solely
to the holders of such Additional Lien Obligations vis-à-vis the holders of the relevant obligations hereunder or the holders
of such Additional Lien Obligations vis-à-vis the ABL Credit Agreement Collateral Agent and the ABL Claimholders or the
Directing Term Loan Collateral Agent and the Term Loan Claimholders, as applicable.


 






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Notwithstanding the foregoing, nothing in this Agreement will be construed
to allow any Obligor to incur additional Indebtedness unless otherwise permitted by the terms of each applicable ABL Financing Document,
First Lien Financing Document and Second Lien Financing Document.


 


8.22          Additional
Intercreditor Agreements8.23           . Subject to Section 8.1(b) of this Agreement, each
party hereto agrees that the First Lien Claimholders (as among themselves) and the Second Lien Claimholders (as among themselves) may
each enter into intercreditor agreements (or similar arrangements) with the applicable First Lien Collateral Agents or Second Lien Collateral
Agents, as the case may be, governing the rights, benefits and privileges as among the First Lien Claimholders in respect of any or all
of the First Lien Collateral, this Agreement and the First Lien Collateral Documents or as among the Second Lien Claimholders in respect
of any or all of the Second Lien Collateral, this Agreement or the Second Lien Collateral Documents, as the case may be, including as
to the application of proceeds of any Collateral, voting rights, control of any Collateral and waivers with respect to any Collateral,
in each case so long as the terms thereof do not violate or conflict with the terms of this Agreement or the ABL Documents or the First
Lien Documents or the Second Lien Documents, as applicable.  In any event, if a respective intercreditor agreement (or similar arrangement)
exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any
other ABL Document, First Lien Document or Second Lien Document, and the provisions of this Agreement and the other ABL Documents, First
Lien Documents and Second Lien Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such
provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give
effect to any intercreditor agreement (or similar arrangement)).


 






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8.23            Certain
Terms Concerning the Second Lien Notes Collateral Agent. The Second Lien Notes Collateral Agent is executing and delivering this Agreement
solely in its capacity as such and pursuant to the direction to so execute and deliver pursuant to the Second Lien Notes Indenture, and
in so doing the Second Lien Notes Collateral Agent shall not be responsible for the terms or sufficiency of this Agreement for any purpose.
The Second Lien Notes Collateral Agent shall enjoy all of the rights, immunities, privileges, protections and indemnities granted to it
under the Second Lien Notes Indenture and, without limiting the generality of the foregoing, the provisions of Article VII and Section 12.02
of the Second Lien Notes Indenture applicable to the Second Lien Collateral Agent thereunder. The Second Lien Notes Collateral Agent shall
have no duties or obligations under or pursuant to this Agreement other than such duties and obligations as may be expressly set forth
in this Agreement. The Second Lien Collateral Agent shall not be deemed to owe any fiduciary duty to any ABL Credit Agreement Collateral
Agent, the First Lien Credit Agreement Collateral Agent, ABL Claimholder and First Lien Claimholders. Whenever reference is made in this
Agreement to any action by, consent, designation, specification, requirement or approval of, notice, request or other communication from,
or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Second Lien Collateral Agent or
to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or
remedies to be made (or not to be made) by the Second Lien Collateral Agent, it is understood that in all cases the Second Lien Collateral
Agent shall be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not
be undertaking and exercising the same) in accordance with the Second Lien Notes Indenture and the other Second Lien Debt Documents (as
defined therein).


 


[Signature pages follow]


 






    	 	-65-	 



     


    







 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first written above.


 


	 	BANK
    OF AMERICA, N.A.,
	 	as ABL Credit Agreement Collateral
    Agent




 


	 	By:	 
	 		Name:
	 		Title: 




 


	 	Address for Notices:
	 	Attention:
	 	Tel.:
	 	Email:




 


	 	BANK
    OF AMERICA, N.A.,
	 	as First Lien Credit Agreement Collateral Agent




 


	 	By:	 
	 		Name:
	 		Title: 


 


[Signature
Page to ABL Intercreditor Agreement]


 






     

     


    

 


	 	ANKURA
    TRUST company, LLC,
	 	as Second Lien Notes Collateral Agent




 


	 	By:	 
	 		Name:
	 		Title: 


 


	 	Address for Notices: 
	 	140 Sherman St , fourth floor 
	 	Fairfield, CT 06824 
	 	Attention: Lisa Price 
	 	Phone 475.282.1609




 


Email:lisa.price@ankura.com


 


Acknowledged and Agreed to by:


 


Initial Borrower


 


	HC GROUP HOLDINGS II, LLC	 




 


	By:	 	 
		Name:	 
		Title: 	 


 


Parent Borrower


 


BIOSCRIP, INC.


 


	By:	 	 
		Name:	 
		Title:	 


 


[Signature
Page to ABL Intercreditor Agreement]


 






     

     


    

 


Other Obligors


 


	Address for Notices to Obligors:	 
	Tel.: 	 
	Fax: 	 
	Attn: 	 
	Email:	 




 


[Signature
Page to ABL Intercreditor Agreement]


 






     

     


    

 


FORM OF INTERCREDITOR JOINDER AGREEMENT


 


Reference
is made to the ABL Intercreditor Agreement dated as of August [6], 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified from time to time, the “Intercreditor Agreement”), among BANK OF AMERICA, N.A., in its capacity
as ABL Credit Agreement Collateral Agent, BANK OF AMERICA, N.A., in its capacity as the First Lien Credit Agreement Collateral Agent and
ANKURA TRUST COMPANY, LLC, as the Second Lien Notes Collateral Agent (in each case, as defined therein), each other FIRST LIEN COLLATERAL
AGENT that is from time to time party thereto and each other SECOND LIEN COLLATERAL AGENT that is from time to time party thereto and
acknowledged and agreed to by BIOSCRIP, INC., HC
GROUP HOLDINGS II, LLC and the other OBLIGORS (as defined therein) from time to time party thereto. Capitalized terms used but
not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.


 


This Intercreditor Joinder Agreement, dated as of
[●] [●], 20[●] (this “Joinder Agreement”), is being delivered pursuant to requirements of the Intercreditor
Agreement.


 


1.            Joinder.     The
undersigned, [●], a [●], hereby agrees to become party to the Intercreditor Agreement as an Obligor thereunder for all purposes
thereof on the terms set forth therein, and to be bound by the terms, conditions and provisions of the Intercreditor Agreement as fully
as if the undersigned had executed and delivered the Intercreditor Agreement as of the date thereof.


 


2.            Agreements.
The undersigned Obligor hereby agrees, for the enforceable benefit of all existing and future ABL Claimholders, First Lien Claimholders
and Second Lien Claimholders that the undersigned is bound by the terms, conditions and provisions of the Intercreditor Agreement to the
extent set forth therein.


 


3.            Counterparts.
This Joinder Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and all of which,
when taken together, shall constitute one contract. Delivery of an executed signature page to this Joinder Agreement by facsimile
transmission or other electronic transmission (including “.pdf”, “.tiff” or similar format) shall be effective
as delivery of a manually executed counterpart of this Joinder Agreement.


 


4.            Governing
Law. THIS JOINDER AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS JOINDER AGREEMENT, WHETHER
IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.


 


6.            Miscellaneous.
The provisions of Section 8 of the Intercreditor Agreement shall apply with like effect to this Joinder Agreement.


 


[Signature pages follow]


 






     

     


    

 


IN WITNESS WHEREOF, the undersigned has caused this
Joinder Agreement to be duly executed by its authorized representative, and each Collateral Agent has caused the same to be accepted
by its authorized representative, as of the date first written above.


 


	 	[NAME OF OBLIGOR],
	 	as an Obligor




 


	 	By:	 
	 		Name:
	 		Title: 


 


Acknowledged and Agreed
to by:


 


	bank of america, n.a.,	 
	as ABL Credit Agreement Collateral Agent	 




 


	By:	 	 
		Name:	 
		Title:  	 


 


	BANK OF AMERICA, N.A.,	 
	as First Lien Credit Agreement Collateral Agent,	 




 


	By:	 	 
		Name:	 
		Title:  	 


 


	ANKURA TRUST company, LLC, 	 
	as Second Lien Notes Collateral Agent,	 




 


	By:	 	 
		Name:	 
		Title:  	 


 






     

     


    




 


EXHIBIT C


 


Amendments to the ABL Intercreditor Agreement


 


(Attached)


 






     

     


    







 


ABL INTERCREDITOR AGREEMENT


 


This ABL INTERCREDITOR AGREEMENT (as amended,
restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”) is dated
as of August 6, 2019, and entered into by and among BANK OF AMERICA, N.A., in its capacity as administrative agent under the ABL
Credit Agreement and the ABL Collateral Documents relating thereto (in each case as defined below) (in such capacity and together with
its successors and assigns in such capacity, the “ABL Credit Agreement Collateral Agent”), BANK OF AMERICA, N.A. (“BoA”),
in its capacity as administrative agent under the First Lien Credit Agreement and the First Lien Collateral Documents relating thereto
(in each case, as defined below) (in such capacity and together with its successors and assigns in such capacity, the “First
Lien Credit Agreement Collateral Agent”), ANKURA TRUST COMPANY, LLC (“Ankura”) in its capacity as collateral
agent under the Second Lien Notes Indenture and the Second Lien Collateral Documents relating thereto (in each case, as defined below)
(in such capacity and together with its successors and assigns in such capacity, the “Second Lien Notes Collateral Agent”),
each other FIRST LIEN COLLATERAL AGENT that is from time to time party hereto and each other SECOND LIEN COLLATERAL AGENT that is from
time to time party hereto and acknowledged and agreed to by BIOSCRIP, INC. (now
known as option care health, inc.), a Delaware corporation (the “Parent
Borrower”), HC GROUP HOLDINGS II, LLC, a Delaware limited liability company (the
“Initial Borrower”), and the other OBLIGORS (as defined below) from time to time party hereto.


 


RECITALS


 


The Initial Borrower, the Parent Borrower, the Subsidiaries
of the Parent Borrower party thereto from time to time, the financial institutions party thereto from time to time and BoA, as ABL Credit
Agreement Collateral Agent, letter of credit issuer and swingline lender, have entered into that certain ABL Credit Agreement, dated as
of the date hereof (as amended, amended and restated, supplemented, modified or Refinanced from time to time in accordance with the terms
of this Agreement, the “ABL Credit Agreement”);


 


The Initial Borrower, the Parent Borrower, the Subsidiaries
of the Parent Borrower party thereto from time to time, the financial institutions party thereto from time to time and BoA, as First Lien
Credit Agreement Collateral Agent, have entered into that certain First Lien Credit Agreement, dated as of the date hereof (as amended,
amended and restated, supplemented, modified or Refinanced from time to time in accordance with the terms of this Agreement, the “First
Lien Credit Agreement”);


 


The Initial Borrower, the Parent Borrower, the Subsidiaries
of the Parent Borrower party thereto from time to time and Ankura, as trustee and Second Lien Notes Collateral Agent, have entered into
that certain Indenture, dated as of the date hereof (as amended, amended and restated, supplemented, modified or Refinanced from time
to time in accordance with the terms of this Agreement, the “Second Lien Notes Indenture”);


 


Pursuant to (i) the ABL Credit Agreement, (A) the
Parent Borrower and the Initial Borrower may incur loans and ABL Letters of Credit may be issued and (B) the relevant ABL Obligors
have agreed to guarantee the ABL Obligations, (ii) the First Lien Credit Agreement, (A) the Parent Borrower and the Initial
Borrower will incur loans and (B) the relevant First Lien Obligors have agreed to guarantee the First Lien Obligations, and (iii) the
Second Lien Notes Indenture, (A) the Parent Borrower will issue Second Lien Notes and (B) the relevant Second Lien Obligors
have agreed to guarantee the Second Lien Obligations;


 






     

     


    

 


Claimholder and each First Lien Claimholder by its acceptance of the
benefits of ABL Collateral Documents and the First Lien Collateral Documents, as applicable, has agreed to the intercreditor and other
provisions set forth in this Agreement.


 


AGREEMENT


 


In consideration of the foregoing, the mutual covenants
and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


SECTION 1.     Definitions.


 


1.1            Defined
Terms. The following terms which are defined in the UCC are used herein as so defined: Account, Chattel Paper, Commercial Tort
Claim, Commodity Account, Deposit Account, Document, Equipment, Fixture, General Intangible, Good, Instrument, Inventory, Investment
Property, Letter-of-Credit Right, Money, Securities, Securities Account, Security Entitlement and Supporting Obligation. As used in this
Agreement, the following terms shall have the following meanings:


 


“ABL Banking Services” means any
of the following services provided to any ABL Obligor or any of its “subsidiaries” as defined in the ABL Credit Agreement:
any treasury, depositary, disbursement, lockbox, funds transfer, pooling, netting, overdraft, stored value card, purchase card (including
so-called “procurement cards” or “P-cards”), debit card, credit card, e-payable, cash management and similar services,
foreign exchange facilities, and any automated clearing house transfer of funds.


 


“ABL Banking Services Agreement”
means any documentation with an ABL Claimholder governing any ABL Banking Services Obligations.


 


“ABL Banking Services Obligations”
means any and all obligations of any ABL Obligor or any of its “subsidiaries” as defined in the ABL Credit Agreement (or any
similar term in any other ABL Document), whether absolute or contingent and however and whenever created, arising, evidenced or acquired
(including all renewals, extensions and modifications thereof and substitutions therefor), in connection with ABL Banking Services, in
each case, that constitute “Secured Cash Management Obligations” or “Secured Obligations” as defined in the ABL
Credit Agreement (or any similar term in any other ABL Financing Document); provided that in no event shall any obligations constitute
ABL Banking Services Obligations to the extent such obligations at the time the ABL Claimholder enters into the related ABL Banking Services
Agreement constitute First Lien Banking Services Obligations or Second Lien Banking Services Obligations.


 


“ABL Cap Amount” means, as
of any date of determination and subject to Section 1.3, the sum of (a)(i), the sum of (x) $150,000,000175,000,000 and
(y) the principal amount permitted to be incurred as “Incremental Revolving Commitments” under Section 2.14 of
the ABL Credit Agreement (as in effect on the date hereofAmendment
and Restatement Date) multiplied by (ii) 115% and (b) any accrued and unpaid interest (including interest
accruing at the default rate specified in the applicable ABL Financing Document and any Post-Petition Interest) and premiums
(including tender premiums and prepayment premiums) payable on account of any ABL Obligations and any underwriting discounts, fees,
commissions and expenses (including original issue discount, upfront fees or initial yield payments), attorneys’ fees, costs,
expenses and indemnities paid or payable by any Obligor in connection with Additional Second Lien Obligations Agent and the other
agents under such Additional Second Lien Obligations Agreements, in each case, in their capacities as such.


 







    	 	-3-	



     


    







 


“Affiliate” means, with respect
to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.


 


“Agreement” has the meaning set
forth in the Preamble to this Agreement.


 


“Amendment
and Restatement Date” means October 27, 2021.


 


“Banking Services” means the ABL
Banking Services, the First Lien Banking Services and the Second Lien Banking Services.


 


“Banking Services Obligations”
means the ABL Banking Services Obligations, the First Lien Banking Services Obligations and the Second Lien Banking Services Obligations.


 


“Bankruptcy Code” means Title
11 of the United States Code (11. U.S.C. § 101 et seq.).


 


“BoA” has the meaning set forth
in the Recitals to this Agreement.


 


“Business Day” means any day other
than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.


 


“Cash Collateral” has the meaning
set forth in Section 6.1(a).


 


“Claimholders” means each of the
ABL Claimholders, the First Lien Claimholders and the Second Lien Claimholders.


 


“Collateral” means all of the
assets and property of any Obligor, whether real, personal or mixed, that constitute or are required to constitute both ABL Collateral
and Term Loan Collateral, including any property subject to Liens granted pursuant to Section 6 to secure both ABL Obligations
and Term Loan Obligations.


 


“Collateral Agent” means the ABL
Credit Agreement Collateral Agent, the First Lien Collateral Agent and/or the Second Lien Collateral Agent, as applicable.


 


“Collateral Documents” means the
ABL Collateral Documents, the First Lien Collateral Documents and the Second Lien Collateral Documents.


 


“Comparable Junior Collateral Document”
means, in relation to any Collateral subject to any Senior Lien created under any Senior Collateral Document, the Junior Collateral Document
that creates a Junior Lien on the same Collateral, granted by the same Obligor.


 


“Contract Rights” means all rights
of any Obligor under each Contract, including (i) any and all rights to receive and demand payments under any or all Contracts, (ii) any
and all rights to receive and compel performance under any or all Contracts and (iii) any and all other rights, interests and claims
now existing or in the future arising in connection with any or all Contracts.


 






    	 	-4-	



     


    







 


“Senior
Obligations” means (a) with respect to the ABL Priority Collateral, the ABL Obligations and (b) with respect
to the Term Loan Priority Collateral, the Term Loan Obligations.


 


“Shared Collateral Documents”
means any Collateral Document that is each of an ABL Collateral Document, a First Lien Collateral Document and a Second Lien Collateral
Document.


 


“Software”
means computer programs, source code, object code and supporting documentation including “software” as such term is defined
in Article 9 of the UCC, as well as computer programs that may be construed as included in the definition of Goods.


 


“Standstill Period”
has the meaning set forth in Section 3.1(a)(1).


 


“subsidiary” means as to any Person,
a corporation, partnership, limited liability company, unlimited liability company or other entity 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 (as defined in the ABL Credit Agreement) of such corporation, partnership
or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more
intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “subsidiary” or to “subsidiaries”
in this Agreement shall refer to a subsidiary or subsidiaries of the Parent Borrower.


 


“Swap Contracts” means the ABL
Swap Contracts, the First Lien Swap Contracts and the Second Lien Swap Contracts.


 


“Swap Obligations” means the ABL
Swap Obligations, the First Lien Swap Obligations and the Second Lien Swap Obligations.


 


“Tax
and Trust Funds” means any cash or cash equivalents maintained in or credited to any deposit account or securities account
that are comprised of (a) funds specifically and exclusively used or to be used for payroll and payroll taxes and other employee
benefit payments to or for the benefit of any Obligor’s employees, (b) funds specifically and exclusively used or to be used
to pay all taxes required to be collected, remitted or withheld (including withholding taxes (including the employer’s share thereof))
and (c) any other funds which any Obligor is permitted or otherwise not prohibited by the terms of any Financing Document to hold
as an escrow or fiduciary for the benefit of another Person in the ordinary course of business.


 


“Term Cash Proceeds Notice” shall
mean a written notice delivered by the Directing Term Loan Collateral Agent to the ABL Credit Agreement Collateral Agent (a) stating
that an “Event of Default” has occurred and is continuing under any Term Loan Document and specifying the relevant Event of
Default and (b) identifying with reasonable detail any cash proceeds which may be deposited in any Deposit Account or Securities
Account constituting Term Loan Priority Collateral.


 


“Term Loan Cap Amount” means,
as of any date of determination and subject to Section 1.3, the sum of (a)(x) the sum of (i) $925,000,000600,000,000,(ii) without
duplication of clause (iv) of this definition, the principal amount permitted to be incurred as “Incremental Loans”
under Section 2.14 of the First Lien Credit Agreement (as in effect on the date hereofAmendment
and Restatement Date) as of the applicable date of determination; and
(iii) so long as such principal amount does not exceed $25,000,000, the
principal amount of indebtedness permitted to be secured by an “Applicable Lien” (as defined in the First Lien Credit Agreement)
pursuant to Section 7.01(bb) of the First Lien Credit Agreement (as in effect on the date hereofAmendment
and Restatement Date) as of the applicable date of determination; (iv) $400,000,000
(including Indebtedness in respect of any interest paid on the Second Lien
Notes in the form of additional Indebtedness under the Second Lien Notes Indenture as in effect on the date hereof to the extent such
payment would have been permitted pursuant to the terms of the Second Lien Notes Indenture) and (v) without duplication of clause
(ii) of this definition, the principal permitted to be incurred as “Additional Second Lien Debt”, that is secured by
Liens on the Second Lien Collateral that rank on a pari passu basis with the Liens on the Second Lien Collateral securing the Second
Lien Notes (without regard to control of remedies) under Section 4.03(p) of the Second Lien Notes Indenture (as in effect on
the date hereof) as of the applicable date of determination multiplied by (y) 115% and (b) any
accrued and unpaid interest (including interest accruing at the default rate specified in the applicable Term Loan Financing Documents
and any Post-Petition Interest) and premiums (including tender premiums and prepayment premiums) payable on account of any Term Loan
Obligations and any underwriting discounts, fees, commissions and expenses (including original issue discount, upfront fees or initial
yield payments), attorneys’ fees, costs, expenses and indemnities paid or payable by any Obligor in connection with incurrence
or issuance of any Term Loan Obligation or any Refinancing of any Term Loan Obligation in accordance with the terms of this Agreement.


 






    	 	-5-	



     


    

 


“Term Loan Claimholders” means
the First Lien Claimholders and the Second Lien Claimholders.


 


“Term Loan Collateral” means the
First Lien Collateral and the Second Lien Collateral.


 


“Term Loan Collateral Agents”
means the First Lien Collateral Agents and the Second Lien Collateral Agents.


 


“Term Loan Collateral Documents”
means the First Lien Collateral Documents and the Second Lien Collateral Documents.


 


“Term Loan DIP Financing” has
the meaning set forth in Section 6.01(a).


 


“Term Loan Documents” means the
First Lien Documents and the Second Lien Documents.


 


“Term Loan Financing Documents”
means the First Lien Financing Documents and Second Lien Financing Documents.


 


“Term Loan Liens” means the Liens
on the Collateral in favor of the Term Loan Claimholders under Term Loan Collateral Documents.


 


“Term Loan Obligations” means
the First Lien Obligations and the Second Lien Obligations.


 


“Term Loan Other Obligations”
means First Lien Other Obligations and Second Lien Other Obligations.


 


“Term Loan Priority Collateral”
means all Collateral other than ABL Priority Collateral, including, without limitation, all interests of each Obligor in the following
Collateral, in each case whether now owned or existing or hereafter acquired or arising and wherever located, including (a) all rights
of each Obligor to receive moneys due and to become due under or pursuant to the following, (b) all rights of each Obligor to receive
return of any premiums for or Proceeds of any insurance, indemnity, warranty or guaranty with respect to the following or to receive condemnation
Proceeds with respect to the following, (c) all claims of each Obligor for damages arising out of or for breach of or default under
any of the following, and (d) all rights of each Obligor


 






    	 	-6-