Exhibit 10.1


 


EXECUTION VERSION


 



 


THIRD AMENDMENT TO THE


RECEIVABLES FINANCING AGREEMENT


 


This THIRD AMENDMENT TO THE
RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of June 22, 2022, is entered into by and among the
following parties:


 


		(i)	BrightView Funding LLC, as Borrower (the “Borrower”);



 


		(ii)	BRIGHTVIEW LANDSCAPES, LLC, as initial Servicer (the “Servicer”);



 


		(iii)	MUFG BANK, LTD. (“MUFG”), as Lender and LC Participant; and



 


		(iv)	PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Lender, LC Bank, LC Participant and Administrative Agent (in such capacity,
the “Administrative Agent”).



 


Capitalized terms used but
not otherwise defined herein (including such terms used above) have the respective meanings assigned thereto in the Receivables Financing
Agreement described below.


 


BACKGROUND


 


A.            The
parties hereto and PNC Capital Markets LLC (the “Structuring Agent”) have entered into a Receivables Financing
Agreement, dated as of April 28, 2017 (as amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables
Financing Agreement”).


 


B.            Concurrently
herewith, the Borrower, PNC, MUFG and the Structuring Agent are entering into a Third Amended and Restated Fee Letter, dated as of the
date hereof (the “Fee Letter”).


 


C.            The
parties hereto desire to amend the Receivables Financing Agreement as set forth herein.


 


NOW, THEREFORE, with the intention
of being legally bound hereby, and in consideration of the mutual undertakings expressed herein, each party to this Amendment hereby agrees
as follows:


 


SECTION 1.          Amendments
to the Receivables Financing Agreement. The Receivables Financing Agreement is hereby amended to incorporate the changes shown on
the marked pages of the Receivables Financing Agreement attached hereto as Exhibit A.


 


SECTION 2.          Joinder
of MUFG.


 


(a)            MUFG
as a Lender and LC Participant. Effective as of the date hereof, MUFG shall be a Lender and an LC Participant party to the Agreement
for all purposes thereof and of the other Transaction Documents and MUFG assumes all related rights and agrees to be bound by all of the
terms and provisions applicable to Lenders and LC Participants contained in the Agreement and the other Transaction Documents. MUFG’s
Commitment as a Lender shall be $75,000,000 and MUFG accepts such Commitment.


 






     


     


    

 


(b)            Rebalancing
of Capital. On the date hereof, the Borrower will repay a portion of the outstanding Capital as set forth on the final flow of funds
memorandum provided by the Administrative Agent on the date hereof.  The Borrower hereby requests that MUFG fund an initial Loan
on the date hereof as set forth on the final flow of funds memorandum provided by the Administrative Agent on the date hereof.  Such
Loan shall be funded by MUFG on the date hereof in accordance with the terms of the Receivables Purchase Agreement and upon satisfaction
of all conditions precedent thereto specified in the Receivables Purchase Agreement; provided, however, that no Loan Request
shall be required for the amount specified in the flow of funds memorandum.  For administrative convenience, the Borrower hereby
instructs MUFG to fund the foregoing Loan by paying the proceeds thereof directly to the accounts specified in the flow of funds memorandum
by PNC, to be applied as the foregoing repayment of Capital on the Borrower’s behalf.


 


(c)            Credit
Decision. MUFG (i) confirms to the Administrative Agent and each of the Lenders and LC Participants that it has received
a copy of the Agreement, the other Transaction Documents, and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Amendment and (ii) agrees that it will, independently and without reliance
upon the Administrative Agent or any Lender or LC Participant or any of their respective Affiliates, based on such documents and information
as MUFG shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement
and any other Transaction Document. The Administrative Agent and the Lenders and LC Participants make no representation or warranty and
assume no responsibility with respect to (x) any statements, warranties or representations made in or in connection with the Agreement,
any other Transaction Document or any other instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Agreement or the Receivables, any other Transaction Document or any other instrument or document
furnished pursuant thereto or (y) the financial condition of any of the Borrower, the Servicer or the Originators or the performance
or observance by any of the Borrower, the Servicer or the Originators of any of their respective obligations under the Agreement, any
other Transaction Document, or any instrument or document furnished pursuant thereto.


 


(d)            Consent
to Joinder. Each of the parties hereto consents to the foregoing joinder of MUFG in the capacity of a Lender and an LC Participant,
and any otherwise applicable conditions precedent thereto under the Agreement and the other Transactions Documents (other than as set
forth herein) are hereby waived.


 


SECTION 3.          Representations
and Warranties of the Borrower and Servicer. The Borrower and the Servicer hereby represent and warrant to each of the parties hereto
as of the date hereof as follows:


 


(a)            Representations
and Warranties. The representations and warranties made by it in the Receivables Financing Agreement and each of the other Transaction
Documents to which it is a party are true and correct as of the date hereof.


 






    	 	2	 



     


    

 


(b)            Enforceability.
The execution and delivery by it of this Amendment, and the performance of its obligations under this Amendment, the Receivables Financing
Agreement (as amended hereby) and the other Transaction Documents to which it is a party are within its organizational powers and have
been duly authorized by all necessary action on its part, and this Amendment, the Receivables Financing Agreement (as amended hereby)
and the other Transaction Documents to which it is a party are (assuming due authorization and execution by the other parties thereto)
its valid and legally binding obligations, enforceable in accordance with its terms.


 


(c)            No
Event of Default. No Event of Default or Unmatured Event of Default has occurred and is continuing, or would occur as a result of
this Amendment or the transactions contemplated hereby.


 


(d)            Credit
Agreement. The Credit Agreement has not been amended, restated, supplemented or otherwise modified since the effectiveness of that
certain Amendment No. 6 to Credit Agreement, dated as of April 22, 2022.


 


SECTION 4.          Effect
of Amendment; Ratification. All provisions of the Receivables Financing Agreement and the other Transaction Documents, as expressly
amended and modified by this Amendment, shall remain in full force and effect. After this Amendment becomes effective, all references
in the Receivables Financing Agreement (or in any other Transaction Document) to “this Receivables Financing Agreement”, “this
Agreement”, “hereof”, “herein” or words of similar effect referring to the Receivables Financing Agreement
shall be deemed to be references to the Receivables Financing Agreement as amended by this Amendment. This Amendment shall not be deemed,
either expressly or impliedly, to waive, amend or supplement any provision of the Receivables Financing Agreement other than as set forth
herein. It is the intent of the parties hereto, and the parties hereto agree, that this Amendment shall not constitute a novation of the
Receivables Financing Agreement, any other Transaction Document or any of the rights, obligations or liabilities thereunder. The Receivables
Financing Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.


 


SECTION 5.          Effectiveness.
This Amendment shall become effective as of the date hereof, subject to the satisfaction of each of the following conditions precedent:


 


(a)            receipt
by the Administrative Agent of counterparts of this Amendment (whether by facsimile or otherwise) executed by each of the parties hereto;


 


(b)            receipt
by the Administrative Agent of counterparts of the Fee Letter (whether by facsimile or otherwise) executed by each of the parties
thereto;


 


(c)            receipt
by the Administrative Agent of a standard corporate enforceability opinion addressed to the Administrative Agent, the Lender, the LC Bank
and the LC Participants covering such matters as the Administrative Agent may reasonably request in form and substance satisfactory to
the Administrative Agent;


 






    	 	3	 



     


    

 


(d)            receipt
by the Administrative Agent of resolutions and secretary’s certificates of the Borrower and the Servicer in connection with this
Amendment and the transactions contemplated hereby;


 


(e)            evidence
received by the Administrative Agent that (i) the “Upfront Fee” under and as defined in the Fee Letter and (ii) each
other fee or other amount owing by the Borrower on the date hereof under any Transaction Document or in connection with this Amendment
or the transactions contemplated hereby, in each case, have been paid in fully in accordance with the terms of the Fee Letter or such
other document to which such fee or amount is payable; provided that (x) the Borrower shall not be required to pay any fees,
costs, expenses or disbursements of internal counsel to the Administrative Agent or any other Credit Party in connection with the execution
of this Amendment or the transactions contemplated hereby and (y) the fees, costs, expenses and disbursement of external counsel
to the Administrative Agent and any other Credit Party in connection with the execution of this Amendment and the transactions contemplated
hereby (excluding any amendment, restatement, supplement, consent or waiver, if any, of this Amendment or any other Transaction Document
from time to time occurring after the date hereof) shall not exceed $50,000; and


 


(f)            receipt
by the Administrative Agent of such other documents and instruments as the Administrative Agent may reasonably request prior to the date
hereof.


 


SECTION 6.          Severability.
Any provisions of this Amendment which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


SECTION 7.          Transaction
Document. This Amendment shall be a Transaction Document for purposes of the Receivables Financing Agreement.


 


SECTION 8.          Counterparts.
This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all
of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart hereof by facsimile or other
electronic means shall be equally effective as delivery of an originally executed counterpart. The words “execution”, “executed”,
 “signed”, “signature”, and words of like import in this Amendment shall be deemed to include electronic signatures
or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or
the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any
other similar state laws based on the Uniform Electronic Transactions Act.


 






    	 	4	 



     


    

 


SECTION 9.          GOVERNING
LAW AND JURISDICTION.


 


(a)            THIS
AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.


 


(b)            EACH
PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE BORROWER AND THE SERVICER, THE EXCLUSIVE JURISDICTION, AND (II) WITH
RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK STATE OR FEDERAL COURT
SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, AND EACH PARTY HERETO HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING (I) IF BROUGHT BY THE BORROWER, THE SERVICER OR ANY AFFILIATE
THEREOF, SHALL BE HEARD AND DETERMINED, AND (II) IF BROUGHT BY ANY OTHER PARTY TO THIS AMENDMENT, MAY BE HEARD AND DETERMINED, IN
EACH CASE, IN SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. NOTHING IN THIS SECTION SHALL
AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR THE SERVICER
OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. EACH OF THE BORROWER AND THE SERVICER HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING.
THE PARTIES HERETO AGREE 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.


 


SECTION 10.          Section Headings.
The various headings of this Amendment are included for convenience only and shall not affect the meaning or interpretation of this Amendment,
the Receivables Financing Agreement or any provision hereof or thereof.


 


SECTION 11.          Reaffirmation
of Performance Guaranty. After giving effect to this Amendment and each of the other transactions contemplated hereby, all of the
provisions of the Performance Guaranty shall remain in full force and effect and Performance Guarantor hereby ratifies and affirms the
Performance Guaranty and acknowledges that the Performance Guaranty has continued and shall continue in full force and effect in accordance
with its terms.


 


[Signature
pages follow]


 






    	 	5	 



     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Amendment by their duly authorized officers as of the date first above written.


  


	 	BrightView Funding LLC,
	 	as Borrower
	 	 
	 	By:	/s/ Katriona Knaus
	 	Name: Katriona Knaus
	 	Title: Treasurer
	 	 
	 	BRIGHTVIEW LANDSCAPES, LLC,
	 	as initial Servicer
	 	 
	 	By:	/s/ Katriona Knaus
	 	Name: Katriona Knaus
	 	Title: Treasurer



 








BrightView/PNC: Third Amendment to


Receivables Financing
Agreement




 






    	 	S-1	 



     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Administrative Agent
	 	 
	 	By:	 /s/ Christopher Blaney
	 	Name: Christopher Blaney
	 	Title: Senior Vice President
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as Lender
	 	 
	 	By: 	 /s/ Christopher Blaney
	 	Name: Christopher Blaney
	 	Title: Senior Vice President
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,
	 	as LC Bank and LC Participant
	 	 
	 	By: 	/s/ Christopher Blaney
	 	Name: Christopher Blaney
	 	Title: Senior Vice President



 


BrightView/PNC: Third Amendment to


Receivables Financing
Agreement




 






    	 	S-2	 



     


    

 


	 	MUFG BANK, LTD.,
	 	as Lender and LC Participant
	 	 
	 	By:	/s/ Eric Williams
	 	Name: Eric Williams
	 	Title: Managing Director



 





BrightView/PNC: Third Amendment to


Receivables Financing
Agreement




 






    	 	S-3	 



     


    

 


	ACKNOWLEDGED AND AGREED:
	 
	BRIGHTVIEW HOLDINGS, INC.,
	as Performance Guarantor
	              
	By:	/s/ Katriona Knaus           	        
	Name: Katriona Knaus
	Title: Treasurer



 





BrightView/PNC: Third Amendment to


Receivables Financing
Agreement




 






    	 	S-4	 



     


    

 


EXHIBIT A


 


Amendments to Receivables Financing Agreement


 


Exhibit A


 






     


     


    

 


EXECUTION
VERSION


EXHIBIT A to SecondThird Amendment,
Dated as of February 19June
22, 20212022


EXECUTION COPY


 


RECEIVABLES FINANCING AGREEMENT


 


Dated as of April 28, 2017


 


by and among


 


BrightView
Funding LLC,


as Borrower,


 


THE PERSONS FROM TIME TO
TIME PARTY HERETO,


as Lenders and LC Participants,


 


PNC BANK, NATIONAL ASSOCIATION,


as LC Bank,


 


PNC BANK, NATIONAL ASSOCIATION,


as Administrative Agent,


 


BRIGHTVIEW LANDSCAPES, LLC,


as initial Servicer,


 


and


 


PNC CAPITAL MARKETS LLC, as Structuring Agent


 






     


     


    

 





Table
of Contents


 


Page


 


	ARTICLE I DEFINITIONS   	  1
	SECTION 1.01. Certain Defined Terms  	   1
	SECTION 1.02. Other Interpretative Matters	     3742
	SECTION 1.03.  LIBOR SOFR Notification   	  3842
	SECTION 1.04. Conforming Changes Relating to SOFR, Daily 1M SOFR or Daily Simple SOFR  	   42
	ARTICLE II TERMS OF THE LOANS 	    3843
	SECTION 2.01. Loan Facility  	   3843
	SECTION 2.02. Making Loans; Repayment of Loans   	  3843
	SECTION 2.03. Interest and Fees  	   4045
	SECTION 2.04. Records of Loans and Participation Advances  	   4045
	SECTION 2.05. Selection of Interest Rates and Tranche PeriodsRate Options	4045
	SECTION 2.06. Defaulting Lenders   	  47
	SECTION 2.07. Tranche Periods  	   47
	ARTICLE III LETTER OF CREDIT FACILITY   	  4148
	SECTION 3.01. Letters of Credit.   	  4148
	SECTION 3.02. Issuance of Letters of Credit; Participations.  	   48
	SECTION 3.03. Requirements For Issuance of Letters of Credit 	    49
	SECTION 3.04. Disbursements, Reimbursement.   	  4350
	SECTION 3.05. Repayment of Participation Advances.    	 50
	SECTION 3.06. Documentation; Documentary and Processing Charges   	  51
	SECTION 3.07. Determination to Honor Drawing Request  	   51
	SECTION 3.08. Nature of Participation and Reimbursement Obligations  	   52
	SECTION 3.09. Indemnity  	   53
	SECTION 3.10. Liability for Acts and Omissions   	  54
	SECTION 3.11. LC Collateral Account 	    4855
	ARTICLE IV SETTLEMENT PROCEDURES AND PAYMENT PROVISIONS  	   55
	SECTION 4.01. Settlement Procedures.  	   55
	SECTION 4.02. Payments and Computations, Etc.   	  5158



 






    -i-


     


    

 











Table
of Contents


(continued)


 


Page


 



	ARTICLE V INCREASED COSTS; FUNDING LOSSES; TAXES; ILLEGALITY AND SECURITY INTEREST  	   58
	SECTION 5.01. Increased Costs.   	  58
	SECTION 5.02. Funding Losses.    	 5359
	SECTION 5.03. Taxes.   	  60
	SECTION 5.04. Inability to Determine Adjusted LIBOR or LMIR; Change in Legality Rate Unascertainable; Increased Costs; Illegality; Benchmark Replacement Setting. 	    64
	SECTION 5.05.  Security Selection of Interest Rate Options   	  5869
	SECTION 5.06.  Benchmark Replacement Setting      Security Interest.  	 5969
	ARTICLE VI CONDITIONS to Effectiveness and CREDIT EXTENSIONS 	    6170
	SECTION 6.01. Conditions Precedent to Effectiveness and the Initial Credit Extension    	 6170
	SECTION 6.02. Conditions Precedent to All Credit Extensions   	  6170
	SECTION 6.03. Conditions Precedent to All Releases    	 6271
	ARTICLE VII REPRESENTATIONS AND WARRANTIES 	    6372
	SECTION 7.01. Representations and Warranties of the Borrower  	   6372
	SECTION 7.02. Representations and Warranties of the Servicer	     6877
	ARTICLE VIII COVENANTS  	   7281
	SECTION 8.01. Covenants of the Borrower  	   7281
	SECTION 8.02. Covenants of the Servicer  	   8090
	SECTION 8.03. Separate Existence of the Borrower 	    8596
	ARTICLE IX ADMINISTRATION AND COLLECTION OF RECEIVABLES  	   89100
	SECTION 9.01. Appointment of the Servicer.  	   89100
	SECTION 9.02. Duties of the Servicer.   	  90101
	SECTION 9.03. Collection Account Arrangements   	  91101
	SECTION 9.04. Enforcement Rights.  	   92102
	SECTION 9.05. Responsibilities of the Borrower.  	   93103
	SECTION 9.06. Servicing Fee.  	   93104
	ARTICLE X EVENTS OF DEFAULT 	    94104
	SECTION 10.01. Events of Default  	   94104



 






    -ii-


     


    

 











Table
of Contents


(continued)


 


Page


 



	ARTICLE XI THE ADMINISTRATIVE AGENT  	   98108
	SECTION 11.01. Authorization and Action   	  98108
	SECTION 11.02. Administrative Agent’s Reliance, Etc. 	    98108
	SECTION 11.03. Administrative Agent and Affiliates  	   98108
	SECTION 11.04. Indemnification of Administrative Agent  	   99109
	SECTION 11.05. Delegation of Duties  	   99109
	SECTION 11.06. Action or Inaction by Administrative Agent  	   99109
	SECTION 11.07. Notice of Events of Default; Action by Administrative Agent 	    99109
	SECTION 11.08. Non-Reliance on Administrative Agent and Other Parties  	   100110
	SECTION 11.09. Successor Administrative Agent.  	   100110
	SECTION 11.10. Structuring Agent   	  100110
	SECTION 11.11. Erroneous Payments.  	   111
	ARTICLE XII INDEMNIFICATION    	 101113
	SECTION 12.01. Indemnities by the Borrower.  	   101113
	SECTION 12.02. Indemnification by the Servicer.  	   104116
	ARTICLE XIII MISCELLANEOUS 	    105117
	SECTION 13.01. Amendments, Etc.  	   105117
	SECTION 13.02. Notices, Etc.  	   106118
	SECTION 13.03. Assignability; Addition of Lenders.  	   107119
	SECTION 13.04. Costs and Expenses  	   109121
	SECTION 13.05. No Proceedings; Limitation on Payments. 	    110122
	SECTION 13.06. Confidentiality. 	    110122
	SECTION 13.07. GOVERNING LAW  	   111123
	SECTION 13.08. Execution in Counterparts  	   111124
	SECTION 13.09. Integration; Binding Effect; Survival of Termination 	    112124
	SECTION 13.10. CONSENT TO JURISDICTION 	    112124
	SECTION 13.11. WAIVER OF JURY TRIAL  	   113125
	SECTION 13.12. Ratable Payments  	   113125
	SECTION 13.13. Limitation of Liability.  	   113125
	SECTION 13.14. Intent of the Parties  	   113126



 






    -iii-


     


    

 











Table
of Contents


(continued)


 


Page


 



	SECTION 13.15. USA Patriot Act 	    114126
	SECTION 13.16. Right of Setoff	     114126
	SECTION 13.17. Severability 	    114126
	SECTION 13.18. Mutual Negotiations 	    114126
	SECTION 13.19. Captions and Cross References	     114126



  






    -iv-


     


    

 














Table
of Contents


(continued)


 


Page


 



	EXHIBITS	 	 
	 	 	 
	EXHIBIT A	–	Form of [Loan Request] [LC Request]
	EXHIBIT B	–	Form of Reduction Notice
	EXHIBIT C	–	Form of Assignment and Acceptance Agreement
	EXHIBIT D	–	Form of Letter of Credit Application
	EXHIBIT E	–	Credit and Collection Policy
	EXHIBIT F	–	Form of Monthly Report
	EXHIBIT G	–	Form of Compliance Certificate
	EXHIBIT H	–	Closing Memorandum
	EXHIBIT I	–	Form of Interim Report
	EXHIBIT J	–	U.S. Tax Compliance Certificate
	 	 	 
	 	 	 
	SCHEDULES	 	 
	 	 	 
	SCHEDULE I	–	Commitments
	SCHEDULE II	–	Lock-Boxes, Collection Accounts and Collection Account Banks
	SCHEDULE III	–	Notice Addresses



 






    -v-


     


    

 


This RECEIVABLES FINANCING
AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered
into as of April 28, 2017 by and among the following parties:


 


		(i)	BRIGHTVIEW FUNDING LLC, a Delaware limited liability company, as Borrower (together with its successors
and assigns, the “Borrower”);



 


		(ii)	the Persons from time to time party hereto as Lenders and LC Participants;



 


		(iii)	PNC BANK, NATIONAL ASSOCIATION, as LC Bank (in such capacity, together with its successors and assigns
in such capacity, the “LC Bank”);



 


		(iv)	PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent;



 


		(v)	BRIGHTVIEW LANDSCAPES, LLC, a Delaware limited liability company, in its individual capacity (“BrightView”)
and as initial Servicer (in such capacity, together with its successors and assigns in such capacity, the “Servicer”);
and



 


		(vi)	PNC CAPITAL MARKETS LLC, a Pennsylvania limited liability company, as Structuring Agent.



 


PRELIMINARY STATEMENTS


 


The Borrower has acquired,
and will acquire from time to time, Receivables from the Originator(s) pursuant to the Purchase and Sale Agreement. The Borrower
has requested (a) that the Lenders make Loans from time to time to the Borrower and (b) the LC Bank to issue Letters of Credit
for the account of the Borrower from time to time, in each case, on the terms, and subject to the conditions set forth herein, secured
by, among other things, the Receivables.


 


In consideration of the mutual
agreements, provisions and covenants contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.01.
Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms defined):


 


“Account Control
Agreement” means each agreement, in form and substance satisfactory to the Administrative Agent, among the Borrower, the Servicer,
the Administrative Agent and a Collection Account Bank, governing the terms of the related Collection Accounts, that, among other things,
provides the Administrative Agent with control within the meaning of the UCC over the deposit accounts subject to such agreement, as the
same may be amended, restated, supplemented or otherwise modified from time to time.


 






     


     


    

 


“Adjusted LC Participation
Amount” means, at any time of determination, the greater of (i) the LC Participation Amount less the amount of cash collateral
held in the LC Collateral Account at such time and (ii) zero ($0).


 


“Adjusted
LIBOR” means with respect to any Tranche Period, the interest rate per annum determined by the applicable Lender by dividing (the
resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest determined by
such Lender in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the rate per
annum for deposits in Dollars as reported by Bloomberg Finance L.P. and shown on US0001M Screen as the composite offered rate for London
interbank deposits for such Tranche Period (or on any successor or substitute page of such service, or any successor to or substitute
for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by
such Lender from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank
market) at or about 11:00 a.m. (London time) on the Business Day which is two (2) Business Days prior to the first day of such
Tranche Period for an amount comparable to the Portion of Capital to be funded at Adjusted LIBOR during such Tranche Period, by (ii) a
number equal to 1.00 minus the Euro-Rate Reserve Percentage; provided, however, that with respect to the initial Tranche Period for a
Loan that is not advanced on a Monthly Settlement Date, Adjusted LIBOR shall be the interest rate per annum equal to LMIR for each day
during such initial Tranche Period from the date that such Loan is made pursuant to Section 2.01 until the next-occurring Monthly
Settlement Date The calculation of Adjusted LIBOR may also be expressed by the following formula:


 


Composite
of London interbank offered rates shown on





Bloomberg
Finance L.P. Screen US0001M





or appropriate
successor





Adjusted
LIBOR          =                                                              





1.00
- Euro-Rate Reserve Percentage


 


Adjusted
LIBOR shall be adjusted on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. The applicable
Lender shall give prompt notice to the Borrower of Adjusted LIBOR as determined or adjusted in accordance herewith (which determination
shall be conclusive absent manifest error). Notwithstanding the foregoing, if Adjusted LIBOR as determined herein would be less than zero
(0.00), such rate shall be deemed to be zero percent (0.00%) for purposes of this Agreement.


 


“Administrative Agent”
means PNC, in its capacity as contractual representative for the Credit Parties, and any successor thereto in such capacity appointed
pursuant to Article XI or Section 13.03(f).


 


“Adverse Claim”
means any Lien, except any Permitted Lien.


 


“Advisors”
has the meaning set forth in Section 13.06(c).


 


“Affected Person”
means each Credit Party and each of their respective Affiliates.


 






    2


     


    

 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common
control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power
to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities,
by contract or otherwise.


 


“Aggregate Capital”
means, at any time of determination, the aggregate outstanding Capital of all Lenders and LC Participants at such time.


 


“Aggregate Interest”
means, at any time of determination, the aggregate accrued and unpaid Interest on the Loans of all Lenders at such time.


 


“Agreement”
has the meaning set forth in the preamble to this Agreement.


 


“Anti-Corruption
Law” means the laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time
to time concerning or relating to bribery or corruption.


 


“Anti-Terrorism LawsLaw”
means any Applicable Law of the United States relatingin
force or hereinafter enacted related to terrorism financing, trade sanctions programs and
embargoes, import/export licensing, money laundering or bribery, and any regulation,
order, or directive promulgated, issued or enforced pursuant to such Applicable Laws of the United States, all as amended, supplemented
or replaced from time to time., or economic sanctions, including
the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the USA PATRIOT Act, the International Emergency Economic Powers Act, 50 U.S.C.
1701, et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1, et seq., 18 U.S.C. § 2332d, and 18 U.S.C. § 2339B.


 


“Applicable Law”
means, with respect to any Person, (x) all provisions of law, statute, treaty, constitution, ordinance, rule, regulation, ordinance,
requirement, restriction, permit, executive order, certificate, decision, directive or order of any Governmental Authority applicable
to such Person or any of its property and (y) all judgments, injunctions, orders, writs, decrees and awards of all courts and arbitrators
in proceedings or actions in which such Person is a party or by which any of its property is bound. For the avoidance of doubt, FATCA
shall constitute an “Applicable Law” for all purposes of this Agreement.


 


“Assignment and Acceptance
Agreement” means an assignment and acceptance agreement entered into by a Lender, an Eligible Assignee and the Administrative
Agent, and, if required, the Borrower, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially
the form of Exhibit C hereto.


 


“Attorney Costs”
means and includes all fees, costs, expenses and disbursements of any law firm or other external counsel and all disbursements of internal
counsel.


 






    3


     


    

 


“Available
Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the
then currentthen-current
Benchmark is a term rate or is based on a term rate, any tenor for such Benchmark (or
component thereof) that is or may be used for determining the length of an InterestTranche
Period pursuant to this Agreement or (y) otherwise, any payment period
for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of
making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for
the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “InterestTranche
Period” pursuant to Section 5.06(d), or (y) if the then current Benchmark is not
a term rate nor based on a term rate, any payment period for interest calculated with reference to such Benchmark pursuant to this Agreement
as of such date. For the avoidance of doubt, the Available Tenor for LMIR is one month.5.04.


 


“Bankruptcy Code”
means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time.


 


“Base
Rate” means, for any day and any Lender, a fluctuating interest,
a rate per annum as shall be in effect from time to time, which rate shall be at all times
equal to the higher of:equal to the highest of (a) the
Prime Rate, (b) the Overnight Bank Funding Rate in effect on such day plus 0.50% and (c) Daily 1M SOFR in effect on such
day plus 1.00%. Any change in the Base Rate due to a change in the Base Rate, Overnight Bank Funding Rate or Term SOFR shall be effective
from and including the effective date of such change in the Overnight Bank Funding Rate or Daily 1M SOFR, respectively;


 


(a) the
rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent or its Affiliate as its “reference
rate” or “prime rate”, as applicable. Such “reference rate” or “prime rate” is set by the Administrative
Agent or its Affiliate based upon various factors, including such Person’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,
and is not necessarily the lowest rate charged to any customer; and


 


(b) 0.50%
per annum above the latest Overnight Bank Funding Rate for such day.


 


provided,
however, if the Base Rate as determined above would be less than zero, then such rate shall be deemed to be zero.


 


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


 


“Base
Rate Option” means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in Section 2.05(a)(ii)(B);


 


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


 


“Benchmark”
means, initially, USD LIBORTerm
SOFR; provided that if a Benchmark Transition Event a Term SOFR Transition Event or
an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date havehas
occurred with respect to USD LIBOR or the then-currentTerm
SOFR or the then current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that
such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 5.06(a)5.04.


 






    4


     


    


 


“Benchmark
Replacement” means, for any Available Tenorwith
respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the
Administrative Agent for the applicable Benchmark Replacement Date:


 


(1) the
sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;


 


(2) the
sum of: (a1)     Daily
Simple SOFR; and (b) the related
Benchmark Replacement Adjustment;


 


(32)     the
sum of:  (aA)
the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the
replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement forto
the then-current Benchmark, for U.S. dollar-denominated syndicated
credit facilities at such time and (bB)
the related Benchmark Replacement Adjustment; provided that, in the case of
clause (B) above, such adjustment shall not be in the form of an increase of the applicable margin;


 


provided
 that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other
information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion; provided,
further, that, with respect to a Term SOFR Transition Event, on the applicable Benchmark Replacement Date, the “Benchmark Replacement”
shall revert to and shall be determined as set forth in clause (1) of this definition. If;
further that if the Benchmark Replacement as determined pursuant to clause (1), or
(2) or (3) above would be less than the Floor, the Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.


 


Notwithstanding
anything to the contrary herein, any such Benchmark Replacement, including any Conforming Changes made to a Benchmark Replacement, or
alternate rate of interest shall meet the standards set forth in Proposed U.S. Treasury Regulations under Section 1.1001-6 (or any
successor U.S. Treasury Regulations or other official Internal Revenue Service guidance promulgated that supersedes such Proposed U.S.
Treasury Regulations) so as not to be treated as a “modification” (and therefor an exchange) of any Loans for purposes of
Treasury Regulations Section 1.1001-3.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted
Benchmark Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement:


 


(1) for
purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in
the order below that can be determined by the Administrative Agent:


 


(a) the spread
adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of
the Reference Time such Benchmark Replacement is first set for such Available Tenor that has been selected or recommended by the Relevant
Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding
Tenor;


 






    5


     


    

 


(b) the spread
adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such
Available Tenor that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon
an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and


 


(2) for
purposes of clause (3) of the definition of “Benchmark Replacement,”
Adjustment” means, with respect to any replacement of the then-current
Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for
the applicable Corresponding Tenor giving due consideration to (ia)
any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on
the applicable Benchmark Replacement Date or (iib)
any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread
adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominatedDollar
denominated syndicated credit facilities; at
such time.


 


provided that, (x) in
the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark
Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion and (y) if the then-current
Benchmark is a term rate, more than one tenor of such Benchmark is available as of the applicable Benchmark Replacement Date and the applicable
Unadjusted Benchmark Replacement will not be a term rate, the Available Tenor of such Benchmark for purposes of this definition of “Benchmark
Replacement Adjustment” shall be deemed to be the Available Tenor that has approximately the same length (disregarding business
day adjustments) as the payment period for interest calculated with reference to such Unadjusted Benchmark Replacement.


 


“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, length of lookback periods, the applicability of breakage provisions,
and other technical, administrative or operational matters) that the Administrative Agent 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 decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent 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 Transaction Documents).


 






    6


     


    

 


“Benchmark Replacement
Date” means the earliest to occur of the following events with respect to the then-current Benchmark:


 


(1)            in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (aA)
the date of the public statement or publication of information referenced therein and (bB)
the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely
ceases to provide all Available Tenors of such Benchmark (or such component thereof); or


 


(2)            in
the case of clause (3) of the definition of “Benchmark Transition Event,” the first
date determined by the Administrative Agent, which date shall promptly follow the date of
the publicon which such Benchmark (or the published component
used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component
thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided
that such non-representativeness will be determined by reference to the most recent statement or publication of
information referenced therein; in
such clause (3) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date;
or


 


(3)   in
the case of a Term SOFR Transition Event, the date that is set forth in the Term SOFR Notice provided to the Lenders and the Borrower
pursuant to Section 5.06, which date shall be at least 30 days from the date of the Term SOFR Notice; or


 


(4)   in
the case of an Early Opt-in Election, the sixth (6th) 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 the Majority Lenders.


 


For
the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs
on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed
to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date”
will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of
the applicable event or events set forth therein with respectsolely
to the extent such event applies to all then-current Available Tenors of such Benchmark (or the published component used in
the calculation thereof).


 


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


 


(1)            a
public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used
in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark
(or such component thereof), permanently or indefinitely,;
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available
Tenor of such Benchmark (or such component thereof);


 






    7


     


    

 


(2)            a
public statement or publication of information by an Official Body having jurisdiction over the Administrative
Agent, thethe regulatory supervisor for the administrator
of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of
New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority
with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution
authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such
component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely,;
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available
Tenor of such Benchmark (or such component thereof); or


 


(3)            a
public statement or publication of information by the regulatory supervisor foror
on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or an
Official Body having jurisdiction over the Administrative Agentthe
regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors
of such Benchmark (or such component thereof) are no longernot,
or as of a specified future date will not be, representative.


 


For
the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark ifsolely
to the extent that a public statement or publication of information set forth above has occurred with respect to eachall
then-current Available TenorTenors
of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark
Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant
to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced
the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 5.06(d)5.04
and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under
any Transaction Document in accordance with Section 5.06(d)5.04.


 


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


 


“Borrower”
has the meaning specified in the preamble to this Agreement.


 


“Borrower Indemnified
Amounts” has the meaning set forth in Section 12.01(a).


 


“Borrower Indemnified
Party” has the meaning set forth in Section 12.01(a).


 






    8


     


    

 


“Borrower Material
Adverse Effect” means a material adverse effect on any of the following:


 


(a)            the
assets, operations, business or financial condition of the Borrower;


 


(b)            the
ability of the Borrower to perform its obligations under this Agreement or any other Transaction Document to which it is a party;


 


(c)            the
validity or enforceability of this Agreement or any other Transaction Document to which the Borrower is a party, or the validity, enforceability,
value or collectibility of any material portion of the Pool Receivables;


 


(d)            the
status, perfection, enforceability or priority of the Administrative Agent’s security interest in the Collateral; or


 


(e)            the
rights and remedies of any Credit Party under the Transaction Documents or associated with its respective interest in the Collateral.


 


“Borrower Obligations”
means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising
or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Borrower to any Credit Party, Borrower
Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or
the transactions contemplated hereby or thereby, and shall include, without limitation, all Capital and Interest on the Loans, reimbursement
for drawings under the Letters of Credit, all Fees and all other amounts due or to become due under the Transaction Documents (whether
in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations
that accrue after the commencement of any Insolvency Proceeding with respect to the Borrower (in each case whether or not allowed as a
claim in such proceeding).


 


“Borrower’s
Net Worth” means, at any time of determination, an amount equal to (i) the Outstanding Balance of all Pool Receivables
at such time, minus (ii) the sum of (A) the Aggregate Capital at such time, plus (B) the Adjusted LC Participation
Amount at such time, plus (C) the Aggregate Interest at such time, plus (D) the aggregate accrued and unpaid Fees
at such time, plus (E) the aggregate outstanding principal balance of all Subordinated Notes at such time, plus (F) the
aggregate accrued and unpaid interest on all Subordinated Notes at such time, plus (G) without duplication, the aggregate
accrued and unpaid other Borrower Obligations at such time.


 


“Borrowing Base”
means, at any time of determination, the amount equal to the lesser of (a) the Facility Limit and (b) the amount equal to (i) the
Net Receivables Pool Balance at such time, minus (ii) the Total Reserves at such time.


 


“Borrowing Base Deficit”
means, at any time of determination, the amount, if any, by which (a) the Aggregate Capital plus the Adjusted LC Participation Amount
at such time, exceeds (b) the Borrowing Base at such time.


 


“Borrowing
Tranche” means specified portions of Loans consisting of simultaneous loans of the same Type, and in the case of Term Rate Loans,
having the same Tranche Period. For the avoidance of doubt, Daily Rate Loans of the same Type shall be considered one Borrowing Tranche.


 






    9


     


    

 


“Breakage Fee”
means (i) for any InterestTranche
Period for which Interest is computed by reference to LMIR or Adjusted LIBOR, as applicable,the
SOFR Rate and a reduction of Capital is made for any reason on any day other than a Settlement
Datethe last day of the related Tranche Period or
(ii) to the extent that the Borrower shall for any reason, fail to borrow on the date specified by the Borrower in connection with
any request for funding pursuant to Article II of this Agreement, the amount, if any, by which (A) the additional Interest
(calculated without taking into account any Breakage Fee or any shortened duration of such InterestTranche
Period pursuant to the definition thereof) which would have accrued during such InterestTranche
Period on the reductions of Capital relating to such InterestTranche
Period had such reductions not been made (or, in the case of clause (ii) above, the amounts so failed to be borrowed or accepted
in connection with any such request for funding by the Borrower), exceeds (B) the income, if any, received by the applicable Lender
from the investment of the proceeds of such reductions of Capital (or such amounts failed to be borrowed by the Borrower). A certificate
as to the amount of any Breakage Fee (including the computation of such amount) shall be submitted by the affected Lender to the Borrower
and shall be conclusive and binding for all purposes, absent manifest error.


 


“BrightView”
has the meaning specified in the preamble to this Agreement.


 


“Business Day”
means any day (other than a Saturday or Sunday) on which: (a) banks are not authorized
or required to close in Pittsburgh, Pennsylvania, or New York City, New York and (b) if this definition
of “Business Day” is utilized; provided that for
purposes of any direct or indirect calculation or determination of, or when used in connection with Adjusted
LIBOR or LMIR, as applicable, dealings are carried out in the London interbank market.any
interest rate settings, fundings, disbursements, settlements, payments, or other dealings with respect to any SOFR Rate Loan, Daily 1M
SOFR Loan or Daily Simple SOFR Loan, Business Day means a U.S. Government Securities Business Day.


 


“Capital”
means, with respect to any Lender, without duplication, the aggregate amounts (i) paid to, or on behalf of, the Borrower in connection
with all Loans made by such Lender pursuant to Article II, (ii) paid by such Lender, as an LC Participant, to the LC
Bank in respect of a Participation Advance made by such Lender to LC Bank pursuant to Section 3.04(b) and (iii) with
respect to the Lender that is the LC Bank, paid by the LC Bank with respect to all drawings under the Letter of Credit to the extent such
drawings have not been reimbursed by the Borrower or funded by Participation Advances, as reduced from time to time by Collections distributed
and applied on account of such Capital pursuant to Section 4.01; provided, that if such Capital shall have been reduced
by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such
Capital shall be increased by the amount of such rescinded or returned distribution as though it had not been made.


 


“Capital Stock”
means, with respect to any Person, any and all common shares, preferred shares, interests, participations, rights in or other equivalents
(however designated) of such Person’s capital stock, partnership interests, limited liability company interests, membership interests
or other equivalent interests and any rights (other than debt securities convertible into or exchangeable for capital stock), warrants
or options exchangeable for or convertible into such capital stock or other equity interests.


 






    10


     


    

 


“Change in Control”
means the occurrence of any of the following:


 


(a)            (f) Parent
ceases to own, directly, 100% of the issued and outstanding Capital Stock and all other equity interests of the Borrower free and clear
of all Adverse Claims;


 


(b)            (g) Parent
ceases to own, directly or indirectly, 100% of the issued and outstanding Capital Stock, membership interests or other equity interests
of any Originator;


 


(c)            (h) any
Subordinated Note shall at any time cease to be owned by an Originator, free and clear of all Adverse Claims;


 


(d)            (i) a
 “Change of Control” (as defined in the Credit Agreement) shall have occurred;


 


(e)            (j) Holdings
ceases to own, directly or indirectly, 100% of the issued and outstanding Capital Stock, membership interests or other equity interests
of Parent; or


 


(f)            (k) with
respect to Holdings, any “person”, “entity” or “group” (within the meaning of Section 13(d) or
14(d) of the Exchange Act), other than the Permitted Holders, shall at any time have acquired direct or indirect beneficial ownership
of a percentage of the voting power of the outstanding Voting Stock of Holdings that exceeds 35% thereof, unless the Permitted Holders
have, at such time, 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 Holdings.


 


“Change in Law”
means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not
having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (w) the
final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact
of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related
Issues, adopted by the United States bank regulatory agencies on December 15, 2009, (x) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all
requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to the agreements
reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and
Banking Systems” (as amended, supplemented or otherwise modified or replaced from time to time), shall in each case be deemed to
be a “Change in Law”, regardless of the date enacted, adopted or issued.


 






    11


     


    

 


“Closing Date”
means April 28, 2017.


 


“Code”
means the Internal Revenue Code of 1986, as amended, reformed or otherwise modified from time to time.


 


“Collateral”
has the meaning set forth in Section 5.055.06(a).


 


“Collection Account”
means each account listed on Schedule II to this Agreement (as such schedule may be modified from time to time in connection with
the closing or opening of any Collection Account in accordance with the terms hereof) (in each case, in the name of the Borrower) and
maintained at a bank or other financial institution acting as a Collection Account Bank pursuant to an Account Control Agreement for the
purpose of receiving Collections.


 


“Collection Account
Bank” means any of the banks or other financial institutions holding one or more Collection Accounts.


 


“Collections”
means, with respect to any Pool Receivable: (a) all funds that are received by any Originator, the Borrower, the Servicer or any
other Person on their behalf in payment of any amounts owed in respect of such Pool Receivable (including purchase price, service charges,
finance charges, interest, fees and all other charges), or applied to amounts owed in respect of such Pool Receivable (including insurance
payments, proceeds of drawings under supporting letters of credit and net proceeds of the sale or other disposition of repossessed goods
or other collateral or property of the related Obligor or any other Person directly or indirectly liable for the payment of such Pool
Receivable and available to be applied thereon), (b) all Deemed Collections, (c) all proceeds of all Related Security with respect
to such Pool Receivable and (d) all other proceeds of such Pool Receivable.


 


“Commitment”
means, with respect to any Lender, LC Participant or LC Bank, as applicable, the maximum aggregate amount which such Person is obligated
to lend or pay hereunder on account of all Loans and all drawings under all Letters of Credit, on a combined basis, as set forth on Schedule
I or in such other agreement pursuant to which it became a Lender and/or LC Participant, as such amount may be modified in connection
with any subsequent assignment pursuant to Section 13.03 or in connection with a reduction in the Facility Limit pursuant
to Section 2.02(e). If the context so requires, “Commitment” also refers to a Lender’s obligation to make
Loans, make Participation Advances and/or issue Letters of Credit hereunder in accordance with this Agreement.


 


“Concentration Percentage”
means (i) for any Group A Obligor, 7.5%, (ii) for any Group B Obligor, 7.5%, (iii) for any Group C Obligor, 7.5%, (iv) for
the two largest Group D Obligors, 5.0% each, and (v) for any other Group D Obligor, 3.0%.


 


“Concentration Reserve
Percentage” means the largest of: (a) the sum of the five (5) largest Obligor Percentages of the Group D Obligors,
(b) the sum of the three (3) largest Obligor Percentages of the Group C Obligors, (c) the sum of the two (2) largest
Obligor Percentages of the Group B Obligors and (d) the largest Obligor Percentage of the Group A Obligors.


 


“Conforming
Changes” means, with respect to any SOFR Rate, Daily 1M SOFR or Daily Simple SOFR or the use, administration, adoption or implementation
of any Benchmark Replacement in relation thereto, any technical, administrative or operational changes (including changes to the definition
of “Base Rate,” the definition of “Business Day”, the definition of “Interest Period” or any similar
or analogous definition (or the addition of a concept 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 decides may be appropriate to reflect the adoption and implementation of any SOFR Rate, Daily 1M SOFR or Daily Simple SOFR or such
Benchmark Replacement and to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent
with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively
feasible or if the Administrative Agent determines that no market practice for the administration of any SOFR Rate, Daily 1M SOFR or Daily
Simple SOFR or the 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 Transaction Documents).


 






    12


     


    

 


“Consolidated EBITDA”
shall (along with each defined term constituting a component thereof) have the meaning assigned thereto in the Credit Agreement as in
effect on the SecondThird
Amendment Date without giving effect to any amendment, restatement, waiver or supplement thereto unless otherwise agreed to in writing
by the Administrative Agent in its sole discretion.


 


“Contract”
means, with respect to any Receivable, any and all contracts, instruments, agreements, leases, invoices, notes or other writings pursuant
to which such Receivable arises or that evidence such Receivable or under which an Obligor becomes or is obligated to make payment in
respect of such Receivable.


 


“Controlled Group”
means all members of a controlled group of corporations or other business entities and all trades or businesses (whether or not incorporated)
under common control which, together with Holdings or any of its Subsidiaries, are treated as a single employer under Section 414
of the Code.


 


“Corresponding
Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or
an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.


 


“Covered Entity”
means (a) each of Borrower, the Servicer, each Originator, Holdings and each of Holding’s Subsidiaries and (b) each Person
that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of
a Person shall meanmeans
the direct or indirect (x) ownership of, or power to vote, 25% or more
of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons
performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies
of such Person whether by ownership of equity interests, contract, proxy  or otherwise.


 


“Credit
Agreement” means that certain Credit Agreement, dated as of December 18, 2013 (as amended, restated, amended and restated
or otherwise modified from time to time), by and among Brightview Holdings, Inc. as holdings, Brightview Landscapes, LLC,
as the borrower, the lending institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as the administrative agent,
the collateral agent, the swingline lender, a letter of credit issuer and a lender.


 






    13


     


    

 


“Credit and Collection
Policy” means, as the context may require, those receivables credit and collection policies and practices of the Originators
in effect on the Closing Date and described in Exhibit E, as modified in compliance with this Agreement.


 


“Credit Extension”
means the making of any Loan or the issuance of any Letter of Credit or any modification, extension or renewal of any Letter of Credit.


 


“Credit Party”
means each Lender, the LC Bank, each LC Participant and the Administrative Agent.


 


“Daily
1M SOFR” means, for any day, the rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded
upwards, at the Administrative Agent’s discretion, to the nearest 1/100th of 1%) (a) the Term SOFR Reference Rate for such
day for a one (1) month period, as published by the Term SOFR Administrator, by (b) a number equal to 1.00 minus the SOFR Reserve
Percentage; provided, that if Daily 1M SOFR, determined as provided above, would be less than the Floor, then Daily 1M SOFR shall be deemed
to be the Floor. Such rate of interest will be adjusted automatically as of each Business Day based on changes in Daily 1M SOFR without
notice to the Borrower.


 


“Daily
1M SOFR Loan” means a Loan that bears interest based on Daily 1M SOFR.


 


“Daily
1M SOFR Option” means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in Section 2.05(a)(ii)(C).


 


“Daily
Rate Loan” means a Loan that bears interest at a rate based on the (i) Base Rate, (ii) Daily Simple SOFR or (iii) Daily
1M SOFR.


 


“Daily
Rate Loan Option” means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in Section 2.05(a)(ii).


 


“Daily
Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established
by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body
for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention
is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable
discretion.


 


“Daily
Simple SOFR Loan” means a Loan that bears interest based on Daily Simple SOFR.


 


“Daily
Simple SOFR Option” means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in Section 2.05(a)(ii)(A).


 


“Days’ Sales
Outstanding” means, for any Fiscal Month, an amount computed as of the last day of such Fiscal Month equal to: (a) the
average of the Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) as of the last day of each of the three most
recent Fiscal Months ended on the last day of such Fiscal Month, divided by (b) (i) the aggregate initial Outstanding
Balance of all Pool Receivables (other than Unbilled Receivables) generated by the Originators during the three most recent Fiscal Months
ended on the last day of such Fiscal Month, divided by (ii) 90.


 






    14


     


    

 


“Debt”
means, as to any Person at any time of determination, any and all indebtedness, obligations or liabilities (whether matured or unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, or joint or several) of such Person for or in respect of: (i) borrowed
money, (ii) amounts raised under or liabilities in respect of any bonds, debentures, notes, note purchase, acceptance or credit facility,
or other similar instruments or facilities, (iii) reimbursement obligations (contingent or otherwise) under any letter of credit,
(iv) any other transaction (including production payments (excluding royalties), installment purchase agreements, forward sale or
purchase agreements, capitalized leases and conditional sales agreements) having the commercial effect of a borrowing of money entered
into by such Person to finance its operations or capital requirements (but not including (a) accounts payable incurred in the ordinary
course of such Person’s business payable on terms customary in the trade, (b) prepaid or deferred revenue arising in the ordinary
course of business and (c) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase
price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset), (v) all net obligations of such
Person in respect of interest rate or currency hedges or (vi) without duplication, any Guaranty of any such Debt.


 


“Deemed Collections”
has the meaning set forth in Section 4.01(d).


 


“Default Ratio”
means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of
the last day of each Fiscal Month by dividing: (a) the aggregate Outstanding Balance of all Pool Receivables that became Defaulted
Receivables during such Fiscal Month, by (b) the aggregate initial Outstanding Balance of all Pool Receivables (other than
Unbilled Receivables) generated by the Originators during the month that is seven (7) Fiscal Months before such Fiscal Month.


 


“Defaulted Receivable”
means a Receivable:


 


(a)            (l) as
to which any payment, or part thereof, remains unpaid for more than 180 days after the original invoice date for such Receivable;


 


(b)            (m) as
to which an Insolvency Proceeding shall have occurred with respect to the Obligor thereof or any other Person obligated thereon or owning
any Related Security with respect thereto;


 


(c)            (n) that
has been written off the applicable Originator’s or the Borrower’s books as uncollectible and that remains unpaid for less
than 181 days after the original invoice date for such Receivable; or


 


(d)            that,
consistent with the Credit and Collection Policy, should be written off the applicable Originator’s or the Borrower’s books
as uncollectible;


 






    15


     


    

 


provided,
however, that in each case above such amount shall be calculated without giving effect to any netting of credits that have not
been matched to a particular Receivable for the purposes of aged trial balance reporting.


 


“Defaulting Lender”
means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund
any portion of its Loans or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the
case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such
Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default,
if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the
effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public
statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically
identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under
other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit
Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with
its obligations (and is financially able to meet such obligations) to fund prospective Loans under this Agreement, provided that such
Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification
in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of an Insolvency Proceeding.


 


“Delinquency Ratio”
means the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of
the last day of each Fiscal Month by dividing: (a) the aggregate Outstanding Balance of all Pool Receivables that were Delinquent
Receivables on such day, by (b) the aggregate Outstanding Balance of all Pool Receivables on such day.


 


“Delinquent Receivable”
means a Receivable as to which any payment, or part thereof, remains unpaid for more than 120 days from the original invoice date for
such Receivable; provided, however, that such amount shall be calculated without giving effect to any netting of credits
that have not been matched to a particular Receivable for the purposes of aged trial balance reporting.


 


“Dilution Horizon
Ratio” means, for any Fiscal Month, the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th
of 1% rounded upward) computed as of the last day of such Fiscal Month by dividing: (a) the aggregate initial Outstanding
Balance of all Pool Receivables (other than Unbilled Receivables) generated by the Originators during the most recently ended Fiscal Month,
by (b) the Net Receivables Pool Balance as of the last day of such Fiscal Month. Within thirty (30) days of the completion
and the receipt by the Administrative Agent of the results of any annual audit or field exam of the Receivables and the servicing and
origination practices of the Servicer and the Originators, the numerator of the Dilution Horizon Ratio may be adjusted by the Administrative
Agent upon not less than five (5) Business Days’ notice
to the Borrower to reflect such number of Fiscal Months as the Administrative Agent reasonably believes best reflects the business practices
of the Servicer and the Originators and the actual amount of dilution and Deemed Collections that occur with respect to Pool Receivables
based on the weighted average dilution lag calculation completed as part of such audit or field exam.


 






    16


     


    

 


“Dilution Ratio”
means, for any Fiscal Month, the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded
upward), computed as of the last day of each Fiscal Month by dividing: (i) the aggregate amount of Deemed Collections during
such Fiscal Month (other than any Deemed Collections with respect to any Receivables that were both (x) generated by an Originator
during such Fiscal Month and (y) written off the applicable Originator’s or the Borrower’s books as uncollectible during
such Fiscal Month), by (ii) the aggregate initial Outstanding Balance of all Pool Receivables (other than Unbilled Receivables)
generated by the Originators during the Fiscal Month that is one (1) month prior to such Fiscal Month.


 


“Dilution Reserve
Percentage” means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100th of
1%, with 5/1000th of 1% rounded upward) of (a) the Dilution Horizon Ratio, multiplied by (b) the sum of (i) the
Stress Factor multiplied by the average of the Dilution Ratios for the twelve (12) most recent Fiscal Months, plus (ii) the
Dilution Volatility Component.


 


“Dilution Volatility
Component” means, for any Fiscal Month, the product (expressed as a percentage and rounded to the nearest 1/100th of 1%, with
5/1000th of 1% rounded upward) of (a) the positive difference, if any, between: (i) the highest Dilution Ratio for any Fiscal
Month during the twelve (12) most recent Fiscal Months and (ii) the arithmetic average of the Dilution Ratios for such twelve (12)
Fiscal Months, multiplied by (b) the quotient of (i) the highest Dilution Ratio for any Fiscal Month during the twelve
(12) most recent Fiscal Months, divided by (ii) the arithmetic average of the Dilution Ratios for such twelve (12) Fiscal
Months.


 


“Dollars”
and “$” each mean the lawful currency of the United States of America.


 


“Early
Opt-in Election” means, if the then-current Benchmark is USD LIBOR, the occurrence of:


 


(1) a
notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties
hereto that at least five currently outstanding U.S. dollar-denominated syndicated credit facilities at such time contain (as a result
of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark
rate (and such syndicated credit facilities are identified in such notice and are publicly available for review); and


 


(2) the
joint election by the Administrative Agent and the Borrower to trigger a fallback from USD LIBOR and the provision by the Administrative
Agent of written notice of such election to the Lenders.


 


“Drawing Date”
has the meaning set forth in Section 3.04(a).


 


“Eligible Assignee”
means (i) any Lender or any of its Affiliates, (ii) any Person managed by a Lender or any of its Affiliates and (iii) any
other financial or other institution.


 






    17


     


    

 


“Eligible Canadian
Obligor” means an Obligor that both (i) is organized in or that has a head office (domicile), registered office, and chief
executive office located in Canada and (ii) is not a Governmental Authority.


 


“Eligible Foreign
Obligor” means a Foreign Obligor whose head office (domicile), registered office and chief executive office is in a country
that is not a Sanctioned CountryJurisdiction.


 


“Eligible Receivable”
means, at any time of determination, a Pool Receivable:


 


(a)            the
Obligor of which is: (i) either a U.S. Obligor, an Eligible Canadian Obligor or an Eligible Foreign Obligor; (ii) not a Sanctioned
Person; (iii) not subject to any Insolvency Proceeding; (iv) not an Affiliate of the Borrower, the Servicer, the Parent, the
Performance Guarantor or any Originator; (v) not the Obligor with respect to Delinquent Receivables with an aggregate Outstanding
Balance exceeding 50% of the aggregate Outstanding Balance of all such Obligor’s Pool Receivables; (vi) not a natural person
and (vii) not a material supplier to any Originator or an Affiliate of a material supplier;


 


(b)            that
is denominated and payable only in Dollars in the United States of America, and the Obligor with respect to which has been instructed
to remit Collections in respect thereof directly to a Lock-Box or Collection Account in the United States of America;


 


(c)            that
does not have a due date which is more than 120 days after the original invoice date of such Receivable;


 


(d)            that
(i) arises under a Contract for the sale of goods or services in the ordinary course of the applicable Originator’s business
and (ii) does not constitute a loan or other similar financial accommodation being provided by the applicable Originator;


 


(e)            that
arises under a duly authorized Contract that (i) is in full force and effect, (ii) is governed by the law of the United States
of America or of any State thereof and (iii) is a legal, valid and binding obligation of the related Obligor, enforceable against
such Obligor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity regardless of
whether enforceability is considered in a proceeding in equity or at law;


 


(f)            that
has been transferred by an Originator to the Borrower pursuant to the Purchase and Sale Agreement with respect to which transfer all conditions
precedent under the Purchase and Sale Agreement have been met;


 


(g)            that,
together with the Contract related thereto, conforms in all material respects with all Applicable Laws (including any applicable laws
relating to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices
and privacy);


 


(h)            with
respect to which all consents, licenses, approvals or authorizations of, or registrations or declarations with, or notices to, any Governmental
Authority or other Person, required to be obtained by, effected or given to an Originator in connection with the creation of such Receivable,
the execution, delivery and performance by such Originator of the related Contract or the assignment thereof under the Purchase and Sale
Agreement have been duly obtained, effected or given and are in full force and effect;


 






    18


     


    

 


(i)            that
is not subject to any existing dispute, right of rescission, right of set-off, counterclaim, any other defense against the applicable
Originator (or any assignee of such Originator) or Adverse Claim or unexpired volume or pricing discounts or rebates or other adjustments
or dilutions, including such amounts accrued for in BrightView’s general ledger account #4601 or #2101 (or any replacement thereof);
provided that only the portion of such Pool Receivable subject to such dispute, right of rescission, right of set-off, counterclaim,
defense, Adverse Claim or unexpired volume or pricing discount or rebate or other adjustment or dilution shall be ineligible;


 


(j)            that
satisfies all applicable requirements of the Credit and Collection Policy;


 


(k)            that,
together with the Contract related thereto, has not been modified, waived or restructured since its creation, except as permitted pursuant
to Section 9.02 of this Agreement;


 


(l)            in
which the Borrower owns good and marketable title, free and clear of any Adverse Claims, and that is freely assignable (including without
any consent of the related Obligor or any Governmental Authority unless such consent has been obtained) and that payments thereon are
free and clear of any withholding Tax;


 


(m)            for
which the Administrative Agent (on behalf of the Secured Parties) has a valid and enforceable first priority perfected security interest
therein and in the Related Security and Collections with respect thereto in which a security interest may be perfected by the filing of
a financing statement under the UCC, in each case free and clear of any Adverse Claim;


 


(n)            that
(x) constitutes an “account” or “general intangible” (as defined in the UCC), (y) is not evidenced by
instruments or chattel paper and (z) does not constitute, or arise from the sale of, as extracted collateral (as defined in the UCC);


 


(o)            that
is neither a Defaulted Receivable nor a Delinquent Receivable;


 


(p)            for
which no Originator, the Borrower, the Parent, the Performance Guarantor or the Servicer has established any offset or netting arrangements
with the related Obligor in connection with the ordinary course of payment of such Receivable;


 


(q)            that
represents amounts earned and payable by the Obligor that are not subject to the performance of additional services by the Originator
thereof or by the Borrower and the related goods or merchandise shall have been shipped and/or services performed, other than, in the
case of an Eligible Unbilled Receivable, the billing or invoicing of such Receivable; provided, that if such Receivable is subject
to the performance of additional services, only the portion of such Receivable attributable to such additional services shall be ineligible;


 






    19


     


    

 


(r)            which
(i) does not arise from a sale of accounts made as part of a sale of a business or constitute an assignment for the purpose of collection
only, (ii) is not a transfer of a single account made in whole or partial satisfaction of a preexisting indebtedness or an assignment
of a right to payment under a contract to an assignee that is also obligated to perform under the contract and (iii) is not a transfer
of an interest in or an assignment of a claim under a policy of insurance;


 


(s)            which
does not relate to the sale of any consigned goods or finished goods which have incorporated any consigned goods into such finished goods;


 


(t)            for
which the related Originator (i) has recognized the related revenue on its financial books and records in accordance with GAAP and
(ii) is not the Puerto Rico Originator;


 


(u)            for
which neither the related Originator nor any Affiliate thereof is holding any deposits received by or on behalf of the related Obligor;
provided that only the portion of such Pool Receivable in an amount equal to such deposits shall be ineligible;


 


(v)            that,
if such Receivable is an Unbilled Receivable, is an Eligible Unbilled Receivable.


 


“Eligible
Unbilled Receivable” means, at any time, any Unbilled Receivable if (a) the related Originator has recognized the related
revenue on its financial books and records in accordance with GAAP and (b) the Outstanding Balance of such Unbilled Receivable
was included in the definition of Modified Days’ Sales Outstanding, Modified Days’ Sales Outstanding would not exceed the
Maximum Term; provided, however, for purposes of exclusion of any Unbilled Receivable pursuant to this clause (b),
Unbilled Receivables shall be excluded in order based on the Outstanding Balance (with the smallest amount excluded first). For purposes
of this definition of “Eligible Unbilled Receivable”, “Maximum Term” means 75 days.


 


“Embargoed
Property” means any property; (a) beneficially owned, directly or indirectly, by a Sanctioned Person; (b) that is due
to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) that is located in a Sanctioned
Jurisdiction; or (e) that otherwise would cause any actual or violation by any Credit Party of any applicable Anti-Terrorism Law
if the Lenders or the Administrative Agent were to obtain an encumbrance on, lien on, pledge of, or security interest in such property,
or provide services in consideration of such property. Provided, however, that property will not be considered Embargoed Property solely
due to a limited partner of KKR & Co. Inc. being designated as a Sanctioned Person if said limited partner’s interest in
the property has been blocked.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.


 


“ERISA Affiliate”
means, with respect to any Person, any corporation, trade or business which together with the Person is a member of a controlled group
of corporations or a controlled group of trades or businesses and would be deemed a “single employer” within the meaning of
Sections 414(b), (c), (m) of the Code or Section 4001(b) of ERISA.


 






    20


     


    

 


“Euro-Rate
Reserve Percentage” means, the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the
Federal Reserve System (or any successor) for determining the reserve requirements (including without limitation, supplemental, marginal,
and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”).


 


“Erroneous
Payment” has the meaning assigned to it in Section 11.11.


 


“Event of Default”
has the meaning specified in Section 10.01. For the avoidance of doubt, any Event of Default that occurs shall be deemed to
be continuing at all times thereafter unless and until waived in accordance with Section 13.01.


 


“Excess Concentration”
means the sum of the following amounts, without duplication:


 


(a)            the
sum of the amounts calculated for each of the Obligors equal to the excess (if any) of (i) the aggregate Outstanding Balance of the
Eligible Receivables of such Obligor, over (ii) the product of (x) such Obligor’s Concentration Percentage, multiplied
by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool; plus


 


(b)            the
excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is an Eligible Canadian
Obligor, net of any other Excess Concentrations (if any) related to such Eligible Canadian Obligor’s Concentration Percentage, over
(ii) the product of (x) 1.0%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then
in the Receivables Pool; plus


 


(c)            the
excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is an Eligible Foreign
Obligor, net of any other Excess Concentrations (if any) related to such Eligible Foreign Obligor’s Concentration Percentage, over
(ii) the product of (x) 1.0%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then
in the Receivables Pool; plus


 


(d)            the
excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables, the Obligor of which is a Federal Governmental
Authority, net of any other Excess Concentrations (if any) related to such Obligor’s Concentration Percentage, over (ii) the
product of (x) 1.0%, multiplied by (y) the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables
Pool; plus


 


(e)            the
excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that are Eligible Unbilled Receivables, over
(ii) the product of (x) 30.0% (or if a Ratings Event has occurred and is continuing and the Administrative Agent has elected
in its sole discretion to reduce such percentage, 15.0%), multiplied by (y) the aggregate Outstanding Balance of all Eligible
Receivables then in the Receivables Pool; plus


 


(f)            the
excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that have a due date which is more than 60 days
and less than 91 days after the original invoice date of such Receivable, over (ii) the product of (x) 25.0%, multiplied
by (y) the aggregate Outstanding Balance of all Receivables then in the Receivables Pool; plus


 






    21


     


    

 


(g)            the
excess (if any) of (i) the aggregate Outstanding Balance of all Eligible Receivables that have a due date which is more than 90 days
and less than 121 days after the original invoice date of such Receivable, over (ii) the product of (x) 12.5%, multiplied
by (y) the aggregate Outstanding Balance of all Receivables then in the Receivables Pool.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended or otherwise modified from time to time.


 


“Excluded Taxes”
means any of the following Taxes imposed on or with respect to an Affected Person or required to be withheld or deducted from a payment
to an Affected Person: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes,
in each case, (i) imposed as a result of such Affected Person being organized under the laws of, or having its principal office or,
in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect
on the date on which (i) such Lender makes a Loan or its Commitment or (ii) such Lender changes its lending office, except in
each case to the extent that amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before
such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to a
Lender’s failure to comply with Section 5.03(f) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.


 


“Facility Limit”
means (i) prior to the Facility Limit Increase Date, $235,000,000, and (ii) on and after the
Facility Limit Increase Date, $250,000,000$275,000,000,
as each may be reduced from time to time pursuant to Section 2.02(e). References
to the unused portion of the Facility Limit shall mean, at any time of determination, an amount equal to (x) the Facility Limit at
such time, minus (y) the sum of the Aggregate Capital plus the LC Participation Amount.


 


“Facility
Limit Increase Date” means September 20, 2021.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any
agreement entered into pursuant to Section 1471(b)(1) of the Code, and any laws, regulations, rules or practices adopted
pursuant to any intergovernmental agreement entered into with respect to the foregoing.


 


“Federal Governmental
Authority” means the government of the United States of America, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.


 


“Fee Letter”
has the meaning specified in Section 2.03(a).


 






    22


     


    

 


“Fees”
has the meaning specified in Section 2.03(a).


 


“Final Maturity Date”
means the date that (i) is 120 days following the Termination Date or (ii) such earlier date on which the Aggregate Capital
and all other Borrower Obligations become due and payable pursuant to Section 10.01.


 


“Final Payout Date”
means the date on or after the Termination Date when (i) the Aggregate Capital and Aggregate Interest have been paid in full, (ii) the
LC Participation Amount has been reduced to zero ($0) and no Letters of Credit issued hereunder remain outstanding and undrawn, (iii) all
Borrower Obligations shall have been paid in full, (iv) all other amounts owing to the Credit Parties and any other Borrower Indemnified
Party or Affected Person hereunder and under the other Transaction Documents have been paid in full and (v) all accrued Servicing
Fees have been paid in full.


 


“Financial Covenant
Event” shall be deemed to have occurred if, at any time during the Compliance Period, the Leverage Ratio as of the last day
of any Test Period ending during any Compliance Period is greater than 6.50 to 1.00. As used in this definition, “Compliance Period”
and “Test Period” (and any defined term constituting a component of such terms) have the meanings assigned to such terms in
the Credit Agreement as in effect on the SecondThird
Amendment Date without giving effect to any amendment, restatement, waiver or supplement thereto unless otherwise agreed to in writing
by the Administrative Agent in its sole discretion. If at any time following the SecondThird
Amendment Date, the Credit Agreement is amended, restated, waived, supplemented or otherwise modified to directly or indirectly modify
the covenant, or any defined term constituting a component thereof, set forth in Section 10.7 of the Credit Agreement (as
in effect on the SecondThird
Amendment Date), the Administrative Agent may unilaterally (in its sole discretion) by written notice to the Borrower and each Lender
modify this definition and/or Section 10.01(u) to conform to the Credit Agreement as so amended, restated, waived, supplemented
or otherwise modified.


 


“Financial Officer”
of any Person means, the president, the chief executive officer, the chief financial officer, the chief accounting officer, the principal
accounting officer, the controller, the treasurer, the assistant treasurer, vice president-finance or any other senior officer of such
Person designated as such in writing to the Administrative Agent by such person.


 


“First Amendment
Date” means February 21, 2019.


 


“Fiscal Month”
means each calendar month.


 


“Floor”
means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution
of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to USD LIBOR or, if no floor is
specified, zero (a rate of interest equal to 0.00)%.


 


“Foreign Obligor”
means an Obligor which is a corporation or other business organization whose head office (domicile), registered office and chief executive
office is in a country that is not the United States or Canada.


 






    23


     


    

 


“GAAP”
means generally accepted accounting principles in the United States of America, consistently applied.


 


“Governmental Acts”
has the meaning set forth in Section 3.09.


 


“Governmental Authority”
means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank). and
any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting
Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority
to any of the foregoing)).


 


“Group A Obligor”
means any Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) with a short-term rating of at least:
(a) “A-1” by S&P, or if such Obligor does not have a short-term rating from S&P, a rating of “A+”
or better by S&P on such Obligor’s, its parent’s, or its majority owner’s (as applicable) long-term senior unsecured
and uncredit-enhanced debt securities, or (b) “P-1” by Moody’s, or if such Obligor does not have a short-term
rating from Moody’s, “Al” or better by Moody’s on such Obligor’s, its parent’s or its majority owner’s
(as applicable) long-term senior unsecured and uncredit-enhanced debt securities; provided, that if an Obligor (or its parent or
majority owner, as applicable, if such Obligor is not rated) receives a split rating from S&P and Moody’s, then such Obligor
(or its parent or majority owner, as applicable) shall be deemed to have only the lower of the two rating for the purpose of determining
whether such rating satisfies clauses (a) or (b) above. Notwithstanding the foregoing, any Obligor that is a Subsidiary
of an Obligor that satisfies the definition of “Group A Obligor” shall be deemed to be a Group A Obligor and shall be aggregated
with the Obligor that satisfies such definition for the purposes of determining the “Concentration Reserve Percentage”, the
 “Concentration Reserve” and clause (a) of the definition of “Excess Concentration” for such Obligors,
unless such deemed Obligor separately satisfies the definition of “Group A Obligor”, “Group B Obligor”, or “Group
C Obligor”, in which case such Obligor shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor,
as the case may be, and shall be aggregated and combined for such purposes with any of its Subsidiaries that are Obligors.


 


“Group B Obligor”
means an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) that is not a Group A Obligor, with a
short-term rating of at least: (a) “A-2” by S&P, or if such Obligor does not have a short-term rating from S&P,
a rating of “BBB+” to “A” by S&P on such Obligor’s, its parent’s or its majority owner’s
(as applicable) long-term senior unsecured and uncredit-enhanced debt securities, or (b) “P-2” by Moody’s,
or if such Obligor does not have a short-term rating from Moody’s, “Baal” to “A2” by Moody’s on such
Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt
securities; provided, that if an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) receives
a split rating from S&P and Moody’s, then such Obligor (or its parent or majority owner, as applicable) shall be deemed to have
only the lower of the two rating for the purpose of determining whether such rating satisfies clauses (a) or (b) above.
Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of “Group B Obligor”
shall be deemed to be a Group B Obligor and shall be aggregated with the Obligor that satisfies such definition for the purposes of determining
the “Concentration Reserve Percentage”, the “Concentration Reserve” and clause (a) of the definition
of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies the definition of “Group
A Obligor”, “Group B Obligor”, or “Group C Obligor”, in which case such Obligor shall be separately treated
as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated and combined for such purposes
with any of its Subsidiaries that are Obligors.


 






    24


     


    





 


“Group C Obligor”
means an Obligor (or its parent or majority owner, as applicable, if such Obligor is not rated) that is not a Group A Obligor or a Group
B Obligor, with a short-term rating of at least: (a) “A-3” by S&P, or if such Obligor does not have a short-term
rating from S&P, a rating of “BBB-” to “BBB” by S&P on such Obligor’s, its parent’s or it’sits
majority owner’s (as applicable) long-term senior unsecured and uncredit-enhanced debt securities, or (b) “P-3”
by Moody’s, or if such Obligor does not have a short-term rating from Moody’s, “Baa3” to “Baa2” by
Moody’s on such Obligor’s, its parent’s or its majority owner’s (as applicable) long-term senior unsecured and
uncredit-enhanced debt securities; provided, that if an Obligor (or its parent or majority owner, as applicable, if such Obligor
is not rated) receives a split rating from S&P and Moody’s, then such Obligor (or its parent or majority owner, as applicable)
shall be deemed to have only the lower of the two rating for the purpose of determining whether such rating satisfies clauses (a) or
(b) above. Notwithstanding the foregoing, any Obligor that is a Subsidiary of an Obligor that satisfies the definition of
 “Group C Obligor” shall be deemed to be a Group C Obligor and shall be aggregated with the Obligor that satisfies such definition
for the purposes of determining the “Concentration Reserve Percentage”, the “Concentration Reserve” and clause
(a) of the definition of “Excess Concentration” for such Obligors, unless such deemed Obligor separately satisfies
the definition of “Group A Obligor”, “Group B Obligor”, or “Group C Obligor”, in which case such Obligor
shall be separately treated as a Group A Obligor, a Group B Obligor or a Group C Obligor, as the case may be, and shall be aggregated
and combined for such purposes with any of its Subsidiaries that are Obligors.


 


“Group D Obligor”
means any Obligor that is not a Group A Obligor, Group B Obligor or Group C Obligor; provided, that any Obligor (or its parent
or majority owner, as applicable, if such Obligor is unrated) that is not rated by both Moody’s and S&P shall be a Group D Obligor.


 


“Guaranty”
of any Person means any obligation of such Person guarantying or in effect guarantying any Debt, liability or obligation of any other
Person in any manner, whether directly or indirectly, including any such liability arising by virtue of partnership agreements, including
any agreement to indemnify or hold harmless any other Person, any performance bond or other suretyship arrangement and any other form
of assurance against loss, except endorsement of negotiable or other instruments for deposit or collection in the ordinary course of business.


 


“Holdings”
means BrightView Holdings, Inc. (f/k/a BrightView Acquisition Holdings, Inc.), a Delaware corporation.


 


“Indemnified Taxes”
means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of
the Borrower or any of its Affiliates under any Transaction Document and (b) to the extent not otherwise described in clause (a) above,
Other Taxes.


 






    25


     


    

 


“Independent Director”
has the meaning set forth in Section 8.03(c).


 


“Interest
Period” means, with respect to each Loan, (i) initially, the period commencing on the date such Loan is made pursuant to Section 2.01
(or in the case of any fees payable hereunder, commencing on the Third Amendment Date) and ending on (but not including) the next Settlement
Date and (ii) thereafter, each period commencing on such Settlement Date and ending on (but not including) the next Settlement Date.


 


“Initial Investors”
means Kohlberg Kravis Roberts & Co. L.P., KKR North America Fund XI L.P., KKR North America Fund XI ESC L.P., and KKR North America
Fund XI SBS L.P., and each of their respective Affiliates.


 


“Insolvency Proceeding”
means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization,
insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors or (b) any general assignment for the benefit
of creditors of a Person, composition, marshaling of assets for creditors of a Person, or other, similar arrangement in respect of its
creditors generally or any substantial portion of its creditors, in each of clauses (a) and (b) undertaken under U.S. Federal,
state or foreign law, including the Bankruptcy Code.


 


“Intended Tax Treatment”
has the meaning set forth in Section 13.14.


 


“Interest”
means, for each Loan for each day during any Interest Period (or portion thereof), the amount of interest accrued on the Capital of such
Loan during such Interest Period (or portion thereof) in accordance with Section 2.03(b).


 


“Interest
Period” means, with respect to each Loan, (a) before the Termination Date: (i) initially, the period commencing on the
date such Loan is made pursuant to Section 2.01 (or in the case of any fees payable hereunder, commencing on the Closing Date) and
ending on (but not including) the next Monthly Settlement Date and (ii) thereafter, each period commencing on such Monthly Settlement
Date and ending on (but not including) the next Monthly Settlement Date and (b) on and after the Termination Date, such period (including
a period of one day) as shall be selected from time to time by the Administrative Agent (with the consent or at the direction of the Majority
Lenders) or, in the absence of any such selection, each period of 30 days from the last day of the preceding Interest Period.


 


“Interest
Rate Option” means, for
 any day in any Interest Period for any Loan (or any portion of Capital thereof):Term
Rate Loan Option or Daily Rate Loan Option.


 


(a) subject
to Sections 5.04 and 5.06 and so long as no Event of Default has occurred and is continuing on such day, LMIR or Adjusted LIBOR, as applicable,
as determined pursuant to Section 2.05, provided, however, that the Interest Rate applicable to any LIBOR Loan that is not
advanced on a Monthly Settlement Date shall be LMIR for each day during the initial Interest Period applicable to such Loan from the date
such Loan is made pursuant to Section 2.01 until the next occurring Monthly Settlement Date; or


 






    26


     


    

 


(b) for
any day while an Event of Default has occurred and is continuing, an interest rate per annum equal to the sum of 2.00% per annum plus
the greater of (i) the interest rate per annum determined for such Loan and such day pursuant to clause (a) above, and (ii) the
Base Rate in effect on such day;


 


provided, however, that no
provision of this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by Applicable
Law; provided, further, however, that Interest for any Loan shall not be considered paid by any distribution to the extent that at any
time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.


 


“Interim Report”
means a report, in substantially the form of Exhibit I.


 


“Investment Company
Act” means the Investment Company Act of 1940, as amended or otherwise modified from time to time.


 


“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.


 


“LC Bank”
has the meaning set forth in the preamble to this Agreement.


 


“LC Collateral Account”
means each account at any time designated as an LC Collateral Account established and maintained by the Administrative Agent (for the
benefit of the LC Bank and the LC Participants), or such other account(s) as may be so designated as such by the Administrative Agent.


 


“LC Fee Expectation”
has the meaning set forth in Section 3.05(c).


 


“LC Limit”
means $75,000,000. References to the unused portion of the LC Limit shall mean, at any time of determination, an amount equal to (x) the
LC Limit at such time, minus (y) the LC Participation Amount.


 


“LC Participant”
means PNC, MUFG and each other Person that becomes a party to this
Agreement in the capacity of an “LC Participant”.


 


“LC Participation
Amount” means at any time of determination, the sum of the amounts then available to be drawn under all outstanding Letters
of Credit.


 


“LC Request”
means a letter in substantially the form of Exhibit A hereto executed and delivered by the Borrower to the Administrative
Agent, the LC Bank and the Lenders pursuant to Section 3.02(a).


 


“LCR Security”
means any commercial paper or security (other than equity securities issued to Parent or any Originator that is a consolidated subsidiary
of Parent under GAAP) within the meaning of Paragraph __.32(e)(viii) of the final rules titled Liquidity Coverage Ratio: Liquidity
Risk Measurement Standards, 79 Fed. Reg. 197, 61440 et seq. (October 10, 2014).


 






    27


     


    

 


“Lender”
means PNC and each other Person that becomes a party to this Agreement in the capacity of a “Lender”.


 


“Lender’s Account”
means, with respect to any Lender the account(s) from time to time designated in writing by such Lender to the Borrower and the Servicer
for purposes of receiving payments to or for the account of such Lender and its Affiliates hereunder.


 


“Letter of Credit”
means any stand-by letter of credit issued by the LC Bank at the request of the Borrower pursuant to this Agreement.


 


“Letter of Credit
Application” has the meaning set forth in Section 3.02(a).


 


“Leverage Ratio”
shall (along with each defined term constituting a component thereof) have the meaning assigned to the term “Consolidated First
Lien Secured Debt to Consolidated EBITDA Ratio” in the Credit Agreement as in effect on the SecondThird
Amendment Date without giving effect to any amendment, restatement, waiver or supplement thereto unless otherwise agreed to in writing
by the Administrative Agent in its sole discretion.


 


“LIBOR
Loan” means a Loan accruing Interest at Adjusted LIBOR.


 


“Lien”
means any ownership interest or claim, mortgage, deed of trust, pledge, lien, security interest, hypothecation, charge or other encumbrance
or security arrangement of any nature whatsoever, whether voluntarily or involuntarily given, including, but not limited to, any conditional
sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security and
any filed financing statement or other notice of any of the foregoing (whether or not a lien or other encumbrance is created or exists
at the time of the filing).


 


“LMIR”
means for any day during any Interest Period, the interest rate per annum determined by the applicable Lender (which determination shall
be conclusive absent manifest error) by dividing (i) the one-month Eurodollar rate for Dollar deposits as reported by Bloomberg Finance
L.P. and shown on US0001M Screen or any other service or page that may replace such page from time to time for the purpose of
displaying offered rates of leading banks for London interbank deposits in Dollars, as of 11:00 a.m. (London time) on such day, or
if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Administrative
Agent from another recognized source for interbank quotation), in each case, changing when and as such rate changes, by (ii) a number
equal to 1.00 minus the Euro-Rate Reserve Percentage on such day. The calculation of LMIR may also be expressed by the following formula:


 


	 	 	One-month Eurodollar rate for Dollars	 
	 	 	shown on Bloomberg US0001M Screen	 
	 	 	or appropriate successor	 
	 	LMIR       –	 	 
	 	 	1.00 - Euro-Rate Reserve Percentage	 




 






    28


     


    

 


LMIR shall
be adjusted on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. Notwithstanding the foregoing,
if LMIR as determined herein would be less than zero percent (0.00%), such rate shall be deemed to be zero percent (0.00%) for purposes
of this Agreement.


 


“Loan”
means any loan made by a Lender pursuant to Section 2.02.


 


“Loan Request”
means a letter in substantially the form of Exhibit A hereto executed and delivered by the Borrower to the Administrative
Agent and the Lenders pursuant to Section 2.02(a).


 


“Lock-Box”
means each locked postal box with respect to which a Collection Account Bank has executed an Account Control Agreement pursuant to which
it has been granted exclusive access for the purpose of retrieving and processing payments made on the Receivables and which is listed
on Schedule II (as such schedule may be modified from time to time in connection with the addition or removal of any Lock-Box in
accordance with the terms hereof).


 


“Loss Horizon Ratio”
means, at any time of determination, the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1%
rounded upward) computed by dividing: (a) the sum of (x) aggregate initial Outstanding Balance of all Pool Receivables
(other than Unbilled Receivables) generated by the Originators during the three most recent Fiscal Months plus (y) 87.5% of the aggregate
initial Outstanding Balance of all Pool Receivables (other than Unbilled Receivables) generated by the Originators during the fourth most
recent Fiscal Month; by (b) the Net Receivables Pool Balance as of such date.


 


“Loss Reserve Percentage”
means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of
1% rounded upward) of (a) the Stress Factor, multiplied by (b) the highest average of the Default Ratios for any three
(3) consecutive Fiscal Months during the twelve (12) most recent Fiscal Months, multiplied by (c) the Loss Horizon Ratio.


 


“Majority Lenders”
means one or more Lenders that, individually or in the aggregate, hold more than 50% of the aggregate Commitments of all Lenders (or,
if the Commitments have been terminated, hold Loans with more than 50% of the Aggregate Capital).


 


“Material Adverse
Effect” means a circumstance or condition that would, individually or in the aggregate, materially adversely affect:


 


(a)            (c) the
assets, operations, business or financial condition of the Performance Guarantor and its Subsidiaries, taken as a whole;


 


(b)            (d) the
ability of the Servicer, the Performance Guarantor or any Originator, taken as a whole, to perform its obligations under this Agreement
or any other Transaction Document to which it is a party;


 


(c)            (e) the
validity or enforceability of this Agreement or any other Transaction Document, or the validity, enforceability, value or collectibility
of any material portion of the Pool Receivables;


 






    29


     


    

 


(d)            (f) the
status, perfection, enforceability or priority of the Administrative Agent’s security interest in the Collateral; or


 


(e)            (g) the
rights and remedies of any Credit Party under the Transaction Documents or associated with its respective interest in the Collateral.


 


“Minimum Dilution
Reserve Percentage” means, at any time of determination, the product (expressed as a percentage and rounded to the nearest 1/100th
of 1%, with 5/1000th of 1% rounded upward) of (a) the average of the Dilution Ratios for the twelve (12) most recent Fiscal Months,
multiplied by (b) the Dilution Horizon Ratio.


 


“Minimum Funding
Threshold” means, on any day, an amount equal to the lesser of (a) the product of (i) 70.0% times (ii) the
Facility Limit at such time and (b) the Borrowing Base at such time.


 


“Modified Days’
Sales Outstanding” means, for any Fiscal Month, an amount computed as of the last day of such Fiscal Month equal to: (a) the
average of the Outstanding Balance of all Pool Receivables as of the last day of each of the three most recent Fiscal Months ended on
the last day of such Fiscal Month, divided by (b) (i) the aggregate initial Outstanding Balance of all Pool Receivables
generated by the Originators during the three most recent Fiscal Months ended on the last day of such Fiscal Month, divided by
(ii) 90.


 


“Month”,
with respect to a Tranche Period under the Term Rate Loan Option, means the interval between the days in consecutive calendar months numerically
corresponding to the first day of such Tranche Period. If any Tranche Period for a Term Rate Loan begins on a day of a calendar month
for which there is no numerically corresponding day in the month in which such Tranche Period is to end, the final month of such Tranche
Period shall be deemed to end on the last Business Day of such final month.


 


“Monthly Report”
means a report in substantially the form of Exhibit F.


 


“Monthly Settlement
Date” means the 20th calendar day of each calendar month (or if such day is not a Business Day, the next occurring
Business Day).


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized statistical rating organization.


 


“MUFG”
means MUFG Bank, Ltd.


 


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower, the Servicer, any Originator, the
Parent, the Performance Guarantor or any of their respective ERISA Affiliates (other than one considered an ERISA Affiliate only pursuant
to subsection (m) or (o) of Section 414 of the Code) is making or accruing an obligation to make contributions, or has
within any of the preceding five plan years made or accrued an obligation to make contributions.


 






    30


     


    

 


“Net Receivables
Pool Balance” means, at any time of determination: (a) the aggregate Outstanding Balance of all Eligible Receivables then
in the Receivables Pool, minus (b) the Excess Concentration.


 


“Notice Date”
has the meaning set forth in Section 3.02(b).


 


“Obligor”
means, with respect to any Receivable, the Person obligated to make payments pursuant to the Contract relating to such Receivable.


 


“Obligor Percentage”
means, at any time of determination, for each Obligor, a fraction, expressed as a percentage, (a) the numerator of which is the aggregate
Outstanding Balance of the Eligible Receivables of such Obligor less the amount (if any) then included in the calculation of the Excess
Concentration with respect to such Obligor and its Pool Receivables and (b) the denominator of which is the aggregate Outstanding
Balance of all Eligible Receivables at such time.


 


“OFAC”
means the U.S. Department of Treasury’s Office of Foreign Assets Control.


 


“Order”
has the meaning set forth in Section 3.10.


 


“Originator”
and “Originators” have the meaning set forth in the Purchase and Sale Agreement, as the same may be modified from time
to time by adding new Originators or removing Originators, in each case with the prior written consent of the Administrative Agent.


 


“Other Connection
Taxes” means, with respect to any Affected Person, Taxes imposed as a result of a present or former connection between such
Affected Person and the jurisdiction imposing such Tax (other than connections arising from such Affected Person having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Loan or Transaction
Document).


 


“Other Taxes”
means any and all present or future stamp or documentary Taxes or any other similar excise or property Taxes, charges or levies or fees
arising from any payment made hereunder or from the execution, delivery, filing, recording or enforcement of, or otherwise in respect
of, this Agreement, the other Transaction Documents and the other documents or agreements to be delivered hereunder or thereunder, except
any such Taxes that are Other Connection Taxes imposed with respect to an assignment.


 


“Outstanding Balance”
means, at any time of determination, with respect to any Receivable, the then outstanding principal balance thereof.


 


“Overnight Bank Funding
Rate” means for any day, the rate comprised of both overnight federal funds and overnight eurocurrency borrowings by U.S.-managed
banking offices of depository institutions, as such composite rate shall be determined by the Federal Reserve Bank of New York (“NYFRB”),
as set forth on its public website from time to time, and as published on the next succeeding Business Day as the overnight bank funding
rate by the NYFRB (or by such other recognized electronic source (such as Bloomberg) selected by the Administrative Agent for the purpose
of displaying such rate); provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day shall be such
rate on the immediately preceding Business Day; provided, further, that if such rate shall at any time, for any reason,
no longer exist, a comparable replacement rate determined by the Administrative Agent at such time (which determination shall be conclusive
absent manifest error). If the Overnight Bank Funding Rate determined as above would be less than zero, then such rate shall be deemed
to be zero. The rate of interest charged shall be adjusted as of each Business Day based on changes in the Overnight Bank Funding Rate
without notice to the Borrower.


 






    31


     


    

 


“Parent”
means BrightView Landscapes, LLC, a Delaware limited liability company.


 


“Parent Group”
has the meaning set forth in Section 8.03(c).


 


“Participant”
has the meaning set forth in Section 13.03(d).


 


“Participant Register”
has the meaning set forth in Section 13.03(e).


 


“Participation Advance”
has the meaning set forth in Section 3.04(b).


 


“PATRIOT Act”
has the meaning set forth in Section 13.15.


 


“PBGC”
means the Pension Benefit Guaranty Corporation, or any successor thereto.


 


“Pension Plan”
means a pension plan as defined in Section 3(2) of ERISA that is subject to Title IV of ERISA with respect to which any Originator,
the Borrower or any other member of the Controlled Group may have any liability, contingent or otherwise.


 


“Percentage”
means, at any time of determination, with respect to any Lender, a fraction (expressed as a percentage), (a) the numerator of which
is (i) prior to the termination of all Commitments hereunder, its Commitment at such time or (ii) if all Commitments hereunder
have been terminated, the aggregate outstanding Capital of all Loans being funded by such Lender at such time and (b) the denominator
of which is (i) prior to the termination of all Commitments hereunder, the aggregate Commitments of all Lenders at such time or (ii) if
all Commitments hereunder have been terminated, the Aggregate Capital at such time.


 


“Performance Guarantor”
means Holdings in its capacity as guarantor under the Performance Guaranty.


 


“Performance Guaranty”
means the Performance Guaranty, dated as of the Closing Date, by the Performance Guarantor in favor of the Administrative Agent for the
benefit of the Secured Parties, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.


 


“Permitted Holders”
shall (along with each defined term constituting a component thereof) have the meaning assigned to such term in the Credit Agreement as
in effect on the SecondThird
Amendment Date without giving effect to any amendment, restatement, waiver or supplement thereto unless otherwise agreed to in writing
by the Administrative Agent in its sole discretion.


 






    32


     


    

 


“Permitted Lien”
means (a) the interests of the Borrower, the Administrative Agent and each of the other Secured Parties under the Transaction Documents,
(b) any inchoate liens for current taxes, assessments, levies, fees and other government and similar charges not yet due and payable
or the amount or validity of which is being contested in good faith by appropriate proceedings and with respect to which adequate reserves
have been established in accordance with GAAP, but only so long as foreclosure with respect to such lien is not imminent and the use and
value of the property to which the liens attach are not impaired during the pendency of such proceedings, (c) liens arising out of
any judgment or award against any Originator with respect to which (i) an appeal or proceeding for review is being taken in good
faith and with respect to which there shall have been secured a bond pending such appeal or proceeding for review and (ii) such judgment
or award does not constitute an Event of Default, (d) any lien in favor of, or assigned to, the Administrative Agent (for the benefit
of the Secured Parties) and (e) any Lien on the Capital Stock or other equity interests of the Originators (excluding, for the avoidance
of doubt, any Lien on the Capital Stock of the Borrower) granted in connection with the Credit Agreement (or any refinancing thereof)
in favor of the secured parties thereunder.


 


“Person”
means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint
venture, limited liability company or other entity, or any Governmental Authority.


 


“PNC” has
the meaning set forth in the preamble to this Agreement.


 


“Pool Receivable”
means a Receivable in the Receivables Pool.


 


“Portion of Capital”
means, with respect to any Lender and its related Capital, the portion of such Capital being funded or maintained by such Lender by reference
to a particular interest rate basis.


 


“Prime
Rate” means the interest rate per annum announced from time to time by the Administrative Agent at its main offices in Pittsburgh,
Pennsylvania as its then prime rate, which rate may not be the lowest or most favorable rate then being charged to commercial borrowers
or others by the Administrative Agent and may not be tied to any external rate of interest or index. Any change in the Prime Rate shall
take effect at the opening of business on the day such change is announced.


 


“Pro Forma Basis”
shall (along with each defined term constituting a component thereof) have the meaning assigned thereto in the Credit Agreement as in
effect on the SecondThird
Amendment Date without giving effect to any amendment, restatement, waiver or supplement thereto unless otherwise agreed to in writing
by the Administrative Agent in its sole discretion.


 


“Pro Rata Share”
means, as to any LC Participant, a fraction, the numerator of which equals the Commitment of such LC Participant at such time and the
denominator of which equals the aggregate of the Commitments of all LC Participants at such time.


 


“Puerto Rico Originator”
means BrightView Puerto Rico, LLC, a Puerto Rico limited liability company.


 






    33


     


    

 


“Purchase and Sale
Agreement” means the Purchase and Sale Agreement, dated as of the Closing Date, among the Servicer, the Originators and the
Borrower, as such agreement may be amended, supplemented or otherwise modified from time to time.


 


“Purchase and Sale
Termination Event” has the meaning set forth in the Purchase and Sale Agreement.


 


“Ratings Event”
shall be deemed to have occurred on any day when Holdings does not have at least one of: (i) a rating of “B” or better
by S&P on the Holdings’ long-term senior unsecured and uncredit-enhanced debt securities or (ii) a rating of “B2”
or better by Moody’s on Holdings’ long-term senior unsecured and uncredit-enhanced debt securities.


 


“Receivable”
means any right to payment of a monetary obligation, whether or not earned by performance, owed to any Originator or the Borrower (as
assignee of an Originator), whether constituting an account, chattel paper, payment intangible, instrument or general intangible, in each
instance arising in connection with the sale of goods that have been or are to be sold or for services rendered or to be rendered, and
includes, without limitation, the obligation to pay any service charges, finance charges, interest, fees and other charges with respect
thereto. Any such right to payment arising from any one transaction, including, without limitation, any such right to payment represented
by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of any such right to payment
arising from any other transaction.


 


“Receivables Pool”
means, at any time of determination, all of the then outstanding Receivables transferred (or purported to be transferred) to the Borrower
pursuant to the Purchase and Sale Agreement prior to the Termination Date.


 


“Reference
Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is USD
LIBOR, 11:00 a.m. (London time) on the day that is two London banking days preceding the date of such setting, and (2) if such
Benchmark is not USD LIBOR, the time determined by the Administrative Agent in its reasonable discretion.


 


“Register”
has the meaning set forth in Section 13.03(b).


 


“Reimbursement Obligation”
has the meaning set forth in Section 3.04(a).


 


“Related Rights”
has the meaning set forth in Section 1.1 of the Purchase and Sale Agreement.


 


“Related Security”
means, with respect to any Receivable:


 


(a)            (h) all
of the Borrower’s and each Originator’s interest in any goods (including returned goods), and documentation of title evidencing
the shipment or storage of any goods (including returned goods), the sale of which gave rise to such Receivable;


 


(b)            (i) all
instruments and chattel paper that may evidence such Receivable;


 


(c)            (j) all
other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether
pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating
thereto;


 






    34


     


    

 


(d)            (k) all
of the Borrower’s and each Originator’s rights, interests and claims under the related Contracts and all guaranties, indemnities,
insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or
securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable
or otherwise;


 


(e)            (l) all
books and records of the Borrower and each Originator to the extent related to any of the foregoing, and all rights, remedies, powers,
privileges, title and interest (but not obligations) in and to each Lock-Box and all Collection Accounts, into which any Collections or
other proceeds with respect to such Receivables may be deposited, and any related investment property acquired with any such Collections
or other proceeds (as such term is defined in the applicable UCC);


 


(f)            (m) all
of the Borrower’s rights, interests and claims under the Purchase and Sale Agreement and the other Transaction Documents; and


 


(g)            (n) all
Collections and other proceeds (as defined in the UCC) of any of the foregoing.


 


“Release”
has the meaning set forth in Section 4.01(a).


 


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


 


“Reportable Compliance
Event” means that: (a) any Covered Entity becomes
a Sanctioned Person, or is charged by indictment, criminal complaint,
or similar charging instrument, arraigned, or custodially detained,
penalized or the subject of an assessment for a penalty, or enters into a settlement with a Governmental Authority in connection
with any Anti-Terrorism Law or Anti-Corruption Law, or any predicate
crime to any Anti-Terrorism Law or Anti-Corruption Law, or has knowledge
of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is
in actual or probablerepresents a violation of any
Anti-Terrorism Law. or Anti-Corruption
Law; (b) any Covered Entity engages in a transaction that has caused or may cause any Credit Party to be in violation of any Anti-Terrorism
Laws; (c) any Collateral becomes Embargoed Property; or (d) any Covered Entity otherwise violates any of the representations,
warranties or covenants set forth in Sections 7.01(n), 7.01(o), 7.02(r), 7.02(s), 8.01(v) or 8.02(n) of this Agreement.


 


“Reportable Event”
means any reportable event as defined in Section 4043(c) of ERISA or the regulations issued thereunder with respect to a Pension
Plan (other than a Pension Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or
(o) of Section 414 of the Code).


 


“Representatives”
has the meaning set forth in Section 13.06(c).


 






    35


     


    

 


“Required Capital
Amount” means (i) prior to the Facility Limit Increase Date, $26,437,500, and (ii) on
and after the Facility Limit Increase Date, $28,125,000$33,750,000.


 


“Restricted Payments”
has the meaning set forth in Section 8.01(r).


 


“S&P”
means Standard & Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business, and any successor
thereto that is a nationally recognized statistical rating organization.


 


“Sanctioned
Jurisdiction” means any country, territory, or region that is the subject of sanctions administered by OFAC (currently the so-called
Donetsk People’s Republic, so-called Luhansk People’s Republic, and the Crimea regions of Ukraine, Cuba, Iran, North
Korea, and Syria).


 


“Sanctioned
Person” means (a) a Person that is the subject of sanctions administered by OFAC or the U.S. Department of State (“State”),
including by virtue of being (i) named on OFAC’s list of “Specially Designated Nationals and Blocked Persons”;
(ii) organized under the Applicable Laws of, or physically located in a Sanctioned Jurisdiction; (iii) owned or controlled 50%
or more in the aggregate, by one or more Persons that are the subject of sanctions administered by OFAC; (b) a Person that is the
subject of sanctions maintained by the European Union (“E.U.”), including by virtue of being named on the E.U.’s “Consolidated
list of persons, groups and entities subject to E.U. financial sanctions” or other, similar lists; (c) a Person that is the
subject of sanctions maintained by the United Kingdom (“U.K.”), including by virtue of being named on the “Consolidated
List Of Financial Sanctions Targets in the U.K.” or other, similar lists; or (d) a Person that is the subject of sanctions
imposed by any Governmental Authority of a jurisdiction whose Applicable Laws apply to this Agreement.


 


“Sanctioned
Country” means a country subject to a comprehensive countrywide or territory-wide sanctions program maintained under any Anti-Terrorism
Law.


 


“Sanctioned
Person” (i) A person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained
by OFAC, (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country
or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC, or (iii) any
individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or
debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking
of property or rejection of transactions), under any Anti-Terrorism Law.


 


“Scheduled Termination
Date” means February 20June 22,
20242025.


 


“SEC” means
the U.S. Securities and Exchange Commission or any governmental agencies substituted therefor.


 


“Second
Amendment Date” means February 19, 2021.


 


“Secondary
Term SOFR Conversion Date” has the meaning set forth in Section 5.06(f).


 






    36


     


    

 


“Secured Parties”
means each Credit Party, each Borrower Indemnified Party and each Affected Person.


 


“Securities Act”
means the Securities Act of 1933, as amended or otherwise modified from time to time.


 


“Servicer”
has the meaning set forth in the preamble to this Agreement, including any successor Servicer pursuant to Section 9.01.


 


“Servicer Indemnified
Amounts” has the meaning set forth in Section 12.02(a).


 


“Servicer Indemnified
Party” has the meaning set forth in Section 12.02(a).


 


“Servicing Fee”
means the fee referred to in Section 9.06(a).


 


“Servicing Fee Rate”
means the rate referred to in Section 9.06(a).


 


“Settlement Date”
means with respect to any Portion of Capital for any Interest Period or any Interest or Fees, (i) prior to the Termination Date and
so long as no Event of Default has occurred and is continuing, the Monthly Settlement Date and (ii) on and after the Termination
Date or if an Event of Default has occurred and is continuing, each day selected from time to time by the Administrative Agent (with the
consent or at the direction of the Majority Lenders) (it being understood that the Administrative Agent (with the consent or at the direction
of the Majority Lenders) may select such Settlement Date to occur as frequently as daily), or, in the absence of such selection, the Monthly
Settlement Date.


 


“Side Letter”
means that certain letter agreement, dated as of the Closing Date, among the Borrower, the Servicer and the Administrative Agent, as such
agreement may be amended, restated, supplemented or otherwise modified from time to time.


 


“SOFR”
means, with respect to any Business Day,  a rate per
annum equal to the secured overnight financing rate for such Business Day publishedas
administered by the SOFR Administrator on the SOFR Administrator’s Website on the immediately
succeeding Business Day.


 


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


 


“SOFR
Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org,
or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.


 


“SOFR
Rate” means, with respect to Loans comprising any Borrowing Tranche to which Term SOFR applies for any Tranche Period, the rate
per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, at the Administrative Agent’s
discretion, to the nearest 1/100th of 1%) (a) two (2) Business Days prior to the first day of such Tranche Period and having
a term comparable to such Tranche Period; provided that if the rate is not published on such determination date, then the rate per annum
for purposes of this clause (a) shall be SOFR on the first Business Day immediately prior thereto, by (b) a number equal to
1.00 minus the SOFR Reserve Percentage; provided, that if the SOFR Rate, determined as provided above, would be less than the Floor, then
the SOFR Rate shall be deemed to be the Floor.


 






    37


     


    

 


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


 


“SOFR
Rate Option” means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in Section 2.05(a)(i)(A).


 


“SOFR
Reserve Percentage” shall mean, as of any day, the maximum effective percentage in effect on such day, if any, as prescribed by
the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including, without limitation,
supplemental, marginal and emergency reserve requirements) with respect to SOFR funding.


 


“Solvent”
means, with respect to any Person and as of any particular date, (i) the present fair market value (or present fair saleable value)
of the assets of such Person is not less than the total amount required to pay the probable liabilities of such Person on its total existing
debts and liabilities (including contingent liabilities) as they become absolute and matured, (ii) such Person is able to realize
upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal
course of business, (iii) such Person is not incurring debts or liabilities beyond its ability to pay such debts and liabilities
as they mature and (iv) such Person is not engaged in any business or transaction, and is not about to engage in any business or
transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice
in the industry in which such Person is engaged.


 


“Stress Factor”
means 2.25.


 


“Structuring Agent”
means PNC Capital Markets LLC, a Pennsylvania limited liability company.


 


“Subordinated Note”
has the meaning set forth in the Purchase and Sale Agreement.


 


“Sub-Servicer”
has the meaning set forth in Section 9.01(d).


 


“Subsidiary”
means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock of each class
or other interests having ordinary voting power (other than stock or other interests having such power only by reason of the happening
of a contingency) to elect a majority of the Board of Directors or other managers of such entity are at the time owned, or management
of which is otherwise controlled: (a) by such Person, (b) by one or more Subsidiaries of such Person or (c) by such Person
and one or more Subsidiaries of such Person.


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority
and all interest, penalties or additions to tax with respect thereto.


 






    38


     


    

 


“Term
SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking
term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.


 


“Term
Rate Loan” means a Loan that bears interest at a rate based on the SOFR Rate.


 


“Term
Rate Loan Option” means the option of the Borrower to have Loans bear interest at the rate and under the terms specified in Section 2.05(a)(i).


 


“Term
SOFR” means, with respect to any Tranche Period, the forward-looking term
rate based on SOFR for a tenor comparable to the applicable Tranche Period on the day (such day, the “Determination Day”)
that is two (2) Business Days prior to the first day of such Tranche Period, as such rate is published by the Term SOFR Administrator;
provided, however, that if as of 5:00 p.m. (New York City time) on any Determination Day the Term SOFR Rate for the applicable tenor
has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Rate has not occurred,
then Term SOFR will be the Term SOFR Rate for such tenor published by the Term SOFR Administrator on the Business Day first preceding
such Determination Day so long as such Business Day is not more than three (3) Business Days prior to such Determination Day; provided,
further, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.


 


“Term
SOFR Notice” means a notificationAdministrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected
by the Administrative Agent to the Lenders and the Borrower of the occurrence of a Term SOFR Transition
Eventin its reasonable discretion).


 


“Term
SOFR Transition Event” means the determination by the Administrative Agent that (a) Term
SOFR has been recommended for use by the Relevant Governmental Body, and is determinable for each Available Tenor, (b) the administration
of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event has previously occurred
resulting in a Benchmark Replacement in accordance with Section 5.06 that is notLoan”
means a Loan that bears interest based on Term SOFR.


 


“Termination Date”
means the earliest to occur of (a) the Scheduled Termination Date, (b) the date on which the “Termination Date”
is declared or deemed to have occurred under Section 10.01, (c) the date selected by the Borrower on which all Commitments
have been reduced to zero pursuant to Section 2.02(e) and (d) the date (if any) on which the Borrower, the Servicer
or any Originator delivers to the Administrative Agent a written notice that the Borrower is unable to pay the “Purchase Price”
(as defined in the Purchase and Sale Agreement) for Receivables and Related Rights pursuant to Section 3.2 of the Purchase and Sale
Agreement.


 


“Test Period”
shall (along with each defined term constituting a component thereof) have the meaning assigned thereto in the Credit Agreement as in
effect on the SecondThird
Amendment Date without giving effect to any amendment, restatement, waiver or supplement thereto unless otherwise agreed to in writing
by the Administrative Agent in its sole discretion.


 






    39


     


    

 


“Third
Amendment Date” shall mean June 22, 2022.


 


“Total Reserves”
means, at any time of determination, an amount equal to the product of the Net Receivables Pool Balance and the sum of: (a) the Yield
Reserve Percentage, plus (b) the greatest of (i) 15.0%, (ii) the sum of the Concentration Reserve Percentage plus
the Minimum Dilution Reserve Percentage and (iii) the sum of the Loss Reserve Percentage plus the Dilution Reserve Percentage.


 


“Tranche
Period” means, with respect to any LIBOR Loan, a period of one, two, three or six months selected by the Borrower pursuant to Section 2.05.
Each Tranche Period shall commence on a Monthly Settlement Date and end on (but not including) the Monthly Settlement Date occurring one,
two, three or six calendar months thereafter, as selected by the Borrower pursuant to Section 2.05; provided, however, that if the
date any Loan made pursuant to Section 2.01 is not a Monthly Settlement Date, the initial Tranche Period for such Loan shall commence
on the date such Loan is made pursuant to Section 2.01 and end on the next Monthly Settlement Date occurring after the day in the
applicable succeeding calendar month which corresponds numerically to the beginning day of such initial Tranche Period; provided, further,
that if any Tranche Period would end after the Termination Date, such Tranche Period (including a period of one day) shall end on the
Termination Date.


 


“Tranche
Period” means the period of time selected by the Borrower in connection with (and to apply to) any election permitted hereunder
by the Borrower to have Loans bear interest under a Term Rate Loan Option. Subject to the last sentence of this definition, such period
shall be one, three or six Months. Such Interest Period shall commence on the effective date of such Term Rate Loan Option, which shall
be (i) the date of such Loan if the Borrower is requesting new Loans, or (ii) the date of renewal of or conversion to the Term
Rate Loan Option if the Borrower is renewing or converting to Term Rate Loan Option applicable to outstanding Loans. Notwithstanding the
second sentence hereof: (A) any Interest Period which would otherwise end on a date which is not a Business Day shall be extended
to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which case such Interest Period shall
end on the next preceding Business Day, and (B) the Borrower shall not select, convert to or renew an Interest Period for any portion
of the Loans that would end after the Scheduled Termination Date.


 


“Transaction Documents”
means this Agreement, the Purchase and Sale Agreement, the Account Control Agreements, the Fee Letter, each Subordinated Note, the Performance
Guaranty, the Side Letter and all other certificates, instruments, UCC financing statements, reports, notices, agreements and documents
executed or delivered under or in connection with this Agreement, in each case as the same may be amended, supplemented or otherwise modified
from time to time in accordance with this Agreement.


 


“Type”,
when used in reference to any Loan or Borrowing Tranche, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing Tranche, is determined by reference to (a) the Base Rate, (b) SOFR Rate, (c) Daily 1M SOFR or (d) Daily
Simple SOFR.


 


“UCC” means
the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.


 






    40


     


    

 


“Unadjusted
Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


“Unmatured Event
of Default” means an event that but for notice or lapse of time or both would constitute an Event of Default.


 


“Unbilled Receivable”
means, at any time, any Receivable as to which the invoice or bill with respect thereto has not yet been sent to the Obligor thereof.


 


“U.S.
Government Securities Business Day” means any day except for (a) a Saturday or Sunday or (b) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.


 


“U.S. Obligor”
means an Obligor that is a corporation or other business organization and is organized under the laws of the United States of America
(or of a United States of America territory, district, state, commonwealth, or possession, including, without limitation, Puerto Rico
and the U.S. Virgin Islands) or any political subdivision thereof.


 


“U.S. Person”
means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax Compliance
Certificate” has the meaning set forth in Section 5.03(f)(ii)(B)(3).


 


“USD
LIBOR” means the London interbank offered rate for U.S. dollars.


 


“Volcker Rule”
means Section 13 of the U.S. Bank Holding Company Act of 1956, as amended, and the applicable rules and regulations thereunder.


 


“Voting Stock”
means, with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election
of the board of directors of such Person.


 


“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.


 


“Yield Reserve Percentage”
means, at any time of determination:


 


1.50
x DSO x (BR + SFR)


360


 


where:


 


		BR	= 	the Base Rate;



 


		DSO	= 	the Days’ Sales Outstanding for the most recently ended Fiscal Month; and



 


		SFR	=	the Servicing Fee Rate.



 






    41


     


    

 


SECTION 1.02.
Other Interpretative Matters.  All accounting terms not specifically defined herein shall be construed in accordance with
GAAP. All terms used in Article 9 of the UCC in the State of New York and not specifically defined herein, are used herein as defined
in such Article 9. Unless otherwise expressly indicated, all references herein to “Article,” “Section,”
 “Schedule”, “Exhibit” or “Annex” shall mean articles and sections of, and schedules, exhibits and
annexes to, this Agreement. For purposes of this Agreement, the other Transaction Documents and all such certificates and other documents,
unless the context otherwise requires: (a) references to any amount as on deposit or outstanding on any particular date means such
amount at the close of business on such day; (b) the words “hereof,” “herein” and “hereunder”
and words of similar import refer to such agreement (or the certificate or other document in which they are used) as a whole and not
to any particular provision of such agreement (or such certificate or document); (c) references to any Section, Schedule or Exhibit are
references to Sections, Schedules and Exhibits in or to such agreement (or the certificate or other document in which the reference is
made), and references to any paragraph, subsection, clause or other subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition; (d) the term “including” means “including
without limitation”; (e) references to any Applicable Law refer to that Applicable Law as amended from time to time and include
any successor Applicable Law; (f) references to any agreement refer to that agreement as from time to time amended, restated or
supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (g) references to any Person
include that Person’s permitted successors and assigns; (h) headings are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof; (i) unless otherwise provided, in the calculation of time from a specified
date to a later specified date, the term “from” means “from and including”, and the terms “to” and
 “until” each means “to but excluding”; (j) terms in one gender include the parallel terms in the neuter
and opposite gender; (k) references to any amount as on deposit or outstanding on any particular date means such amount at the close
of business on such day and (l) the term “or” is not exclusive.


 


SECTION 1.03. SOFR
Notification  LIBOR
Notification. Section 5.065.04 provides
a mechanism for determining an alternative rate of interest in the event that the London interbank
offered rateSOFR
Rate, Daily 1M SOFR or Daily Simple SOFR is no longer available or in certain other circumstances. The Administrative
Agent does not warrant or accept any responsibility for and shall not have any liability with respect to, the administration,
submission or any other matter related to the London interbank offered rate or other rates in the
definition of Adjusted LIBOR, LMIRSOFR
Rate, Daily 1M SOFR or Daily Simple SOFR, or with respect to any alternative or successor rate thereto, or replacement
rate therefor.


 


SECTION 1.04.
Conforming Changes Relating to SOFR, Daily 1M SOFR or Daily Simple SOFR. With
respect to SOFR, Daily 1M SOFR or Daily Simple SOFR, the Administrative Agent will have the right to make Conforming Changes from time
to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming
Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document;
provided that, with respect to any such amendment effected, the Administrative Agent shall provide notice to the Borrower and the Lenders
each such amendment implementing such Conforming Changes reasonably promptly after such amendment becomes effective.


 






    42


     


    

 


ARTICLE II


 


TERMS
OF THE LOANS


 


SECTION 2.01.
Loan Facility Loan Facility.
Upon a request by the Borrower pursuant to Section 2.02, and on the terms and subject to the conditions hereinafter set forth,
the Lenders shall, ratably in accordance with their respective Commitments, severally and not jointly, make Loans to the Borrower from
time to time during the period from the Closing Date to the Termination Date. Under no circumstances shall any Lender be obligated to
make any such Loan if, after giving effect to such Loan:


 


(i)            the
Aggregate Capital plus the LC Participation Amount would exceed the Facility Limit, at such time;


 


(ii)           the
sum of (A) the aggregate outstanding Capital of such Lender plus (B) the related LC Participant’s Pro Rata Share
of the LC Participation Amount, would exceed the Commitment of such Lender; or


 


(iii)          the
Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Borrowing Base at such time.


 


SECTION 2.02. Making
Loans; Repayment of Loans. (a) Each Loan hereunder shall be made on at least one (1) Business Day’s prior
written request from the Borrower to the Administrative Agent and each Lender in the form of a Loan Request attached hereto as Exhibit A.
Each such request for a Loan shall be made no later than noon (New York City time) on a Business Day (it being understood
that any such request made after such time shall be deemed to have been made on the following Business Day) and shall specify
(i) the amount of the Loan(s) requested (which shall not be less than $1,000,000 and shall be an integral multiple of
$100,000 in excess thereof), (ii) the allocation of such amount among the Lenders (which shall be ratable based on the
Commitments), (iii) the account to which the proceeds of such Loan shall be distributed and (iv) the date such requested
Loan is to be made (which shall be a Business Day).


 


(b)           No
later than 2:30 p.m. (New York City time) on the date of each Loan specified in the applicable Loan Request, the Lenders shall, upon
satisfaction of the applicable conditions set forth in Article VI and pursuant to the other conditions set forth in this Article II,
make available to the Borrower in same day funds an aggregate amount equal to the amount of such Loans requested, at the account set forth
in the related Loan Request.


 


(c)           Each Lender’s obligation shall be several, such that the failure of
any Lender to make available to the Borrower any funds in connection with any Loan shall not relieve any other Lender of its
obligation, if any, hereunder to make funds available on the date such Loans are requested (it being understood, that no
Lender shall be responsible for the failure of any other Lender to make funds available to the Borrower in connection with any Loan
hereunder).


 






    43


     


    

 


(d)           The
Borrower shall repay in full the outstanding Capital of each Lender on the Final Maturity Date. Prior thereto, the Borrower shall, on
each Settlement Date, make a prepayment of the outstanding Capital of the Lenders to the extent required under Section 4.01
and otherwise in accordance therewith. Notwithstanding the foregoing, the Borrower, in its discretion, shall have the right to make a
prepayment, in whole or in part, of the outstanding Capital of the Lenders on any Business Day upon one (1) Business Day’s
prior written notice thereof to the Administrative Agent and each Lender in the form of a Reduction Notice attached hereto as Exhibit B;
provided, however, that (i) each such prepayment shall be in a minimum aggregate amount of $100,000 and shall be an
integral multiple of $100,000 in excess thereof; provided, however that the Borrower shall not provide a Reduction Notice,
if such prepayment will cause the Aggregate Capital plus the Adjusted LC Participation Amount to be less than the Minimum Funding Threshold;
provided, however that notwithstanding the foregoing, a prepayment may be in an amount necessary to reduce any Borrowing
Base Deficit existing at such time to zero, and (ii) any accrued Interest and Fees in respect of such prepaid Capital shall be paid
on the immediately following Settlement Date. All prepayments made pursuant
to this Section 2.02(d) (including prepayments required under Section 4.01), shall first be applied to the principal amount
of the Base Rate Loans, then to Daily Simple SOFR Loans and Daily 1M SOFR Loans, then to Term SOFR Loans.


 


(e)            The
Borrower may, at any time upon at least thirty (30) days’ prior written notice to the Administrative Agent and each Lender, terminate
the Facility Limit in whole or ratably reduce the Facility Limit in part. Each partial reduction in the Facility Limit shall be in a minimum
aggregate amount of $3,000,000 or integral multiples of $1,000,000 in excess thereof, and no such partial reduction shall reduce the Facility
Limit to an amount less than $100,000,000. In connection with any partial reduction in the Facility Limit, the Commitment of each Lender
and LC Participant, as well as the LC Limit, shall be ratably reduced.


 


(f)            In
connection with any reduction of the Commitments, the Borrower shall remit to the Administrative Agent (i) instructions regarding
such reduction and (ii) for payment to the Lenders, cash in an amount sufficient to (A) repay the Capital of each Lender such
that its Capital will not exceed its Commitment as so reduced and (B) pay all other outstanding Borrower Obligations with respect
to such reduction (determined based on the ratio of the reduction of the Commitments being effected to the amount of the Commitments prior
to such reduction or, if the Administrative Agent reasonably determines that any portion of the outstanding Borrower Obligations is allocable
solely to that portion of the Commitments being reduced or has arisen solely as a result of such reduction, all of such portion) including,
without duplication, any associated Breakage Fees. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts
first to the reduction of the Aggregate Capital, and second to the payment of the remaining outstanding Borrower Obligations with respect
to such reduction, including any Breakage Fees, by paying such amounts to the Lenders. Notwithstanding the forgoing, any such reduction
of the Commitments shall not be effective to the extent that after giving effect thereto the sum of (A) the aggregate outstanding
Capital of any Lender plus (B) the related LC Participant’s Pro Rata Share of the LC Participation Amount, would exceed
such Lender’s Commitment.


 






    44


     


    

 



 


SECTION 2.03.
Interest and Fees. .


 


(a)            On
each Settlement Date, the Borrower shall, in accordance with the terms and priorities for payment set forth in Section 4.01,
pay to each Lender, each LC Participant, the LC Bank, the Administrative Agent and the Structuring Agent certain fees (collectively, the
 “Fees”) in the amounts set forth in the fee letter agreements from time to time entered into, among the Borrower, the
Lenders, the LC Participants, the LC Bank and/or the Administrative Agent (each such fee letter agreement, as amended, restated, supplemented
or otherwise modified from time to time, collectively being referred to herein as the “Fee Letter”). Commitment Fees
(as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender as provided in
Section 2.06.


 


(b)            Each
Loan of each Lender and the Capital thereof (without duplication) shall accrue interestInterest
on each day when such Capital remains outstanding at the then applicable Interest Rate forinterest
rate for the Borrowing Tranche relating to such Loan. The Borrower shall pay all Interest (including, for the avoidance of
doubt, all Interest accrued on LIBORSOFR
Rate Loans during an Interest Period regardless of whether the applicable Tranche Period has ended), Fees and Breakage Fees
accrued during each Interest Period on each Settlement Date in accordance with the terms and priorities for payment set forth in Section 4.01.


 


SECTION 2.04.
Records of Loans and Participation Advances. Each Lender shall
record in its records, the date and amount of each Loan and Participation Advance made by such Lender hereunder, the Interest
Rateinterest
rate with respect thereto, the Interest accrued thereon and each repayment and payment thereof. Subject to Section 13.03(c),
such records shall be conclusive and binding absent manifest error. The failure to so record any such information or any error in so
recording any such information shall not, however, limit or otherwise affect the obligations of the Borrower hereunder or under the other
Transaction Documents to repay the Capital of each Lender, together with all Interest accruing thereon and all other Borrower Obligations.


 


SECTION 2.05.
Selection of Interest Rates and Tranche Periods.
Rate OptionsSubject
to the following sentence, each Loan shall bear interest initially at LMIR. Thereafter, so long as no Event of Default has occurred and
is continuing, the Borrower may from time to time elect to change or continue the type of Interest Rate and/or Tranche Period borne by
each Loan or, subject to the minimum amount requirement for each outstanding Loan set forth in Section 2.02, a portion thereof by
notice to the Administrative Agent not later than 11:00 a.m. (New York City time), one (1) Business Day prior to the
expiration of any Tranche Period or Interest Period, as applicable; provided, that there shall not be more than six (6) LIBOR Loans
outstanding hereunder at any one time; provided, further that for the avoidance of doubt, any change from LMIR to Adjusted LIBOR
and/or any change to a Tranche Period applicable to a Loan shall not be effective until the Monthly Settlement Date occurring after the
date of such request. Any such notices requesting the continuation or conversion of a Loan to the Administrative Agent may be given by
telephone, telecopy, or other telecommunication device acceptable to the Administrative Agent (which notice shall be irrevocable once
given and, if by telephone, shall be promptly confirmed in writing in a manner acceptable to the Administrative Agent).


 


(b) If,
by the time required in Section 2.05(a), the Borrower fails to select a Tranche Period or Interest Rate for any Loan, such Loan shall
automatically accrue Interest at LMIR for the next occurring Interest Period.


 






    45


     


    

 


.
The Borrower shall pay interest in respect of the outstanding unpaid principal amount of the Loans as selected by it from the applicable
Interest Rate Options specified below applicable to the Loans, it being understood that, subject to the provisions of this Agreement,
the Borrower may select different Interest Rate Options and different Tranche Periods to apply simultaneously to the Loans comprising
different Borrowing Tranches and may convert to or renew one or more Interest Rate Options with respect to all or any portion of the Loans
comprising any Borrowing Tranche; provided that there shall not be at any one time outstanding more than five (5) Borrowing Tranches;
provided further that if an Event of Default or Unmatured Event of Default exists and is continuing, the Borrower may not request, convert
to, or renew any Term Rate Loan Option, Daily 1M SOFR Option or Daily Simple SOFR Option for any Loans and the Majority Lenders may demand
that all existing Borrowing Tranches bearing interest under any Term Rate Loan Option, Daily 1M SOFR Option or Daily Simple SOFR Option
shall be converted immediately to the Base Rate Option, subject to the obligation of the Borrower to pay any Breakage Fees in connection
with such conversion. If at any time the designated rate applicable to any Loan made by any Lender exceeds such Lender’s highest
lawful rate, the rate of interest on such Lender’s Loan shall be limited to such Lender’s highest lawful rate. The applicable
Base Rate, SOFR Rate, Daily 1M SOFR Option or Daily Simple SOFR shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.


 


(a)            Interest
Rate Options. Subject to the proviso hereto, the Borrower shall have the right to select from the following Interest Rate Options applicable
to the Loans:


 


(i)            Term
Rate Loan Options:


 


(A)            SOFR
Rate Option. In the case of SOFR Rate Loans, a rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal
to the SOFR Rate as determined for each applicable Tranche Period.


 


(ii)            Daily
Rate Loan Options:


 


(A)            Daily
Simple SOFR Option. In the case of Daily Simple SOFR Loans, a fluctuating rate per annum (computed on the basis of a year of 360 days
and actual days elapsed) equal to Daily Simple SOFR, such interest rate to change automatically from time to time effective as of the
effective date of each change in the SOFR Rate;


 


(B)            Base
Rate Option. In the case of Base Rate Loans, a fluctuating rate per annum (computed on the basis of a year of 365 or 366 days, as the
case may be, and actual days elapsed) equal to the Base Rate, such interest rate to change automatically from time to time effective as
of the effective date of each change in the Base Rate; or


 


(C)            Daily
1M SOFR Option. In the case of Daily 1M SOFR Loans, a fluctuating rate per annum (computed on the basis of a year of 360 days and actual
days elapsed) equal to Daily 1M SOFR, such interest rate to change automatically from time to time effective as of the effective date
of each change in the SOFR Rate;


 


provided,
that, until such time as the Administrative Agent and each Lender otherwise agree in writing or such Loans are converted to Base Rate
Loans or a Benchmark Replacement in accordance with the terms of this Agreement, the Borrower shall be deemed to have made the following
selections: (x) with respect to the principal amount of the Loans up to the Minimum Funding Threshold as of the most recent Settlement
Date, the SOFR Rate Option with a Tranche Period of one month, (y) with respect to the principal amount of Loans, if any, held by
PNC in excess of its Percentage of the Minimum Funding Threshold, Daily 1M SOFR Option and (z) with respect to the principal amount
of Loans, if any, held by any other Lender in excess of its Percentage of the Minimum Funding Threshold, the Daily Simple SOFR Option.


 






    46


     


    

 


(b)            Rate
Quotations. The Borrower may call the Administrative Agent on or before the date on which a Loan Request is to be delivered to receive
an indication of the rates then in effect, but it is acknowledged that such projection shall not be binding on the Administrative Agent
or the Lenders nor affect the rate of interest which thereafter is actually in effect when the election is made.


 


SECTION 2.06.
Defaulting Lenders Defaulting Lenders.
Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions
shall apply for so long as such Lender is a Defaulting Lender:


 


(a)            Commitment
Fees (as defined in the Fee Letter) shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender.


 


(b)            The
Commitment and Capital of such Defaulting Lender shall not be included in determining whether the Majority Lenders have taken or may take
any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 13.01); provided,
that, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other modification
requiring the consent of such Lender or each Lender directly affected thereby (if such Lender is directly affected thereby).


 


(c)            In
the event that the Administrative Agent, the Borrower and the Servicer each agrees in writing that a Defaulting Lender has adequately
remedied all matters that caused such Lender to be a Defaulting Lender, then on such date such Lender shall purchase at par such of the
Loans of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans ratably
in accordance its applicable Commitment; provided, that no adjustments shall be made retroactively with respect to fees accrued
or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender, and provided, further, that except to the
extent otherwise agreed by the affected parties, no change hereunder from Defaulting Lender to Lender that is not a Defaulting Lender
will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.


 


SECTION 2.07. Tranche
Periods.
At any time when the Borrower shall select, convert to or renew a Term Rate Loan Option, the Borrower shall notify the
Administrative Agent thereof at least three (3) Business Days prior to the effective date of such Term Rate Loan Option by
delivering a Loan Request. The notice shall specify a Tranche Period during which such Interest Rate Option shall apply.
Notwithstanding the preceding sentence, the following provisions shall apply to any selection of, renewal of, or conversion to a
Term Rate Loan Option:


 


(a)            Amount
of Borrowing Tranche. Each Borrowing Tranche of Loans under the Term Rate Loan Option shall be in integral multiples of, and not less
than, the respective amounts specified in Section 2.02(a); and


 






    47


     


    

 


(b)            Renewals.
In the case of the renewal of a Term Rate Loan Option at the end of a Tranche Period, the first day of the new Tranche Period shall be
the last day of the preceding Tranche Period, without duplication in payment of interest for such day.


 


ARTICLE III


 


LETTER
OF CREDIT FACILITY


 


SECTION 3.01.
Letters of Credit.


 


(a)            Subject
to the terms and conditions hereof and the satisfaction of the applicable conditions set forth in Article VI, the LC Bank
shall issue or cause the issuance of Letters of Credit on behalf of the Borrower (and, if applicable, on behalf of, or for the account
of, an Originator or an Affiliate of such Originator in favor of such beneficiaries as such Originator or an Affiliate of such Originator
may elect with the consent of the Borrower); provided further, however, that the LC Bank will not be required to issue or
cause to be issued any Letters of Credit to the extent that after giving effect thereto:


 


(i)             the
Aggregate Capital plus the LC Participation Amount would exceed the Facility Limit at such time;


 


(ii)            the
Aggregate Capital plus the Adjusted LC Participation Amount would exceed the Borrowing Base at such time;


 


(iii)           the
LC Participation Amount would exceed the LC Limit at such time; or


 


(iv)           the
LC Participation Amount would exceed the aggregate of the Commitments of the LC Participants at such time.


 


(b)            Interest
shall accrue on all amounts drawn under Letters of Credit for each day on and after the applicable Drawing Date so long as such drawn
amounts shall have not been reimbursed to the LC Bank pursuant to the terms hereof.


 


SECTION 3.02.
Issuance of Letters of Credit; Participations.


 


(a)            The
Borrower may request the LC Bank, upon two (2) Business Days’ prior written notice submitted on or before noon (New York City
time), to issue a Letter of Credit by delivering to the Administrative Agent, each Lender and the LC Bank, the LC Bank’s form of
Letter of Credit Application (the “Letter of Credit Application”), substantially in the form of Exhibit D
attached hereto and an LC Request, in each case completed to the satisfaction of the Administrative Agent and the LC Bank; and such other
certificates, documents and other papers and information as the Administrative Agent or the LC Bank may reasonably request.


 






    48


     


    

 


(b)            Each
Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when
presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have
an expiry date not later than twelvesixty
(1260) months after
such Letter of Credit’s date of issuance, extension or renewal, as the case may be, and in no event later than twelve (12) months
after the Scheduled Termination Date. The terms of each Letter of Credit may include customary “evergreen” provisions providing
that such Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed twelvesixty
(1260) months unless,
not less than thirty (30) days (or such longer period as may be specified in such Letter of Credit) (the “Notice Date”)
prior to the applicable expiry date, the LC Bank delivers written notice to the beneficiary thereof declining such extension; provided,
however, that if (x) any such extension would cause the expiry date of such Letter of Credit to occur after the date that
is twelve (12) months after the Scheduled Termination Date or (y) the LC Bank determines that any condition precedent (including,
without limitation, those set forth in Sections 3.01 and Article VI) to issuing such Letter of Credit hereunder are
not satisfied (other than any such condition requiring the Borrower to submit an LC Request or Letter of Credit Application in respect
thereof), then the LC Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant, shall)
or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to the extent permitted by) the
terms of such Letter of Credit to prevent the extension of such expiry date (including notifying the Borrower and the beneficiary of such
Letter of Credit in writing prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit shall be subject
either to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication
No. 600, and any amendments or revisions thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International
Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the LC Bank, as determined by the LC
Bank.


 


(c)            Immediately
upon the issuance by the LC Bank of any Letter of Credit (or any amendment to a Letter of Credit increasing the amount thereof), the LC
Bank shall be deemed to have sold and transferred to each LC Participant, and each LC Participant shall be deemed irrevocably and unconditionally
to have purchased and received from the LC Bank, without recourse or warranty, an undivided interest and participation, to the extent
of such LC Participant’s Pro Rata Share, in such Letter of Credit, each drawing made thereunder and the obligations of the Borrower
hereunder with respect thereto, and any security therefor or guaranty pertaining thereto. Upon any change in the Commitments or Pro Rata
Shares of the LC Participants pursuant to this Agreement, it is hereby agreed that, with respect to all outstanding Letters of Credit
and unreimbursed drawings thereunder, there shall be an automatic adjustment to the participations pursuant to this clause (c) to
reflect the new Pro Rata Shares of the assignor and assignee LC Participant or of all LC Participants with Commitments, as the case may
be. In the event that the LC Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount
in full to the LC Bank pursuant to Section 3.04(a), each LC Participant shall be obligated to make Participation Advances
with respect to such Letter of Credit in accordance with Section 3.04(b).


 


SECTION 3.03.
Requirements For Issuance of Letters of Credit. The Borrower shall authorize and direct the LC Bank to name the Borrower,
an Originator or an Affiliate of an Originator as the “Applicant” or “Account Party” of each Letter of Credit.


 






    49


     


    

 


SECTION 3.04.
Disbursements, Reimbursement.


 


(a)            In
the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, the LC Bank will promptly notify
the Administrative Agent and the Borrower of such request. The Borrower shall reimburse (such obligation to reimburse the LC Bank shall
sometimes be referred to as a “Reimbursement Obligation”) the LC Bank prior to 5:00 p.m. (New York City time),
on each date that an amount is paid by the LC Bank under any Letter of Credit (each such date, a “Drawing Date”) in
an amount equal to the amount so paid by the LC Bank. Such Reimbursement Obligation shall be satisfied by the Borrower (i) first,
by the remittance by the Administrative Agent to the LC Bank of any available amounts then on deposit in the LC Collateral Account and
(ii) second, by the remittance by or on behalf of the Borrower to the LC Bank of any other funds of the Borrower then available for
disbursement. In the event the Borrower fails to reimburse the LC Bank for the full amount of any drawing under any Letter of Credit by
5:00 p.m. (New York City time) on the Drawing Date (including because the conditions precedent to a Loan requested by the Borrower
pursuant to Section 2.01 shall not have been satisfied), the LC Bank will promptly notify each LC Participant thereof. Any
notice given by the LC Bank pursuant to this Section may be oral if promptly confirmed in writing; provided that the lack
of such a prompt written confirmation shall not affect the conclusiveness or binding effect of such oral notice.


 


(b)            Each
LC Participant shall upon any notice pursuant to clause (a) above make available to the LC Bank an amount in immediately available
funds equal to its Pro Rata Share of the amount of the drawing (a “Participation Advance”), whereupon the LC Participants
shall each be deemed to have made a Loan to the Borrower in that amount. If any LC Participant so notified fails to make available to
the LC Bank the amount of such LC Participant’s Pro Rata Share of such amount by 2:00 p.m. (New York City time) on the Drawing
Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from the Drawing Date to the date on
which such LC Participant makes such payment (i) at a rate per annum equal to the Overnight Bank Funding Rate during the first three
days following the Drawing Date and (ii) at a rate per annum equal to the Base Rate on and after the fourth day following the Drawing
Date. The LC Bank will promptly give notice to each LC Participant of the occurrence of the Drawing Date, but failure of the LC Bank to
give any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such date shall
not relieve such LC Participant from its obligation under this clause (b). Each LC Participant’s Commitment shall continue
until the last to occur of any of the following events: (A) the LC Bank ceases to be obligated to issue or cause to be issued Letters
of Credit hereunder, (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Credit Parties
have been fully reimbursed for all payments made under or relating to Letters of Credit.


 


SECTION 3.05.
Repayment of Participation Advances.


 


(a)            Upon
(and only upon) receipt by the LC Bank for its account of immediately available funds from or for the account of the Borrower (i) in
reimbursement of any payment made by the LC Bank under a Letter of Credit with respect to which any LC Participant has made a Participation
Advance to the LC Bank or (ii) in payment of Interest on the Loans made or deemed to have been made in connection with any such draw,
the LC Bank will pay to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such LC Participant in respect
of such Letter of Credit), in the same funds as those received by the LC Bank; it being understood, that the LC Bank shall retain
a ratable amount of such funds that were not the subject of any payment in respect of such Letter of Credit by any LC Participant.


 






    50


     


    

 


(b)            If
the LC Bank is required at any time to return to the Borrower, or to a trustee, receiver, liquidator, custodian, or any official in any
Insolvency Proceeding, any portion of the payments made by the Borrower to the LC Bank pursuant to this Agreement in reimbursement of
a payment made under a Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the LC Bank, forthwith return
to the LC Bank the amount of its Pro Rata Share of any amounts so returned by the LC Bank plus interest at the Overnight Bank Funding
Rate, from the date the payment was first made to such LC Participant through, but not including, the date the payment is returned by
such LC Participant.


 


(c)            If
any Letters of Credit are outstanding and undrawn on the Termination Date, the LC Collateral Account shall be funded from Collections
(or, in the Borrower’s sole discretion, by other funds available to the Borrower) in an amount equal to the aggregate undrawn face
amount of such Letters of Credit plus all related fees to accrue through the stated expiration dates thereof, including any customary
presentation, amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit
(such fees to accrue, as reasonably estimated by the LC Bank, the “LC Fee Expectation”).


 


SECTION 3.06.
Documentation; Documentary and Processing Charges. The Borrower agrees to be bound by the terms of the Letter of Credit Application
and by the LC Bank’s interpretations of any Letter of Credit issued for the Borrower and by the LC Bank’s written regulations
and customary practices relating to letters of credit, though the LC Bank’s interpretation of such regulations and practices may
be different from the Borrower’s own. In the event of a conflict between the Letter of Credit Application and this Agreement, this
Agreement shall govern. The LC Bank shall not be liable for any error, negligence and/or mistakes, whether of omission or commission,
in following the Borrower’s instructions or those contained in the Letters of Credit or any modifications, amendments or supplements
thereto. In addition to any other fees or expenses owing under the Fee Letter or any other Transaction Document or otherwise pursuant
to any Letter of Credit Application, the Borrower shall pay to the LC Bank for its own account any customary issuance, presentation,
amendment and other processing fees, and other standard costs and charges, of the LC Bank relating to letters of credit as from time
to time in effect. Such customary fees shall be due and payable upon demand and shall be nonrefundable.


 


SECTION 3.07.
Determination to Honor Drawing Request. In determining whether to honor any request for drawing under any Letter of Credit
by the beneficiary thereof, the LC Bank shall be responsible only to determine that the documents and certificates required to be delivered
under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and
that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.


 






    51


     


    

 


SECTION 3.08.
Nature of Participation and Reimbursement Obligations. Each LC Participant’s obligation in accordance with this Agreement
to make Participation Advances as a result of a drawing under a Letter of Credit, and the obligations of the Borrower to reimburse the
LC Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement and under all circumstances, including the following circumstances:


 


(i)             any
set-off, counterclaim, recoupment, defense or other right which such LC Participant may have against the LC Bank, the other Credit Parties,
the Borrower, the Servicer, an Originator, the Performance Guarantor or any other Person for any reason whatsoever;


 


(ii)            the
failure of the Borrower or any other Person to comply with the conditions set forth in this Agreement for the making of a purchase, reinvestments,
requests for Letters of Credit or otherwise, it being acknowledged that such conditions are not required for the making of Participation
Advances hereunder;


 


(iii)           any
lack of validity or enforceability of any Letter of Credit or any set-off, counterclaim, recoupment, defense or other right which the
Borrower, the Performance Guarantor, the Servicer, an Originator or any Affiliate thereof on behalf of which a Letter of Credit has been
issued may have against the LC Bank, or any other Credit Party or any other Person for any reason whatsoever;


 


(iv)           any
claim of breach of warranty that might be made by the Borrower, an Originator or any Affiliate thereof, the LC Bank, or any LC Participant
against the beneficiary of a Letter of Credit, or the existence of any claim, set-off, defense or other right which the Borrower, the
Servicer, the LC Bank or any LC Participant may have at any time against a beneficiary, any successor beneficiary or any transferee of
any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee may be acting), the LC Bank, any other Credit
Party or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction
(including any underlying transaction between the Borrower or any Affiliates of the Borrower and the beneficiary for which any Letter
of Credit was procured);


 


(v)            the
lack of power or authority of any signer of, or lack of validity, sufficiency, accuracy, enforceability or genuineness of, any draft,
demand, instrument, certificate or other document presented under any Letter of Credit, or any such draft, demand, instrument, certificate
or other document proving to be forged, fraudulent, invalid, defective or insufficient in any respect or any statement therein being untrue
or inaccurate in any respect, even if the Administrative Agent or the LC Bank has been notified thereof;


 


(vi)           payment
by the LC Bank under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply
with the terms of such Letter of Credit;


 


(vii)          the
solvency of, or any acts or omissions by, any beneficiary of any Letter of Credit, or any other Person having a role in any transaction
or obligation relating to a Letter of Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of
any property or services relating to a Letter of Credit;


 


(viii)         any
failure by the LC Bank or any of the LC Bank’s Affiliates to issue any Letter of Credit in the form requested by the Borrower;


 






    52


     


    

 


(ix)            any
Material Adverse Effect or Borrower Material Adverse Effect;


  


(x)             any
breach of this Agreement or any other Transaction Document by any party thereto;


 


(xi)            the
occurrence or continuance of an Insolvency Proceeding with respect to the Borrower, the Performance Guarantor, any Originator or any Affiliate
thereof;


 


(xii)           the
fact that an Event of Default or an Unmatured Event of Default shall have occurred and be continuing;


 


(xiii)          the
fact that this Agreement or the obligations of the Borrower or the Servicer hereunder shall have been terminated; and


 


(xiv)         any
other circumstance or happening whatsoever, whether or not similar to any of the foregoing.


 


SECTION 3.09.
Indemnity Indemnity.
In addition to other amounts payable hereunder, the Borrower hereby agrees to protect, indemnify, pay and save harmless the Administrative
Agent, the LC Bank, each LC Participant, each other Credit Party and each of the LC Bank’s Affiliates that have issued a Letter
of Credit from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges
and expenses (including Attorney Costs) which the Administrative Agent, the LC Bank, any LC Participant, any other Credit Party or any
of their respective Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit,
except to the extent resulting from (a) the gross negligence or willful misconduct of the party to be indemnified as determined by
a final non-appealable judgment of a court of competent jurisdiction or (b) the wrongful dishonor by the LC Bank or any of its Affiliates
of a proper demand for payment made under any Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful
or wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or omissions herein called “Governmental
Acts”). Under no circumstances shall the Servicer (or any Affiliate thereof (other than the Borrower)) have any reimbursement
or recourse obligations in respect of any Letter of Credit.


 






    53


     


    

 


SECTION 3.10.
Liability for Acts and Omissions. As between the Borrower, on the one hand, and the Administrative Agent, the LC Bank,
the LC Participants, and the other Credit Parties, on the other, the Borrower assumes all risks of the acts and omissions of, or misuse
of any Letter of Credit by, the respective beneficiaries of such Letter of Credit. In furtherance and not in limitation of the foregoing,
none of the Administrative Agent, the LC Bank, the LC Participants, or any other Credit Party shall be responsible for any of the following,
including any losses or damages to the Borrower, any of its Affiliates or any other Person or property related therefrom: (i) the
form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application
for an issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged (even if the LC Bank, any LC Participant or any other Credit Party shall have been notified thereof); (ii) the
validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or
the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason;
(iii) the failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of Credit may be transferred,
to comply fully with any conditions required in order to draw upon such Letter of Credit or any other claim of the Borrower against any
beneficiary of such Letter of Credit, or any such transferee, or any dispute between or among the Borrower and any beneficiary of any
Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages,
by mail, electronic mail, cable, telegraph, telex, facsimile or otherwise, whether or not they be in cipher; (v) errors in interpretation
of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing
under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit
of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of
the Administrative Agent, the LC Bank, the LC Participants, and the other Credit Parties, including any Governmental Acts, and none of
the above shall affect or impair, or prevent the vesting of, any of the LC Bank’s rights or powers hereunder. In no event shall
the Administrative Agent, the LC Bank, the LC Participants, or the other Credit Parties or their respective Affiliates, be liable to
the Borrower or any other Person for any indirect, consequential, incidental, punitive, exemplary or special damages or expenses (including
without limitation Attorney Costs), or for any damages resulting from any change in the value of any property relating to a Letter of
Credit.


 


Without limiting the generality
of the foregoing, the Administrative Agent, the LC Bank, the LC Participants, and the other Credit Parties and each of their respective
Affiliates (i) may rely on any written communication believed in good faith by such Person to have been authorized or given by or
on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the documents presented appear on their face
to comply with the terms and conditions of the relevant Letter of Credit; (iii) may honor a previously dishonored presentation under
a Letter of Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise,
and shall be entitled to reimbursement to the same extent as if such presentation had initially been honored, together with any interest
paid by the LC Bank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement advising negotiation
or payment, upon receipt of such statement (even if such statement indicates that a draft or other document is being delivered separately),
and shall not be liable for any failure of any such draft or other document to arrive, or to conform in any way with the relevant Letter
of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored under the laws or practices of the place
where such bank is located; and (vi) may settle or adjust any claim or demand made on the Administrative Agent, the LC Bank, the
LC Participants, or the other Credit Parties or their respective Affiliates, in any way related to any order issued at the applicant’s
request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar document (each an “Order”)
and may honor any drawing in connection with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or
other documents presented in connection with such Letter of Credit fail to conform in any way with such Letter of Credit.


 


In furtherance and extension
and not in limitation of the specific provisions set forth above, any action taken or omitted by the LC Bank under or in connection with
any Letter of Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and without
gross negligence or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction, shall not
put the LC Bank under any resulting liability to the Borrower, any Credit Party or any other Person.


 






    54


     


    

 


SECTION 3.11.
LC Collateral Account. The Administrative Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over the LC Collateral Account. Other than any interest earned on the investment of such deposits, which investments shall
be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall
not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral
Account shall be applied by the Administrative Agent to reimburse the LC Bank for each drawing under a Letter of Credit and for repayment
of amounts owing by the Borrower hereunder and under each of the other Transaction Documents to each of the other Secured Parties. Amounts,
if any, on deposit in the LC Collateral Account on the Final Payout Date shall be promptly remitted by the Administrative Agent to the
Borrower.


 


ARTICLE IV


 


SETTLEMENT
PROCEDURES AND PAYMENT PROVISIONS


 


SECTION 4.01.
Settlement Procedures.


 


(a)            The
Servicer shall set aside and hold in trust for the benefit of the Secured Parties (or, if so requested by the Administrative Agent, segregate
in a separate account designated by the Administrative Agent, which shall be an account maintained and controlled by the Administrative
Agent unless the Administrative Agent otherwise instructs in its sole discretion), for application in accordance with the priority of
payments set forth below, all Collections on Pool Receivables that are received by the Servicer or the Borrower or received in any Lock-Box
or Collection Account; provided, however, that so long as each of the conditions precedent set forth in Section 6.03
are satisfied on such date, the Servicer may release to the Borrower from such Collections the amount (if any) necessary to pay (i) the
purchase price for Receivables purchased by the Borrower on such date in accordance with the terms of the Purchase and Sale Agreement
or (ii) amounts owing by the Borrower to the Originators under the Subordinated Notes (each such release, a “Release”).
On each Settlement Date, the Servicer (or, following its assumption of control of the Collection Accounts, the Administrative Agent) shall,
distribute such Collections in the following order of priority:


 


(i)             first,
to the Servicer for the payment of the accrued Servicing Fees payable for the immediately preceding Interest Period (plus, if applicable,
the amount of Servicing Fees payable for any prior Interest Period to the extent such amount has not been distributed to the Servicer);


 


(ii)            second,
to each Lender and other Credit Party (ratably, based on the amount then due and owing), all accrued and unpaid Interest, Fees and Breakage
Fees due to such Lender and other Credit Party for the immediately preceding Interest Period (including any additional amounts or indemnified
amounts payable under Sections 5.03 and 12.01 in respect of such payments), plus, if applicable, the amount of any such
Interest, Fees and Breakage Fees (including any additional amounts or indemnified amounts payable under Sections 5.03 and 12.01
in respect of such payments) payable for any prior Interest Period to the extent such amount has not been distributed to such Lender or
Credit Party;


 






    55


     


    

 


(iii)           third,
as set forth in clause (x) or (y) below, as applicable:


 


(x)            prior
to the occurrence of the Termination Date, to the extent that a Borrowing Base Deficit exists on such date: (I) first, to
the Lenders (ratably, based on the aggregate outstanding Capital of each Lender at such time) for the payment of a portion of the outstanding
Aggregate Capital at such time, in an aggregate amount equal to (1) the amount necessary to reduce the Borrowing Base Deficit to
zero ($0) Dollars or (2) at the election of the Borrower, such greater amount in accordance with Section 2.02(d) and
(II) second, to the LC Collateral Account, in reduction of the Adjusted LC Participation Amount, in an amount equal to the
amount necessary (after giving effect to clause (I) above) to reduce the Borrowing Base Deficit to zero ($0); or


 


(y)           on
and after the occurrence of the Termination Date: (I) first, to each Lender (ratably, based on the aggregate outstanding Capital
of each Lender at such time) for the payment in full of the aggregate outstanding Capital of such Lender at such time and (II) second,
to the LC Collateral Account (A) the amount necessary to reduce the Adjusted LC Participation Amount to zero ($0) and (B) an
amount equal to the LC Fee Expectation at such time;


 


(iv)           fourth,
to the Credit Parties, the Affected Persons and the Borrower Indemnified Parties (ratably, based on the amount due and owing at such time),
for the payment of all other Borrower Obligations then due and owing by the Borrower to the Credit Parties, the Affected Persons and the
Borrower Indemnified Parties; and


 


(v)            fifth,
the balance, if any, to be paid to the Borrower for its own account.


 


(b)            Notwithstanding
anything to the contrary set forth in this Section 4.01, the Administrative Agent shall have no obligation to distribute or
pay any amount under this Section 4.01 except to the extent actually received by the Administrative Agent.


 


(c)            Notwithstanding
anything contained herein to the contrary, if and to the extent that for any reason any payment by or on behalf of any Person of any amount
owed hereunder is rescinded or must otherwise be restored by the Administrative Agent, any Credit Party, any Affected Person or any Borrower
Indemnified Party, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, such amount shall be deemed not
to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, such Credit Party,
such Affected Person or such Borrower Indemnified Party, as the case may be, shall have a claim against the Borrower for such amount.


 






    56


     


    

 


(d)            For
the purposes of this Section 4.01:


 


(i)             if
on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of any defective, rejected, returned, repossessed
or foreclosed goods or services, or any revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by the
Borrower, any Originator, the Servicer or any Affiliate of the Servicer, or any setoff, counterclaim or dispute between the Borrower or
any Affiliate of the Borrower, an Originator or any Affiliate of an Originator, or the Servicer or any Affiliate of the Servicer, and
an Obligor, the Borrower shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction
or adjustment and, if an Event of Default or Unmatured Event of Default exists or if the Purchase and Sale Termination Date has occurred
and, in each case, if an Originator has made a related payment in cash to the Borrower pursuant to Section 3.2(c) of the Purchase
and Sale Agreement, shall immediately pay (or cause the applicable Originator to pay pursuant to Section 3.3 of the Purchase and
Sale Agreement) any and all such amounts in respect thereof to a Collection Account (or as otherwise directed by the Administrative Agent
at such time) for the benefit of the Credit Parties for application pursuant to Section 4.01(a); provided that if a
Receivable’s “Purchase Price” has been reduced by the full Outstanding Balance thereof pursuant to Section 3.3(a) of
the Purchase and Sale Agreement and such reduction has been made in accordance with Section 3.3(c) of the Purchase and Sale
Agreement, then the Borrower shall deliver to the applicable Originator any payments thereafter received by the Borrower on account of
such Receivable’s Outstanding Balance in accordance with the Borrower’s obligations under the proviso to Section 3.3(a) of
the Purchase and Sale Agreement;


 


(ii)             if
on any day any of the representations or warranties in Section 7.01 is not true with respect to any Pool Receivable, the Borrower
shall be deemed to have received on such day a Collection of such Pool Receivable in full and, if an Event of Default or Unmatured Event
of Default exists or if the Purchase and Sale Termination Date shall have occurred and, in each case, if an Originator has made a related
payment in cash to the Borrower pursuant to Section 3.2(c) of the Purchase and Sale Agreement, shall immediately pay the amount
of such deemed Collection to a Collection Account (or as otherwise directed by the Administrative Agent at such time) for the benefit
of the Credit Parties for application pursuant to Section 4.01(a) (Collections deemed to have been received pursuant
to Section 4.01(d) are hereinafter sometimes referred to as “Deemed Collections”);


 


(iii)           except
as provided in clauses (i) or (ii) above or otherwise required by Applicable Law or the relevant Contract, all
Collections received from an Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order of the age of
such Receivables, starting with the oldest such Receivable, unless such Obligor designates in writing its payment for application to specific
Receivables; and


 


(iv)           if
and to the extent the Administrative Agent, any Credit Party, any Affected Person or any Borrower Indemnified Party shall be required
for any reason to pay over to an Obligor (or any trustee, receiver, custodian or similar official in any Insolvency Proceeding) any amount
received by it hereunder, such amount shall be deemed not to have been so received by such Person but rather to have been retained by
the Borrower and, accordingly, such Person shall have a claim against the Borrower for such amount, payable when and to the extent that
any distribution from or on behalf of such Obligor is made in respect thereof.


 






    57


     


    

  


SECTION 4.02.
Payments and Computations, Etc.  (a) All amounts to be paid by the Borrower or the Servicer to the Administrative Agent,
any Credit Party, any Affected Person or any Borrower Indemnified Party hereunder shall be paid no later than noon (New York City time)
on the day when due in same day funds to the applicable Lender’s Account.


 


(b)            Each
of the Borrower and the Servicer shall, to the extent permitted by Applicable Law, pay interest on any amount other than Capital (which
Capital shall accrue Interest) not paid or deposited by it when due hereunder, at an interest rate per annum equal to 2.00% per annum
above the Base Rate, payable on demand.


 


(c)            All
computations of interest under subsection (b) above and all computations of Interest, Fees and other amounts hereunder shall
be made on the basis of a year of 360 days (or, in the case of amounts determined by reference to the Base Rate, 365 or 366 days, as applicable)
for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder
shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension
of time shall be included in the computation of such payment or deposit.


 


ARTICLE V


 


INCREASED
COSTS; FUNDING LOSSES; TAXES; ILLEGALITY AND SECURITY INTEREST


 


SECTION 5.01.
Increased Costs.


 


(a)            Increased
Costs Generally. If any Change in Law shall:


 


(i)             impose,
modify or deem applicable any reserve, special deposit, liquidity, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Affected Person;


 


(ii)            subject
any Affected Person to any Taxes (except to the extent such Taxes are Indemnified Taxes or Excluded Taxes) on its loans, loan principal,
letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)           impose
on any Affected Person any other condition, cost or expense (other than Taxes) (A) affecting the Collateral, this Agreement, any
other Transaction Document, any Loan or any Letter of Credit or participation therein or (B) affecting its obligations or rights
to make Loans or issue or participate in Letters of Credit;


 






    58


     


    

 


and the result of any of the foregoing shall be
to increase the cost to such Affected Person of (A) acting as the Administrative Agent or a Lender hereunder with respect to the
transactions contemplated hereby, (B) funding or maintaining any Loan or issuing or participating in, any Letter of Credit (or interests
therein) or (C) maintaining its obligation to fund or maintain any Loan or issuing or participating in, any Letter of Credit, or
to reduce the amount of any sum received or receivable by such Affected Person hereunder, then, upon request of such Affected Person (or
its related Lender), the Borrower shall pay to such Affected Person such additional amount or amounts as will compensate such Affected
Person for such additional costs incurred or reduction suffered.


 


(b)            Capital
and Liquidity Requirements. If any Affected Person determines that any Change in Law affecting such Affected Person or any lending
office of such Affected Person or such Affected Person’s holding company, if any, regarding capital or liquidity requirements, has
or would have the effect of (x) increasing the amount of capital required to be maintained by such Affected Person or Affected Person’s
holding company, if any, (y) reducing the rate of return on such Affected Person’s capital or on the capital of such Affected
Person’s holding company, if any, or (z) causing an internal capital or liquidity charge or other imputed cost to be assessed
upon such Affected Person or Affected Person’s holding company, if any, in each case, as a consequence of (A) this Agreement
or any other Transaction Document, (B) the commitments of such Affected Person hereunder or under any other Transaction Document,
(C) the Loans, Letters of Credit or participations in Letters of Credit, made or issued by such Affected Person or (D) any Capital,
to a level below that which such Affected Person or such Affected Person’s holding company could have achieved but for such Change
in Law (taking into consideration such Affected Person’s policies and the policies of such Affected Person’s holding company
with respect to capital adequacy and liquidity), then from time to time, upon request of such Affected Person (or its related Lender),
the Borrower will pay to such Affected Person such additional amount or amounts as will compensate such Affected Person or such Affected
Person’s holding company for any such increase, reduction or charge.


 


(c)            Certificates
for Reimbursement. A certificate of an Affected Person (or its related Lender on its behalf) setting forth the amount or amounts necessary
to compensate such Affected Person or its holding company, as the case may be, as specified in clause (a) or (b) of
this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall, subject to the priorities
of payment set forth in Section 4.01, pay such Affected Person the amount shown as due on any such certificate on the first
Settlement Date occurring after the Borrower’s receipt of such certificate.


 


(d)            Delay
in Requests. Failure or delay on the part of any Affected Person to demand compensation pursuant to this Section shall not constitute
a waiver of such Affected Person’s right to demand such compensation; provided that the Borrower shall not be required to
compensate an Affected Person pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months
prior to the date that such Affected Person notifies the Borrower of the Change in Law giving rise to such increased costs or reductions
and of such Affected Person’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the nine (9) month period referred to above shall be extended to include the period of retroactive
effect thereof).


 


SECTION 5.02.
Funding Losses.


 


(a)            The
Borrower will pay each Lender all Breakage Fees.


 






    59


     


    

 


(b)            A
certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender, as specified in clause (a) above
and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall, subject to the priorities of payment set
forth in Section 4.01, pay such Lender the amount shown as due on any such certificate on the first Settlement Date occurring
after the Borrower’s receipt of such certificate.


 


SECTION 5.03.
Taxes.


 


(a)            Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under any Transaction Document shall be made
without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good
faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment to an Affected
Person, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law, and, if such Tax is an Indemnified Tax,
then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including
such deductions and withholdings applicable to additional sums payable under this Section), the applicable Affected Person receives an
amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)            Payment
of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable
Law, or, at the option of the Administrative Agent, timely reimburse it for the payment of, any Other Taxes.


 


(c)            Indemnification
by the Borrower. The Borrower shall indemnify each Affected Person, within ten days after demand therefor, for the full amount of
any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable
or paid by such Affected Person or required to be withheld or deducted from a payment to such Affected Person and any penalties, interest
and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed
or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower
by an Affected Person (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of an Affected
Person, shall be conclusive absent manifest error.


 


(d)            Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten days after demand therefor, for (i) any
Indemnified Taxes attributable to such Lender or any of its Affiliates that are Affected Persons (but only to the extent that the Borrower
has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting any obligation of the Borrower to
do so), (ii) any Taxes attributable to the failure of such Lender or any of its Affiliates that are Affected Persons to comply with
Section 13.03(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable
to such Lender or any of its Affiliates that are Affected Persons, in each case, that are payable or paid by the Administrative Agent
in connection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were 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 or any of its Affiliates that are Affected
Persons under any Transaction Document or otherwise payable by the Administrative Agent to such Lender or any of its Affiliates that are
Affected Persons from any other source against any amount due to the Administrative Agent under this clause (d).


 






    60


     


    

 


(e)            Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 5.03,
the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the
Administrative Agent.


 


(f)             Status
of Affected Persons. (i) Any Affected Person that is entitled to an exemption from or reduction of withholding Tax with respect
to payments made under any Transaction Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably
requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the
Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.
In addition, any Affected Person, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation
prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative
Agent to determine whether or not such Affected Person is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such
documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if, in
the Affected Person’s reasonable judgment, such completion, execution or submission would subject such Affected Person to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Affected Person.


 


(ii)            Without
limiting the generality of the foregoing:


 


(A)           a
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes
a party to this Agreement and from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals
of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;


 






    61


     


    

 


(B)           any
Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Lender becomes a party to
this Agreement and from time to time upon the reasonable request of the Borrower or the Administrative Agent, whichever of the following
is applicable:



 


(1)            in
the case of such a Lender claiming the benefits of an income tax treaty to which the United States is a party, (x) with respect to
payments of interest under any Transaction Document, executed originals of Internal Revenue Service Form W-8BEN or Internal Revenue
Service Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest”
article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, Internal Revenue
Service Form W-8BEN or Internal Revenue Service Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;


 


(2)            executed
originals of Internal Revenue Service Form W-8ECI;


 


(3)            in
the case of such a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate in substantially the form of Exhibit J hereto to the effect that such Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of
the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of Internal Revenue Service Form W-8BEN
or Internal Revenue Service Form W-8BEN-E; or


 


(4)            to
the extent such Lender is not the beneficial owner, executed originals of Internal Revenue Service Form W-8IMY, accompanied by Internal
Revenue Service Form W-8ECI, Internal Revenue Service Form W-8BEN, Internal Revenue Service Form W-8BEN-E a U.S.
Tax Compliance Certificate, Internal Revenue Service Form W-9, and/or other certification documents from each beneficial owner,
as applicable; provided that, if such Lender is a partnership and one or more direct or indirect partners of such Lender are claiming
the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect
partner; and


 


(C)            any
Lender that is not a U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient), on or prior to the date on which such Lender becomes a party
to this Agreement and from time to time upon the reasonable request of the Borrower or the Administrative Agent, executed originals of
any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly
completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative
Agent to determine the withholding or deduction required to be made.


 






    62


     


    

 


(g)            Documentation
Required by FATCA. If a payment made to a Credit Party under any Transaction Document would be subject to U.S. federal withholding
Tax imposed by FATCA if such Credit Party were to fail to comply with the applicable reporting requirements of FATCA (including those
contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Credit Party shall deliver to the Borrower and
the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower
or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the
Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Credit Party has complied
with such Affected Person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely
for purposes of this clause (g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


(h)            Treatment
of Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as
to which it has been indemnified pursuant to this Section 5.03 (including by the payment of additional amounts pursuant to
this Section 5.03), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity
payments made under this Section 5.03 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses
(including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this clause (h) (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this clause (h), in no event will the indemnified party be required to pay any amount to an indemnifying party
pursuant to this clause (h) the payment of which would place the indemnified party in a less favorable net after Tax position
than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted,
withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This
paragraph shall not be construed to require any indemnified party to make available its Tax returns (or other information relating to
its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(i)            Survival.
Each party’s obligations under this Section 5.03 shall survive the resignation or replacement of the Administrative
Agent or any assignment of rights by, or the replacement of, a Credit Party, the termination of the Commitments and the repayment, satisfaction
or discharge of all the Borrower Obligations and the Servicer’s obligations hereunder.


 


(j)            Updates.
Each Credit Party agrees that if any form or certification it previously delivered pursuant to this Section 5.03 expires or
becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 






    63


     


    

 


SECTION 5.04.
Inability to Determine Adjusted LIBOR or LMIR; Change in Legality.Rate
Unascertainable; Increased Costs; Illegality; Benchmark Replacement Setting.


 


(a)            Unascertainable;
Increased Costs. If, on or prior to the first day of a Tranche Period:


 


(i)            (a) If
any Lenderthe
Administrative Agent shall have determined (which determination shall be conclusive and binding
upon the parties hereto absent manifest error) on any
day, by reason of circumstances affecting the interbank Eurodollar market, either that: (i) dollar deposits in the relevant amounts
and for the relevant Interest Period or day, as applicable, are not available, (ii) adequate and reasonable means do not exist for
ascertaining Adjusted LIBOR or LMIR, for such Interest Period or day, as applicable, or (iii) Adjusted LIBOR or LMIR determined
pursuant hereto does not accurately reflect the cost to the applicable Affected Person (as conclusively determined by such Lender) of
maintaining any Portion of Capital during such Interest Period or day, as applicable, such Lender shall promptly give telephonic notice
of such determination, confirmed in writing, to the Borrower on such day. Upon delivery of such notice: (i) no Portion of Capital
with respect to such Lender shall be funded thereafter at Adjusted LIBOR or LMIR unless and until such Lender shall have given notice
to the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and (ii) with
respect to any outstanding Portion of Capital then funded at Adjusted LIBOR or LMIR, as applicable, such Interest Rate shall automatically
and immediately be converted to the Base Rate.that
(x) the SOFR Rate, Daily 1M SOFR or Daily Simple SOFR cannot be determined because it is not available or published on a current
basis or (y) a fundamental change has occurred with respect to such rate (including, without limitation, changes in national or
international financial, political or economic conditions),


 


(ii)            the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that the SOFR Rate, Daily
1M SOFR or Daily Simple SOFR cannot be determined pursuant to the definition thereof, or


 


(iii)            on
or prior to the first day of any Tranche Period, any Lender determines that for any reason in connection with any request for a Term Rate
Loan or a conversion thereto or a continuation thereof that the Term Rate Loan Option for any requested Tranche Period with respect to
a proposed Term Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding, establishing or maintaining such
Loan and, in each case, any Lender has provided notice of such determination to the Administrative Agent,


 


then
the Administrative Agent shall have the rights specified in Section 5.04(c).


 


(b)            Illegality.
If at any time any Lender shall have determined, or any Governmental Authority shall have asserted, that the making, maintenance or funding
of any Loan to which any Interest Rate Option applies, or the determination or charging of interest rates based upon any Interest Rate
Option has been made impracticable or unlawful, by compliance by such Lender in good faith with any law or any interpretation or application
thereof by any Governmental Authority or with any request or directive of any such Governmental Authority (whether or not having the force
of law), then the Administrative Agent shall have the rights specified in Section 5.04(c).


 






    64


     


    


 


(c)            Administrative
Agent’s and Lender’s Rights. In the case of any event specified in Section 5.04(a) above, the Administrative Agent
shall promptly so notify the Lenders and the Borrower thereof, and in the case of an event specified in Section 5.04(b) above,
such Lender shall promptly so notify the Administrative Agent and endorse a certificate to such notice as to the specific circumstances
of such notice, and the Administrative Agent shall promptly send copies of such notice and certificate to the other Lenders and the Borrower.
Upon such date as shall be specified in such notice (which shall not be earlier than the date such notice is given), the obligation of
(i) the Lenders, in the case of such notice given by the Administrative Agent, or (ii) such Lender, in the case of such notice
given by such Lender, to allow the Borrower to select, convert to or renew a Loan under the affected Interest Rate Option shall be suspended
(to the extent of the affected Interest Rate Option or Tranche Periods) until the Administrative Agent shall have later notified the Borrower,
or such Lender shall have later notified the Administrative Agent, of the Administrative Agent’s or such Lender’s, as the
case may be, determination that the circumstances giving rise to such previous determination no longer exist. If at any time the Administrative
Agent makes a determination under Section 5.04(a) and the Borrower has previously notified the Administrative Agent of its selection
of, conversion to or renewal of an affected Interest Rate Option and such Interest Rate Option has not yet gone into effect, such notification
shall be deemed to provide for selection of, conversion to or renewal of the Base Rate Option otherwise available with respect to such
Loans. If any Lender notifies the Administrative Agent of a determination under Section 5.04(b), the Borrower shall, subject to the
Borrower’s obligation to pay any Breakage Fees, as to any Loan of the Lender to which an affected Interest Rate Option applies,
on the date specified in such notice either convert such Loan to the Base Rate Option otherwise available with respect to such Loan or
prepay such Loan in accordance with Section 2.02(d). Absent due notice from the Borrower of conversion or prepayment, such Loan shall
automatically be converted to the Base Rate Option otherwise available with respect to such Loan upon such specified date.


 


(b) If
on any day any Lender shall have been notified by any Affected Person that such Affected Person has determined (which determination shall
be final and conclusive absent manifest error) that any Change in Law, or compliance by such Affected Person with any Change in Law, shall
make it unlawful or impossible for such Affected Person to fund or maintain any Portion of Capital at or by reference to Adjusted LIBOR
or LMIR, as applicable, such Lender shall notify the Borrower and the Administrative Agent thereof. Upon receipt of such notice, until
the applicable Lender notifies the Borrower and the Administrative Agent that the circumstances giving rise to such determination no longer
apply, (i) no Portion of Capital with respect to such Lender shall be funded at or by reference to Adjusted LIBOR or LMIR, as applicable,
and (ii) the Interest for any outstanding Portions of Capital with respect to such Lender then funded at Adjusted LIBOR or LMIR,
as applicable, shall automatically and immediately be converted to the Base Rate.


 






    65


     


    


 


SECTION 5.05.
Security Interest.


 


(a) As
security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under
this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in
respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the
ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to
and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all
Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such
Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments,
if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral
Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account
and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement,
(vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all
goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel
paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial
tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment
of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC)
and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.


 


The Administrative
Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights
and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured
party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the
collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding
that such wording may be broader in scope than the collateral described in this Agreement.


 


Immediately
upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of
the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely
with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement
and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other
Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights
to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered
to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver
to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other
documents as the Borrower shall reasonably request to evidence such termination.


 






    66


     


    

 


(d)            SECTION 5.06.
Benchmark Replacement Setting.


  


(i)            (a) Benchmark
Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document,
if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related
Benchmark Replacement Date have occurred prior to the Reference Time in respect of any
setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or
(2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark
Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of such Benchmark setting
and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any
other Transaction Document and (y) if a Benchmark Replacement is determined in accordance with clause (32)
of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace
such Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New
York City time) on the fifth (5th) Business Day after the date notice
of such Benchmark Replacement is provided to the Lenders and the Borrower without
any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction 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 Majority Lenders.


 


(ii)            No
swap agreement shall be deemed to be a “Transaction Document” for purposes of this Section.


 


(iii)            (b) Benchmark
Replacement Conforming Changes. 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
Transaction 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 or any other Transaction Document.


 


(iv)            (c) Notices;
Standards for Decisions and Determinations. The Administrative Agent will promptly notify the
Borrower and the Lenders of (iA)
any occurrence of a Benchmark Transition Event , a Term SOFR Transition Event or an Early Opt-in Election,
as applicable, and its related Benchmark Replacement Date, (iiB)
the implementation of any Benchmark Replacement, (iiiC)
the effectiveness of any Benchmark Replacement Conforming Changes, (ivD)
the removal or reinstatement of any tenor of a Benchmark pursuant to Section 5.06(d) andparagraph
(v) below and (E) the commencement or conclusion of any Benchmark
Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender
(or group of Lenders) pursuant to this Section 5.06, including any determination
with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision
to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its
or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document,
 except, in each case, as expressly required pursuant to this Section 5.06.


 






    67


     


    

 


(v)            (d) Unavailability
of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction
Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark
is a term rate (including Term SOFR or USD LIBOR) and either (A) any tenor for such
Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative
Agent in its reasonable discretion or (B) the administrator of such Benchmark
or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information
announcing that any tenor for such Benchmark is not or will be
no longer not be representative, then the Administrative
Agent may modify the definition of “Interest Period” (or any similar
or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or,
non-representative, non-compliant or non-aligned tenor and (ii) if
a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information
service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is
not or will no longernot
be representative for a Benchmark (including a Benchmark Replacement), then the Administrative
Agent may modify the definition of “Interest Period” (or any similar
or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.


 


(vi)            (e) Benchmark
Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark
Unavailability Period, the Borrower may revoke any pending request
for a Loan bearing interest based on USD LIBORthe
SOFR Rate, conversion to or continuation of Loans bearing interest based on USD LIBORsuch
Interest Rate Option to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (i) the
Borrower will be deemed to have converted any such request into a request for a Loan of or conversion to Loans bearing interest under
the Base Rate Option and (ii) any outstanding affected Loans bearing interest
based on the SOFR Rate will be deemed to have been converted to Loans bearing interest under the Base Rate Option at the end of the applicable
Tranche Period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not
an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable,
will not be used in any determination of the Base Rate.


 


(f) Notwithstanding
anything to the contrary herein or in any other Transaction Document and subject to the proviso below in this paragraph, if a Term SOFR
Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the
then-current Benchmark, then (i) the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder
or under any Transaction Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent
Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction
Document; and (ii) Loans outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark
shall be deemed to have been converted to Loans bearing interest at the Benchmark Replacement with a tenor approximately the same length
as the interest payment period of the then-current Benchmark; provided that, this Section 5.06(f) shall not be effective unless
the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice.


 






    68


     


    

 


SECTION 5.05.
Selection of Interest Rate Options. If the Borrower fails to select a new Tranche
Period to apply to any Borrowing Tranche of Loans under any Term Rate Loan Option at the expiration of an existing Tranche Period applicable
to such Borrowing Tranche in accordance with the provisions of Section 2.07, the Borrower shall be deemed to have converted such
Borrowing Tranche to the SOFR Rate Option with a Tranche Period of one (1) month commencing upon the last day of the existing Tranche
Period. If the Borrower provides any Loan Request related to a Loan at the SOFR Rate Option but fails to identify a Tranche Period therefor,
such Loan Request shall be deemed to request a Tranche Period of one (1) month.


 


SECTION 5.06.
Security Interest.


 


(a)            As
security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under
this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in
respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the
ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to
and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all
Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such
Pool Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments,
if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) the LC Collateral
Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing LC Collateral Account
and amounts on deposit therein, (vi) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement,
(vii) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all
goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel
paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial
tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment
of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC)
and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing.


 


The
Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the
other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies
of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing
as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding
that such wording may be broader in scope than the collateral described in this Agreement.


 






    69


     


    

 


Immediately
upon the occurrence of (i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of
the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any Related Security solely
with respect to such Receivable, in the case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement
and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other
Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights
to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered
to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver
to the Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other
documents as the Borrower shall reasonably request to evidence such termination.


 


ARTICLE VI


 


CONDITIONS
to Effectiveness and CREDIT EXTENSIONS


 


SECTION 6.01.
Conditions Precedent to Effectiveness and the Initial Credit Extension. This Agreement shall become effective as of the
Closing Date when (a) the Administrative Agent shall have received each of the documents, agreements (in fully executed form), opinions
of counsel, lien search results, UCC filings, certificates and other deliverables listed on the closing memorandum attached as Exhibit H
hereto, in each case, in form and substance acceptable to the Administrative Agent and (b) all fees and expenses payable by
the Borrower on the Closing Date to the Credit Parties have been paid in full in accordance with the terms of the Transaction Documents.


 


SECTION 6.02.
Conditions Precedent to All Credit Extensions. Each Credit Extension hereunder on or after the Closing Date shall be subject
to the conditions precedent that:


 


(a)            in
the case of a Loan, the Borrower shall have delivered to the Administrative Agent and each Lender a Loan Request for such Loan, and in
the case of a Letter of Credit, the Borrower shall have delivered to the Administrative Agent and the LC Bank, a Letter of Credit Application
and an LC Request, in each case, in accordance with Section 2.02(a) or Section 3.02(a), as applicable;


 


(b)            the
Servicer shall have delivered to the Administrative Agent and each Lender all Monthly Reports and Interim Reports required to be delivered
hereunder;


 


(c)            the
conditions precedent to such Credit Extension specified in Section 2.01(i) through (iii) and Section 3.01(a),
as applicable, shall be satisfied; and


 


(d)            on
the date of such Credit Extension the following statements shall be true and correct (and upon the occurrence of such Credit Extension,
the Borrower and the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):


 


(i)            the
representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct
in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless such representations
and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as
of such earlier date;


 






    70


     


    

 


(ii)            no
Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would
result from such Credit Extension;


 


(iii)            no
Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension; and


 


(iv)            the
Termination Date has not occurred.


 


SECTION 6.03.
Conditions Precedent to All Releases. Each Release hereunder on or after the Closing Date shall be subject to the conditions
precedent that:


 


(a)            after
giving effect to such Release, the Servicer shall be holding in trust for the benefit of the Secured Parties an amount of Collections
sufficient to pay the sum of (x) all accrued and unpaid Servicing Fees, Interest, Fees and Breakage Fees, in each case, through
the date of such Release, (y) the amount of any Borrowing Base Deficit (after giving effect to such Release and the Borrower’s
related purchase of Receivables pursuant to the Purchase and Sale Agreement on the date of such Release) and (z) the amount of all
other accrued and unpaid Borrower Obligations through the date of such Release;


 


(b)            the
Borrower shall use the proceeds of such Release solely to pay the purchase price for Receivables purchased by the Borrower in accordance
with the terms of the Purchase and Sale Agreement; and


 


(c)            on
the date of such Release the following statements shall be true and correct (and upon the occurrence of such Release, the Borrower and
the Servicer shall be deemed to have represented and warranted that such statements are then true and correct):


 


(i)            the
representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 are true and correct
in all material respects on and as of the date of such Release as though made on and as of such date unless such representations and warranties
by their terms refer to an earlier date, in which case they shall be true and correct in all material respects on and as of such earlier
date;


 


(ii)            no
Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would
result from such Release;


 


(iii)            no
Borrowing Base Deficit exists or would exist after giving effect to such Release;


 


(iv)            the
Termination Date has not occurred; and


 






    71


     


    

 


(v)            the
Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.


 


ARTICLE VII


 


REPRESENTATIONS
AND WARRANTIES


 


SECTION 7.01.
Representations and Warranties of the Borrower. The Borrower represents and warrants to each Credit Party as of the Closing
Date, on each Settlement Date and on each day on which a Credit Extension shall have occurred:


 


(a)            Organization
and Good Standing. The Borrower is a limited liability company and validly existing in good standing under the laws of the State of
Delaware and has full power and authority to own its properties and to conduct its business as such properties are currently owned and
such business is presently conducted.


 


(b)            Due
Qualification. The Borrower is duly qualified to do business, is in good standing as a foreign entity and has obtained all necessary
licenses and approvals in all jurisdictions in which the conduct of its business requires such qualification, licenses or approvals, except
where the failure to do so could not reasonably be expected to have a Borrower Material Adverse Effect.


 


(c)            Power
and Authority; Due Authorization. The Borrower (i) has all necessary power and authority to (A) execute and deliver this
Agreement and the other Transaction Documents to which it is a party, (B) perform its obligations under this Agreement and the other
Transaction Documents to which it is a party and (C) grant a security interest in the Collateral to the Administrative Agent on the
terms and subject to the conditions herein provided and (ii) has duly authorized by all necessary action such grant and the execution,
delivery and performance of, and the consummation of the transactions provided for in, this Agreement and the other Transaction Documents
to which it is a party.


 


(d)            Binding
Obligations. This Agreement and each of the other Transaction Documents to which the Borrower is a party constitutes legal, valid
and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except (i) as
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in equity or at law.


 


(e)            No
Conflict or Violation. The execution, delivery and performance of, and the consummation of the transactions contemplated by, this
Agreement and the other Transaction Documents to which the Borrower is a party, and the fulfillment of the terms hereof and thereof, will
not (i) conflict with, result in any breach of any of the terms or provisions of, or constitute (with or without notice or lapse
of time or both) a default under its organizational documents or any indenture, sale agreement, credit agreement, loan agreement, security
agreement, mortgage, deed of trust, or other agreement or instrument to which the Borrower is a party or by which it or any of its properties
is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of the Collateral pursuant to the terms of any
such indenture, credit agreement, loan agreement, security agreement, mortgage, deed of trust, or other agreement or instrument other
than this Agreement and the other Transaction Documents or (iii) conflict with or violate any Applicable Law.


 






    72


     


    

 


(f)            Litigation
and Other Proceedings. (i)  There is no action, suit, proceeding or investigation pending or, to the best knowledge of the Borrower,
threatened, against the Borrower before any Governmental Authority and (ii) the Borrower is not subject to any order, judgment, decree,
injunction, stipulation or consent order of or with any Governmental Authority that, in the case of either of the foregoing clauses
(i) and (ii), (A) asserts the invalidity of this Agreement or any other Transaction Document, (B) seeks to prevent
the grant of a security interest in any Collateral by the Borrower to the Administrative Agent, the ownership or acquisition by the Borrower
of any Pool Receivable or other Collateral or the consummation of any of the transactions contemplated by this Agreement or any other
Transaction Document, (C) seeks any determination or ruling that could materially and adversely affect the performance by the Borrower
of its obligations under, or the validity or enforceability of, this Agreement or any other Transaction Document or (D) individually
or in the aggregate for all such actions, suits, proceedings and investigations could reasonably be expected to have a Borrower Material
Adverse Effect.


 


(g)            Governmental
Approvals. Except where the failure to obtain or make such authorization, consent, order, approval or action could not reasonably
be expected to have a Borrower Material Adverse Effect, all authorizations, consents, orders and approvals of, or other actions by, any
Governmental Authority that are required to be obtained by the Borrower in connection with the grant of a security interest in the Collateral
to the Administrative Agent hereunder or the due execution, delivery and performance by the Borrower of this Agreement or any other Transaction
Document to which it is a party and the consummation by the Borrower of the transactions contemplated by this Agreement and the other
Transaction Documents to which it is a party have been obtained or made and are in full force and effect.


 


(h)            Margin
Regulations. The Borrower is not engaged, principally or as one of its important activities, in the business of extending credit for
the purpose of purchasing or carrying margin stock (within the meanings of Regulations T, U and X of the Board of Governors of the Federal
Reserve System).


 


(i)            Solvency.
After giving effect to the transactions contemplated by this Agreement and the other Transaction Documents, the Borrower is Solvent.


 


(j)            Offices;
Legal Name. The Borrower’s sole jurisdiction of organization is the State of Delaware and such jurisdiction has not changed
within four months prior to the date of this Agreement. The office of the Borrower is located at 980 Jolly Road, Blue Bell, PA 19422.
The legal name of the Borrower is BrightView Funding LLC.


 


(k)            Investment
Company Act; Volcker Rule. The Borrower (i) is not, and is not controlled by, an “investment company” registered
or required to be registered under the Investment Company Act and (ii) is not a “covered fund” under the Volcker Rule.
In determining that the Borrower is not a “covered fund” under the Volcker Rule, the Borrower relies on an exemption from
the definition of “investment company” set forth in Section 3(c)(5) of the Investment Company Act, although other
exemptions from the definition of “investment company” set forth in the Investment Company Act may be also be available.


 






    73


     


    

 


(l)            No
Material Adverse Effect. Since the date of formation of the Borrower there has been no Borrower Material Adverse Effect.


 


(m)            Accuracy
of Information. All Monthly Reports, Interim Reports, Loan Requests, LC Requests, Letter of Credit Applications, certificates,
reports, statements, documents and other written information furnished to the Administrative Agent or any other Credit Party by or on
behalf of the Borrower pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant
to any amendment or modification of, or waiver under, this Agreement or any other Transaction Document, is, at the time the same are so
furnished, complete and correct in all material respects on the date the same are furnished to the Administrative Agent or such other
Credit Party, and does not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the
statements contained therein not misleading; provided that, with respect to projected financial information, if any, such representation
is made only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 


(n)            Anti-Money
Laundering/International Trade Law Compliance. No: (a) Covered
Entity, nor any officers or directors, nor to the Borrower’s knowledge
any employees, consultants, brokers, or agents acting on a Covered Entity’s behalf in connection with this Agreement: (i) is
a Sanctioned Person. No Covered Entity, either in its own right;
(ii) directly, or knowingly indirectly through any
third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or
control of ais engaged in any transactions or other dealings
with or for the benefit of any Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does
business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person
in violation of any Anti-Terrorism Law; or (iii) engages in any material dealings or transactionsor
Sanctioned Jurisdiction, or any transactions or other dealings that otherwise are prohibited by any Anti-Terrorism LawLaws;
(b) Collateral is Embargoed Property.


 


(o)            Anti-Corruption
Laws. Each Covered Entity has (a) conducted its business in compliance with all applicable Anti-Corruption Laws and (b) has
instituted and maintains or is subject to policies and procedures reasonably designed to ensure compliance with such Anti-Corruption Laws.


 


(p)            (o) Perfection
Representations.


 


(i)            This
Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and
interest in, to and under the Collateral which (A) security interest has been perfected and is enforceable against creditors of and
purchasers from the Borrower (in the case of the Related Security, in only that portion of the Related Security in which a security interest
may be perfected by the filing of a financing statement under the UCC) and (B) will be free of all Adverse Claims in such Collateral.


 






    74


     


    

 


(ii)            The
Receivables constitute “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC.


 


(iii)            The
Borrower owns and has good and marketable title to the Collateral free and clear of any Adverse Claim of any Person.


 


(iv)            All
appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office
in the appropriate jurisdictions under Applicable Law in order to perfect (and continue the perfection of) the sale and contribution of
the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by
the Borrower of a security interest in the Collateral to the Administrative Agent pursuant to this Agreement.


 


(v)            Other
than the security interest granted to the Administrative Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Collateral except as permitted by this Agreement and the other Transaction
Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that
include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Administrative
Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the
Borrower.


 


(vi)            Notwithstanding
any other provision of this Agreement or any other Transaction Document, the representations contained in this Section 7.01(op)
shall be continuing and remain in full force and effect until the Final Payout Date.


 


(q)            (p) The
Lock-Boxes and Collection Accounts.


 


(i)            Nature
of Collection Accounts. Each Collection Account constitutes a “deposit account” within the meaning of the applicable UCC.


 


(ii)            Ownership.
Each Lock-Box and Collection Account is in the name of the Borrower, and the Borrower owns and has good and marketable title to the Collection
Accounts free and clear of any Adverse Claim.


 


(iii)            Perfection.
The Borrower has delivered to the Administrative Agent a fully executed Account Control Agreement relating to each Lock-Box and Collection
Account. The Administrative Agent has “control” (as defined in Section 9-104 of the UCC) over each Collection Account.


 


(iv)            Instructions.
Neither the Lock-Boxes nor the Collection Accounts are in the name of any Person other than the Borrower. Neither the Borrower nor the
Servicer has consented to the applicable Collection Account Bank complying with instructions of any Person other than the Administrative
Agent.


 






    75


     


    

 


(r)            (q) Ordinary
Course of Business. Each remittance of Collections by or on behalf of the Borrower to the Credit Parties under this Agreement will
have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower
and (ii) made in the ordinary course of business or financial affairs of the Borrower.


 


(s)            (r) Compliance
with Law. The Borrower has complied in all material respects with all Applicable Laws to which it may be subject.


 


(t)            (s) Bulk
Sales Act. No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.


 


(u)            (t) Eligible
Receivables. Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date
is an Eligible Receivable as of such date.


 


(v)            (u) Taxes.
The Borrower has (i) timely filed all tax returns (federal, state and local) required to be filed by it and (ii) paid, or caused
to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges
being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP,
except in each case to the extent that such failure to file or pay could not reasonably be expected to have a Borrower Material Adverse
Effect.


 


(w)            (v) Tax
Status. The Borrower (i) is, and shall at all relevant times continue to be, a “disregarded entity” within the meaning
of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes and (ii) is not and will not at any relevant time
become an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.


 


(x)            (w) Opinions.
The facts regarding the Borrower, the Servicer, each Originator, the Performance Guarantor, the Receivables, the Related Security and
the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction
Documents are true and correct in all material respects.


 


(y)            (x) Other
Transaction Documents. Each representation and warranty made by the Borrower under each other Transaction Document to which it is
a party is true and correct in all material respects as of the date when made.


 


(z)            (y) Liquidity
Coverage Ratio.  The Borrower has not issued any LCR Securities, and the Borrower is a consolidated subsidiary of BrightView
under GAAP.


 


(aa)            (z) Beneficial
Ownership Regulation.  As of the First Amendment Date, the Borrower is an entity that is organized under the laws of the United
States or of any state and at least 51% of whose common stock or analogous equity interest is owned directly or indirectly by a company
listed on the New York Stock Exchange or the American Stock Exchange or designated as a NASDAQ National Market Security listed on the
NASDAQ stock exchange and is excluded on that basis from the definition of “Legal Entity Customer” as defined in the Beneficial
Ownership Regulation.


 






    76


     


    

 


(bb)            (aa)
Reaffirmation of Representations and Warranties. On the date of each Credit
Extension, on the date of each Release, on each Settlement Date and on the date each Monthly Report, Interim Report or other report
is delivered to the Administrative Agent or any Lender hereunder, the Borrower shall be deemed to have certified that (i) all representations
and warranties of the Borrower hereunder are true and correct in all material respects on and as of such day as though made on and as
of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties
shall be true and correct in all material respects as of such date) and (ii) no Event of Default or an Unmatured Event of Default
has occurred and is continuing or will result from such Credit Extension or Release.


 


Notwithstanding any other
provision of this Agreement or any other Transaction Document, the representations and warranties contained in this Section shall
be continuing, and remain in full force and effect until the Final Payout Date.


 


SECTION 7.02.
Representations and Warranties of the Servicer. The Servicer represents and warrants to each Credit Party as of the Closing
Date, on each Settlement Date and on each day on which a Credit Extension shall have occurred:


 


(a)            Organization
and Good Standing. The Servicer is a duly organized and validly existing limited liability company in good standing under the laws
of the State of Delaware, with the power and authority under its organizational documents and under the laws of Delaware to own its properties
and to conduct its business as such properties are currently owned and such business is presently conducted.


 


(b)            Due
Qualification. The Servicer is duly qualified to do business, is in good standing as a foreign entity and has obtained all necessary
licenses and approvals in all jurisdictions in which the conduct of its business or the servicing of the Pool Receivables as required
by this Agreement requires such qualification, licenses or approvals, except where the failure to do so could not reasonably be expected
to have a Material Adverse Effect.


 


(c)            Power
and Authority; Due Authorization. The Servicer has all necessary power and authority to (i) execute and deliver this Agreement
and the other Transaction Documents to which it is a party and (ii) perform its obligations under this Agreement and the other Transaction
Documents to which it is a party and the execution, delivery and performance of, and the consummation of the transactions provided for
in, this Agreement and the other Transaction Documents to which it is a party have been duly authorized by the Servicer by all necessary
action.


 


(d)            Binding
Obligations. This Agreement and each of the other Transaction Documents to which the Servicer is a party constitutes legal, valid
and binding obligations of the Servicer, enforceable against the Servicer in accordance with their respective terms, except (i) as
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the
enforcement of creditors’ rights generally and (ii) as such enforceability may be limited by general principles of equity,
regardless of whether such enforceability is considered in a proceeding in equity or at law.


 






    77


     


    

 


(e)            No
Conflict or Violation. The execution and delivery of this Agreement and each other Transaction Document to which the Servicer is a
party, the performance of the transactions contemplated by this Agreement and such other Transaction Documents and the fulfillment of
the terms of this Agreement and such other Transaction Documents by the Servicer will not (i) conflict with, result in any breach
of any of the terms or provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational
documents of the Servicer or any indenture, sale agreement, credit agreement (including the Credit Agreement), loan agreement, security
agreement, mortgage, deed of trust or other agreement or instrument to which the Servicer is a party or by which it or any of its property
is bound, (ii) result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any
such indenture, credit agreement, loan agreement, security agreement, mortgage, deed of trust or other agreement or instrument, other
than this Agreement and the other Transaction Documents or (iii) conflict with or violate any Applicable Law, except to the extent
that any such conflict, breach, default, Adverse Claim or violation could not reasonably be expected to have a Material Adverse Effect.


 


(f)            Litigation
and Other Proceedings. There is no action, suit, proceeding or investigation pending, or to the Servicer’s knowledge threatened,
against the Servicer before any Governmental Authority: (i) asserting the invalidity of this Agreement or any of the other Transaction
Documents; (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction
Document; or (iii) seeking any determination or ruling that could materially and adversely affect the performance by the Servicer
of its obligations under, or the validity or enforceability of, this Agreement or any of the other Transaction Documents.


 


(g)            No
Consents. The Servicer is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization
or declaration of or with any Governmental Authority in connection with the execution, delivery, or performance of this Agreement or any
other Transaction Document to which it is a party that has not already been obtained or the failure of which to obtain could not reasonably
be expected to have a Material Adverse Effect.


 


(h)            Compliance
with Applicable Law. The Servicer (i) shall duly satisfy all obligations on its part to be fulfilled under or in connection with
the Pool Receivables and the related Contracts, (ii) has maintained in effect all qualifications required under Applicable Law in
order to properly service the Pool Receivables and (iii) has complied in all material respects with all Applicable Laws in connection
with servicing the Pool Receivables.


 


(i)            Accuracy
of Information. All Monthly Reports, Interim Reports, Loan Requests, LC Requests, Letter of Credit Applications, certificates,
reports, statements, documents and other written information furnished to the Administrative Agent or any other Credit Party by the Servicer
pursuant to any provision of this Agreement or any other Transaction Document, or in connection with or pursuant to any amendment or modification
of, or waiver under, this Agreement or any other Transaction Document, is, at the time the same are so furnished, complete and correct
in all material respects on the date the same are furnished to the Administrative Agent or such other Credit Party, and does not contain
any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not
misleading; provided that, with respect to projected financial information, if any, such representation is made only that such
information was prepared in good faith based upon assumptions believed to be reasonable at the time.


 






    78


     


    

 


(j)            Location
of Records. The offices where the initial Servicer keeps all of its records relating to the servicing of the Pool Receivables are
located at 980 Jolly Road, Blue Bell, PA 19422.


 


(k)            Credit
and Collection Policy. The Servicer has complied in all material respects with the Credit and Collection Policy in connection with
its servicing of the Pool Receivables and the related Contracts.


 


(l)            Eligible
Receivables. Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date
is an Eligible Receivable as of such date.


 


(m)            Servicing
Programs. No material license or approval is required for the Administrative Agent’s use of any software or other computer program
used by the Servicer, any Originator or any Sub-Servicer in the servicing of the Pool Receivables, other than those which have been obtained
and are in full force and effect.


 


(n)            Servicing
of Pool Receivables. Since the Closing Date there has been no material adverse change in the ability of the Servicer or any Sub-Servicer
to service and collect the Pool Receivables and the Related Security.


 


(o)            Other
Transaction Documents. Each representation and warranty made by the Servicer under each other Transaction Document to which it is
a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when
made.


 


(p)            No
Material Adverse Effect. Since December 31, 2016 there has been no Material Adverse Effect on the Servicer.


 


(q)            Investment
Company Act. The Servicer is not an “investment company,” or a company “controlled” by an “investment
company,” within the meaning of the Investment Company Act.


 


(r)            Anti-Money
Laundering/International Trade Law Compliance. No Covered EntitySanctions
and other Anti-Terrorism Laws. No: (a) Covered Entity, nor any officers or directors, nor to such Servicer’s knowledge any
employees, consultants, brokers, or agents acting on a Covered Entity’s behalf in connection with this Agreement: (i) is
a Sanctioned Person. No Covered Entity, either in its own right;
(ii) directly, or knowingly indirectly through any
third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or
control of ais engaged in any transactions or other dealings
with or for the benefit of any Sanctioned Person in violation of any Anti-Terrorism Law; (ii) does
business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person
in violation of any Anti-Terrorism Law; or (iii) engages in any material dealings or transactionsor
Sanctioned Jurisdiction, or any transactions or other dealings that otherwise are prohibited by any Anti-Terrorism LawLaws;
(b) Collateral is Embargoed Property.


 






    79


     


    

 


 


(s)            Anti-Corruption
Laws. Each Covered Entity has (a) conducted its business in compliance with all applicable Anti-Corruption Laws and (b) has
instituted and maintains or is subject to policies and procedures reasonably designed to ensure compliance with such Anti-Corruption Laws.


 


(t)            (s) Financial
Condition. The consolidated balance sheets of the Servicer and its consolidated Subsidiaries as of December 31, 2016 and the
related statements of income and shareholders’ equity of the Servicer and its consolidated Subsidiaries for the fiscal year then
ended, copies of which have been furnished to the Administrative Agent and the Lenders, present fairly in all material respects the consolidated
financial position of the Servicer and its consolidated Subsidiaries for the period ended on such date, all in accordance with GAAP.


 


(u)            (t) Bulk
Sales Act. No transaction contemplated by this Agreement requires compliance by it with any bulk sales act or similar law.


 


(v)            (u) Taxes.
The Servicer has (i) timely filed all tax returns (federal, state and local) required to be filed by it and (ii) paid, or caused
to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges
being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP,
except in each case to the extent that the failure to file or pay could not reasonably be expected to have a Material Adverse Effect.


 


(w)            (v) Opinions.
The facts regarding the Borrower, the Servicer, each Originator, the Performance Guarantor, the Receivables, the Related Security and
the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction
Documents are true and correct in all material respects.


 


(x)            (w) Reaffirmation
of Representations and Warranties. On the date of each Credit Extension, on the date of each Release, on each Settlement Date
and on the date each Monthly Report, Interim Report or other report is delivered to the Administrative Agent or any Lender hereunder,
the Servicer shall be deemed to have certified that (i) all representations and warranties of the Servicer hereunder are true and
correct in all material respects on and as of such day as though made on and as of such day, except for representations and warranties
which apply as to an earlier date (in which case such representations and warranties shall be true and correct in all material respects
as of such date) and (ii) no Event of Default or an Unmatured Event of Default has occurred and is continuing or will result from
such Credit Extension or Release.


 


Notwithstanding any other
provision of this Agreement or any other Transaction Document, the representations contained in this Section shall be continuing,
and remain in full force and effect until the Final Payout Date.


 






    80


     


    

 


ARTICLE VIII


 


COVENANTS


 


SECTION 8.01.
Covenants of the Borrower Covenants
of the Borrower. At all times from the Closing Date until the Final Payout Date:


 


(a)            Payment
of Principal and Interest. The Borrower shall duly and punctually pay Capital, Interest, Fees and all other amounts payable by
the Borrower hereunder in accordance with the terms of this Agreement.


 


(b)            Existence.
The Borrower shall keep in full force and effect its existence and rights as a limited liability company under the laws of the State of
Delaware, and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Agreement, the other Transaction Documents and the Collateral.


 


(c)            Financial
Reporting. The Borrower will maintain a system of accounting established and administered in accordance with GAAP, and the Borrower
(or the Servicer on its behalf) shall furnish to the Administrative Agent, the LC Bank and each Lender:


 


(i)            Annual
Financial Statements of the Borrower. Promptly upon completion and in no event later than 105 days after the close of each
fiscal year of the Borrower, annual unaudited financial statements of the Borrower certified by a Financial Officer of the Borrower that
they fairly present in all material respects, in accordance with GAAP, the financial condition of the Borrower as of the date indicated
and the results of its operations for the periods indicated.


 


(ii)            Monthly
Reports and Interim Reports. As soon as available and in any event (a) not later than two (2) Business Days prior to each
Settlement Date, a Monthly Report as of the most recently completed Fiscal Month and (b) not later than two (2) Business Days
following the Borrower’s receipt of a request thereof, an Interim Report with respect to the Pool Receivables with data as of the
close of business on the applicable date specified by the Administrative Agent (which date in any event shall not be later than the immediately
preceding Business Day).


 


(iii)            Other
Information. Such other information relating to the Collateral and the Borrower and the transactions contemplated hereby (including
non-financial information) as the Administrative Agent or any Lender may from time to time reasonably request.


 






    81


     


    

 


(iv)            Quarterly
Financial Statements of Performance Guarantor. As soon as available and in any event not later than the date on which such financial
statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or, if such financial statements are
not required to be filed with the SEC, in no event later than 60 days following the end of each of the first three fiscal quarters in
each of Performance Guarantor’s fiscal years), (i) the unaudited consolidated balance sheet and statements of income of Performance
Guarantor and its consolidated Subsidiaries (including the Borrower, the Servicer and each Originator) as at the end of such fiscal quarter
and the related unaudited consolidated statements of earnings and cash flows for such fiscal quarter and for the elapsed portion of the
fiscal year ended with the last day of such fiscal quarter, in each case setting forth comparative figures for the corresponding fiscal
quarter in the prior fiscal year, all of which shall be certified by a Financial Officer of Performance Guarantor that they fairly present
in all material respects, in accordance with GAAP, the financial condition of Performance Guarantor and its consolidated Subsidiaries
as of the dates indicated and the results of their operations for the periods indicated, subject to normal year-end audit adjustments
and the absence of footnotes and (ii) to the extent required to be filed with the SEC, management’s discussion and analysis
of the important operational and financial developments during such fiscal quarter.


 


(v)            Annual
Financial Statements of Performance Guarantor. As soon as available and in any event no later than the date on which such financial
statements are required to be filed with the SEC (after giving effect to any permitted extensions) (or,
if such financial statements are not required to be filed with the SEC, on or before the date that is 105 days after the close of each
of Performance Guarantor’s fiscal years, the consolidated balance sheet of Performance Guarantor and its consolidated Subsidiaries
(including the Borrower, the Servicer and each Originator) as at the end of such fiscal year and the related consolidated statements of
earnings and cash flows for such fiscal year setting forth comparative figures for the preceding fiscal year, all reported on by independent
certified public accountants of recognized national standing (without a “going concern” or like qualification or exception)
to the effect that such consolidated financial statements present fairly in all material respects, in accordance with GAAP, the financial
condition of Performance Guarantor and its consolidated Subsidiaries as of the dates indicated and the results of their operations for
the periods indicated.


 


(vi)            Other
Reports and Filings. Promptly (but in any event within ten days) after the filing or delivery thereof, copies of all financial information,
proxy materials and reports, if any, which Performance Guarantor or any of its consolidated Subsidiaries shall publicly file with the
SEC or deliver to holders (or any trustee, agent or other representative therefor) of any of its material Debt pursuant to the terms of
the documentation governing the same.


 


Notwithstanding anything herein
to the contrary, any financial information, proxy statements or other material required to be delivered pursuant to this paragraph (c) shall
be deemed to have been furnished to each of the Administrative Agent and each Lender on the date that such report, proxy statement or
other material is posted on the SEC’s website at www.sec.gov.


 


(d)            Notices.
The Borrower (or the Servicer on its behalf) will notify the Administrative Agent and each Lender in writing of any of the following events
promptly upon (but in no event later than three (3) Business Days after) a Financial Officer or other officer learning of the occurrence
thereof, with such notice describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:


 


(i)            Notice
of Events of Default or Unmatured Events of Default. A statement of a Financial Officer of the Borrower setting forth details of any
Event of Default or Unmatured Event of Default that has occurred and is continuing and the action which the Borrower proposes to take
with respect thereto.


 






    82


     


    

 


(ii)            Litigation.
The institution of any litigation, arbitration proceeding or governmental proceeding on the Servicer, the Parent, Performance Guarantor
or any Originator, which could reasonably be expected to have a Material Adverse Effect, or the institution of any litigation, arbitration
proceeding or governmental proceeding on the Borrower.


 


(iii)            Adverse
Claim. (A) Any Person shall obtain an Adverse Claim upon the Collateral or any portion thereof, (B) any Person other
than the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection
Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from
a Person other than the Servicer or the Administrative Agent.


 


(iv)            Name
Changes. At least thirty (30) days before any change in any Originator’s or the Borrower’s name, jurisdiction of organization
or any other change requiring the amendment of UCC financing statements filed against the Borrower or any Originator.


 


(v)            Change
in Accountants or Accounting Policy. Any change in (i) the external accountants of the Borrower, the Servicer, any Originator,
Performance Guarantor or the Parent, (ii) any accounting policy of the Borrower or (iii) any material accounting policy of any
Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood
that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such
purpose).


 


(vi)            Termination
Event. The occurrence of a Purchase and Sale Termination Event under the Purchase and Sale Agreement.


 


(vii)            Material
Adverse Change. Promptly after the occurrence thereof, notice of any Borrower Material Adverse Effect or Material Adverse Effect.


 


(e)            Conduct
of Business. The Borrower will carry on and conduct its business in substantially the same manner and in substantially the same fields
of enterprise as it is presently conducted and will do all things necessary to remain duly organized, validly existing and in good standing
as a domestic organization in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction
in which its business is conducted.


 


(f)            Compliance
with Laws. The Borrower will comply with all Applicable Laws to which it may be subject if the failure to comply could reasonably
be expected to have a Borrower Material Adverse Effect.


 






    83


     


    

 


(g)            Furnishing
of Information and Inspection of Receivables. The Borrower will furnish or cause to be furnished to the Administrative Agent, the
LC Bank and each Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative
Agent, the LC Bank or any Lender may reasonably request. The Borrower will, at the Borrower’s expense, during regular business hours
with prior written notice (i) permit the Administrative Agent, the LC Bank and each Lender or their respective agents or representatives
to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral,
(B) visit the offices and properties of the Borrower for the purpose of examining such books and records and (C) discuss matters
relating to the Pool Receivables, the other Collateral or the Borrower’s performance hereunder or under the other Transaction Documents
to which it is a party with any of the officers, directors, employees or independent public accountants of the Borrower having knowledge
of such matters and (ii) without limiting the provisions of clause (i) above, during regular business hours, at the Borrower’s
expense, upon prior written notice from the Administrative Agent, permit certified public accountants or other auditors acceptable to
the Administrative Agent to conduct a review of its books and records with respect to such Pool Receivables and other Collateral; provided,
that the Borrower shall be required to reimburse the Administrative Agent for only one (1) combined review of the Servicer, the Borrower
and the Originators pursuant to Section 8.02(e) and the Borrower pursuant to clause (ii) above in any twelve-month
period, unless an Event of Default has occurred and is continuing.


 


(h)            Payments
on Receivables, Collection Accounts. The Borrower (or the Servicer on its behalf) will, and will cause each Originator to, at all
times, instruct all Obligors to deliver payments on the Pool Receivables to a Collection Account or a Lock-Box. The Borrower (or the Servicer
on its behalf) will, and will cause each Originator to, at all times, maintain such books and records necessary to identify Collections
received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators.
If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold
such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such
funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be
remitted to a Collection Account within one (1) Business Day after becoming aware of such receipt and (y) no more than 2.0%
of such payments received shall be remitted to a Collection Account within five (5) Business Days after becoming aware of such receipt.
The Borrower shall use commercially reasonable efforts to ensure that no funds other than Collections on Pool Receivables and other Collateral
are deposited into any Collection Account. If such funds are nevertheless deposited into any Collection Account, the Borrower (or the
Servicer on its behalf) will within two (2) Business Days identify and transfer such funds to the appropriate Person entitled to
such funds. The Borrower will not, and will not permit the Servicer, any Originator or any other Person to commingle Collections or other
funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds. The Borrower shall only
add a Collection Account (or a related Lock-Box) or a Collection Account Bank to those listed on Schedule II to this Agreement,
if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an Account Control Agreement
(or an amendment thereto) from the applicable Collection Account Bank. The Borrower shall only terminate a Collection Account Bank or
close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.


 






    84


     


    



 


(i)            Sales,
Liens, etc. Except as otherwise provided herein, the Borrower will not sell, assign (by operation of law or otherwise) or otherwise
dispose of, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing statement)
or with respect to, any Pool Receivable or other Collateral, or assign any right to receive income in respect thereof.


 


(j)            Extension
or Amendment of Pool Receivables. Except as otherwise permitted in Section 9.02, the Borrower will not, and will
not permit the Servicer to, alter the delinquency status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable
in any material respect, or amend, modify or waive, in any material respect, any term or condition of any related Contract. The Borrower
shall at its expense, timely and fully perform and comply in all material respects with all provisions, covenants and other promises required
to be observed by it under the Contracts related to the collectability of the Pool Receivables, and timely and fully comply with the Credit
and Collection Policy with regard to each Pool Receivable and the related Contract.


 


(k)           Change
in Credit and Collection Policy. The Borrower will not make any material change in the Credit and Collection Policy that would be
reasonably expected to either (x) have a material adverse effect on the collectability of the Pool Receivables or (y) have
a Borrower Material Adverse Effect or a Material Adverse Effect, in each case, without the prior written consent of the Administrative
Agent and the Majority Lenders. Promptly following any material change in the Credit and Collection Policy, the Borrower will deliver
a copy of the updated Credit and Collection Policy to the Administrative Agent and each Lender.


 


(l)            Fundamental
Changes. The Borrower shall not, without the prior written consent of the Administrative Agent and the Majority Lenders, permit itself
to merge or consolidate with or into, or convey, transfer, lease or otherwise 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, any Person. The Borrower shall provide
the Administrative Agent with at least 30 days’ prior written notice before making any change in the Borrower’s name or location
or making any other change in the Borrower’s identity or corporate structure that could impair or otherwise render any UCC financing
statement filed in connection with this Agreement or any other Transaction Document “seriously misleading” as such term (or
similar term) is used in the applicable UCC; each notice to the Administrative Agent and the Lenders pursuant to this sentence shall set
forth the applicable change and the proposed effective date thereof.


 


(m)            Books
and Records. The Borrower shall maintain and implement (it being understood and agreed that the Servicer may maintain and implement
on the Borrower’s behalf) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables
and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (it being understood and agreed
that the Servicer may keep and maintain on the Borrower’s behalf) all documents, books, records, computer tapes and disks and other
information reasonably necessary or advisable for the collection of all Pool Receivables (including records adequate to permit the daily
identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).


 


(n)            Identifying
of Records. The Borrower shall: identify (it being understood and agreed that the Servicer may identify on the Borrower’s behalf)
its master data processing records relating to Pool Receivables and related Contracts with a legend that indicates that the Pool Receivables
have been pledged in accordance with this Agreement.


 






    85


     


    

  


(o)           Change
in Payment Instructions to Obligors. The Borrower shall not (and shall not instruct or encourage the Servicer or any Sub-Servicer
to) add, replace or terminate any Collection Account (or any related Lock-Box) or make any change in its (or their) instructions to the
Obligors regarding payments to be made to the Collection Accounts (or any related Lock-Box), other than any instruction to remit payments
to a different Collection Account (or any related Lock-Box), unless the Administrative Agent shall have received (i) prior written
notice of such addition, termination or change and (ii) a signed and acknowledged Account Control Agreement (or amendment thereto)
with respect to such new Collection Accounts (or any related Lock-Box), in each case (x) in form and substance reasonably satisfactory
to the Administrative Agent and (y) in accordance with the terms hereof and, if applicable, such Account Control Agreement.


 


(p)           Security
Interest, Etc. The Borrower shall (and shall cause the Servicer to), at its expense, take all action necessary to establish and maintain
a valid and enforceable first priority perfected security interest in the Receivables and that portion of the Collateral in which an
ownership or security interest may be created under the UCC and perfected by the filing of a financing statement under the UCC, in each
case free and clear of any Adverse Claim, in favor of the Administrative Agent (on behalf of the Secured Parties), including taking such
action to perfect, protect or more fully evidence the security interest of the Administrative Agent (on behalf of the Secured Parties)
as the Administrative Agent or any Secured Party may reasonably request. In order to evidence the security interests of the Administrative
Agent under this Agreement, the Borrower shall, from time to time take such action, or execute (if necessary) and deliver such instruments
as may be necessary (including, without limitation, such actions as are reasonably requested by the Administrative Agent) to maintain
and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables and that portion of
the Related Security and Collections in which a security interest may be perfected by the filing of a financing statement under the UCC.
The Borrower shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent
for the Administrative Agent’s authorization and approval, all financing statements, amendments, continuations or initial financing
statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s
security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Borrower
to file such financing statements under the UCC without the signature of the Borrower, any Originator or the Administrative Agent where
allowed by Applicable Law. Notwithstanding anything else in the Transaction Documents to the contrary, the Borrower shall not have any
authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or
excludes collateral of any such financing statements filed in connection with the Transaction Documents, without the prior written consent
of the Administrative Agent.


 


(q)            Certain
Agreements. Without the prior written consent of the Administrative Agent and the Majority Lenders, the Borrower will not amend, modify,
waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Borrower’s organizational documents
which requires the consent of the “Independent Director” (as such term is used in the Borrower’s Certificate of Formation
and Limited Liability Company Agreement).


 






    86


     


    

 


(r)            Restricted
Payments. (i) Except pursuant to clause (ii) below, the Borrower will not: (A) purchase or redeem any of its
membership interests, (B) declare or pay any dividend or set aside any funds for any such purpose, (C) prepay, purchase or redeem
any Debt (other than any Loans pursuant to this Agreement), (D) lend or advance any funds or (E) repay any loans or advances
to, for or from any of its Affiliates (the amounts described in clauses (A) through (E) being referred to as “Restricted
Payments”).


 


(ii)            Subject
to the limitations set forth in clause (iii) below, the Borrower may make Restricted Payments so long as such Restricted Payments
are made only in one or more of the following ways: (A) the Borrower may make cash payments (including prepayments) on the Subordinated
Notes in accordance with their respective terms (it being understood that the foregoing shall not restrict any adjustment to the balance
of any Subordinated Note pursuant to Sections 3.2, 3.3 or 3.4 of the Purchase and Sale Agreement as a result of the issuance or expiration
of any Letter of Credit) and (B) the Borrower may declare and pay dividends if, both immediately before and immediately after giving
effect thereto, the Borrower’s Net Worth is not less than the Required Capital Amount.


 


(iii)            The
Borrower may make Restricted Payments only out of the funds, if any, it receives pursuant to Sections 4.01 of this Agreement; provided
that the Borrower shall not pay, make or declare any Restricted Payment (including any dividend) if, after giving effect thereto, any
Event of Default or Unmatured Event of Default shall have occurred and be continuing.


 


(s)            Other
Business. The Borrower will not: (i) engage in any business other than the transactions contemplated by the Transaction Documents,
(ii) create, incur or permit to exist any Debt of any kind (or cause or permit to be issued for its account any letters of credit
(excluding, for the avoidance of doubt, Letters of Credit issued hereunder))
or bankers’ acceptances other than pursuant to this Agreement or the Subordinated Notes or (iii) form any Subsidiary or make
any investments in any other Person.


 


(t)            Use
of Collections Available to the Borrower. The Borrower shall apply the Collections available to the Borrower to make payments in the
following order of priority: (i) the payment of its obligations under this Agreement and each of the other Transaction Documents
(other than the Subordinated Notes), (ii) the payment of accrued and unpaid interest on the Subordinated Notes and (iii) other
legal and valid purposes.


 


(u)           Further
Assurances; Change in Name or Jurisdiction of Origination, etc.(i) The Borrower hereby authorizes and hereby agrees from
time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all
further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or
more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative
Agent (on behalf of the Secured Parties) to exercise and enforce the Secured Parties’ rights and remedies under this Agreement
and the other Transaction Document. Without limiting the foregoing, the Borrower hereby authorizes, and will, upon the request of the
Administrative Agent, at the Borrower’s own expense, execute (if necessary) and file such financing statements or continuation
statements, or amendments thereto, and such other instruments and documents, that may be necessary, or that the Administrative Agent
may reasonably request, to perfect, protect or evidence any of the foregoing.


 






    87


     


    

 


(ii)            The
Borrower authorizes the Administrative Agent to file financing statements, continuation statements and amendments thereto and assignments
thereof, relating to the Receivables, the Related Security, the related Contracts, Collections with respect thereto and the other Collateral
without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement
where permitted by law.


 


(iii)            The
Borrower shall at all times be organized under the laws of the State of Delaware and shall not take any action to change its jurisdiction
of organization.


 


(iv)            The
Borrower will not change its name, location, identity or corporate structure unless (x) the Borrower, at its own expense, shall have
taken all action necessary or appropriate to perfect or maintain the perfection of the security interest under this Agreement (including,
without limitation, the filing of all financing statements and the taking of such other action as the Administrative Agent may request
in connection with such change or relocation) and (y) if requested by the Administrative Agent, the Borrower shall cause to be delivered
to the Administrative Agent, an opinion, in form and substance satisfactory to the Administrative Agent as to such UCC perfection and
priority matters as the Administrative Agent may request at such time.


 


(v) Anti-Money
Laundering/International Trade Law Compliance.The Borrower will not become a Sanctioned Person. No Covered Entity, either in its own right
or knowingly through any third party, will use the proceeds of any Credit Extension for the purpose of funding any operations in, financing
any investments or activities in, or, making any payments to, a Sanctioned Country or Sanctioned Person, to the extent that the activity
would violate any Anti-Terrorism Law. The funds used to repay each Credit Extension will not be derived from any unlawful activity. The
Borrower shall comply with all Anti-Terrorism Laws. The Borrower shall promptly notify the Administrative Agent and each Lender in writing
upon the occurrence of a Reportable Compliance Event. The Borrower has not used and will not use the proceeds of any Credit Extension
for the purpose of funding any operations in, financing any investments or activities in or making any payments to, a Sanctioned Person
or a Sanctioned Country.


 


(v)            Sanctions
and other Anti-Terrorism Laws; Anti-Corruption Laws. The Borrower covenants and agrees that:


 


(i)            it
shall as soon as reasonably practicable notify any Credit Party in writing upon learning of the occurrence of a Reportable Compliance
Event;


 


(ii)            if,
at any time, any Collateral becomes Embargoed Property, then, in addition to all other rights and remedies available to any Credit Party,
upon reasonable request by any Credit Party, the Borrower shall provide substitute Collateral acceptable to the Administrative Agent that
is not Embargoed Property;


 


(iii)           it
shall, and shall require each other Covered Entity to, conduct its business in material compliance with all Anti-Corruption Laws and
maintain or remain subject to policies and procedures reasonably designed to ensure compliance with such Anti-Corruption Laws;


 






    88


     


    

  


(iv)          it
and its Subsidiaries will not: (A) to it and its Subsidiaries’ knowledge, become a Sanctioned Person or knowingly allow any
employees, officers, directors, consultants, brokers, or agents, acting on its behalf in connection with this Agreement to become a Sanctioned
Person; (B) directly, or knowingly indirectly through a third party, engage in any transactions or other dealings with or for the
benefit of any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Credit Extensions for the purpose
of violating sanctions against a Sanctioned Jurisdiction, anti-money laundering rules and regulations, or any transactions or other
dealings that otherwise are prohibited by any Anti-Terrorism Laws, to the extent such activities would be prohibited by applicable Anti-Terrorism
Laws; (C) pay or repay any Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; or (D) cause
any Credit Party to violate any Anti-Terrorism Law; and


 


(v)            it
will not, and will not permit any its Subsidiaries to, directly or knowingly indirectly, use the Credit Extensions or any proceeds thereof
for any purpose which would breach applicable Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.


 


(w)          Borrower’s
Net Worth. The Borrower shall not permit the Borrower’s Net Worth to be less than the Required Capital Amount.


 


(x)           Taxes.
The Borrower will (i) timely file all tax returns (federal, state and local) required to be filed by it and (ii) pay, or cause
to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges
being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP,
except in each case to the extent that the failure to file or pay could not reasonably be expected to have a Borrower Material Adverse
Effect.


 


(y)            Borrower’s
Tax Status. The Borrower will remain a wholly-owned subsidiary of a United States person (within the meaning of Section 7701(a)(30)
of the Code). No action will be taken that would cause the Borrower to (i) be treated other than as a “disregarded entity”
within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax purposes or (ii) become an association
taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.


 


(z)            Liquidity
Coverage Ratio. The Borrower shall not issue any LCR Security.


 


(aa)         Minimum
Funding Threshold. The Aggregate Capital plus the Adjusted LC Participation Amount shall exceed the Minimum Funding Threshold.


 


(bb)         Federal
Assignment of Claims Act, Etc. If requested by the Administrative Agent at any time following the occurrence of an Event of Default,
the Borrower shall prepare and make any filings under the Federal Assignment of Claims Act (or any other similar Applicable Law, including
any state or municipal law or regulation) with respect to Receivables from Obligors that are Governmental Authorities, that are necessary
or desirable in order for the Administrative Agent to enforce such Receivable against the Obligor thereof.


 






    89


     


    

 


(cc)     Beneficial
Ownership Regulation.  Promptly following any change that would result in a change to the status as an excluded “Legal
Entity Customer” under (and as defined in) the Beneficial Ownership Regulation, the Borrower shall execute and deliver to the Administrative
Agent a Certification of Beneficial Owner(s) complying with the Beneficial Ownership Regulation, in form and substance reasonably
acceptable to the Administrative Agent.


 


SECTION 8.02.
Covenants of the Servicer Covenants
of the Servicer. At all times from the Closing Date until the Final Payout Date:


 


(a)            Financial
Reporting. The Servicer will maintain a system of accounting established and administered in accordance with GAAP, and the Servicer
shall furnish to the Administrative Agent, the LC Bank and each Lender:


 


(i)            Compliance
Certificates.(a) A compliance certificate promptly upon completion of the annual report of the Performance Guarantor and in no
event later than 90 days after the close of the Performance Guarantor’s fiscal year (or, if later, in the manner and period set
forth in Section 8.01(c)(v)), in form and substance substantially similar to Exhibit G signed by a Financial Officer
of the Servicer stating that no Event of Default or Unmatured Event of Default has occurred and is continuing, or if any Event of Default
or Unmatured Event of Default has occurred and is continuing, stating the nature and status thereof and (b) within 45 days after
the close of each fiscal quarter of the Servicer (or, if later, in the manner set forth in Section 8.01(c)(iv)), a compliance
certificate in form and substance substantially similar to Exhibit G signed by a Financial Officer of the Servicer stating
that no Event of Default or Unmatured Event of Default has occurred and is continuing, or if any Event of Default or Unmatured Event of
Default has occurred and is continuing, stating the nature and status thereof.


 


(ii)            Monthly
Reports and Interim Reports. As soon as available and in any event (a) not later than two (2) Business Days prior to each
Settlement Date, a Monthly Report as of the most recently completed Fiscal Month and (b) not later than two (2) Business Days
following the Servicer’s receipt of a request thereof, an Interim Report with respect to the Pool Receivables with data as of the
close of business on the applicable date specified by the Administrative Agent (which date in any event shall not be later than the immediately
preceding Business Day).


 


(iii)          Other
Information. Such other information (including non-financial information) relating to the Borrower, the Servicer, the Originators
and the Collateral as the Administrative Agent or any Lender may from time to time reasonably request.


 






    90


     


    

 


(b)            Notices.
The Servicer will notify the Administrative Agent and each Lender in writing of any of the following events promptly upon (but in no event
later than three (3) Business Days after) a Financial Officer or other officer learning of the occurrence thereof, with such notice
describing the same, and if applicable, the steps being taken by the Person(s) affected with respect thereto:


 


(i)            Notice
of Events of Default or Unmatured Events of Default. A statement of a Financial Officer of the Servicer setting forth details of any
Event of Default or Unmatured Event of Default that has occurred and is continuing and the action which the Servicer proposes to take
with respect thereto.


 


(ii)            Litigation.
The institution of any litigation, arbitration proceeding or governmental proceeding which could reasonably be expected to be determined
adversely and, if so determined, could reasonably be expected to have a Material Adverse Effect.


 


(iii)          Adverse
Claim. (A) Any Person shall obtain an Adverse Claim upon the Collateral or any portion thereof, (B) any Person other
than the Borrower, the Servicer or the Administrative Agent shall obtain any rights or direct any action with respect to any Collection
Account (or related Lock-Box) or (C) any Obligor shall receive any change in payment instructions with respect to Pool Receivable(s) from
a Person other than the Servicer or the Administrative Agent.


 


(iv)          Name
Changes. At least thirty (30) days before any change in the Borrower’s name or any other change requiring the amendment of UCC
financing statements filed against the Borrower, a notice setting forth such changes and the effective date thereof.


 


(v)            Change
in Accountants or Accounting Policy. Any change in (i) the external accountants of the Borrower, the Servicer, any Originator,
Performance Guarantor or the Parent, (ii) any accounting policy of the Borrower or (iii) any material accounting policy of any
Originator that is relevant to the transactions contemplated by this Agreement or any other Transaction Document (it being understood
that any change to the manner in which any Originator accounts for the Pool Receivables shall be deemed “material” for such
purpose).


 


(vi)          Termination
Event. The occurrence of a Purchase and Sale Termination Event.


 


(vii)         Material
Adverse Change. Promptly after the occurrence thereof, notice of any Borrower Material Adverse Effect or Material Adverse Effect.


 


(c)            Conduct
of Business. The Servicer will carry on and conduct its business in substantially the same manner and in substantially the same fields,
or fields complimentary or ancillary thereto, of enterprise as it is presently conducted, and will do all things necessary to remain duly
organized, validly existing and in good standing as a domestic limited liability company in its jurisdiction of organization and maintain
all requisite authority to conduct its business in each jurisdiction in which its business is conducted if the failure to have such authority
could reasonably be expected to have a Material Adverse Effect.


 


(d)            Compliance
with Laws. The Servicer will comply with all Applicable Laws to which it may be subject if the failure to comply could reasonably
be expected to have a Material Adverse Effect.


 






    91


     


    

 


(e)            Furnishing
of Information and Inspection of Receivables. The Servicer will furnish or cause to be furnished to the Administrative Agent, the
LC Bank and each Lender from time to time such information with respect to the Pool Receivables and the other Collateral as the Administrative
Agent, the LC Bank or any Lender may reasonably request. The Servicer will, at the Servicer’s expense, during regular business hours
with prior written notice, (i) permit the Administrative Agent, the LC Bank and each Lender or their respective agents or representatives
to (A) examine and make copies of and abstracts from all books and records relating to the Pool Receivables or other Collateral,
(B) visit the offices and properties of the Servicer for the purpose of examining such books and records and (C) discuss matters
relating to the Pool Receivables, the other Collateral or the Servicer’s performance hereunder or under the other Transaction Documents
to which it is a party with any of the officers, directors, employees or independent public accountants of the Servicer (provided that
representatives of the Servicer are present during such discussions) having knowledge of such matters and (ii) without limiting the
provisions of clause (i) above, during regular business hours, at the Servicer’s expense, upon prior written notice
from the Administrative Agent, permit certified public accountants or other auditors acceptable to the Administrative Agent to conduct
a review of its books and records with respect to the Pool Receivables and other Collateral; provided, that the Servicer shall
be required to reimburse the Administrative Agent for only one (1) combined review of the Borrower pursuant to Section 8.01(g) and
the Servicer, the Borrower and the Originators pursuant to clause (ii) above in any twelve-month period unless an Event of
Default has occurred and is continuing.


  


(f)            Payments
on Receivables, Collection Accounts. The Servicer will at all times, instruct all Obligors to deliver payments on the Pool Receivables
to a Collection Account or a Lock-Box. The Servicer will, at all times, maintain such books and records necessary to identify Collections
received from time to time on Pool Receivables and to segregate such Collections from other property of the Servicer and the Originators.
If any payments on the Pool Receivables or other Collections are received by the Borrower, the Servicer or an Originator, it shall hold
such payments in trust for the benefit of the Administrative Agent, the Lenders and the other Secured Parties and promptly remit such
funds into a Collection Account; provided, however, that (x) no less than 98.0% of such payments received shall be
remitted to a Collection Account within one (1) Business Day after receipt and (y) no more than 2.0% of such payments received
shall be remitted to a Collection Account within five (5) Business Days after receipt. The Servicer shall not permit funds other
than Collections on Pool Receivables and other Collateral to be deposited into any Collection Account. If such funds are nevertheless
deposited into any Collection Account, the Servicer will within two (2) Business Days identify and transfer such funds to the appropriate
Person entitled to such funds. The Servicer will not, and will not permit the Borrower, any Originator or any other Person to commingle
Collections or other funds to which the Administrative Agent, any Lender or any other Secured Party is entitled, with any other funds.
The Servicer shall only add a Collection Account (or a related Lock-Box), or a Collection Account Bank to those listed on Schedule
II to this Agreement, if the Administrative Agent has received notice of such addition and an executed and acknowledged copy of an
Account Control Agreement (or an amendment thereto) from the applicable Collection Account Bank. The Servicer shall only terminate a Collection
Account Bank or close a Collection Account (or a related Lock-Box) with the prior written consent of the Administrative Agent.


 






    92


     


    

 


(g)            Extension
or Amendment of Pool Receivables. Except as otherwise permitted in Section 9.02, the Servicer will not alter the delinquency
status or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable in any material respect, or amend, modify
or waive, in any material respect, any term or condition of any related Contract. The Servicer shall at its expense, timely and fully
perform and comply in all material respects with all provisions, covenants and other promises required to be observed by it under the
Contracts related to the Pool Receivables (if any), and timely and fully comply with the Credit and Collection Policy with regard to each
Pool Receivable and the related Contract.


  


(h)            Change
in Credit and Collection Policy. The Servicer will not make any material change in the Credit and Collection Policy that would be
reasonably expected to either (x) have a material adverse effect on the collectability of the Pool Receivables or (y) have a
Borrower Material Adverse Effect or a Material Adverse Effect, in each case, without the prior written consent of the Administrative Agent
and the Majority Lenders. Promptly following any material change in the Credit and Collection Policy, the Servicer will deliver a copy
of the updated Credit and Collection Policy to the Administrative Agent and each Lender.


 


(i)            Records.
The Servicer will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing
Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents,
books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Pool Receivables
(including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each
existing Pool Receivable).


 


(j)            Identifying
of Records. The Servicer shall identify its master data processing records relating to Pool Receivables and related Contracts with
a legend that indicates that the Pool Receivables have been pledged in accordance with this Agreement.


 


(k)            Change
in Payment Instructions to Obligors. The Servicer shall not (and shall not permit any Sub-Servicer to) add, replace or terminate any
Collection Account (or any related Lock-Box) or make any change in its instructions to the Obligors regarding payments to be made to the
Collection Accounts (or any related Lock-Box), other than any instruction to remit payments to a different Collection Account (or any
related Lock-Box), unless the Administrative Agent shall have received (i) prior written notice of such addition, termination or
change and (ii) a signed and acknowledged Account Control Agreement (or an amendment thereto) with respect to such new Collection
Accounts (or any related Lock-Box) in each case (x) in form and substance reasonably satisfactory to the Administrative Agent and
(y) in accordance with the terms hereof and, if applicable, such Account Control Agreement.


 






    93


     


    

 


(l)            Security
Interest, Etc. The Servicer shall, at its expense, take all action necessary to establish and maintain a valid and enforceable first
priority perfected security interest in the Receivables and that portion of the Collateral in which a security interest may be created
under the UCC and perfected by the filing of a financing statement under the UCC, in each case free and clear of any Adverse Claim in
favor of the Administrative Agent (on behalf of the Secured Parties), including taking such action to perfect, protect or more fully evidence
the security interest of the Administrative Agent (on behalf of the Secured Parties) as the Administrative Agent or any Secured Party
may reasonably request. In order to evidence the security interests of the Administrative Agent under this Agreement, the Servicer shall,
from time to time take such action, or execute (if necessary) and deliver such instruments as may be necessary (including, without limitation,
such actions as are reasonably requested by the Administrative Agent) to maintain and perfect, as a first-priority interest, the Administrative
Agent’s security interest in the Receivables and that portion of the Related Security and Collections in which a security interest
may be perfected by the filing of a financing statement under the UCC. The Servicer shall, from time to time and within the time limits
established by law, prepare and present to the Administrative Agent for the Administrative Agent’s authorization and approval, all
financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings
necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative
Agent’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature
of the Borrower, any Originator or the Administrative Agent where allowed by Applicable Law. Notwithstanding anything else in the Transaction
Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release,
or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements filed in connection with the
Transaction Documents, without the prior written consent of the Administrative Agent.


 


 


(m)          Further
Assurances; Change in Name or Jurisdiction of Origination, etc. The Servicer hereby authorizes and hereby agrees from time to
time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further
actions, that may be necessary, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the
security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf
of the Secured Parties) to exercise and enforce their respective rights and remedies under this Agreement or any other Transaction Document.
Without limiting the foregoing, the Servicer hereby authorizes, and will, upon the request of the Administrative Agent (with such request
being hereby deemed to be an authorization as to such filing by the Administrative Agent), at the Servicer’s own expense, execute
(if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents,
that may be necessary or desirable, or that the Administrative Agent may reasonably request (with such request being hereby deemed to
be an authorization as to such filing by the Administrative Agent), to perfect, protect or evidence any of the foregoing.


 


(n) Anti-Money
Laundering/International Trade Law Compliance. The Servicer will not become a Sanctioned Person. No Covered Entity, either in its own
right or knowingly through any third party, will use the proceeds of any Credit Extension for the purpose of funding any operations in,
financing any investments or activities in, or, making any payments to, a Sanctioned Country or Sanctioned Person, to the extent that
the activity would violate any Anti-Terrorism Law. The funds used to repay each Credit Extension will not be derived from any unlawful
activity. The Servicer shall comply with all Anti-Terrorism Laws. The Servicer shall promptly notify the Administrative Agent and each
Lender in writing upon the occurrence of a Reportable Compliance Event.


 






    94


     


    

 


(n)            Sanctions
and other Anti-Terrorism Laws; Anti-Corruption Laws. The Servicer covenants and agrees that:


 


(a)            it
shall as soon as reasonably practicable notify any Credit Party in writing upon learning of the occurrence of a Reportable Compliance
Event;


 


(b)            if,
at any time, any Collateral becomes Embargoed Property, then, in addition to all other rights and remedies available to any Credit Party,
upon request by any Credit Party, it shall cause the Borrower to provide substitute Collateral acceptable to the Administrative Agent
that is not Embargoed Property;


 


(c)            it
shall, and shall require each other Covered Entity to, conduct its business in compliance with all applicable Anti-Corruption Laws and
maintain or remain subject to policies and procedures reasonably designed to ensure compliance with such Anti-Corruption Laws;


 


(d)            it
and its Subsidiaries will not: (A) to it and its Subsidiaries’ knowledge, become a Sanctioned Person or knowingly allow any
employees, officers, directors, consultants, brokers, or agents, acting on its behalf in connection with this Agreement to become a Sanctioned
Person; (B) directly, or knowingly indirectly through a third party, engage in any transactions or other dealings with or for the
benefit of any Sanctioned Person or Sanctioned Jurisdiction, including any use of the proceeds of the Credit Extensions for the purpose
of violating sanctions against a Sanctioned Jurisdiction, anti-money laundering rules and regulations, or any transactions or other
dealings that otherwise are prohibited by any Anti-Terrorism Laws, to the extent such activities would be prohibited by applicable Anti-Terrorism
Laws; (C) pay or repay any Borrower Obligations with Embargoed Property or funds derived from any unlawful activity; or (D) cause
any Credit Party to violate any Anti-Terrorism Law; and


 


(e)            it
will not, and will not permit any its Subsidiaries to, directly or knowingly indirectly, use the Credit Extensions or any proceeds thereof
for any purpose which would breach applicable Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.


 


(o)            Taxes.
The Servicer will (i) timely file all tax returns (federal, state and local) required to be filed by it and (ii) pay, or cause
to be paid, all taxes, assessments and other governmental charges, if any, other than taxes, assessments and other governmental charges
being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP,
except in each case to the extent that such failure to file or pay could not reasonably be expected to have a Material Adverse Effect.


 


(p)            Borrower’s
Tax Status. The Servicer shall not take or cause any action to be taken that could result in the Borrower (i) being treated other
than as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 for U.S. federal income tax
purposes or (ii) becoming an association taxable as a corporation or a publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes.


 


(q)            Federal
Assignment of Claims Act, Etc. If requested by the Administrative Agent at any time following the occurrence of an Event of Default,
the Servicer shall prepare and make any filings under the Federal Assignment of Claims Act (or any other similar Applicable Law, including
any state or municipal law or regulation) with respect to Receivables from Obligors that are Governmental Authorities, that are necessary
or desirable in order for the Administrative Agent to enforce such Receivable against the Obligor thereof.


 






    95


     


    

  


SECTION 8.03. Separate
Existence of the Borrower . Each of the Borrower and the Servicer hereby acknowledges that the Credit Parties are entering into
the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon the Borrower’s identity
as a legal entity separate from any Originator, the Servicer, the Performance Guarantor and their Affiliates. Therefore, each of the
Borrower and Servicer shall take all steps specifically required by this Agreement to continue the Borrower’s identity as a
separate legal entity and to make it apparent to third Persons that the Borrower is an entity with assets and liabilities distinct
from those of the Performance Guarantor, the Originators, the Servicer and any other Person, and is not a division of the
Performance Guarantor, the Originators, the Servicer, its Affiliates or any other Person. Without limiting the generality of the
foregoing and in addition to and consistent with the other covenants set forth herein, each of the Borrower and the Servicer shall
take such actions as shall be required in order that:


 


(a)            Special
Purpose Entity. The Borrower will be a special purpose company whose primary activities are restricted in its Limited Liability Company
Agreement to: (i) purchasing or otherwise acquiring from the Originators, owning, holding, collecting, granting security interests
or selling interests in, the Collateral, (ii) entering into agreements for the selling, servicing and financing of the Receivables
Pool (including the Transaction Documents) and (iii) conducting such other activities as it deems necessary or appropriate to carry
out its primary activities.


 


(b)            No
Other Business or Debt. The Borrower shall not engage in any business or activity except as set forth in this Agreement nor, incur
any indebtedness or liability other than as expressly permitted by the Transaction Documents.


 


(c)            Independent
Director. Not fewer than one member of the Borrower’s board of directors (the “Independent Director”) shall
be a natural person who (i) has never been, and shall at no time be, an equityholder, director, officer, manager, member, partner,
officer, employee or associate, or any immediate relative of the foregoing, of any member of the Parent Group (as hereinafter defined)
(other than his or her service as an Independent Director or “special member” of the Borrower or an independent director or
 “special member” of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating
the securitization of, financial assets of any member or members of the Parent Group), (ii) is not a material customer or supplier
of any member of the Parent Group (other than his or her service as an Independent Director of the Borrower or an independent director
of any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating the securitization
of, financial assets of any member or members of the Parent Group), (iii) is not a member of the immediate family of any person described
in (ii) above, and (iv) has (x) prior experience as an independent director for a corporation or limited liability
company whose organizational or charter documents required the unanimous consent of all independent directors thereof before such corporation
or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition
seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least three years of employment experience
with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services
to issuers of securitization or structured finance instruments, agreements or securities. For purposes of this clause (c), “Parent
Group” shall mean (i) the Parent, the Servicer, the Performance Guarantor and each Originator, (ii) each person that
directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, five percent (5%) or more
of the Capital Stock in the Parent, (iii) each person that controls, is controlled by or is under common control with the Parent
and (iv) each of such person’s officers, directors, managers, joint venturers and partners; provided that the term Parent
Group shall not include any Person or relationship which exists solely as a result of direct or indirect ownership of, or control by,
one or more common Initial Investors. For the purposes of this definition, “control” of a person means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the
ownership of voting securities, by contract or otherwise. A person shall be deemed to be an “associate” of (A) a corporation
or organization of which such person is an officer, director, partner or manager or is, directly or indirectly, the beneficial owner of
ten percent (10%) or more of any class of equity securities, (B) any trust or other estate in which such person serves as trustee
or in a similar capacity and (C) any relative or spouse of a person described in clause (A) or (B) of this
sentence, or any immediate relative of such spouse.


 






    96


     


    

  


The Borrower shall (A) give
written notice to the Administrative Agent of the election or appointment, or proposed election or appointment, of a new Independent Director
of the Borrower, which notice shall be given not later than ten (10) Business Days prior to the date such appointment or election
would be effective (except when such election or appointment is necessary to fill a vacancy caused by the death, disability, or incapacity
of the existing Independent Director, or the failure of such Independent Director to satisfy the criteria for an Independent Director
set forth in this clause (c), in which case the Borrower shall provide written notice of such election or appointment within one
(1) Business Day) and (B) with any such written notice, certify to the Administrative Agent that the Independent Director satisfies
the criteria for an Independent Director set forth in this clause (c).


 


The Borrower’s Limited
Liability Company Agreement shall provide that: (A) the Borrower’s board of directors shall not approve, or take any other
action to cause the filing of, a voluntary bankruptcy petition with respect to the Borrower unless the Independent Director shall approve
the taking of such action in writing before the taking of such action and (B) such provision and each other provision requiring an
Independent Director cannot be amended without the prior written consent of the Independent Director.


 


The Independent Director shall
not at any time serve as a trustee in bankruptcy for the Borrower, the Parent, the Performance Guarantor, any Originator, the Servicer
or any of their respective Affiliates.


 


(d)            Organizational
Documents. The Borrower shall maintain its organizational documents in conformity with this Agreement, such that it does not amend,
restate, supplement or otherwise modify its ability to comply with the terms and provisions of any of the Transaction Documents, including,
without limitation, Section 8.01(p).


 






    97


     


    

 


(e)            Conduct
of Business. The Borrower shall conduct its affairs strictly in accordance with its organizational documents and observe all necessary,
appropriate and customary company formalities, including, but not limited to, holding all regular and special members’ and board
of directors’ meetings appropriate to authorize all company action, keeping separate and accurate minutes of its meetings, passing
all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records
and accounts, including, but not limited to, payroll and intercompany transaction accounts.


 


(f)            Compensation.
Any employee, consultant or agent of the Borrower will be compensated from the Borrower’s funds for services provided to the Borrower,
and to the extent that Borrower shares the same employees as the Servicer (or any other Affiliate thereof), the salaries and expenses
relating to providing benefits to such employees shall be fairly allocated among such entities, and each such entity shall bear its fair
share of the salary and benefit costs associated with such common employees. The Borrower will not engage any agents other than its attorneys,
auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool,
which servicer will be fully compensated for its services by payment of the Servicing Fee.


 


(g)            Servicing
and Costs. The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service
the Receivables Pool. The Borrower will not incur any indirect or overhead expenses for items shared with the Servicer (or any other Affiliate
thereof) that are not reflected in the Servicing Fee. To the extent, if any, that the Borrower (or any Affiliate thereof) shares items
of expenses not reflected in the Servicing Fee, such as legal, auditing and other professional services, such expenses will be allocated
to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the
actual use or the value of services rendered.


 


(h)            Operating
Expenses. The Borrower’s operating expenses will not be paid by the Servicer, the Parent, the Performance Guarantor, any Originator
or any Affiliate thereof.


 


(i)            Stationery.
The Borrower will have its own separate stationery.


 


(j)            Books
and Records. The Borrower’s books and records will be maintained separately from those of the Servicer, the Parent, the Performance
Guarantor, the Originators and any of their Affiliates and in a manner such that it will not be difficult or costly to segregate, ascertain
or otherwise identify the assets and liabilities of the Borrower.


 


(k)            Disclosure
of Transactions. All financial statements of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate
thereof that are consolidated to include the Borrower will disclose that (i) the Borrower’s sole business consists of the purchase
or acceptance through capital contributions of the Receivables and Related Rights from the Originators and the subsequent retransfer of
or granting of a security interest in such Receivables and Related Rights to the Administrative Agent pursuant to this Agreement, (ii) the
Borrower is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of
the Borrower’s assets prior to any assets or value in the Borrower becoming available to the Borrower’s equity holders and
(iii) the assets of the Borrower are not available to pay creditors of the Servicer, the Parent, the Performance Guarantor, the Originators
or any Affiliate thereof.


 






    98


     


    

  


(l)            Segregation
of Assets. The Borrower’s assets will be maintained in a manner that facilitates their identification and segregation from those
of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof.


 


(m)          Corporate
Formalities. The Borrower will strictly observe limited liability company formalities in its dealings with the Servicer, the Parent,
the Performance Guarantor, the Originators or any Affiliates thereof, and funds or other assets of the Borrower will not be commingled
with those of the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliates thereof except as permitted by this
Agreement in connection with servicing the Pool Receivables. The Borrower shall not maintain joint bank accounts or other depository
accounts to which the Servicer, the Parent, the Performance Guarantor, the Originators or any Affiliate thereof (other than the Servicer
solely in its capacity as such) has independent access. The Borrower is not named, and has not entered into any agreement to be named,
directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating
to the property of the Servicer, the Parent, the Performance Guarantor, the Originators or any Subsidiaries or other Affiliates thereof.
The Borrower will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its
portion of the premium payable with respect to any insurance policy that covers the Borrower and such Affiliate.


 


(n)            Arm’s-Length
Relationships. The Borrower will maintain arm’s-length relationships with the Servicer, the Parent, the Performance Guarantor,
the Originators and any Affiliates thereof. Any Person that renders or otherwise furnishes services to the Borrower will be compensated
by the Borrower at market rates for such services it renders or otherwise furnishes to the Borrower. Neither the Borrower on the one hand,
nor the Servicer, the Parent, the Performance Guarantor, any Originator or any Affiliate thereof, on the other hand, will be or will hold
itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other.
The Borrower, the Servicer, the Parent, the Performance Guarantor, the Originators and their respective Affiliates will immediately correct
any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic
unit with respect to each other or in their dealing with any other entity.


 


(o)            Allocation
of Overhead. To the extent that Borrower, on the one hand, and the Servicer, the Parent, the Performance Guarantor, any Originator
or any Affiliate thereof, on the other hand, have offices in the same location, the Borrower shall pay a fair and appropriate allocation
of overhead costs between it and them, and the Borrower shall bear its fair share of such expenses, which may be paid through the Servicing
Fee or otherwise.


 






    99


     


    

 


ARTICLE IX


 


ADMINISTRATION
AND COLLECTION

OF RECEIVABLES


 


SECTION 9.01.
Appointment of the Servicer.


 


(a)            The
servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the
Servicer in accordance with this Section 9.01. Until the Administrative Agent gives notice to BrightView (in accordance with
this Section 9.01) of the designation of a new Servicer, BrightView is hereby designated as, and hereby agrees to perform
the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of an Event of Default, the Administrative
Agent may (with the consent of the Majority Lenders) and shall (at the direction of the Majority Lenders) designate as Servicer any Person
(including itself) to succeed BrightView or any successor Servicer, on the condition in each case that any such Person so designated shall
agree to perform the duties and obligations of the Servicer pursuant to the terms hereof.


 


(b)            Upon
the designation of a successor Servicer as set forth in clause (a) above, BrightView agrees that it will terminate its activities
as Servicer hereunder in a manner that the Administrative Agent reasonably determines will facilitate the transition of the performance
of such activities to the new Servicer, and BrightView shall cooperate with and assist such new Servicer. Such cooperation shall include
access to and transfer of records (including all Contracts) related to Pool Receivables and use by the new Servicer of all licenses (or
the obtaining of new licenses), hardware or software necessary or reasonably desirable to collect the Pool Receivables and the Related
Security.


 


(c)            BrightView
acknowledges that, in making its decision to execute and deliver this Agreement, the Administrative Agent and each Lender have relied
on BrightView’s agreement to act as Servicer hereunder. Accordingly, BrightView agrees that it will not voluntarily resign as Servicer
without the prior written consent of the Administrative Agent and the Majority Lenders.


 


(d)            The
Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided,
that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the delegated duties and obligations of the
Servicer pursuant to the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and obligations so
delegated, (iii) the Borrower, the Administrative Agent and each Lender shall have the right to look solely to the Servicer for performance,
(iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement upon
the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer
shall provide appropriate notice to each such Sub-Servicer) and (v) if such Sub-Servicer is not an Affiliate of the Parent, the Administrative
Agent and the Majority Lenders shall have consented in writing in advance to such delegation.


 






    100


     


    

 


SECTION 9.02.
Duties of the Servicer.


 


(a)            The
Servicer shall take or cause to be taken all such action as may be necessary to service, administer and collect each Pool Receivable from
time to time, all in accordance with this Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with
the Credit and Collection Policy and consistent with the past practices of the Originators. The Servicer shall set aside, for the accounts
of each Secured Party, the amount of Collections to which each such Secured Party is entitled in accordance with Article IV
hereof. The Servicer may, in accordance with the Credit and Collection Policy and consistent with past practices of the Originators, take
such action, including modifications, waivers or restructurings of Pool Receivables and related Contracts, as the Servicer may reasonably
determine to be appropriate to maximize Collections thereof or reflect adjustments expressly permitted under the Credit and Collection
Policy or as expressly required under Applicable Laws or the applicable Contract; provided, that for purposes of this Agreement:
(i) such action shall not, and shall not be deemed to, change the number of days such Pool Receivable has remained unpaid from the
date of the original due date related to such Pool Receivable, (ii) such action shall not alter the status of such Pool Receivable
as a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Secured Party under this Agreement or any other Transaction
Document and (iii) if an Event of Default has occurred and is continuing, the Servicer may take such action only upon the prior written
consent of the Administrative Agent. The Borrower shall deliver to the Servicer and the Servicer shall hold for the benefit of the Administrative
Agent (individually and for the benefit of each Secured Party), in accordance with their respective interests, all records and documents
(including computer tapes or disks) with respect to each Pool Receivable.


  


(b)            The
Servicer shall, as soon as practicable following actual receipt of collected funds, turn over to the Borrower the collections of any indebtedness
that is not a Pool Receivable, less, if BrightView or an Affiliate thereof is not the Servicer, all reasonable and appropriate out-of-pocket
costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other than BrightView
or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Borrower all records in its possession that evidence
or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness
that is a Pool Receivable.


 


(c)            The
Servicer’s obligations hereunder shall terminate on the Final Payout Date. Promptly following the Final Payout Date, the Servicer
shall deliver to the Borrower all books, records and related materials that the Borrower previously provided to the Servicer, or that
have been obtained by the Servicer, in connection with this Agreement.


 


SECTION 9.03.
Collection Account Arrangements. Prior to the Closing Date, the Borrower shall have entered into Account Control Agreements
with all of the Collection Account Banks and delivered executed counterparts of each to the Administrative Agent. Upon the occurrence
and during the continuance of an Unmatured Event of Default or an Event of Default, the Administrative Agent may (with the consent of
the Majority Lenders) and shall (upon the direction of the Majority Lenders) at any time thereafter give notice to each Collection Account
Bank that the Administrative Agent is exercising its rights under the Account Control Agreements to do any or all of the following: (a) to
have the exclusive dominion and control of the Collection Accounts transferred to the Administrative Agent (for the benefit of the Secured
Parties) and to exercise exclusive dominion and control over the funds deposited therein (for the benefit of the Secured Parties), (b) to
have the proceeds that are sent to the respective Collection Accounts redirected pursuant to the Administrative Agent’s instructions
rather than deposited in the applicable Collection Account and (c) to take any or all other actions permitted under the applicable
Account Control Agreement. The Borrower hereby agrees that if the Administrative Agent at any time takes any action set forth in the
preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including
Collections) of all Pool Receivables and the Borrower hereby further agrees to take any other action that the Administrative Agent may
reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Borrower or the Servicer thereafter shall
be sent immediately to, or as otherwise instructed by, the Administrative Agent.


 






    101


     


    

 


SECTION 9.04.
Enforcement Rights.


 


(a)            At
any time following the occurrence and during the continuation of an Event of Default:


 


(i)            the
Administrative Agent (at the Borrower’s expense) may direct the Obligors that payment of all amounts payable under any Pool Receivable
is to be made directly to the Administrative Agent or its designee;


 


(ii)            the
Administrative Agent may instruct the Borrower or the Servicer to give notice of the Secured Parties’ interest in Pool Receivables
to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of the
Secured Parties), and the Borrower or the Servicer, as the case may be, shall give such notice at the expense of the Borrower or the Servicer,
as the case may be; provided, that if the Borrower or the Servicer, as the case may be, fails to so notify each Obligor within
two (2) Business Days following instruction by the Administrative Agent, the Administrative Agent (at the Borrower’s or the
Servicer’s, as the case may be, expense) may so notify the Obligors;


 


(iii)            the
Administrative Agent may request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary
to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary
to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for
the benefit of the Secured Parties) at a place selected by the Administrative Agent and (B) segregate all cash, checks and other
instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and,
promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the
Administrative Agent or its designee;


 


(iv)            the
Administrative Agent may notify the Collection Account Banks that the Borrower and the Servicer will no longer have any access to the
Collection Accounts;


 


(v)            the
Administrative Agent may (or, at the direction of the Majority Lenders shall) replace the Person then acting as Servicer; and


 


(vi)          the
Administrative Agent may collect any amounts due from an Originator under the Purchase and Sale Agreement or the Performance Guarantor
under the Performance Guaranty.


 






    102


     


    

 


For the avoidance of doubt,
the foregoing rights and remedies of the Administrative Agent upon an Event of Default are in addition to and not exclusive of the rights
and remedies contained herein and under the other Transaction Documents.


  


(b)            The
Borrower hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent
as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Borrower, which appointment
is coupled with an interest, to take any and all steps in the name of the Borrower and on behalf of the Borrower necessary or desirable,
in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default,
to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Borrower on checks
and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this
subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact
to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact
in any manner whatsoever.


 


(c)            The
Servicer hereby authorizes the Administrative Agent (on behalf of the Secured Parties), and irrevocably appoints the Administrative Agent
as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Servicer, which appointment
is coupled with an interest, to take any and all steps in the name of the Servicer and on behalf of the Servicer necessary or desirable,
in the reasonable determination of the Administrative Agent, after the occurrence and during the continuation of an Event of Default,
to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the name of the Servicer on checks
and other instruments representing Collections and enforcing such Collateral. Notwithstanding anything to the contrary contained in this
subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact
to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact
in any manner whatsoever.


 


SECTION 9.05.
Responsibilities of the Borrower.


 


(a)            Anything
herein to the contrary notwithstanding, the Borrower shall: pay when due any taxes, including any sales taxes payable in connection with
the Pool Receivables and their creation and satisfaction. None of the Credit Parties shall have any obligation or liability with respect
to any Collateral, nor shall any of them be obligated to perform any of the obligations of the Borrower, the Servicer or any Originator
thereunder.


 


(b)            BrightView
hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer
so requests) as the data-processing agent of the Servicer and, in such capacity, BrightView shall conduct the data-processing functions
of the administration of the Receivables and the Collections thereon in substantially the same way that BrightView conducted such data-processing
functions while it acted as the Servicer. In connection with any such processing functions, the Borrower shall pay to BrightView its reasonable
out-of-pocket costs and expenses from the Borrower’s own funds (subject to the priority of payments set forth in Section 4.01).


 






    103


     


    

 


SECTION 9.06.
Servicing Fee.


 


(a)            Subject
to clause (b) below, the Borrower shall pay the Servicer a fee (the “Servicing Fee”) equal to 1.00% per
annum (the “Servicing Fee Rate”) of the daily average aggregate Outstanding Balance of the Pool Receivables. Accrued
Servicing Fees shall be payable from Collections to the extent of available funds in accordance with Section 4.01.


 


(b)            If
the Servicer ceases to be BrightView or an Affiliate thereof, the Servicing Fee shall be the greater of: (i) the amount calculated
pursuant to clause (a) above and (ii) an alternative amount specified by the successor Servicer not to exceed 110% of
the aggregate reasonable costs and expenses incurred by such successor Servicer in connection with the performance of its obligations
as Servicer hereunder.


 


ARTICLE X


 


EVENTS
OF DEFAULT


 


SECTION 10.01.
Events of Default. If any of the following events (each an “Event of Default”) shall occur:


 


(a)            (i) the
Borrower, any Originator, the Performance Guarantor or the Servicer shall fail to perform or observe any term, covenant or agreement under
this Agreement or any other Transaction Document (other than any such failure which would constitute an Event of Default under clause
(ii) or (iii) of this paragraph (a)), and such failure, solely to the extent capable of cure, shall continue
for five (5) Business Days, (ii) the Borrower, any Originator, the Performance Guarantor or the Servicer shall fail to make
when due any payment (including reimbursement with respect to amounts drawn under Letters of Credit) or deposit to be made by it under
this Agreement or any other Transaction Document and such failure shall continue unremedied for two (2) Business Days or (iii) BrightView
shall resign as Servicer, and no successor Servicer reasonably satisfactory to the Administrative Agent shall have been appointed;


 


(b)            any
representation or warranty made or deemed made by the Borrower, any Originator, the Performance Guarantor or the Servicer (or any of their
respective officers) under or in connection with this Agreement or any other Transaction Document or any information or report delivered
by the Borrower, any Originator, the Performance Guarantor or the Servicer pursuant to this Agreement or any other Transaction Document,
shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered;


 


(c)            the
Borrower or the Servicer shall fail to deliver a Monthly Report or Interim Report pursuant to this Agreement, and such failure shall remain
unremedied for two (2) Business Days;


 






    104


     


    


 


(d)            this
Agreement or any security interest granted pursuant to this Agreement or any other Transaction Document shall for any reason cease to
create, or for any reason cease to be, a valid and enforceable first priority perfected security interest in favor of the Administrative
Agent with respect to the Collateral, free and clear of any Adverse Claim;


 


(e)            the
Borrower, any Originator, the Performance Guarantor or the Servicer shall generally not pay its debts as such debts become due, or shall
admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any Insolvency
Proceeding shall be instituted by or against the Borrower, any Originator, the Performance Guarantor or the Servicer and, in the case
of any such proceeding instituted against any Originator, the Performance Guarantor or the Servicer (but not instituted by such Person),
either such proceeding is not controverted within thirty (30) days after commencement of such proceeding or shall remain undismissed or
unstayed for a period of sixty (60) consecutive days, or any of the actions sought in such proceeding (including the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part
of its property) shall occur; or the Borrower, any Originator, the Performance Guarantor or the Servicer shall take any corporate or organizational
action to authorize any of the actions set forth above in this paragraph;


 


(f)             (i) the
average for three consecutive Fiscal Months of: (A) the Default Ratio shall exceed 4.0%, (B) the Delinquency Ratio shall exceed
13.0% or (C) the Dilution Ratio shall exceed 8.00% or (ii) the Days’ Sales Outstanding shall exceed 60 days;


 


(g)            a
Change in Control shall occur;


 


(h)            a
Borrowing Base Deficit shall occur, and shall not have been cured within two (2) Business Days;


 


(i)             (i) the
Borrower shall fail to pay any principal of or premium or interest on any of its Debt when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt (whether or not such failure shall
have been waived under the related agreement); (ii) any Originator, the Performance Guarantor or the Servicer, or any of their respective
Subsidiaries, individually or in the aggregate, shall fail to pay any principal of or premium or interest on (x) any Debt under the
Credit Agreement or (y) any of its other Debt that is outstanding in a principal amount of at least the greater of (I) $45,000,000
and (II) 15% of the Consolidated EBITDA of Holdings for the most recently ended Test Period (calculated on a Pro Forma Basis), in
the aggregate when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise),
and such failure shall continue after the applicable grace period, if any, specified in the Credit Agreement or such agreement, mortgage,
indenture or instrument relating to such Debt (whether or not such failure shall have been waived under the related agreement); (iii) any
other event shall occur or condition shall exist under the Credit Agreement or any other agreement, mortgage, indenture or instrument
relating to any such Debt (as referred to in clause (i) or (ii) of this paragraph)
and shall continue after the applicable grace period (not to exceed 30 days), if any, specified in the Credit Agreement or such other
agreement, mortgage, indenture or instrument (whether or not such failure shall have been waived under the related agreement), if the
effect of such event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the maturity
of such Debt (as referred to in clause (i) or (ii) of this paragraph) or to terminate the commitment of any lender
thereunder, or (iv) any such Debt (as referred to in clause (i) or (ii) of this paragraph) shall be declared
to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased,
or an offer to repay, redeem, purchase or defease such Debt shall be required to be made or the commitment of any lender thereunder terminated,
in each case before the stated maturity thereof;


 






    105


     


    

 


(j)             any
 “Event of Default” (as defined in the Credit Agreement) shall occur under the Credit Agreement (for the avoidance of doubt,
this clause (j) shall not be construed to limit the preceding clause (i));


 


(k)            the
Performance Guarantor shall fail to perform any of its obligations under the Performance Guaranty and such failure shall continue unremedied
for two (2) Business Days;


 


(l)             the
Borrower shall fail (x) at any time (other than for ten (10) Business Days following notice of the death or resignation of any
Independent Director) to have an Independent Director who satisfies each requirement and qualification specified in Section 8.03(c) of
this Agreement for Independent Directors, on the Borrower’s board of directors or (y) to timely notify the Administrative Agent
of any replacement or appointment of any director that is to serve as an Independent Director on the Borrower’s board of directors
as required pursuant to Section 8.03(c) of this Agreement;


 


(m)            [reserved];


 


(n)            either
(i) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets
of the Borrower, any Originator or the Parent or (ii) the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant
to Section 4068 of ERISA with regard to any of the assets of the Borrower, the Servicer, any Originator or the Parent;


 


(o)            (i) the
occurrence of a Reportable Event; (ii) the adoption of an amendment to a Pension Plan that would require the provision of security
pursuant to Section 401(a)(29) of the Code; (iii) the existence with respect to any Multiemployer Plan of an “accumulated
funding deficiency” (as defined in Section 431 of the Code or Section 304 of ERISA), whether or not waived; (iv) the
failure to satisfy the minimum funding standard under Section 412 of the Code with respect to any Pension Plan (v) the incurrence
of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or the withdrawal or partial withdrawal of
any of the Borrower, any Originator, the Servicer, the Parent or any of their respective ERISA Affiliates from any Multiemployer Plan;
(vi) the receipt by any of the Borrower, any Originator, the Servicer, the Parent or any of their respective ERISA Affiliates from
the PBGC or any plan administrator of any notice relating to the intention to terminate any Pension Plan or Multiemployer Plan or to appoint
a trustee to administer any Pension Plan or Multiemployer Plan; (vii) the receipt by the Borrower, any Originator, the Servicer,
the Parent or any of their respective ERISA Affiliates of any notice concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA; (viii) the occurrence of a
prohibited transaction with respect to any of the Borrower, any Originator, the Servicer, the Parent or any of their respective ERISA
Affiliates (pursuant to Section 4975 of the Code); (ix) the occurrence or existence of any other similar event or condition
with respect to a Pension Plan or a Multiemployer Plan, with respect to each of clause (i) through (ix), either individually
or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or a Borrower Material Adverse Effect;


 






    106


     


    

 


(p)            a
Material Adverse Effect shall occur and remain unremedied for ten (10) Business Days or a Borrower Material Adverse Effect shall
occur;


 


(q)            a
Purchase and Sale Termination Event shall occur under the Purchase and Sale Agreement;


 


(r)             the
Borrower shall (x) be required to register as an “investment company” within the meaning of the Investment Company Act
or (y) become a “covered fund” within the meaning of the Volcker Rule;


 


(s)            any
material provision of this Agreement or any other Transaction Document shall cease to be in full force and effect or any of the Borrower,
any Originator, the Performance Guarantor or the Servicer (or any of their respective Affiliates) shall so state in writing;


 


(t)             one
or more judgments or decrees shall be entered against the Borrower, any Originator, the Performance Guarantor or the Servicer, or any
Affiliate of any of the foregoing involving in the aggregate a liability (not paid or to the extent not covered by a reputable and solvent
insurance company) and such judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed
or bonded pending appeal for any period of thirty (30) consecutive days, and the aggregate amount of all such judgments equals or exceeds
the greater of (I) $45,000,000 and (II) 15% of the Consolidated EBITDA of Holdings for the most recently ended Test Period (calculated
on a Pro Forma Basis) (or solely with respect to the Borrower, $15,325); or


 


(u)            a
Financial Covenant Event shall occur; then, and in any such event, the Administrative Agent may (or, at the direction of the Majority
Lenders shall) by notice to the Borrower (x) declare the Termination Date to have occurred (in which case the Termination Date shall
be deemed to have occurred), (y) declare the Final Maturity Date to have occurred (in which case the Final Maturity Date shall be
deemed to have occurred) and (z) declare the Aggregate Capital and all other Borrower Obligations to be immediately due and payable
(in which case the Aggregate Capital and all other Borrower Obligations shall be immediately due and payable); provided that, automatically
upon the occurrence of any event (without any requirement for the giving of notice) described in subsection (e) of this Section 10.01
with respect to the Borrower, the Termination Date shall occur and the Aggregate Capital and all other Borrower Obligations shall be immediately
due and payable. Upon any such declaration or designation or upon such automatic termination, the Administrative Agent and the other Secured
Parties shall have, in addition to the rights and remedies which they may have under this Agreement and the other Transaction Documents,
all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be
cumulative. Any proceeds from liquidation of the Collateral shall be applied in the order of priority set forth in Section 4.01.


 






    107


     


    

 


ARTICLE XI


 


THE
ADMINISTRATIVE AGENT


 


SECTION 11.01.
Authorization and Action. Each Credit Party hereby appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers as are reasonably incidental thereto. The Administrative Agent shall not have any duties other than those expressly
set forth in the Transaction Documents, and no implied obligations or liabilities shall be read into any Transaction Document, or otherwise
exist, against the Administrative Agent. The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation
to, or relationship of trust or agency with, the Borrower or any Affiliate thereof or any Credit Party except for any obligations expressly
set forth herein. Notwithstanding any provision of this Agreement or any other Transaction Document, in no event shall the Administrative
Agent ever be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to any provision
of any Transaction Document or Applicable Law.


 


SECTION 11.02. Administrative
Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be
liable for any action taken or omitted to be taken by it or them as Administrative Agent under or in connection with this Agreement
(including, without limitation, the Administrative Agent’s servicing, administering or collecting Pool Receivables in the
event it replaces the Servicer in such capacity pursuant to Section 9.01), in the absence of its or their own gross
negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may consult
with legal counsel (including counsel for any Credit Party or the Servicer), independent certified public accountants and other
experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Credit Party (whether
written or oral) and shall not be responsible to any Credit Party for any statements, warranties or representations (whether written
or oral) made by any other party in or in connection with this Agreement; (c) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Credit
Party or to inspect the property (including the books and records) of any Credit Party; (d) shall not be responsible to any
Credit Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any
other instrument or document furnished pursuant hereto; and (e) shall be entitled to rely, and shall be fully protected in so
relying, upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by
facsimile) believed by it to be genuine and signed or sent by the proper party or parties.


 


SECTION 11.03.
Administrative Agent and Affiliates. With respect to any Credit Extension or interests therein owned by any Credit Party
that is also the Administrative Agent, such Credit Party shall have the same rights and powers under this Agreement as any other Credit
Party and may exercise the same as though it were not the Administrative Agent. The Administrative Agent and any of its Affiliates may
generally engage in any kind of business with the Borrower or any Affiliate thereof and any Person who may do business with or own securities
of the Borrower or any Affiliate thereof, all as if the Administrative Agent were not the Administrative Agent hereunder and without
any duty to account therefor to any other Secured Party.


 






    108


     


    

 


SECTION 11.04.
Indemnification of Administrative Agent. Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed
by the Borrower or any Affiliate thereof), ratably according to the respective Percentage of such Lender, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of
this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any
other Transaction Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross
negligence or willful misconduct.


 


SECTION 11.05.
Delegation of Duties. The Administrative Agent may execute any of its duties through agents or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.


 


SECTION 11.06.
Action or Inaction by Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or
refusing to take action under any Transaction Document unless it shall first receive such advice or concurrence of the Lenders and assurance
of its indemnification by the Lenders, as it deems appropriate. The Administrative Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Agreement or any other Transaction Document in accordance with a request or at the direction
of the Lenders and such request or direction and any action taken or failure to act pursuant thereto shall be binding upon all Credit
Parties. The Credit Parties and the Administrative Agent agree that unless any action to be taken by the Administrative Agent under a
Transaction Document (i) specifically requires the advice or concurrence of all Lenders or (ii) may be taken by the Administrative
Agent alone or without any advice or concurrence of any Lender, then the Administrative Agent may take action based upon the advice or
concurrence of the Majority Lenders.


 


SECTION 11.07.
Notice of Events of Default; Action by Administrative Agent. The Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Unmatured Event of Default or Event of Default unless the Administrative Agent has received notice
from any Credit Party or the Borrower stating that an Unmatured Event of Default or Event of Default has occurred hereunder and describing
such Unmatured Event of Default or Event of Default. If the Administrative Agent receives such a notice, it shall promptly give notice
thereof to each Lender, whereupon each Lender shall promptly give notice thereof to its respective LC Participant(s). The Administrative
Agent may (but shall not be obligated to) take such action, or refrain from taking such action, concerning an Unmatured Event of Default
or Event of Default or any other matter hereunder as the Administrative Agent deems advisable and in the best interests of the Secured
Parties.


 






    109


     


    

 


SECTION 11.08.
Non-Reliance on Administrative Agent and Other Parties. Each Credit Party expressly acknowledges that neither the Administrative
Agent nor any of its directors, officers, agents or employees has made any representations or warranties to it and that no act by the
Administrative Agent hereafter taken, including any review of the affairs of the Borrower or any Affiliate thereof, shall be deemed to
constitute any representation or warranty by the Administrative Agent. Each Credit Party represents and warrants to the Administrative
Agent that, independently and without reliance upon the Administrative Agent or any other Credit Party and based on such documents and
information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business,
operations, property, prospects, financial and other conditions and creditworthiness of the Borrower, each Originator, the Performance
Guarantor or the Servicer and the Pool Receivables and its own decision to enter into this Agreement and to take, or omit, action under
any Transaction Document. Except for items expressly required to be delivered under any Transaction Document by the Administrative Agent
to any Credit Party, the Administrative Agent shall not have any duty or responsibility to provide any Credit Party with any information
concerning the Borrower, any Originator, the Performance Guarantor or the Servicer that comes into the possession of the Administrative
Agent or any of its directors, officers, agents, employees, attorneys-in-fact or Affiliates.


 


SECTION 11.09.
Successor Administrative Agent.


 


(a)            The
Administrative Agent may, upon at least thirty (30) days’ notice to the Borrower, the Servicer and each Lender, resign as Administrative
Agent. Except as provided below, such resignation shall not become effective until a successor Administrative Agent is appointed by the
Majority Lenders as a successor Administrative Agent and has accepted such appointment. If no successor Administrative Agent shall have
been so appointed by the Majority Lenders, within thirty (30) days after the departing Administrative Agent’s giving of notice of
resignation, the departing Administrative Agent may, on behalf of the Secured Parties, appoint a successor Administrative Agent as successor
Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Majority Lenders within sixty (60) days
after the departing Administrative Agent’s giving of notice of resignation, the departing Administrative Agent may, on behalf of
the Secured Parties, petition a court of competent jurisdiction to appoint a successor Administrative Agent.


 


(b)            Upon
such acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall succeed to and become vested with all the rights and duties of the resigning Administrative Agent, and the resigning Administrative
Agent shall be discharged from its duties and obligations under the Transaction Documents. After any resigning Administrative Agent’s
resignation hereunder, the provisions of this Article XI and Article XII shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Administrative Agent.


 


SECTION 11.10.
Structuring Agent Structuring Agent.
Each of the parties hereto hereby acknowledges and agrees that the Structuring Agent shall not have any right, power, obligation, liability,
responsibility or duty under this Agreement, other than the Structuring Agent’s right to receive fees pursuant to Section 2.03.
Each Credit Party acknowledges that it has not relied, and will not rely, on the Structuring Agent in deciding to enter into this Agreement
and to take, or omit to take, any action under any Transaction Document.


 






    110


     


    

 


SECTION 11.11.
Erroneous Payments.


 


(a)            If
the Administrative Agent notifies a Credit Party or other Secured Party, or any Person who has received funds on behalf of a Credit Party
or other Secured Party (any Credit Party, Secured Party or other recipient, a “Payment Recipient”) that the Administrative
Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that
any funds received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or
otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Credit Party, other Secured Party
or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest,
fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous
Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent and shall be
segregated by the Payment Recipient and held in trust for the benefit of the Administrative Agent, and such Credit Party or other Secured
Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly,
but in no event later than two Business Days thereafter, return to the Administrative Agent the amount of any such Erroneous Payment (or
portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in
respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to
the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Overnight Bank Funding Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.
A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.


 


(b)            Without
limiting immediately preceding clause (a), each Credit Party or other Secured Party, or any Person who has received funds on behalf of
a Credit Party or other Secured Party, hereby further agrees that if it receives a payment, prepayment or repayment (whether received
as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of
its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment
or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that
was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates),
or (z) that such Credit Party or other Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received,
in error or by mistake (in whole or in part) in each case:


 


(a)            (A) in
the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from
the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each
case, with respect to such payment, prepayment or repayment; and


 


(b)            such
Credit Party or other Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly
(and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment,
prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this
Section 11.11(b).


 






    111


     


    

 


(c)            Each
Credit Party or other Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time
owing to such Credit Party or other Secured Party under any Transaction Document, or otherwise payable or distributable by the Administrative
Agent to such Credit Party or other Secured Party from any source, against any amount due to the Administrative Agent under immediately
preceding clause (a) or under the indemnification provisions of this Agreement.


 


(d)            In
the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor
by the Administrative Agent in accordance with immediately preceding clause (a), from any Credit Party that has received such Erroneous
Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective
behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice
to such Credit Party at any time, (i) such Credit Party shall be deemed to have assigned its Loans (but not its Commitments) in an
amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment
of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest
(with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrower) deemed
to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment Deficiency Assignment, and such Credit Party
shall deliver any notes evidencing such Loans to the Borrower or the Administrative Agent, (ii) the Administrative Agent as the assignee
Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative
Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning
Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance
of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as
to such assigning Lender and (iv) the Administrative Agent may reflect in the Register its ownership interest in the Loans subject
to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an
Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by
the applicable Credit Party shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative
Agent shall retain all other rights, remedies and claims against such Credit Party (and/or against any recipient that receives funds on
its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Credit
Party and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees
that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment
Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall
be contractually subrogated to all the rights and interests of the applicable Credit Party or other Secured Party under the Transaction
Documents with respect to each Erroneous Payment Return Deficiency.


 


(e)            The
parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by any
of the Borrower, any Servicer, the Performance Guarantor, the Parent or any Originator (the “Borrower-Related Parties”), except,
in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised
of funds received by the Administrative Agent from any Borrower-Related Party for the purpose of making such Erroneous Payment.


 






    112


     


    

 


(f)            To
the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives,
and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim
by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based
on “discharge for value” or any similar doctrine.


 


(g)            Each
party’s obligations, agreements and waivers under this Section 11.11 shall survive the resignation or replacement of the Administrative
Agent, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof)
under any Transaction Document.


 


ARTICLE XII


 


INDEMNIFICATION


 


SECTION 12.01.
Indemnities by the Borrower.


 


(a)            Without
limiting any other rights that the Administrative Agent, the Credit Parties, the Affected Persons and their respective assigns, officers,
directors, agents and employees (each, a “Borrower Indemnified Party”) may have hereunder or under Applicable Law,
the Borrower hereby agrees to indemnify each Borrower Indemnified Party from and against any and all claims, losses and liabilities (including
Attorney Costs) (all of the foregoing being collectively referred to as “Borrower Indemnified Amounts”) arising out
of or resulting from this Agreement or any other Transaction Document or the use of proceeds of the Credit Extensions or the security
interest in respect of any Pool Receivable or any other Collateral; excluding, however, (a) any portion of Borrower
Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that such portion of such
Borrower Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Borrower Indemnified Party seeking
indemnification and (b) Taxes other than as described in clause (xiv) below or Taxes that represent losses, claims or
damages arising from any non-Tax claim. Without limiting or being limited by the foregoing, the Borrower shall pay on demand (it being
understood that if any portion of such payment obligation is made from Collections, such payment will be made at the time and in the order
of priority set forth in Section 4.01), to each Borrower Indemnified Party any and all amounts necessary to indemnify such
Borrower Indemnified Party from and against any and all Borrower Indemnified Amounts relating to or resulting from any of the following
(but excluding Borrower Indemnified Amounts and Taxes described in clause (b) above):


 


(i)            any
Pool Receivable which the Borrower or the Servicer includes as an Eligible Receivable as part of the Net Receivables Pool Balance but
which is not an Eligible Receivable at such time;


 






    113


     


    

 


(ii)            any
representation, warranty or statement made or deemed made by the Borrower (or any of its respective officers) under or in connection with
this Agreement, any of the other Transaction Documents, any Monthly Report, any Interim Report or any other information or report delivered
by or on behalf of the Borrower pursuant hereto which shall have been untrue or incorrect when made or deemed made;


 


(iii)           the
failure by the Borrower to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure
of any Pool Receivable or the related Contract to conform to any such Applicable Law;


 


(iv)          the
failure to vest in the Administrative Agent a first priority perfected security interest in all or any portion of the Collateral, in each
case free and clear of any Lien;


 


(v)           the
failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Pool Receivable
and the other Collateral and Collections in respect thereof, whether at the time of any Credit Extension or at any subsequent time;


 


(vi)          any
dispute, claim or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool Receivable (including, without
limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor
enforceable against it in accordance with its terms), or any other claim resulting from or relating to collection activities with respect
to such Pool Receivable;


 


(vii)         any
failure of the Borrower to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction
Document related to Pool Receivables or to timely and fully comply with the Credit and Collection Policy in regard to each Pool Receivable;


 


(viii)        any
products liability, environmental or other claim arising out of or in connection with any Pool Receivable or other merchandise, goods
or services which are the subject of or related to any Pool Receivable;


 


(ix)           the
commingling of Collections of Pool Receivables at any time with other funds;


 


(x)            any
investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use
of proceeds of any Credit Extensions or in respect of any Pool Receivable or other Collateral or any related Contract;


 


(xi)            any
failure of the Borrower to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction
Document;


 






    114


     


    

 


(xii)          any
setoff with respect to any Pool Receivable;


 


(xiii)         any
claim brought by any Person other than a Borrower Indemnified Party arising from any activity by the Borrower or any Affiliate of the
Borrower in servicing, administering or collecting any Pool Receivable;


 


(xiv)         the
failure by the Borrower to pay when due any taxes, including, without limitation, sales, excise or personal property taxes;


 


(xv)          any
failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement, the termination by a Collection
Account Bank of any Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative Agent
to a Collection Account Bank under any Account Control Agreement;


 


(xvi)         [reserved];


 


(xvii)        any
dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Pool Receivable
(including, without limitation, a defense based on such Pool Receivable or the related Contract not being a legal, valid and binding obligation
of such Obligor enforceable against it in accordance with its terms), or any other claim in each case resulting from the sale of goods
or the rendering of services related to such Pool Receivable or the furnishing or failure to furnish any such goods or services or other
similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;


 


(xviii)       any
action taken by the Administrative Agent as attorney-in-fact for the Borrower, any Originator or the Servicer pursuant to this Agreement
or any other Transaction Document;


 


(xix)         the
failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;


 


(xx)          the
use of proceeds of any Credit Extension or the usage of any Letter of Credit; or


 


(xxi)         any
reduction in Capital as a result of the distribution of Collections if all or a portion of such distributions shall thereafter be rescinded
or otherwise must be returned for any reason.


 


(b)            Notwithstanding
anything to the contrary in this Agreement, solely for purposes of the Borrower’s indemnification obligations in clauses (ii),
(iii), (vii) and (xi) of this Article XII, any representation, warranty or covenant qualified
by the occurrence or non-occurrence of a material adverse effect or similar concepts of materiality shall be deemed to be not so qualified.


 






    115


     


    

 


(c)            If
for any reason the foregoing indemnification is unavailable (other than pursuant to the exclusions contained in Section 12.01(a))
to any Borrower Indemnified Party or insufficient to hold it harmless, then the Borrower shall contribute to such Borrower Indemnified
Party the amount paid or payable by such Borrower Indemnified Party as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect the relative economic interests of the Borrower and its Affiliates on the one hand and such Borrower Indemnified
Party on the other hand in the matters contemplated by this Agreement as well as the relative fault of the Borrower and its Affiliates
and such Borrower Indemnified Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations.
The reimbursement, indemnity and contribution obligations of the Borrower under this Section shall be in addition to (but without
duplication of) any liability which the Borrower may otherwise have, shall extend upon the same terms and conditions to each Borrower
Indemnified Party, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of
the Borrower and the Borrower Indemnified Parties.


 


(d)            Any
indemnification or contribution under this Section shall survive the termination of this Agreement.


 


SECTION 12.02.
Indemnification by the Servicer.


 


(a)            The
Servicer hereby agrees to indemnify and hold harmless the Borrower, the Administrative Agent, the Credit Parties, the Affected Persons
and their respective assigns, officers, directors, agents and employees (each, a “Servicer Indemnified Party”), from
and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions
arising out of activities of the Servicer pursuant to this Agreement or any other Transaction Document, including any judgment, award,
settlement, Attorney Costs and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding
or claim (all of the foregoing being collectively referred to as, “Servicer Indemnified Amounts”); excluding (i) any
portion of Servicer Indemnified Amounts to the extent a final non-appealable judgment of a court of competent jurisdiction holds that
such portion of such Servicer Indemnified Amounts resulted from the bad faith, gross negligence or willful misconduct by the Servicer
Indemnified Party seeking indemnification, (ii) Taxes other than Taxes that represent losses, claims or damages arising from any
non-Tax claim and (iii) Servicer Indemnified Amounts to the extent the same includes losses in respect of Pool Receivables that are
uncollectible solely on account of the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related
Obligor. Without limiting or being limited by the foregoing, the Servicer shall pay on demand, to each Servicer Indemnified Party any
and all amounts necessary to indemnify such Servicer Indemnified Party from and against any and all Servicer Indemnified Amounts relating
to or resulting from any of the following (but excluding Servicer Indemnified Amounts described in clauses (i), (ii) and
(iii) above):


 


(i)            any
representation, warranty or statement made or deemed made by the Servicer (or any of its respective officers) under or in connection with
this Agreement, any of the other Transaction Documents, any Monthly Report, any Interim Report or any other written information or written
report delivered by or on behalf of the Servicer pursuant hereto which shall have been untrue or incorrect when made or deemed made;


 






    116


     


    

 


(ii)            the
failure by the Servicer to comply with any Applicable Law with respect to any Pool Receivable or the related Contract; or the failure
of any Pool Receivable or the related Contract to conform to any such Applicable Law;


 


(iii)           the
commingling of Collections of Pool Receivables at any time with other funds;


 


(iv)          any
failure of a Collection Account Bank to comply with the terms of the applicable Account Control Agreement, the termination by a Collection
Account Bank of any Account Control Agreement or any amounts (including in respect of an indemnity) payable by the Administrative Agent
to a Collection Account Bank under any Account Control Agreement;


 


(v)           [reserved];


 


(vi)          the
failure or delay to provide any Obligor with an invoice or other evidence of indebtedness; or


 


(vii)         any
failure of the Servicer to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction
Document.


 


(b)            If
for any reason the foregoing indemnification is unavailable (other than pursuant to the exclusions contained in Section 12.02(a))
to any Servicer Indemnified Party or insufficient to hold it harmless, then the Servicer shall contribute to the amount paid or payable
by such Servicer Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect
the relative economic interests of the Servicer and its Affiliates on the one hand and such Servicer Indemnified Party on the other hand
in the matters contemplated by this Agreement as well as the relative fault of the Servicer and its Affiliates and such Servicer Indemnified
Party with respect to such loss, claim, damage or liability and any other relevant equitable considerations. The reimbursement, indemnity
and contribution obligations of the Servicer under this Section shall be in addition to (but without duplication of) any liability
which the Servicer may otherwise have, shall extend upon the same terms and conditions to Servicer Indemnified Party, and shall be binding
upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Servicer and the Servicer Indemnified
Parties.


 


(c)            Any
indemnification or contribution under this Section shall survive the termination of this Agreement.


 


ARTICLE XIII


 


MISCELLANEOUS


 


SECTION 13.01.
Amendments, Etc.


 


(a)            No
failure on the part of any Credit Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any
other right. No amendment or waiver of any provision of this Agreement or consent to any departure by any of the Borrower or any Affiliate
thereof shall be effective unless in a writing signed by the Administrative Agent and the Majority Lenders (and, in the case of any amendment,
also signed by the Borrower), and then such amendment, waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that (A) no amendment, waiver or consent shall, unless in writing
and signed by the Servicer, affect the rights or duties of the Servicer under this Agreement; (B) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent and each Lender:


 






    117


     


    

 


(i)             change
(directly or indirectly) the definitions of, Borrowing Base Deficit, Defaulted Receivable, Delinquent Receivable, Eligible Receivable,
Facility Limit, Final Maturity Date, Net Receivables Pool Balance or Total Reserves contained in this Agreement, or increase the then
existing Concentration Percentage for any Obligor or change the calculation of the Borrowing Base;


 


(ii)            reduce
the amount of Capital or Interest that is payable on account of any Loan or with respect to any other Credit Extension or delay any scheduled
date for payment thereof;


 


(iii)           change
any Event of Default;


 


(iv)          release
all or a material portion of the Collateral from the Administrative Agent’s security interest created hereunder;


 


(v)            release
the Performance Guarantor from any of its obligations under the Performance Guaranty or terminate the Performance Guaranty;


 


(vi)          change
any of the provisions of this Section 13.01 or the definition of “Majority Lenders”; or


 


(vii)         change
the order of priority in which Collections are applied pursuant to Section 4.01.


 


Notwithstanding the foregoing,
(A) no amendment, waiver or consent shall increase any Lender’s or LC Participant’s Commitment hereunder without the
consent of such Lender or LC Participant, as applicable and (B) no amendment, waiver or consent shall reduce any Fees payable
by the Borrower to any Lender or delay the dates on which any such Fees are payable, in either case, without the consent of such Lender
and (C) no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting
Lender, except in accordance with the terms set forth in Section 2.06(b). For the avoidance of doubt and notwithstanding the
foregoing, the definition of “Financial Covenant Event” and Section 10.01(u) may be modified by the Administrative
Agent from time to time in accordance with the terms set forth in the definition of “Financial Covenant Event”.


 


SECTION 13.02.
Notices, Etc. Notices, Etc. 
All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication)
and faxed or delivered, to each party hereto, at its address set forth under its name on Schedule III hereto or at such other address
as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile shall be
effective when sent (and shall be followed by hard copy sent by regular mail), and notices and communications sent by other means shall
be effective when received.


 






    118


     


    

 


SECTION 13.03.
Assignability; Addition of Lenders.


 


(a)            Assignment
by Lenders. Each Lender may assign to any Eligible Assignee all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Commitment and any Loan or interests therein owned by it); provided, however
that


 


(i)             except
for an assignment by a Lender to either an Affiliate of such Lender or any other Lender, each such assignment shall require the prior
written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however,
that such consent shall not be required if an Event of Default or an Unmatured Event of Default has occurred and is continuing;


 


(ii)            each
such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement;


 


(iii)           the
amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect
to such assignment) shall in no event be less than the lesser of (x) $5,000,000 and (y) all of the assigning Lender’s
Commitment; and


 


(iv)          the
parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register,
an Assignment and Acceptance Agreement.


 


Upon such execution, delivery,
acceptance and recording from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee
thereunder shall be a party to this Agreement, and to the extent that rights and obligations under this Agreement have been assigned to
it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (y) the assigning
Lender shall, to the extent that rights and obligations have been assigned by it pursuant to such Assignment and Acceptance Agreement,
relinquish such rights and be released from such obligations under this Agreement (and, in the case of an Assignment and Acceptance Agreement
covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease
to be a party hereto).


 


(b)            Register.
The Administrative Agent shall, acting solely for this purpose as an agent of the Borrower, maintain at its address referred to on Schedule
III of this Agreement (or such other address of the Administrative Agent notified by the Administrative Agent to the other parties
hereto) a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recordation of the names
and addresses of the Lenders, the Commitment of each Lender and the aggregate outstanding Capital (and stated interest) of the Loans of
each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all
purposes, absent manifest error, and the Borrower, the Servicer, the Administrative Agent, the Lenders, and the other Credit Parties may
treat each Person whose name is recorded in the Register as a Lender under this Agreement for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower, the Servicer, the LC Bank and any Lender at any reasonable time and from time to time
upon reasonable prior notice.


 






    119


     


    

 


(c)            Procedure.
Upon its receipt of an Assignment and Acceptance Agreement executed and delivered by an assigning Lender and an Eligible Assignee or assignee
Lender, the Administrative Agent shall, if such Assignment and Acceptance Agreement has been duly completed, (i) accept such Assignment
and Acceptance Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof
to the Borrower and the Servicer.


 


(d)            Participations.
Each Lender may sell participations to one or more Eligible Assignees (each, a “Participant”) in or to all or a portion
of its rights and/or obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the interests
in the Loans owned by it); provided, however, that


 


(i)             such
Lender’s obligations under this Agreement (including, without limitation, its Commitment to the Borrower hereunder) shall remain
unchanged, and


 


(ii)            such
Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations.


 


The Administrative Agent,
the Lenders, the LC Bank, the LC Participants, the Borrower and the Servicer shall have the right to continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement.


 


(e)            Participant
Register. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register
on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s
interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that
no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under
this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of
Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries
in the Participant Register shall be conclusive absent manifest error, and 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.
For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining
a Participant Register.


 


(f)            Assignments
by Administrative Agent. This Agreement and the rights and obligations of the Administrative Agent herein shall be assignable by the
Administrative Agent and its successors and assigns; provided that in the case of an assignment to a Person that is not an Affiliate
of the Administrative Agent, so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, such assignment
shall require the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed).


 






    120


     


    

 


(g)            Assignments
by the Borrower or the Servicer. Neither the Borrower nor, except as provided in Section 9.01, the Servicer may assign
any of its respective rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent,
the LC Bank and each Lender (such consent to be provided or withheld in the sole discretion of such Person).


 


(h)            Pledge
to a Federal Reserve Bank. Notwithstanding anything to the contrary set forth herein, (i) any Lender or any of its respective
Affiliates may at any time pledge or grant a security interest in all or any portion of its interest in, to and under this Agreement (including,
without limitation, rights to payment of Capital and Interest) and any other Transaction Document to secure its obligations to a Federal
Reserve Bank or other central bank having jurisdiction over such Lender, without notice to or the consent of the Borrower, the Servicer,
any Affiliate thereof or any Credit Party; provided, however, that that no such pledge shall relieve such assignor of its
obligations under this Agreement.


 


(i)            Pledge
to a Security Trustee. Notwithstanding anything to the contrary set forth herein, (i) any Lender or any of their respective Affiliates
may at any time pledge or grant a security interest in all or any portion of its interest in, to and under this Agreement (including,
without limitation, rights to payment of Capital and Interest) and any other Transaction Document to a security trustee  in connection
with the funding by such Person of Loans, without notice to or the consent of the Borrower, the Servicer, any Affiliate thereof or any
Credit Party; provided, however, that that no such pledge shall relieve such assignor of its obligations under this Agreement.


 


SECTION 13.04.
Costs and Expenses. In addition to the rights of indemnification granted under Section 12.01 hereof, the Borrower
agrees to pay on demand all reasonable out-of-pocket costs and expenses in connection with the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Transaction Documents (together with all amendments, restatements, supplements, consents
and waivers, if any, from time to time hereto and thereto), including, without limitation, (i) the reasonable Attorney Costs for
the Administrative Agent and the other Credit Parties and any of their respective Affiliates with respect thereto and with respect to
advising the Administrative Agent and the other Credit Parties and their respective Affiliates as to their rights and remedies under
this Agreement and the other Transaction Documents and (ii) reasonable accountants’, auditors’ and consultants’
fees and expenses for the Administrative Agent and the other Credit Parties and any of their respective Affiliates incurred in connection
with the administration and maintenance of this Agreement or advising the Administrative Agent or any other Credit Party as to their
rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction
Document. In addition, the Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses (including reasonable Attorney
Costs), of the Administrative Agent and the other Credit Parties and their respective Affiliates, incurred in connection with the enforcement
of any of their respective rights or remedies under the provisions of this Agreement and the other Transaction Documents.


 






    121


     


    

 


SECTION 13.05.
No Proceedings; Limitation on Payments.


 


(a)            Each
of the Servicer and each Lender and each assignee of a Loan or any interest therein, hereby covenants and agrees that it will not institute
against, or join any other Person in instituting against, the Borrower any Insolvency Proceeding until one year and one day after the
Final Payout Date; provided, that the Administrative Agent may take any such action in its sole discretion following the occurrence
of an Event of Default.


 


(b)            The
provisions of this Section 13.05 shall survive any termination of this Agreement.


 


SECTION 13.06.
Confidentiality.


 


(a)            Each
of the Borrower and the Servicer covenants and agrees to hold in confidence, and not disclose to any Person, the terms of this Agreement
or the Fee Letter (including any fees payable in connection with this Agreement, the Fee Letter or any other Transaction Document or the
identity of the Administrative Agent or any other Credit Party), except as the Administrative Agent and each Lender may have consented
to in writing prior to any proposed disclosure; provided, however, that it may disclose such information (i) to its
Advisors, Representatives, the Initial Investors and the Permitted Holders, (ii) to the extent such information has become available
to the public other than as a result of a disclosure by or through the Borrower, the Servicer or their Advisors and Representatives or
(iii) to the extent it should be (A) required by Applicable Law, or in connection with any legal or regulatory proceeding or
(B) requested by any Governmental Authority to disclose such information; provided, that, in the case of clause (iii) above,
the Borrower and the Servicer will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited by Applicable
Law) notify the Administrative Agent and the affected Credit Party of its intention to make any such disclosure prior to making such disclosure.
Each of the Borrower and the Servicer agrees to be responsible for any breach of this Section by its Representatives and Advisors
and agrees that its Representatives and Advisors will be advised by it of the confidential nature of such information and shall agree
to comply with this Section. Notwithstanding the foregoing, it is expressly agreed that each of the Borrower, the Servicer and their respective
Affiliates may publish a press release or otherwise publicly announce the existence and principal amount of the Commitments under this
Agreement and the transactions contemplated hereby; provided that the Administrative Agent shall be provided a reasonable opportunity
to review such press release or other public announcement prior to its release and provide comment thereon; and provided, further,
that no such press release shall name or otherwise identify the Administrative Agent, any other Credit Party or any of their respective
Affiliates without such Person’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding
the foregoing, the Borrower consents to the publication by the Administrative Agent or any other Credit Party of a tombstone or similar
advertising material relating to the financing transactions contemplated by this Agreement.


 






    122


     


    

 


(b)            Each
of the Administrative Agent and each other Credit Party, severally and with respect to itself only, agrees to hold in confidence, and
not disclose to any Person, any confidential and proprietary information concerning the Borrower, the Servicer and their respective Affiliates
and their businesses or the terms of this Agreement (including any fees payable in connection with this Agreement or the other Transaction
Documents), except as the Borrower or the Servicer may have consented to in writing prior to any proposed disclosure; provided,
however, that it may disclose such information (i) to its Advisors and Representatives, (ii) to its assignees and Participants
and potential assignees and Participants and their respective counsel if they agree in writing to hold it confidential, (iii) to
the extent such information has become available to the public other than as a result of a disclosure by or through it or its Representatives
or Advisors, (iv) at the request of a bank examiner or other regulatory authority or in connection with an examination of any of
the Administrative Agent or any Lender or their respective Affiliates or (v) to the extent it should be (A) required by Applicable
Law, or in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information;
provided, that, in the case of clause (viv)
above, the Administrative Agent and each Lender will use reasonable efforts to maintain confidentiality and will (unless otherwise prohibited
by Applicable Law) notify the Borrower and the Servicer of its making any such disclosure as promptly as reasonably practicable thereafter.
Each of the Administrative Agent and each Lender, severally and with respect to itself only, agrees to be responsible for any breach of
this Section by its Representatives and Advisors and agrees that its Representatives and Advisors will be advised by it of the confidential
nature of such information and shall agree to comply with this Section.


 


(c)            As
used in this Section, (i) “Advisors” means, with respect to any Person, such Person’s accountants, attorneys
and other confidential advisors and (ii) “Representatives” means, with respect to any Person, such Person’s
Affiliates, Subsidiaries, directors, managers, officers, employees, members, investors, financing sources, insurers, professional advisors,
representatives and agents; provided that such Persons shall not be deemed to Representatives of a Person unless (and solely to
the extent that) confidential information is furnished to such Person.


 


(d)            Notwithstanding
the foregoing, to the extent not inconsistent with applicable securities laws, each party hereto (and each of its employees, representatives
or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure (as defined
in Section 1.6011-4 of the Treasury Regulations) of the transactions contemplated by the Transaction Documents and all materials
of any kind (including opinions or other tax analyses) that are provided to such Person relating to such tax treatment and tax structure.


 


SECTION 13.07.
GOVERNING LAW GOVERNING LAW.
THIS AGREEMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BUT WITHOUT
REGARD TO ANY OTHER CONFLICTS OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THAT THE PERFECTION, THE EFFECT OF PERFECTION OR PRIORITY
OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY LENDER IN THE COLLATERAL IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE
OF NEW YORK).


 






    123


     


    

 


SECTION 13.08.
Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery of an executed
counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of an originally executed counterpart.
The words “execution”, “executed”, “signed”, “signature”, and words of like import in
this Agreement and the other Transaction Documents shall be deemed to include electronic signatures or electronic records, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transactions Act.


 


SECTION 13.09.
Integration; Binding Effect; Survival of Termination. This Agreement and the other Transaction Documents contain the final
and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute
the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain
in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 3.08, 3.09,
3.10, 3.11, 5.01, 5.02, 5.03, 11.04, 11.06, 12.01, 12.02, 13.04,
13.05, 13.06, 13.09, 13.11 and 13.13 shall survive any termination of this Agreement.


 


SECTION 13.10.
CONSENT TO JURISDICTION. (a) EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH RESPECT TO THE BORROWER
AND THE SERVICER, THE EXCLUSIVE JURISDICTION, AND (II) WITH RESPECT TO EACH OF THE OTHER PARTIES HERETO, THE NON-EXCLUSIVE JURISDICTION, IN
EACH CASE, OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING (I) IF BROUGHT BY THE BORROWER, THE SERVICER OR ANY AFFILIATE THEREOF, SHALL BE HEARD AND DETERMINED, AND (II) IF
BROUGHT BY ANY OTHER PARTY TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN
SUCH NEW YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. NOTHING IN THIS SECTION 13.10 SHALL
AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR THE
SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS. EACH OF THE BORROWER AND THE SERVICER HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING. THE PARTIES HERETO AGREE 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.


 






    124


     


    

 





 


(b)            EACH
OF THE BORROWER AND THE SERVICER CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
OF SUCH PROCESS TO IT AT ITS ADDRESS SPECIFIED IN SECTION 13.02. NOTHING IN THIS SECTION 13.10 SHALL AFFECT THE
RIGHT OF THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


SECTION 13.11. WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
OF, RELATED TO, OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT.


 


SECTION 13.12.
Ratable Payments Ratable Payments.
If any Credit Party, whether by setoff or otherwise, has payment made to it with respect to any Borrower Obligations in a greater proportion
than that received by any other Credit Party entitled to receive a ratable share of such Borrower Obligations, such Credit Party agrees,
promptly upon demand, to purchase for cash without recourse or warranty a portion of such Borrower Obligations held by the other Credit
Parties so that after such purchase each Credit Party will hold its ratable proportion of such Borrower Obligations; provided that
if all or any portion of such excess amount is thereafter recovered from such Credit Party, such purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.


 


SECTION 13.13.
Limitation of Liability.


 


(a)            No
claim may be made by the Borrower or any Affiliate thereof or any other Person against any Credit Party or their respective Affiliates,
members, directors, officers, employees, incorporators, attorneys or agents for any special, indirect, consequential or punitive damages
in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated
by this Agreement or any other Transaction Document, or any act, omission or event occurring in connection herewith or therewith; and
each of the Borrower and the Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not
accrued and whether or not known or suspected to exist in its favor. None of the Credit Parties and their respective Affiliates shall
have any liability to the Borrower or any Affiliate thereof or any other Person asserting claims on behalf of or in right of the Borrower
or any Affiliate thereof in connection with or as a result of this Agreement or any other Transaction Document or the transactions contemplated
hereby or thereby, except to the extent that any losses, claims, damages, liabilities or expenses incurred by the Borrower or any Affiliate
thereof result from the breach of contract, gross negligence or willful misconduct of such Credit Party in performing its duties and obligations
hereunder and under the other Transaction Documents to which it is a party.


 


(b)            The
obligations of the Administrative Agent and each of the other Credit Parties under this Agreement and each of the Transaction Documents
are solely the corporate obligations of such Person. No recourse shall be had for any obligation or claim arising out of or based upon
this Agreement or any other Transaction Document against any member, director, officer, employee or incorporator of any such Person.


 






    125


     


    

 


SECTION 13.14.
Intent of the Parties Intent of
the Parties. The Borrower has structured this Agreement with the intention that the Loans and the obligations of the Borrower
hereunder will be treated under United States federal, and applicable state, local and foreign tax law as debt (the “Intended
Tax Treatment”). The Borrower, the Servicer, the Administrative Agent and the other Credit Parties agree to file no tax return,
or take any action, inconsistent with the Intended Tax Treatment unless required by law. Each assignee and each Participant acquiring
an interest in a Credit Extension, by its acceptance of such assignment or participation, agrees to comply with the immediately preceding
sentence.


 


SECTION 13.15.
USA Patriot Act. Each of the Administrative Agent and each of the other Credit Parties hereby notifies the Borrower and
the Servicer that pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law October 26,
2001) (the “PATRIOT Act”), the Administrative Agent and the other Credit Parties may be required to obtain, verify
and record information that identifies the Borrower, the Originators, the Servicer and the Performance Guarantor, which information includes
the name, address, tax identification number and other information regarding the Borrower, the Originators, the Servicer and the Performance
Guarantor that will allow the Administrative Agent and the other Credit Parties to identify the Borrower, the Originators, the Servicer
and the Performance Guarantor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT
Act. Each of the Borrower and the Servicer agrees to provide the Administrative Agent and each other Credit Parties, from time to time,
with all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money
laundering rules and regulations, including, without limitation, the PATRIOT Act.


 


SECTION 13.16.
Right of Setoff. Each Credit Party is hereby authorized (in addition to any other rights it may have), at any time during
the continuance of an Event of Default, to setoff, appropriate and apply (without presentment, demand, protest or other notice which
are hereby expressly waived) any deposits and any other indebtedness held or owing by such Credit Party (including by any branches or
agencies of such Credit Party) to, or for the account of, the Borrower or the Servicer against amounts owing by the Borrower or the Servicer
hereunder (even if contingent or unmatured); provided that such Credit Party shall notify the Borrower or the Servicer, as applicable,
promptly following such setoff.


 


SECTION 13.17.
Severability Severability.
Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


SECTION 13.18.
Mutual
Negotiations Mutual Negotiations. This Agreement and the other Transaction
Documents are the product of mutual negotiations by the parties thereto and their counsel, and no party shall be deemed the draftsperson
of this Agreement or any other Transaction Document or any provision hereof or thereof or to have provided the same. Accordingly, in
the event of any inconsistency or ambiguity of any provision of this Agreement or any other Transaction Document, such inconsistency
or ambiguity shall not be interpreted against any party because of such party’s involvement in the drafting thereof.




 


SECTION 13.19. Captions
and Cross References. The various captions (including the table of contents) in this Agreement are provided solely for
convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise
indicated, references in this Agreement to any Section, Schedule or Exhibit are to such Section Schedule or
Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause
or subclause are to such subsection, clause or subclause of such Section, subsection or clause.


 


[Signature Pages Follow]


 






    126


     


    

 


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


 


	 	BRIGHTVIEW FUNDING LLC, 

as the Borrower  
	 	 
	 	 
	 	By:	               
	 	Name:
	 	Title:




 


	 	BRIGHTVIEW LANDSCAPES, LLC, 

as the Servicer
	 	 
	 	 
	 	By:	               
	 	Name:
	 	Title:


 





	Receivables Financing Agreement


 






    S-1 


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, 

as Administrative Agent
	 	 
	 	 
	 	By:	               
	 	Name:
	 	Title:


 


	 	PNC BANK, NATIONAL ASSOCIATION, 

as a Lender
	 	 
	 	 
	 	By:	               
	 	Name:
	 	Title:


 


	 	PNC BANK, NATIONAL ASSOCIATION, 

as LC Bank and as an LC Participant
	 	 
	 	 
	 	By:	               
	 	Name:
	 	Title:


 





	 	PNC CAPITAL MARKETS LLC,

as Structuring Agent
	 	 
	 	 
	 	By:	               
	 	Name:
	 	Title:


 





	Receivables Financing Agreement


 






    S-2 


     


    

 


	 	MUFG BANK, LTD.,
 as a Lender and as an LC Participant
	 	 
	 	 
	 	By:	                 
	 	Name:
	 	Title:



 


	Receivables Financing Agreement


 






    S-3 


     


    

 


EXHIBIT A

Form of [Loan Request] [LC Request]


 


[Letterhead
of Borrower]


 


[Date]


 


[Administrative Agent]


 


[Lenders]


 


		Re:	[Loan
Request] [LC Request]



 


Ladies and Gentlemen:


 


Reference is hereby made to
that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”),
BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto,
PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC
Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”).
Capitalized terms used in this [Loan Request] [LC Request] and not otherwise defined herein shall have the meanings assigned thereto in
the Agreement.


 


[This letter constitutes a
Loan Request pursuant to Section 2.02(a) of the Agreement. The Borrower hereby request a Loan in the amount of [$_______]
to be made on [_____, 20__]. The proceeds of such Loan should be deposited to [Account number], at [Name, Address and ABA Number of Bank].
After giving effect to such Loan, the Aggregate Capital will be [$_______].]


 


[This letter constitutes an
LC Request pursuant to Section 3.02(a) of the Agreement. The Borrower hereby request that the LC Bank issue a Letter
of Credit with a face amount of $[_______] on [_____, 20__]. After giving effect to such issuance, the LC Participation Amount will be
$[_______].]


 


The Borrower hereby represents
and warrants as of the date hereof, and after giving effect to such Credit Extension, as follows:


 


(i)            the
representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 of the Agreement are
true and correct in all material respects on and as of the date of such Credit Extension as though made on and as of such date unless
such representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material
respects on and as of such earlier date;


 






    Exhibit A-1 


     


    

 


(ii)            no
Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would
result from such Credit Extension;


 


(iii)           no
Borrowing Base Deficit exists or would exist after giving effect to such Credit Extension;


 


(iv)          the
Aggregate Capital plus the LC Participation Amount will not exceed the Facility Limit;


 


(v)           the
LC Participation Amount will not exceed the LC Limit;


 


(vi)          the
Termination Date has not occurred; and


 


(vii)         the
Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.


 






    Exhibit A-2 


     


    

 


IN WITNESS WHEREOF, the undersigned
has executed this letter by its duly authorized officer as of the date first above written.


 


	 	Very truly yours,
	 	 
	 	BRIGHTVIEW FUNDING LLC
	 	 
	 	 
	 	 
	 	By:	                    
	 	Name:
	 	Title:




 






    Exhibit A-3 


     


    

 


EXHIBIT B

Form of Reduction Notice


 


[Letterhead
of Borrower]


 


[Date]


 


[Administrative Agent]


 


[Lenders]


 


		Re:	Reduction
Notice



 


Ladies and Gentlemen:


 


Reference is hereby made to
that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC, as borrower (the “Borrower”),
BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, PNC Bank, National Association,
as Administrative Agent (in such capacity, the “Administrative Agent”), and PNC Capital Markets LLC, as Structuring
Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used in
this Reduction Notice and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.


 


This letter constitutes a
Reduction Notice pursuant to Section 2.02(d) of the Agreement. The Borrower hereby notifies the Administrative Agent
and the Lenders that it shall prepay the outstanding Capital of the Lenders in the amount of [$_______] to be made on [_____,
20__]. After giving effect to such prepayment, the Aggregate Capital will be [$_______].


 


The Borrower hereby represents
and warrants as of the date hereof, and after giving effect to such reduction, as follows:


 


(i)            the
representations and warranties of the Borrower and the Servicer contained in Sections 7.01 and 7.02 of the Agreement
are true and correct in all material respects on and as of the date of such prepayment as though made on and as of such date unless such
representations and warranties by their terms refer to an earlier date, in which case they shall be true and correct in all material respects
on and as of such earlier date;


 


(ii)            no
Event of Default or Unmatured Event of Default has occurred and is continuing, and no Event of Default or Unmatured Event of Default would
result from such prepayment;


 


(iii)            no
Borrowing Base Deficit exists or would exist after giving effect to such prepayment;


 


(iv)            the
Termination Date has not occurred; and


 


(v)            the
Aggregate Capital plus the Adjusted LC Participation Amount exceeds the Minimum Funding Threshold.


 






    Exhibit B-1 


     


    

 


In
Witness Whereof, the undersigned has executed this letter by its duly authorized officer as of the date first above written.


 


	 	Very truly yours,
	 	 
	 	BRIGHTVIEW FUNDING LLC
	 	 
	 	 
	 	By:	               
	 	Name:
	 	Title:






 






    Exhibit B-2 


     


    

 


EXHIBIT C

Form of Assignment and Acceptance Agreement


 


Dated as of ___________, 20__


 


Section 1.


 


	Commitment assigned:	$[_____]
	Assignor’s remaining Commitment:	$[_____]
	Capital allocable to Commitment assigned:	$[_____]
	Assignor’s remaining Capital:	$[_____]
	Interest (if any) allocable to Capital assigned:	$[_____]
	Interest (if any) allocable to Assignor’s remaining Capital:	$[_____]


 


Section 2.


 


Effective Date of this Assignment and Acceptance Agreement:
[__________]


 


Upon execution and delivery
of this Assignment and Acceptance Agreement by the assignee and the assignor and the satisfaction of the other conditions to assignment
specified in Section 13.03(b) of the Agreement (as defined below), from and after the effective date specified above,
the assignee shall become a party to, and, to the extent of the rights and obligations thereunder being assigned to it pursuant to this
Assignment and Acceptance Agreement, shall have the rights and obligations of a Lender under that certain Receivables Financing Agreement,
dated as of April 28, 2017 among BrightView Funding LLC, as Borrower, BrightView Landscapes, LLC, as Servicer, the Lenders party
thereto, the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent and as
the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the
 “Agreement”).


 


(Signature Pages Follow)


 






    Exhibit C-1 


     


    

 


	ASSIGNOR:	[_________]
	 	 
	 	 
	 	By:	                    
	 	Name:
	 	Title




 


	ASSIGNEE:	[_________]
	 	 
	 	 
	 	By:	                    
	 	Name:
	 	Title:
	 	 
	 	[Address]


 


	Accepted as of date first above written:	 
	 	 
	 	 
	PNC BANK, NATIONAL ASSOCIATION,	 
	as Administrative Agent	 
	 	 
	By:	                	 
	Name:	 
	Title:	 




 


	 	,	 
	as Borrower	 




 


	By:	 	 
	Name:	 
	Title:	 




 






    Exhibit C-2 


     


    

 


EXHIBIT D

Form of Letter of Credit Application


 


(Attached)


 






    Exhibit D-1 


     


    

 


EXHIBIT E

Credit and Collection Policy


 


(Attached)


 






    Exhibit E-1 


     


    

 


EXHIBIT F


Form of Monthly Report


 


(Attached)


 






    Exhibit F-1 


     


    

 


EXHIBIT G


Form of Compliance Certificate


 


To: PNC Bank, National Association, as Administrative
Agent


 


This Compliance Certificate
is furnished pursuant to that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the
 “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto,
the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative
Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified
from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the Agreement.


 


THE UNDERSIGNED HEREBY CERTIFIES
THAT:


 


1.            I
am the duly elected ________________of the Servicer.


 


2.            I
have reviewed the terms of the Agreement and each of the other Transaction Documents and I have made, or have caused to be made under
my supervision, a detailed review of the transactions and condition of the Borrower during the accounting period covered by the attached
financial statements.


 


3.            The
examinations described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or event
which constitutes an Event of Default or an Unmatured Event of Default, as each such term is defined under the Agreement, during or at
the end of the accounting period covered by the attached financial statements or as of the date of this Certificate[, except as set forth
in paragraph 5 below].


 


4.            Schedule
I attached hereto sets forth financial statements of the Performance Guarantor and its Subsidiaries for the period referenced on such
Schedule I.


 


[5.          Described
below are the exceptions, if any, to paragraph 3 above by listing, in detail, the nature of the condition or event, the period during
which it has existed and the action which Borrower has taken, is taking, or proposes to take with respect to each such condition or event:]


 






    Exhibit G-1 


     


    

 


The foregoing certifications
are made and delivered this ______ day of ______________________, 20___.


 


[_________]


 


	By:	 	 
	Name:	 	 
	Title:	 	 




 






    Exhibit G-2 


     


    

 


SCHEDULE I TO COMPLIANCE CERTIFICATE


 


A.            Schedule
of Compliance as of  ___________________, 20__ with Section 8.02(a) of
the Agreement. Unless otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed thereto in the
Agreement.


 


This schedule relates to the
month ended: __________________.


 


B.            The
following financial statements of the Performance Guarantor and its Subsidiaries for the period ending on ______________, 20__, are attached
hereto:


 






    Exhibit G-3 


     


    

 



 


EXHIBIT H

Closing Memorandum


 


(Attached)


 






    	 	Exhibit H-1	 



     


    

 


EXHIBIT I

Form of Interim Report


 






    	 	Exhibit I-1	 



     


    

 


EXHIBIT J

FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are
Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”),
BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto,
PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC
Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.


 


Pursuant to the provisions
of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the 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 Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code
and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the
Borrower 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 in either of the two calendar years preceding such payments.


 


	[NAME OF LENDER]	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


Date: ________ __, 20[ ]


 






    Exhibit J-1


     


    

 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That
Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”),
BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto,
PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC
Bank and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.


 


Pursuant to the provisions
of Section 5.03(f) of the 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 Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code,
and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the
Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender in writing, 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 in
either of the two calendar years preceding such payments.


 


	[NAME OF LENDER]	 
	By:	  	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[ ]


 



    Exhibit J-2


     


    

 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That
Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”),
BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto,
PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC
Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.


 


Pursuant to the provisions
of Section 5.03(f) of the 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) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members
is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning
of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder
of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members
is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is
claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or IRS Form 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, the undersigned shall promptly so inform such Lender 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 in either of the two calendar years preceding such payments.


 


	[NAME OF LENDER]	 
	By:	  	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[ ]


 






    Exhibit J-3


     


    

 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is hereby made to
that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”),
BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto,
PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC
Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement.


 


Pursuant to the provisions
of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
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), (iii) with respect to the extension of credit pursuant to the Agreement or any other Transaction Document,
neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered
into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none
of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of
the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN or IRS Form 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, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrower 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 in either of the two calendar years preceding such
payments.


 


	[NAME OF LENDER]	 
	By:	  	 
	 	Name:	 
	 	Title:	 


 


Date: ________ __, 20[ ]


 






    Exhibit J-4


     


    

 


SCHEDULE I

Commitments


 


	Party	 	Capacity	 	Commitment	 
	PNC	 	Lender	 	Prior to the Facility Limit Increase Date:
 $235,000,000200,000,000
 On and after the Facility Limit Increase Date:
 $250,000,000
	 
	PNC	 	LC Participant	 	$	75,000,000	 
	PNC	 	LC Bank	 	 	N/A	 
	MUFG	 	Lender	 	$	75,000,000	 
	MUFG	 	LC Participant	 	$	75,000,000	 



 






    	 	Schedule I-1	 



     


    

 


SCHEDULE II

Lock-Boxes, Collection Accounts and Collection Account Banks


 


	Collection Account Bank	 	Collection Account Number	 	Associated Lock-Box (if any)
	PNC Bank, National
 Association	 	5303628818	 	#740655 
#912463
	PNC Bank, National
 Association	 	5303557183	 	#773849



 






    	 	Schedule II-1	 



     


    

 


SCHEDULE III

Notice Addresses


 


(A)            in
the case of the Borrower, at the following address:


 


BrightView Funding LLC

980 Jolly Road


Blue Bell, PA 19422


Telephone: 484-567-7215

Attention: Katriona Knaus


 


with a copy to:


 


BrightView Landscapes, LLC

980 Jolly Road


Blue Bell, PA 19422


Telephone: 484-567-7220

Attention: Jonathan Gottsegen


 


(B)            in
the case of the Servicer, at the following address:


 


BrightView Landscapes, LLC

980 Jolly Road


Blue Bell, PA 19422


Telephone: 484-567-7220

Attention: Jonathan Gottsegen


 


(C)            in
the case of the Administrative Agent, at the following address:


 


PNC Bank, National Association


The Tower at PNC Plaza


300 Fifth Avenue, 11th Floor


Pittsburgh, PA 15222


Attention: Brian Stanley


Telephone: (412) 768-2001


Facsimile: (412) 803-7142


Email: brian.stanley@pnc.com


ABFAdmin@pnc.com


 


(D)            in
the case of the LC Bank, at the following address:


 


PNC Bank, National Association


The Tower at PNC Plaza


300 Fifth Avenue, 11th Floor


Pittsburgh, PA 15222


Attention: Brian Stanley


Telephone: (412) 768-2001


Facsimile: (412) 803-7142


Email: brian.stanley@pnc.com


ABFAdmin@pnc.com


  






    	 	Schedule III-1	 



     


    

 


(E)            in
the case of MUFG, at the following address:


 


MUFG
Bank, Ltd., as Agent


1221 Avenue of the Americas


6th Floor


New York, New York 10020


 


(EF)     in
the case of any other Person, at the address for such Person specified in the other Transaction Documents; in each case, or at such other
address as shall be designated by such Person in a written notice to the other parties to this Agreement.


 






    	 	Schedule III-2