Exhibit 10.1






 


Execution Version


 


AMENDMENT NO. 7


 


This Amendment No. 7
(this “Amendment”), dated as of December 11, 2019, is entered into among Prestige Brands, Inc., a Delaware corporation
(“Borrower”), Prestige Consumer Healthcare Inc. (f/k/a Prestige Brands Holdings, Inc.), a Delaware corporation
(“Holdings”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages
hereto (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”), the Lenders
party hereto and Citibank, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”), and in its capacity as L/C Issuer and Swing Line Lender and amends that certain ABL Credit Agreement dated as
of January 31, 2012 (as amended by that certain Incremental Amendment, dated as of September 12, 2012, that certain Incremental
Amendment dated as of June 11, 2013, that certain Amendment No. 3, dated as of September 3, 2014, that certain Amendment No. 4,
dated as of June 9, 2015, that certain Amendment No. 5, dated as of February 4, 2016, that certain Amendment No. 6, dated as of
January 26, 2017 and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)
entered into among the Borrower, the institutions from time to time party thereto as Lenders (the “Lenders”),
the Administrative Agent, L/C Issuer and the other agents and arrangers named therein. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Credit Agreement.


 


W I T N E S S E T H:


 


WHEREAS, Section 10.01
of the Credit Agreement permits certain amendments of the Credit Agreement with the consent of each of the Lenders, Administrative
Agent and the applicable Loan Parties.


 


NOW, THEREFORE, in consideration
of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section
1.                   Amendments


 


(a)               
The Credit Agreement is, effective as of the Amendment No. 7 Effective Date, hereby amended to delete the stricken text
(indicated textually in the same manner as the following example: stricken text)
and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto).


 


(b)               
On and as of the Amendment No. 7 Effective Date, the Revolving Credit Commitment of each Revolving Credit Lender shall be
as set forth on Schedule I hereto (and such Schedule I shall supersede Schedule 2 to Amendment No. 6 to the Credit
Agreement, dated January 26, 2017). For the avoidance of doubt, for purposes of determining the amount of any interest or fees
owing to the Lenders for periods prior to the Amendment No. 7 Effective Date, the relative amounts of Commitments then in effect
for the Lenders shall apply.


 









    


     


    

 


Section
2.                  Conditions Precedent
to the Effectiveness of this Amendment


 


This
Amendment shall become effective as of the date when, and only when, the following conditions precedent have been satisfied:


 


(a)               
Administrative Agent shall have received counterparts of this Amendment duly executed by (1) the Borrower, (2) each Guarantor,
(3) the Administrative Agent, (4) the Lenders, (5) the L/C Issuer and (6) the Swing Line Lender.


 


(b)               
Administrative Agent shall have received (A) a certificate as to the good standing of each Loan Party as of a recent date,
from the Secretary of State of the state of its organization or a similar Governmental Authority and (B) a certificate of a Responsible
Officer of each Loan Party dated the Amendment No. 7 Effective Date and certifying (I) to the effect that (w) attached thereto
is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent
date by the Secretary of State of the state of its organization, or in the alternative, certifying that such certificate or articles
of incorporation or organization have not been amended since the Amendment No. 5 Effective Date (as defined in the Term Loan Credit
Agreement), and that such certificate or articles are in full force and effect, (x) attached thereto is a true and complete copy
of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 7 Effective Date, or in the alternative,
certifying that such by-laws or operating agreements have not been amended since the Amendment No. 5 Effective Date (as defined
in the Term Loan Credit Agreement) and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board
of directors, board of managers or member, as the case may be, of each Loan Party authorizing the execution, delivery and performance
of the Loan Documents to which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended
and are in full force and effect and (II) as to the incumbency and specimen signature of each officer executing any Loan Document
on behalf of any Loan Party and signed by another officer as to the incumbency and specimen signature of the Responsible Officer
executing the certificate pursuant to this clause (B) or in the alternative, certifying that the incumbency and specimen signature
for each officer executing any Loan Document on behalf of any Loan Party has not changed since the Amendment No. 5 Effective Date
(as defined in the Term Loan Credit Agreement).


 


(c)               
Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying as to
the satisfaction of the conditions set forth in paragraphs (d), (e) and (h) of this Section 2.


 


(d)               
The representations and warranties of the Borrower and each Subsidiary Guarantor contained in Article V of the Credit Agreement
and Section 3 of this Amendment or any other Loan Document shall be true and correct in all material respects on and as of the
date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material
Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects
on such respective date.


 


(e)               
No Default or Event of Default shall exist after giving effect to this Amendment.


 


(f)                
The Borrower shall have paid to the Administrative Agent, for the account of each Lender that consents hereto, a fee equal
to 0.10% of the Revolving Credit Loans and Commitments of such Lender immediately prior to the effectiveness of this Amendment.


 









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(g)               
The Administrative Agent shall have received the executed legal opinion of Kirkland & Ellis LLP, counsel to the Borrower
and the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent.


 


(h)               
The Borrower shall have delivered any updates required to the Perfection Certificate delivered on the Closing Date to ensure
that Schedules 1(a), 7(a), 7(b) and 8 of the Perfection Certificate are accurate as of the Amendment No. 7 Effective Date.


 


(i)                
To the extent reasonably requested by a Lender in writing not less than five (5) Business Days prior to the Amendment No.
7 Effective Date, the Administrative Agent shall have received, prior to the effectiveness of this Amendment, (i) all documentation
and other information with respect to the Borrower required by regulatory authorities under applicable “know-your-customer”
and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and (ii) solely to the extent the
Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, a certification regarding beneficial
ownership as required by 31 C.F.R. § 1010.230 in relation to the Borrower.


 


Section
3.                 
Representations and Warranties


 


On and as of the Amendment
No. 7 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative
Agent and the Lenders as follows:


 


(a)               
The execution, delivery and performance by each Loan Party of this Amendment (a) has been duly authorized by all necessary
corporate or other organizational action, and (b) does not (i) contravene the terms of any of such Person’s Organization
Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted
by Section 7.01 of the Credit Agreement), or require any payment to be made under (x) any Contractual Obligation to which
such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any material
order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject;
or (iii) violate any Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred
to in clauses (ii) and (iii), to the extent that such violation, conflict, breach, contravention or payment could not reasonably
be expected to have a Material Adverse Effect;


 


(b)               
No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental
Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Amendment, except for (i) those approvals, consents, exemptions, authorizations or other actions,
notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect or
(ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given
or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force
and effect pursuant to the Collateral and Guarantee Requirement);


 


(c)                This
Amendment and the Loan Documents (as amended hereby) has been duly executed and delivered by each Loan Party that is a party
thereto. This Agreement and each other Loan Document (as amended hereby) constitutes, a legal, valid and binding
obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms,
except as such enforceability may be limited by (i) Debtor Relief Laws and by general principles of equity and (ii) the need
for filings and registrations necessary to create or perfect the Liens on the Collateral granted by the Loan Parties in favor
of the Secured Parties and (iii) the effect of foreign Laws, rules and regulations as they relate to pledges of Equity
Interests in Foreign Subsidiaries; and


 









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(d)               
No Default or Event of Default shall exist after giving effect to this Amendment on the Amendment No. 7 Effective Date.


 


Section
4.                   Reference
to and Effect on the Loan Documents


 


(a)               
As of the Amendment No. 7 Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,”
“hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit
Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like
import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall
be read together and construed as a single instrument. Each of the table of contents and lists of Exhibits and Schedules of the
Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 7 Effective Date.


 


(b)               
Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement
and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.


 


(c)               
The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Lenders, the Borrower or the Administrative Agent under any of the Loan Documents,
nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly
set forth herein.


 


(d)               
This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.


 


Section
5.                   Acknowledgement
and Reaffirmation of Guarantors


 


The Guarantors acknowledge
and consent to all terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection
herewith do not operate to reduce or discharge the Guarantors’ obligations under the Loan Documents. This Amendment shall
not constitute a novation of the Credit Agreement or any of the Loan Documents. Each Loan Party hereby (a) reaffirms, ratifies
and confirms its obligations under the Loan Documents, including the Collateral and Guarantee Requirement of the Credit Agreement
and including, without limitation, each Guarantor’s guarantee of the Obligations and its grant of the security interest in
the Collateral (as defined in the Security Agreement) to secure the Obligations and (b) acknowledges, represents, warrants and
agrees that, after giving effect to this Amendment, the Liens and security interests granted by it pursuant to the Collateral Documents
are valid, enforceable, and subsisting and create a first priority, perfected security interest (other than with respect to the
Fixed Asset Priority Collateral (as to which the Lien thereon shall be junior to the extent set forth in the Term Loan Intercreditor
Agreement)) (subject to Permitted Liens) in favor of the Administrative Agent for the benefit of the Secured Parties, to secure
the Obligations.


 


Section
6.                   Costs
and Expenses


 


The Borrower agrees
to pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction,
execution and delivery of this Amendment (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel
for the Administrative Agent with respect thereto).


 






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Section
7.                   Execution
in Counterparts


 


This Amendment may be
executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Amendment shall be effective
as delivery of an original executed counterpart of this Amendment. The Administrative Agent may also require that any such documents
and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to
request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.


 


Section
8.                   Governing
Law


 


THIS AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING ARISING UNDER
THIS AMENDMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH
RESPECT TO THIS AMENDMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, SHALL BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH OF MANHATTAN) OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AMENDMENT, EACH LOAN PARTY, THE ADMINISTRATIVE AGENT, THE
SWING LINE LENDER, THE L/C ISSUER AND EACH LENDER, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF
THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY,
THE ADMINISTRATIVE AGENT, THE SWING LINE LENDER, THE L/C ISSUER AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING
OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY
HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT IN THE
MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION 10.02 OF THE CREDIT AGREEMENT. NOTHING IN THIS AMENDMENT WILL
AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


Section
9.                   Notices


 


All communications and
notices hereunder shall be given as provided in the Credit Agreement.


 






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Section
10.               Waiver of Jury Trial


 


EACH PARTY HERETO
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION.


 


[signature pages follow]


 






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In
Witness Whereof, the parties hereto have caused this Amendment to be executed by their respective officers thereunto
duly authorized, as of the date first written above.


 


	 	Prestige
Consumer Healthcare Inc., as Holdings
and Guarantor

	 	 
	 	By:	/s/ William P’Pool
	 	 	Name: William P’Pool
	 	 	Title: Secretary
	 	 
	 	PRESTIGE BRANDS, INC., as
    Borrower
	 	 
	 	By:	/s/ William P’Pool
	 	 	Name: William P’Pool
	 	 	Title: Secretary
	 	 
	 	BLACKSMITH BRANDS, INC.
	 	C. B. FLEET COMPANY, INCORPORATED
	 	C. B. FLEET HOLDING COMPANY, 

INCORPORATED
	 	C. B. FLEET, INTERNATIONAL, INC.
	 	C.B. FLEET HOLDCO, LLC
	 	C.B. FLEET INVESTMENT CORPORATION
	 	C.B. FLEET TOPCO, LLC
	 	C.B. FLEET, LLC
	 	DENTEK HOLDINGS, INC.
	 	DENTEK ORAL CARE, INC.
	 	INSIGHT PHARMACEUTICALS CORPORATION
	 	INSIGHT PHARMACEUTICALS LLC
	 	MEDTECH HOLDINGS, INC.
	 	MEDTECH ONLINE, INC.
	 	MEDTECH PERSONAL PRODUCTS 

CORPORATION
	 	MEDTECH PRODUCTS INC.
	 	PEAKS HBC COMPANY, INC.
	 	PRESTIGE BRANDS HOLDINGS, INC.
	 	PRESTIGE BRANDS INTERNATIONAL, INC.
	 	PRESTIGE SERVICES CORP., as
    Subsidiary Guarantors
	 	 
	 	By:	/s/ William P’Pool
	 	 	Name: William P’Pool
	 	 	Title: Secretary



 


[Prestige Brands – Signature Page
to Amendment No. 7 (ABL)]


 






    


     


    

 


	 	Citibank, N.A., as
    Administrative
    Agent, Swing Line
    Lender, L/C Issuer and as a
    Lender
	 	 
	 	By:	/s/ David L. Smith
	 	 	Name: David L. Smith
	 	 	Title: Vice President and Director



 


[Prestige Brands – Signature Page
to Amendment No. 7 (ABL)]


 






    


     


    

 


	 	barclays bank plc, as
    a Lender
	 	 
	 	By:	/s/ Ritam Bhalla
	 	 	Name: Ritam Bhalla
	 	 	Title: Director




 


[Prestige Brands – Signature Page
to Amendment No. 7 (ABL)]


 






    


     


    

 


		Morgan Stanley
                                              Bank, N.A., as a Lender
	 	 	 
	 	By:	/s/ Michael King
	 	 	Name: Michael King
	 	 	Title: Authorized Signatory



 


[Prestige Brands – Signature Page
to Amendment No. 7 (ABL)]


 






    


     


    

 


	 	Royal Bank of Canada, as
    a Lender
	 	 
	 	By:	/s/ Farhan Lodhi
	 	 	Name: Farhan Lodhi
	 	 	Title: Authorized Signatory




 


[Prestige Brands – Signature Page
to Amendment No. 7 (ABL)]


 






    


     


    

 


	 	Deutsche Bank AG New York
    Branch, as a Lender
	 	 
	 	By:	/s/ Yumi Okabe
	 	 	Name: Yumi Okabe
	 	 	Title: Vice President



 





	 	By:	/s/ Michael Strobel
	 	 	Name: Michael Strobel
	 	 	Title: Vice President




 


[Prestige Brands – Signature Page
to Amendment No. 7 (ABL)]


 









    


     


    

 


Exhibit A


 


[The Amended Credit Agreement]


 


See Attached.


  



    	 	 	 



     


    




 


 


 


 







 







MORGAN STANLEY SENIOR FUNDING, INC., as Syndication
Agent and BARCLAYS BANK PLC and RBC CAPITAL MARKETS1, as Co-Documentation Agents 1 RBC Capital Markets is a marketing name for
the investment banking activities of the Royal Bank of Canada.




 





    	 



    	 



    

 

 





TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND ACCOUNTING
TERMS Section 1.01 Section 1.02 Section 1.03 Section 1.04 Section 1.05 Section 1.06 Section 1.07 Section 1.08 Section 1.09 Section
1.10 Section 1.11 Section 1.12 Defined Terms 2 Other Interpretive Provisions Accounting Terms 6871 6872 Rounding 6972 References
to Agreements, Laws, Etc. Times of Day 6972 6972 Timing of Payment of Performance Cumulative Credit Transactions 6972 6973 Pro
Forma Calculations Currency Generally 6973 7174 Letters of Credit Divisions 7175 75 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01 Section 2.02 Section 2.03 Section 2.04 Section 2.05 Section 2.06 Section 2.07 Section 2.08 Section 2.09 Section 2.10
Section 2.11 Section 2.12 Section 2.13 Section 2.14 Section 2.15 Section 2.16 Section 2.17 Section 2.18 The Loans 7175 Borrowings,
Conversions and Continuations of Loans Letters of Credit 7276 7478 Swing Line Loans Prepayments 8286 8590 Termination or Reduction
of Commitments 8791 Repayment of Loans Interest 8892 8892 Fees 8893 Computation of Interest and Fees Evidence of Indebtedness 8993
8994 Payments Generally 9094 Sharing of Payments 9296 Incremental Credit Extensions [Reserved] 9297 96101 Extension of Revolving
Credit Loans Defaulting Lenders 96101 98103 Protective Advances 100104 ARTICLE III. TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
Section 3.01 Section 3.02 Section 3.03 Section 3.04 Taxes 101105 Illegality 104108 Inability to Determine Rates 104109 Increased
Cost and Reduced Return; Capital Adequacy; Eurocurrency Rate Loan Reserves 104110 Section 3.05 Funding Losses 106111 - i-







 





    	 



    	 



    

 

 





Page Section 3.06 Section 3.07 Section
3.08 Matters Applicable to All Requests for Compensation 106111 Replacement of Lenders under Certain Circumstances 107112 Survival
108114 ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS Section 4.01 Section 4.02 Conditions to Initial Credit Extension
109114 Conditions to All Credit Extensions after the Closing Date 111117 ARTICLE V. REPRESENTATIONS AND WARRANTIES Section 5.01
Section 5.02 Section 5.03 Section 5.04 Section 5.05 Section 5.06 Section 5.07 Section 5.08 Section 5.09 Section 5.10 Section 5.11
Section 5.12 Section 5.13 Section 5.14 Section 5.15 Section 5.16 Section 5.17 Section 5.18 Section 5.19 Existence, Qualification
and Power; Compliance with Laws Authorization; No Contravention 112118 112118 Governmental Authorization; Other Consents Binding
Effect 113118 113119 Financial Statements; No Material Adverse Effect Litigation 113119 114120 Ownership of Property; Liens Environmental
Matters 114120 115120 Taxes 115121 ERISA Compliance 115121 Subsidiaries; Equity Interests 116122 Margin Regulations; Investment
Company Act Disclosure 116122 116122 Labor Matters 117123 Intellectual Property; Licenses, Etc. 117123 Solvency 117123 Subordination
of Junior Financing 117123 USA Patriot Act 118123 Security Documents 118124 ARTICLE VI. AFFIRMATIVE COVENANTS Section 6.01 Section
6.02 Section 6.03 Section 6.04 Section 6.05 Section 6.06 Section 6.07 Section 6.08 Section 6.09 Section 6.10 Section 6.11 Section
6.12 Section 6.13 Section 6.14 Financial Statements 119125 Certificates; Other Information Notices 121127 122128 Payment of Taxes
123129 Preservation of Existence, Etc. 123129 Maintenance of Properties 123129 Maintenance of Insurance Compliance with Laws 123129
124130 Books and Records Inspection Rights 124130 124130 Additional Collateral; Additional Guarantors Compliance with Environmental
Laws 124131 126133 Further Assurances 126133 Designation of Subsidiaries 127133 - ii-







 





    	 



    	 



    

 

 





Page Section 6.15 Section 6.16 Section
6.17 Section 6.18 Section 6.19 Section 6.20 Maintenance of Ratings Physical Inventories 127134 127134 Appraisals 128134 Field
Examinations 128134 Administration of Certain Collateral; Cash Management 128135 Post-Closing Covenants. 131138 ARTICLE VII. NEGATIVE
COVENANTS Section 7.01 Section 7.02 Section 7.03 Section 7.04 Section 7.05 Section 7.06 Section 7.07 Section 7.08 Section 7.09
Section 7.10 Section 7.11 Section 7.12 Section 7.13 Section 7.14 Liens 132138 Investments 136142 Indebtedness 139146 Fundamental
Changes Dispositions 142149 143151 Restricted Payments 146153 Change in Nature of Business Transactions with Affiliates 149156
149157 Burdensome Agreements Use of Proceeds 151158 152160 Consolidated Fixed Charge Coverage Ratio 152160 Accounting Changes
153160 Prepayments, Etc. of Certain Indebtedness 153160 Permitted Activities 153161 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
Section 8.01 Section 8.02 Section 8.03 Section 8.04 Events of Default 154162 Remedies Upon Event of Default Application of Funds
156164 157165 Borrower’s Right to Cure 158166 ARTICLE IX. ADMINISTRATIVE AGENT AND OTHER AGENTS Section 9.01 Section 9.02
Section 9.03 Section 9.04 Section 9.05 Section 9.06 Section 9.07 Section 9.08 Section 9.09 Section 9.10 Section 9.11 Appointment
and Authority 159167 Rights as a Lender 160168 Exculpatory Provisions 160168 Reliance by Administrative Agent Delegation of Duties
161169 161169 Resignation of Administrative Agent 161169 Non-Reliance on Administrative Agent and Other Lenders 162170 No Other
Duties, Etc. 162 171 Administrative Agent May File Proofs of Claim 162171 Collateral and Guaranty Matters 163172 ABL Secured Treasury
Services Agreements and ABL Secured Hedge Agreements 164172 Section 9.12 Section 9.13 Withholding Tax Indemnity 164173 Reports
and Financial Statements 165173 -iii-




 





    	 



    	 



    

 

 


Page Section 9.14 Certain ERISA Matters 174 ARTICLE X. MISCELLANEOUS Section 10.01
Section 10.02 Section 10.03 Section 10.04 Section 10.05 Section 10.06 Section 10.07 Section 10.08 Section 10.09 Section 10.10
Section 10.11 Section 10.12 Section 10.13 Section 10.14 Section 10.15 Section 10.16 Section 10.17 Section 10.18 Section 10.19
Section 10.20 Section 10.21 Amendments, Etc. 166175 Notices and Other Communications; Facsimile Copies No Waiver; Cumulative Remedies
168178 170180 Attorney Costs and Expenses 171181 Indemnification by the Borrower Payments Set Aside 172181 173183 Successors and
Assigns Confidentiality 173183 178188 Setoff 179189 Interest Rate Limitation 179190 Counterparts 180190 Integration; Termination
180190 Survival of Representations and Warranties Severability 180190 180191 GOVERNING LAW 181191 WAIVER OF RIGHT TO TRIAL BY
JURY 181191 Binding Effect 181192 USA Patriot Act 182192 No Advisory or Fiduciary Responsibility 182192 Term Loan Intercreditor
Agreement 182193 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 193 Section 10.22 Acknowledgement Regarding
Any Supported QFCs 194 ARTICLE XI. GUARANTEE Section 11.01 Section 11.02 Section 11.03 Section 11.04 Section 11.05 Section 11.06
Section 11.07 Section 11.08 Section 11.09 Section 11.10 Section 11.11 Section 11.12 The Guarantee 183195 Obligations Unconditional
Reinstatement 184195 185196 Subrogation; Subordination 185197 Remedies 185197 Instrument for the Payment of Money 186197 Continuing
Guarantee 186197 General Limitation on Guarantee Obligations Release of Guarantors 186197 186198 Right of Contribution 187198
Keepwell 187199 Excluded Swap Obligations Limitation 187199 - iv-


 





    	 



    	 



    

 

 





SCHEDULES I 10.02 Guarantors Administrative Agent’s Office,
Certain Addresses for Notices EXHIBITS Form of A B C-1 C-2 D-1 D-2 E F G H I J K L M N O Committed Loan Notice Swing Line Loan
Notice Revolving Credit Note Swing Line Note Compliance Certificate Solvency Certificate Assignment and Assumption Security Agreement
Intercompany Note [Reserved] United States Tax Compliance Certificate [Reserved] [Reserved] Term Loan Intercreditor Agreement Form
Letter of Credit Report Legal Opinion of Kirkland & Ellis LLP Borrowing Base Certificate - v-




 





    	 



    	 



    

 

 





ABL CREDIT AGREEMENT
This ABL CREDIT AGREEMENT is entered into as of January 31, 2012, among PRESTIGE BRANDS HOLDINGS, INC.CONSUMER HEALTHCARE INC.
(f/k/a Prestige Brands Holdings, Inc.), a Delaware corporation (“Holdings”), PRESTIGE BRANDS, INC., a Delaware corporation
(the “Borrower”), the other Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, each
lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and
CITIBANK, N.A., as L/C Issuer and Swing Line Lender. PRELIMINARY STATEMENTS Pursuant to (i) the Business Sale and Purchase Agreement,
dated as of December 20, 2011 (as amended, supplemented or modified from time to time, the “Acquisition Agreement”),
by and among Holdings, on the one hand, and GlaxoSmithKline LLC, a company incorporated under the laws of the state of Delaware,
and the other sellers identified therein (collectively, the “Seller”), a Subsidiary Guarantor to whom Holdings will,
at or prior to the Closing Date, assign its rights and obligations under the Acquisition Agreement (the “BSPA Assignment”)
will acquire (the “Acquisition”) the Acquired Business and (ii) the Business Sale and Purchase Agreement, dated as
of December 20, 2011 (as amended, supplemented or modified from time to time, the “Split Brands Acquisition Agreement”),
by and among Holdings, on the one hand, and the Seller, Holdings has agreed to acquire (the “Split Brands Acquisition”)
the Split Brands prior the Split Brands Cutoff Date (as defined herein). The Borrower has requested that, substantially simultaneously
with the consummation of the Acquisition, the Lenders extend credit to the Borrower in the form of a Revolving Credit Facility
(as this and other capitalized terms used in these preliminary statements are defined in Section 1.01 below) in an initial aggregate
principal amount of $50,000,000. The Revolving Credit Facility may include one or more Letters of Credit from time to time and
one or more Swing Line Loans from time to time. The proceeds of (i) the proceeds of the issuance of the Senior Notes and (ii)
the proceeds of the loans to be made under the Term Loan Credit Agreement on the Closing Date, will be used by the Borrower to
pay the consideration in connection with the Acquisition and Transaction Expenses. The Borrower has requested that, substantially
simultaneously with the consummation of the 2014 Insight Acquisition, certain lenders extend credit to the Borrower in the form
of term loans under the Term Loan Credit Agreement in an aggregate principal amount of $720,000,000 (the “Term Loan Acquisition
Borrowing”). The proceeds of the Term Loan Acquisition Borrowing, together with Revolving Credit Loans hereunder will be
used by the Borrower to pay the consideration in connection with the Insight Acquisition and Insight Transaction Expenses. The
applicable Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to so issue Letters
of Credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants
and agreements herein contained, the parties hereto covenant and agree as follows:




 





    	 



    	 



    

 

 





ARTICLE I. DEFINITIONS
AND ACCOUNTING TERMS Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth
below: “2014 Refinancing” means the prepayment of all indebtedness under (i) that certain First Lien Credit Agreement,
dated as of August 26, 2011 (as amended, restated, supplemented, or modified from time to time prior to the Amendment No. 2 Effective
Date), among Insight Pharmaceuticals LLC, General Electric Capital Corporation, as administrative agent and collateral agent,
the lenders party thereto, and the other agents party thereto and (ii) that certain Second Lien Credit Agreement, dated as of
August 26, 2011 (as amended, restated, supplemented, or modified from time to time prior to the Amendment No. 2 Effective Date),
among Insight Pharmaceuticals LLC, General Electric Capital Corporation, as administrative agent and collateral agent, the lenders
party thereto, and the other agents party thereto, shall have been paid in full, and all commitments, security interests and guaranties
in connection therewith shall have been terminated and released. “2014 Transaction Expenses” means any fees or expenses
incurred or paid by Holdings, the Borrower or any of their respective Subsidiaries in connection with the 2014 Transactions (including
expenses in connection with hedging transactions), Amendment No. 3 and the transactions contemplated hereby and thereby. “2014
Transactions” means, collectively, (a) the Insight Acquisition, (b) the Term Loan Acquisition Borrowing on the September
2014 Amendment Closing Date and the execution and delivery by the Borrower and the Subsidiaries party thereto of Amendment No.
2 to the Term Loan Credit Agreement on the September 2014 Amendment Closing Date, (c) the execution and delivery of Amendment
No. 3, (d) the 2014 Refinancing and (e) the payment of 2014 Transaction Expenses. “2021 Notes” means the Borrower’s
5.375% Senior Notes due 2021. “2021 Notes Indenture” means the indenture for the 2021 Notes, dated as of December
17, 2013, between the Borrower and U.S. Bank, National Association, as trustee, as the same may be amended, modified, supplemented,
replace or refinanced to the extent not prohibited by this Agreement. “2024 Notes” means the Borrower’s 6.375%
Senior Notes due 2024. “2024 Notes Indenture” means the indenture for the 2024 Notes, dated as of February 19, 2016,
between the Borrower and U.S. Bank, National Association, as trustee, as the same may be amended, modified, supplemented, replace
or refinanced to the extent not prohibited by this Agreement. “ABL Last-Out Hedge Agreement” means any Swap Contract
permitted under Article VII that is entered into by and between the Borrower or any Restricted Subsidiary and any Hedge Bank;
provided that (a) such Person is designated a “Hedge Bank” with respect to such ABL Last-Out Hedge Agreement in a
writing from the Borrower to the Administrative Agent, and (other than a Person already party hereto as a Lender) that delivers
to the Administrative Agent a letter agreement reasonably satisfactory to it (i) appointing the Administrative Agent as its agent
under the applicable Loan Documents and (ii) agreeing to be bound by Sections 10.05, 10.15 and 10.16 and Article IX as if it were
a Lender, (b) such Swap Contract is designated in a writing from the Borrower to the Administrative Agent as an “ABL Last-Out
Hedge Agreement” and (c) there shall not be more than $25,000,000 in the aggregate of obligations in - 2-




 





    	 



    	 



    

 

 





respect of ABL Last-Out Hedge Agreements and ABL Last-Out Treasury
Services Agreements at any time outstanding. “ABL Last-Out Treasury Services Agreement” means any agreement with respect
to Cash Management Obligations permitted under Article VII that is entered into by and between the Borrower or any Restricted Subsidiary
and any Cash Management Bank; provided that (a) such Person is designated a “Cash Management Bank” with respect to
such ABL Last-Out Treasury Services Agreement in a writing from the Borrower to the Administrative Agent, and (other than a Person
already party hereto as a Lender) that delivers to the Administrative Agent a letter agreement reasonably satisfactory to it (i)
appointing the Administrative Agent as its agent under the applicable Loan Documents and (ii) agreeing to be bound by Sections
10.05, 10.15 and 10.16 and Article IX as if it were a Lender, (b) such ABL Secured Treasury Services Agreement is designated in
a writing from the Borrower to the Administrative Agent as an “ABL Last-Out Treasury Services Agreement and (c) there shall
not be more than $25,000,000 in the aggregate of obligations in respect of ABL Last-Out Treasury Services Agreements and ABL Last-Out
Hedge Agreements at any time outstanding. “ABL Pari Passu Hedge Agreement” means any Swap Contract permitted under
Article VII that is entered into by and between the Borrower or any Restricted Subsidiary and any Person that is a Lender or an
Affiliate of a Lender at the time such Swap Contract is entered into (any such Person, a “Hedge Bank”); provided that
(a) such Person is designated a “Hedge Bank” with respect to such ABL Pari Passu Hedge Agreement in a writing from
the Borrower to the Administrative Agent, and (other than a Person already party hereto as a Lender) that delivers to the Administrative
Agent a letter agreement reasonably satisfactory to it (i) appointing the Administrative Agent as its agent under the applicable
Loan Documents and (ii) agreeing to be bound by Sections 10.05, 10.15 and 10.16 and Article IX as if it were a Lender, (b) such
Swap Contract is designated in a writing from the Borrower to the Administrative Agent as an “ABL Pari Passu Hedge Agreement”
and (c) immediately after entering into any ABL Pari Passu Hedge Agreement, the aggregate outstanding amount of Total Outstandings
shall not exceed the Line Cap at such time (after giving effect to any adjustment to Reserves reflecting such ABL Pari Passu Hedge
Agreement). “ABL Pari Passu Treasury Services Agreement” means any agreement with respect to Cash Management Obligations
permitted under Article VII that is entered into by and between the Borrower or any Restricted Subsidiary and any Person that is
a Lender or an Affiliate of a Lender at the time such agreement is entered into (any such Person, a “Cash Management Bank”);
provided that (a) such Person is designated a “Cash Management Bank” with respect to such ABL Pari Passu Treasury Services
Agreement in a writing from the Borrower to the Administrative Agent, and (other than a Person already party hereto as a Lender)
that delivers to the Administrative Agent a letter agreement reasonably satisfactory to it (i) appointing the Administrative Agent
as its agent under the applicable Loan Documents and (ii) agreeing to be bound by Sections 10.05, 10.15 and 10.16 and Article IX
as if it were a Lender, (b) such ABL Secured Treasury Services Agreement is designated in a writing from the Borrower to the Administrative
Agent as an “ABL Pari Passu Treasury Services Agreement” and (c) immediately after entering into any ABL Pari Passu
Treasury Services Agreement, the aggregate outstanding amount of Total Outstandings shall not exceed the Line Cap at such time
(after giving effect to any adjustment to Reserves reflecting such ABL Pari Passu Treasury Services Agreement). “ABL Priority
Collateral” has the meaning assigned to such term in the Term Loan Intercreditor Agreement. “ABL Secured Hedge Agreement”
means an ABL Pari Passu Hedge Agreement or an ABL Last-Out Hedge Agreement, as the context may require. - 3-




 





    	 



    	 



    

 

 





“ABL Secured Treasury Services
Agreement” means an ABL Pari Passu Treasury Services Agreement or an ABL Last-Out Treasury Services Agreement. “Account”
means, individually and collectively, any “Account” referred to in the Security Agreement. “Account Debtor”
means any Person obligated on an Account. “Account Reserves” means any and all reserves which the Administrative Agent
deems necessary, in its Permitted Discretion, to maintain (including, without limitation, Dilution Reserves, reserves for rebates,
discounts, warranty claims and inventory returns and reserves for Permitted Liens on Eligible Accounts ranking prior to the Lien
of the Administrative Agent for the benefit of the Secured Parties) with respect to the Eligible Accounts. The Administrative
Agent may, from time to time, in its Permitted Discretion, adjust Account Reserves used in computing the Borrowing Base upon not
less than three (3) Business Days’ prior written notice to the Borrower (during which period the Administrative Agent shall
be available to discuss any such proposed adjustments with the Borrower during normal business hours upon reasonable notice).
“Acquired Business” means the Business (as defined in the Acquisition Agreement (as in effect on December 20, 2011)).
“Acquired Business Annual Financial Statements” means the audited statements of net assets to be sold of the Acquired
Business as of December 31, 2010, 2009 and 2008, and related statements of revenues and direct operating expenses of the Acquired
Business for the fiscal years then ended. “Acquired Business Unaudited Financial Statements” means the unaudited statements
of net assets to be sold and related statements of revenues and direct operating expenses of the Acquired Business for the nine
month period ended September 30, 2011 and the prior comparative period. “Acquisition” has the meaning specified in
the preliminary statements to this Agreement. “Acquisition Agreement” has the meaning specified in the preliminary
statements to this Agreement. “Additional Lender” has the meaning set forth in Section 2.14(c). “Adjustment
Date” has the meaning set forth in the definition of “Applicable Rate.” “Administrative Agent” means
Citi, in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. “Administrative
Agent’s Office” means the Administrative Agent’s address and account as set forth on Schedule 10.02, or such
other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders. “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. “Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or
indirectly, of the power to direct or cause the - 4-




 





    	 



    	 



    

 

 





direction of the
management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling”
and “Controlled” have meanings correlative thereto. “Agent Parties” has the meaning set forth in Section
10.02(b). “Agent-Related Persons” means the Agents, together with their respective Affiliates, officers, directors,
employees, partners, agents, advisors and other representatives. “Agents” means, collectively, the Administrative
Agent, the Syndication Agent, the Documentation Agent, the Arrangers and the Bookrunners. “Aggregate Commitments”
means the Commitments of all the Lenders. “Agreement” means this Credit Agreement, as amended by Amendment No. 1,
Amendment No. 2, Amendment No. 3.3, Amendment No. 4, Amendment No. 55, Amendment No. 6 and Amendment No. 6,7, and as the same
may be amended, supplemented or otherwise modified from time to time. “All-In Yield” means, as to any Indebtedness,
the yield thereof, whether in the form of interest rate, margin, OID, upfront fees, Eurocurrency Rate or Base Rate floors or otherwise;
provided that OID and upfront fees shall be equated to interest rate assuming a 4 year life to maturity (or, if less, the stated
life to maturity at the time of its incurrence of the applicable Indebtedness); provided, further, that “All-In Yield”
shall not include arrangement fees, structuring fees, commitment fees, underwriting fees or other fees not paid to all Lenders
of such Indebtedness. “Amendment No. 2” means that certain Incremental Amendment to this Agreement dated as of June
11, 2013. “Amendment No. 2 Effective Date” means June 11, 2013. “Amendment No. 3” means Amendment No.
3 to this Agreement dated as of September 3, 2014. “Amendment No. 4” means Amendment No. 4 to this Agreement dated
as of June 9, 2015. “Amendment No. 4 Effective Date” means June 9, 2015, the date which all conditions precedent set
forth in Section 2 of Amendment No. 4 are satisfied. “Amendment No. 5” means Amendment No. 5 to this Agreement dated
as of February 4, 2016. “Amendment No. 5 Effective Date” means February 4, 2016. “Amendment No. 6” means
Amendment No. 6 to this Agreement dated as of January 26, 2017. “Amendment No. 6 Arrangers” means Barclays Bank PLC
and Citigroup Global Markets Inc, each in its capacity as a joint lead arranger and bookrunner for Amendment No. 6. “Amendment
No. 6 Effective Date” means January 26, 2017. “Amendment No. 7” means Amendment No. 7 to this Agreement dated
as of December 11, 2019. - 5-




 





    	 



    	 



    

 

 





“Amendment
No. 7 Effective Date” means December 11, 2019, the date which all conditions precedent set forth in Section 2 of Amendment
No. 7 are satisfied. “Applicable ECF Percentage” means, for any Excess Cash Flow Period, (a) 50% if the Consolidated
First Lien Net Leverage Ratio as of the last day of such Excess Cash Flow Period is greater than 3.00:1.00, (b) 25% if the Consolidated
First Lien Net Leverage Ratio as of the last day of such Excess Cash Flow Period is less than or equal to 3.00:1.00 and greater
than 2.50:1.00 and (c) 0% is the Consolidated First Lien Net Leverage Ratio as of the last day of such Excess Cash Flow Period
is less than or equal to 2.50:1.00. “Applicable Rate” means: (a) from and after the Amendment No. 67 Effective Date
until (but excluding) AprilJanuary 1, 2017,2020, the percentages set forth in Level I of the pricing grid below; and (b) on the
first day of each fiscal quarter of the Borrower thereafter (each, an “Adjustment Date”), commencing with the fiscal
quarter of the Borrower beginning on AprilJanuary 1, 2017,2020, the Applicable Rate shall be determined from the pricing grid
below based upon average daily Excess Availability for the most recently ended three-month period (or, in the case of the fiscal
quarter beginning on January 1, 2017, the period from the Amendment No. 4 Effective Date until March 31, 2017) immediately preceding
such Adjustment Date, as calculated by the Administrative Agent as of the last day of such three-month period. Applicable Rate
; provided that if a Borrowing Base Certificate is not delivered when due pursuant to Section 6.02(f), Level III shall apply until
such time as such Borrowing Base Certificate is so delivered; provided, further, that, for the avoidance of doubt, for the purposes
of determining any amounts hereunder accruing or attributable to periods prior to the Amendment No. 67 Effective Date, such amounts
shall be calculated by reference to the Applicable Rate as in effect prior to the Amendment No. 67 Effective Date. “Appropriate
Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters
of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit Lenders and (c) with respect to the Swing Line Facility,
(i) the relevant Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving
Credit Lenders. - 6-Level Average Daily Excess Availability Eurocurrency Rate and Letter of Credit Fee Applicable Rate Base Rate
I Greater than 66.67% of Aggregate Commitments 1.251.00% 0.250.00% II Less than or equal to 66.67% of Aggregate Commitments but
greater than 33.33% of Aggregate Commitments 1.501.25% 0.500.25% III Less than or equal to 33.33% of Aggregate Commitments 1.751.50%
0.750.50%




 





    	 



    	 



    

 

 





“Approved Bank” has the meaning set forth in clause
(c) of the definition of “Cash Equivalents.” “Approved Fund” means, with respect to any Lender, any Fund
that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
that administers, advises or manages a Lender. “Arrangers” means Citigroup Global Markets Inc., Barclays Bank PLC,
Morgan Stanley Senior Funding, Inc. and RBC Capital Markets, each in its capacity as a joint lead arranger under this Agreement.
“Assignees” has the meaning set forth in Section 10.07(b). “Assignment and Assumption” means an Assignment
and Assumption substantially in the form of Exhibit E hereto. “Assignment Taxes” has the meaning set forth in Section
3.01(b). “Attorney Costs” means and includes all reasonable and documented fees, expenses and disbursements of any
law firm or other external legal counsel. “Attributable Indebtedness” means, on any date, in respect of any Capitalized
Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date
in accordance with GAAP. “Auto-Extension Letter of Credit” has the meaning set forth in Section 2.03(b)(iii). “Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution. “Bail-In Legislation” means, with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing
law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “Base Rate”
means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate
of interest in effect for such day as publicly announced from time to time by Citi as its “prime rate” and (c) the
Eurocurrency Rate plus 1.00% (or, if such day is not a Business Day, the immediately preceding Business Day). The “prime
rate” is a rate set by Citi based upon various factors including Citi’s costs and desired return, general economic
conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below
such announced rate. Any change in such rate announced by Citi shall take effect at the opening of business on the day specified
in the public announcement of such change. “Base Rate Loan” means a Loan that bears interest based on the Base Rate.
“Beneficial Ownership Certification” means a certification regarding individual beneficial ownership solely to the
extent expressly required by the Beneficial Ownership Regulation. “Beneficial Ownership Regulation” means 31 C.F.R.
§ 1010.230. - 7-




 





    	 



    	 



    

 

 





“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”. “BHC Act Affiliate” has the meaning specified in Section 10.22. “Blocked Account”
means any DDA subject to a Blocked Account Agreement. “Blocked Account Agreement” has the meaning provided in Section
6.19(d)(ii)(B). “Bookrunner” means each of Citigroup Global Markets Inc., Barclays Bank PLC, Morgan Stanley Senior
Funding, Inc. and RBC Capital Markets, each in its capacity as a joint bookrunner. “Borrower” has the meaning specified
in the introductory paragraph to this Agreement. “Borrower Materials” has the meaning specified in Section 6.01. “Borrower
Reports” has the meaning specified in Section 9.13(b). “Borrowing” means a Revolving Credit Borrowing or a Swing
Line Borrowing, as the context may require. “Borrowing Base” means, at any time, the sum of (a) the product of 85%
multiplied by the face amount of the Eligible Accounts at such time, plus (b) the lesser of (i) the product of 85% multiplied
by the Eligible Inventory at such time, valued at the lower of cost or market value, determined on a first-in-first-out basis
and (ii) the product of 85% multiplied by the Net Orderly Liquidation Value identified in the most recent inventory appraisal
ordered by the Administrative Agent multiplied by Eligible Inventory, valued at the lower of cost or market value, determined
on a first-in-first-out basis, at such time, minus (c) Reserves. For the avoidance of doubt, until the Administrative Agent shall
have received appraisals of the Borrower’s and the Subsidiary Guarantors’ Inventory from an appraiser selected and
engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative Agent (such appraisals and updates
to include, without limitation, information required by applicable law and regulations), Inventory shall not be included in the
Borrowing Base; provided that, notwithstanding Section 7.02(i) of this Agreement or anything to the contrary in this definition
of “Borrowing Base” or the definition of “Collateral and Guarantee Requirement,” during the C.B. Fleet
Acquisition Period, the components for clauses (a) and (b) of this definition of “Borrowing Base,” with respect to,
and consisting of, Accounts (in the case of clause (a)) or Inventory (in the case of clause (b)), in each case, attributable to
the C.B. Fleet Business, shall be calculated as the product of 50% multiplied by the face amount of Accounts at such time (in
the case of clause (a)) or multiplied by Inventory valued at cost value at such time (in the case of clause (b)), in each case,
as calculated by the Borrower in good faith; provided, further, such deemed amounts attributable to the Accounts and Inventory
of the C.B. Fleet Business shall not exceed $25,000,000, in the aggregate. The Borrowing Base at any time shall be the Borrowing
Base as reflected on the Borrowing Base Certificate most recently delivered to the Administrative Agent; provided that such Borrowing
Base shall be reduced by Reserves maintained by the Administrative Agent in accordance with the definition of the term “Reserves”;
provided, further, that, in addition, the Administrative Agent may from time to time review and upon not less than three (3) Business
Days’ prior written notice (except as otherwise provided in the definition of “Reserves”) to the Borrower (during
which period the Administrative Agent shall be available to discuss any such proposed adjustments with the Borrower during normal
business hours upon reasonable notice) adjust any - 8-


 





    	 



    	 



    

 

 





calculation of the
Borrowing Base on such Borrowing Base Certificate to the extent the calculation is not made in accordance with this Agreement.
“Borrowing Base Certificate” means a certificate, duly completed and signed by a Responsible Officer of the Borrower,
in the form of Exhibit O, or such other form which is acceptable to the Administrative Agent in its reasonable discretion. “BSPA
Assignment” has the meaning specified in the preliminary statements to this Agreement. “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are
in fact closed in, the State of New York and, if such day relates to any Eurocurrency Rate Loan, means any such day that is also
a London Banking Day. “Canadian Dollar” means lawful money of Canada. “Capital Expenditures” means, for
any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all
amounts expended or capitalized under Capitalized Leases) by the Borrower and its Restricted Subsidiaries during such period that,
in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows
of the Borrower and its Restricted Subsidiaries. “Capitalized Lease Obligation” means, at the time any determination
thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be
capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.
“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized
leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof
accounted for as a liability in accordance with GAAP. “Capitalized Software Expenditures” means, for any period, the
aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries
during such period in respect of purchased software or internally developed software and software enhancements that, in conformity
with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of the Borrower and the
Restricted Subsidiaries. “Cash Collateral” has the meaning specified in Section 2.03(g). “Cash Collateral Account”
means a blocked account at Citi (or another commercial bank selected by the Administrative Agent) in the name of the Administrative
Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory
to the Administrative Agent. “Cash Collateralize” has the meaning specified in Section 2.03(g). “Cash Dominion
Period” means (i) each Minimum Availability Period, (ii) each period during which an Event of Default under Section 8.01(a)
or (f) shall have occurred and is continuing or (iii) each period commencing on the later of (A) the occurrence of an Event of
Default under (x) Section 8.01(e) or (y) Section 8.01(c) (but in the case of Section 8.01(c), solely to the extent resulting from
a breach of Section 6.01(a), 6.01(b), 6.02(f), 6.16, 6.17 or 6.18) or (z) Section 8.01(d) (but solely to the extent that - 9-




 





    	 



    	 



    

 

 





such representation
or warranty relates to a Borrowing Base Certificate delivered pursuant to Section 6.02(f)) and (B) the date on which the Administrative
Agent or the Required Lenders have provided written notice to the Borrower of an election to commence a Cash Dominion Period as
a result of such Event of Default, and ending on the date on which such Event of Default has been cured or waived. “Cash
Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any Restricted Subsidiary:
(a) Dollars, pounds sterling, euros or Canadian Dollars; (b) readily marketable obligations issued or directly and fully guaranteed
or insured by the government or any agency or instrumentality of the United States or the United Kingdom having average maturities
of not more than 24 months from the date of acquisition thereof; provided that the full faith and credit of the United States
or the United Kingdom, as applicable, is pledged in support thereof; (c) time deposits or eurodollar time deposits with, insured
certificates of deposit, bankers’ acceptances or overnight bank deposits of, or letters of credit issued by, any commercial
bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof, the District of Columbia
or any member nation of the Organization for Economic Cooperation and Development or is the principal banking Subsidiary of a
bank holding company organized under the Laws of the United States, any state thereof, the District of Columbia or any member
nation of the Organization for Economic Cooperation and Development and is a member of the Federal Reserve System, and (B) has
combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved
Bank”), in each case with maturities not exceeding 24 months from the date of acquisition thereof; (d) commercial paper
and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note
issued by, or guaranteed by, a corporation (other than structured investment vehicles and other than corporations used in structured
financing transactions) rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better
by Moody’s, in each case with average maturities of not more than 24 months from the date of acquisition thereof; (e) marketable
short-term money market and similar funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively
(or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally
recognized statistical rating agency selected by the Borrower); (f) repurchase obligations for underlying securities of the types
described in clauses (b), (c) and (e) above entered into with any Approved Bank; (g) securities with average maturities of 24
months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States,
by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having
an investment grade rating from either S&P or Moody’s (or the equivalent thereof); (h) Investments (other than in structured
investment vehicles and structured financing transactions) with average maturities of 12 months or less from the date of acquisition
- 10-




 





    	 



    	 



    

 

 





in money market
funds rated AAA-(or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;
(i) securities with maturities of 12 months or less from the date of acquisition backed by standby letters of credit issued by
any Approved Bank; (j) instruments equivalent to those referred to in clauses (a) through (i) above denominated in euros or any
other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations
for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with
any business conducted by any Restricted Subsidiary organized in such jurisdiction; (k) Investments, classified in accordance
with GAAP as Current Assets of the Borrower or any Restricted Subsidiary, in money market investment programs which are registered
under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000,
and, in either case, the portfolios of which are limited such that substantially all of such Investments are of the character,
quality and maturity described in clauses (a) through (i) of this definition; and (l) investment funds investing at least 95%
of their assets in securities of the types described in clauses (a) through (k) above. “Cash Management Bank” has
the meaning provided in the definition of “ABL Pari Passu Treasury Services Agreement”. “Cash Management Obligations”
means obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank in respect of any overdraft and
related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers of
funds. “Cash Management System” has the meaning provided in Section 6.19(d)(ii). “Casualty Event” means
any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation
awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such
equipment, fixed assets or real property. “C.B. Fleet Acquisition” means the merger of C.B. Fleet Merger Sub with
and into C.B. Fleet Topco, with C.B. Fleet Topco as the surviving limited liability company in such merger and as a result of
which C.B. Fleet Topco shall become an indirect wholly owned Subsidiary of Borrower. “C.B. Fleet Acquisition Agreement”
means that certain Agreement and Plan of Merger, dated as of December 21, 2016, by and among Medtech Products, Inc., a Delaware
corporation and a wholly owned Subsidiary of Borrower (“C.B. Fleet Buyer”), AETAGE LLC, a Delaware limited liability
company and a direct wholly-owned subsidiary of C.B. Fleet Buyer (“C.B. Fleet Merger Sub”), C.B. Fleet TopCo, and
Gryphon Partners 3.5, L.P., a Delaware limited partnership, solely in its capacity as the Sellers’ Representative (as defined
in such Agreement and Plan of Merger). “C.B. Fleet Acquisition” means the merger of C.B. Fleet Merger Sub with and
into C.B. Fleet Topco, with C.B. Fleet Topco as the surviving limited liability company in such merger and as a result of which
C.B. Fleet Topco shall become an indirect wholly owned Subsidiary of Borrower. - 11-




 





    	 



    	 



    

 

 





C.B. Fleet Acquisition
Period” shall mean the period commencing upon the Amendment No. 6 Effective Date and terminating upon the earliest of (i)
the date that is 60 calendar days following the Amendment No. 6 Effective Date and (ii) the date upon which a field examination
(and, if required by the Administrative Agent, an appraisal) with respect to the Accounts and the Inventory of the C.B. Fleet
Business (subject to satisfaction of the Collateral and Guarantee Requirement with respect to such Accounts and Inventory) has
been completed to the satisfaction of the Administrative Agent in its reasonable discretion and such Accounts and Inventory have,
in accordance with the terms set forth herein, been included in the Borrowing Base, including the establishment of Reserves with
respect thereto as may be required in the Administrative Agent’s Permitted Discretion. “C.B. Fleet Business”
means the business of C.B. Fleet Topco and its Subsidiaries. “C.B. Fleet Buyer” has the meaning assigned thereto in
the definition of “C.B. Fleet Acquisition Agreement.” “C.B. Fleet Merger Sub” has the meaning assigned
thereto in the definition of “C.B. Fleet Acquisition Agreement.” “C.B. Fleet TopCo” means C.B. Fleet TopCo,
LLC, a Delaware limited liability company. “CFC” means a “controlled foreign corporation” within the meaning
of Section 957 of the Code. “Citi” means Citibank, N.A., a national banking association, acting in its individual
capacity, and its successors and assigns. “Change of Control” shall be deemed to occur if: (a) (i) any person or “group”
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date, but excluding any employee
benefit plan of such person and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary
or administrator of any such plan), shall have, directly or indirectly, acquired beneficial ownership of Equity Interests representing
35% or more of the aggregate voting power represented by the issued and outstanding Equity Interests of Holdings or (ii) during
each period of twelve consecutive months, individuals who, at the beginning of such period, constituted the board of directors
(or similar governing body) of Holdings (together with any directors whose election by the board of directors of Holdings or whose
nomination for election by the members of Holdings was approved by a vote of at least a majority of the directors (or members
of a similar governing body) then still in office who either were directors at the beginning of such period or whose elections
or nomination for election was previously so approved) cease for any reason other than death or disability to constitute a majority
of the directors (or members of a similar governing body) then in office; (b) a “change of control” (or similar event)
shall occur in any document pertaining to the Term Loan Credit Agreement, the 2021 Notes or the 2024 Notes or, in each case, any
Permitted Refinancing thereof with an aggregate outstanding principal amount in excess of the Threshold Amount; or (c) Holdings
shall cease to own 100% of the Equity Interests of the Borrower. “Citi” means Citibank, N.A., a national banking association,
acting in its individual capacity, and its successors and assigns. - 12-




 





    	 



    	 



    

 

 





“Class”
(a) when used with respect to any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular
Class of Loans or Commitments, (b) when used with respect to Commitments, refers to whether such Commitments are Revolving Credit
Commitments, Incremental Revolving Credit Commitments or Extended Revolving Credit Commitments of a given Revolver Extension Series
and (c) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing,
are Revolving Credit Loans, Incremental Revolving Loans or Revolving Credit Loans under Extended Revolving Credit Commitments
of a given Revolver Extension Series. Revolving Credit Commitments and Extended Revolving Credit Commitments (and in each case,
the Loans made pursuant to such Commitments) that have different terms and conditions shall be construed to be in different Classes.
Commitments (and, in each case, the Loans made pursuant to such Commitments) that have the same terms and conditions shall be
construed to be in the same Class. “Closing Date” means January 31, 2012. “Code” means the U.S. Internal
Revenue Code of 1986, and the United States Treasury Department regulations promulgated thereunder, as amended from time to time.
“Coface Insurance Policy” means the credit and political risk insurance provided by Coface North America insuring
certain Accounts of the Borrower and its Subsidiaries against payment default. “Collateral” means the “Collateral”
as defined in the Security Agreement and all the “Collateral” or “Pledged Assets” or similar term as defined
in any other Collateral Document and any other assets pledged pursuant to any Collateral Document. “Collateral Access Agreement”
means any landlord waiver or other agreement, in form and substance reasonably satisfactory to the Administrative Agent, between
the Administrative Agent and any third party (including any bailee, consignee, customs broker, or other similar Person) in possession
of any ABL Priority Collateral or any landlord of any Loan Party for any real property where any ABL Priority Collateral is located,
which agreement or letter shall provide access rights, contain a waiver or subordination of all Liens or claims that the landlord,
bailee or consignee may assert against the ABL Priority Collateral at that location, as such landlord waiver or other agreement
may be amended, restated, or otherwise modified from time to time. “Collateral and Guarantee Requirement” means, at
any time, the requirement that: (a) the Administrative Agent shall have received each Collateral Document required to be delivered
(i) on the Closing Date, pursuant to Section 4.01(a)(iv) and (ii) at such time as may be designated therein, pursuant to the Collateral
Documents, Section 6.11, 6.13 or 6.19, subject, in each case, to the limitations and exceptions of this Agreement, duly executed
by each Loan Party thereto; (b) all Obligations shall have been unconditionally guaranteed by Holdings and each Restricted Subsidiary
of the Borrower that is a wholly owned Material Domestic Subsidiary (other than any Excluded Subsidiary) including those that
are listed on Schedule I hereto (each, a “Guarantor”); provided that, in addition, notwithstanding anything to the
contrary contained in this Agreement, any Subsidiary of the Borrower that is an obligor under the 2021 Notes, the 2024 Notes,
any Indebtedness under Section 7.03(s) or (x) or any Junior Financing shall be a Guarantor hereunder for so long as it is an obligor
under such Indebtedness; (c) the Obligations and the Guaranty shall have been secured by a security interest (subject to Liens
permitted by Section 7.01) in (i) all the Equity Interests of the Borrower and (ii) - 13-




 





    	 



    	 



    

 

 





all Equity Interests
of each Restricted Subsidiary that is a wholly owned Domestic Subsidiary (other than a Domestic Subsidiary described in the following
clause (iii)(A) or that has no material assets other than Equity Interests (including any Indebtedness treated as equity for U.S.
federal income tax purposes) of one or more Foreign Subsidiaries (other than Material Foreign Subsidiaries) that are CFCs) that
is directly owned by the Borrower or any Subsidiary Guarantor and (iii) 65% of the issued and outstanding Equity Interests of
(A) each Restricted Subsidiary that is a wholly owned Domestic Subsidiary that is directly owned by the Borrower or by any Subsidiary
Guarantor and that has no material assets other than Equity Interests (including any Indebtedness treated as equity for U.S. federal
income tax purposes) of one or more Material Foreign Subsidiaries that are CFCs and (B) each Restricted Subsidiary that is a wholly
owned Material Foreign Subsidiary that is directly owned by the Borrower or by any Subsidiary Guarantor; (d) except to the extent
otherwise provided hereunder, including subject to Liens permitted by Section 7.01, or under any Collateral Document, the Obligations
and the Guaranty shall have been secured by a perfected security interest (to the extent such security interest may be perfected
by delivering certificated securities or instruments, filing financing statements under the Uniform Commercial Code or making
any necessary filings with the United States Patent and Trademark Office or United States Copyright Office or, in the circumstances
contemplated by Section 6.19, the entry into any control agreement required under the Security Agreement or any Blocked Account
Agreement, or to the extent required in the Security Agreement (or any other Collateral Document) or by Mortgages referred to
in clause (e) below) in substantially all tangible and intangible assets of the Borrower and each Guarantor (including, but not
limited to, accounts, inventory, equipment, investment property, contract rights, applications and registrations of IP Rights
filed in the United States, other general intangibles, Material Real Property and proceeds of the foregoing), in each case, with
the priority required by the Collateral Documents, in each case subject to exceptions and limitations otherwise set forth in this
Agreement and the Collateral Documents; and (e) the Administrative Agent shall have received (i) counterparts of a Mortgage with
respect to each Material Real Property required to be delivered pursuant to Section 6.11 and Section 6.13 (the “Mortgaged
Properties”) duly executed and delivered by the applicable Loan Party, (ii) a title insurance policy for each Mortgaged
Property available in each applicable jurisdiction (the “Mortgage Policies”) insuring the Lien of each such Mortgage
as a valid first priority (except as otherwise provided in the Term Loan Intercreditor Agreement) Lien on the property described
therein, free of any other Liens except as expressly permitted by Section 7.01, together with such endorsements, coinsurance and
reinsurance and in such amounts as the Administrative Agent may reasonably request, (iii) a completed Life-of-Loan Federal Emergency
Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special
flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and
if any improvements on any Mortgaged Property are located within an area designated a “flood hazard area,” evidence
of such flood insurance as may be required under Section 6.07, (iv) ALTA surveys in form and substance reasonably acceptable to
the Administrative Agent or such existing surveys together with no-change affidavits sufficient for the title company to remove
all standard survey exceptions from the Mortgage Policies and issue the endorsements required in (ii) above, (v) copies of any
existing abstracts and appraisals and (vi) such legal opinions and other documents as the Administrative Agent may reasonably
request with respect to any such Mortgaged Property; - 14-




 





    	 



    	 



    

 

 





provided, however,
that the foregoing definition shall not require and the Loan Documents shall not contain any requirements as to the creation or
perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance, surveys, abstracts or appraisals
or taking other actions with respect to any Excluded Assets. The Administrative Agent may grant extensions of time for the perfection
of security interests in, or the delivery of the Mortgages and the obtaining of title insurance and surveys with respect to, particular
assets and the delivery of assets (including extensions beyond the Closing Date for the perfection of security interests in the
assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot
be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement
or the Collateral Documents. Other than as contemplated by clause (k) of the definition of “Eligible Accounts” or
clause (g) of the definition of “Eligible Inventory,” no actions in any non-U.S. jurisdiction or required by the Laws
of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located, titled, registered
or filed outside of the U.S. or to perfect such security interests (it being understood that, other than as contemplated by clause
(k) of the definition of “Eligible Accounts” or clause (g) of the definition of “Eligible Inventory,”
there shall be no security agreements or pledge agreements governed under the Laws of any non-U.S. jurisdiction). “Collateral
Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, the Mortgages, Security
Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent
pursuant to Section 4.01(a)(iv), Section 6.11 or Section 6.13, the Term Loan Intercreditor Agreement and each of the other agreements,
instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the
Secured Parties. “Commitment” means a Revolving Credit Commitment, Incremental Revolving Credit Commitment or Extended
Revolving Credit Commitment of a given Revolver Extension Series, as the context may require. “Commitment Fee Rate”
means: (a) from and after the Amendment No. 4 Effective Date until (but excluding) July 1, 2015, the percentages set forth in
Pricing Level II of the grid below; and (b) on each Adjustment Date commencing with the Adjustment Date on July 1, 2015, the Commitment
Fee Rate shall be determined from the percentage per annum set forth in the grid below (on the basis of actual days elapsed in
a 360-day year), in each case, based upon the average daily balance of the Unused Commitment for the most recently ended three-month
period (or relevant period with respect to the payment being made on the Maturity Date) immediately preceding such Adjustment
Date, as calculated by the Administrative Agent as of the last day of such three month period: - 15-Pricing Level Average Daily
Balance of Unused Commitment Unused Fee I Less than 50% of Aggregate Commitments 0.250% II Greater than or equal to 50% 0.375%




 





    	 



    	 



    

 

 





; provided that
if a Borrowing Base Certificate is not delivered when due pursuant to Section 6.02(f), Pricing Level II shall apply until such
time as such Borrowing Base Certificate is so delivered; provided further 0.250%; provided that, for the avoidance of doubt, for
the purposes of determining any amounts hereunder accruing or attributable to periods prior to the Amendment No. 47 Effective
Date, such amounts shall be calculated by reference to the Commitment Fee Rate as in effect prior to the Amendment No. 47 Effective
Date. “Committed Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other,
or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in
the form of Exhibit A hereto. “Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. Section 1 et seq.),
as amended from time to time, and any successor statute. “Company Annual Financial Statements” means the audited consolidated
balance sheets of Holdings as of March 31, 2011, 2010 and 2009, and the related consolidated statements of income, changes in
equity and cash flows for Holdings for the fiscal years then ended. “Company Quarterly Financial Statements” means
the unaudited consolidated balance sheets and related consolidated statements of income, changes in equity and cash flows of Holdings
for the most recent fiscal quarters (other than the fourth fiscal quarter of Holdings’ fiscal year) after the date of the
balance sheet contained in the Company Annual Financial Statements and ended at least forty-five (45) days prior to the Closing
Date. “Compensation Period” has the meaning set forth in Section 2.12(c)(ii). “Compliance Certificate”
means a certificate substantially in the form of Exhibit D-1 hereto. “Concentration Account” has the meaning provided
in Section 6.19(d)(ii)(A). “Concentration Account Control Agreement” has the meaning provided in Section 6.19(d)(ii)(B).
“Confidential Disclosure Letter” means the letter from the Borrower to the Lenders delivered on or prior to the date
hereof. “Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus: (a) without
duplication and, except with respect to clauses (viii) and (x) below, to the extent deducted (and not added back or excluded)
in arriving at such Consolidated Net Income, the sum of the following amounts for such period with respect to the Borrower and
its Restricted Subsidiaries: (i) total interest expense determined in accordance with GAAP and, to the extent not reflected in
such total interest expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of
hedging interest rate risk, net of interest income and gains on such hedging obligations, and costs of surety bonds in connection
with financing activities (whether amortized or immediately expensed), (ii) provision for taxes based on income, profits or capital
gains of the Borrower and the Restricted Subsidiaries, including, without limitation, federal, state, - 16-




 





    	 



    	 



    

 

 





franchise and similar
taxes and foreign withholding taxes paid or accrued during such period including penalties and interest related to such taxes
or arising from any tax examinations, (iii) depreciation and amortization (including amortization of intangible assets, including
Capitalized Software Expenditures), (iv) (A) duplicative running costs, relocation costs or expenses, integration costs, transition
costs, pre-opening, opening and consolidation costs for facilities, signing, retention and completion bonuses, costs incurred
in connection with any strategic initiatives, costs incurred in connection with acquisitions and non-recurring product and intellectual
property development, other business optimization expenses (including costs and expenses relating to business optimization programs
and new systems design, retention charges, systems establishment costs and implementation costs), project start-up costs, severance
and other restructuring charges representing cash items (including restructuring costs related to acquisitions and to closure
of facilities, and excess pension charges), (B) earn-out and contingent consideration obligations (including to the extent accounted
for as bonuses or otherwise) and adjustments thereof and purchase price adjustments, in each case in connection with acquisitions,
and (C) Transaction Expenses, (v) the amount of any expense or reduction of Consolidated Net Income consisting of Restricted Subsidiary
income attributable to minority interests or non-controlling interests of third parties in any non-wholly owned Restricted Subsidiary,
(vi) [Reserved], (vii) any Equity Funded Employee Plan Costs, (viii) (i) cost savings, operating expense reductions and synergies
related to the Transactions that are reasonably identifiable and factually supportable and projected by the Borrower in good faith
to result from actions that have been taken or with respect to which substantial steps have been taken or are expected to be taken
(in the good faith determination of the Borrower) within 18 months after the Closing Date (calculated on a pro forma basis as
though such cost savings, operating expense reductions and synergies had been realized on the first day of such period and as
if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) and (ii) cost
savings, operating expense reductions and synergies related to mergers and other business combinations, acquisitions, divestitures,
restructurings, cost savings initiatives and other similar initiatives and actions that are reasonably identifiable and factually
supportable and projected by the Borrower in good faith to result from actions that have been taken or with respect to which substantial
steps have been taken or are expected to be taken (in the good faith determination of the Borrower) (A) within 18 months after
a merger or other business combination, acquisition or divestiture is consummated or (B) within 12 months in the case of any other
restructuring, cost savings initiative or other initiative or action (calculated on a pro forma basis as though such cost savings,
operating expense reductions and synergies had been realized on the first day of such period and as if such cost savings, operating
expense reductions and synergies were - 17-




 





    	 



    	 



    

 

 





realized during
the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided that
no cost savings, operating expense reductions and synergies shall be added pursuant to this clause (viii) to the extent duplicative
of any expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such
period, (ix) any net loss from discontinued operations, (x) cash receipts (or any netting arrangements resulting in reduced cash
expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating
to such income were deducted in the calculation of Consolidated EBITDA pursuant to paragraph (b) below for any previous period
and not added back, (xi) non-cash expenses, charges and losses (including reserves, impairment charges or asset write-offs, losses
from investments recorded using the equity method, stock-based awards compensation expense), in each case other than (A) any non-cash
charge representing amortization of a prepaid cash item that was paid and not expensed in a prior period and (B) any non-cash
charge relating to write-offs, write-downs or reserves with respect to accounts receivable in the normal course or inventory;
provided that if any non-cash charges referred to in this clause (xi) represents an accrual or reserve for potential cash items
in any future period, (1) the Borrower may elect not to add back such non-cash charge in the current period and (2) to the extent
the Borrower elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted
from Consolidated EBITDA in such future period to such extent paid, less (b) without duplication and to the extent included in
arriving at such Consolidated Net Income, (i) non-cash gains (excluding any non-cash gain to the extent it represents the reversal
of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period), (ii) any net gain from
discontinued operations and (iii) the amount of any minority interest income consisting of Restricted Subsidiary losses attributable
to minority interests or non-controlling interests of third parties in any non-wholly owned Restricted Subsidiary; provided that,
for the avoidance of doubt, any gain representing the reversal of any non-cash charge referred to in clause (a)(xi)(B) above for
a prior period shall be added (together with, without duplication, any amounts received in respect thereof to the extent not increasing
Consolidated Net Income) to Consolidated EBITDA in any subsequent period to such extent so reversed (or received); provided that:
(A) to the extent included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA (x) currency
translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain (i) resulting
from Swap Contracts for currency exchange risk and (ii) resulting from intercompany indebtedness) and (y) all other foreign currency
translation gains or losses to the extent such gains or losses are non-cash items, (B) to the extent included in Consolidated
Net Income, there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application
of FASB Accounting Standards Codification 815 and International Accounting Standard No. 39 and their respective related pronouncements
and interpretations, - 18-




 





    	 



    	 



    

 

 





(C) to the extent
included in Consolidated Net Income, there shall be excluded in determining Consolidated EBITDA for any period any income (loss)
for such period attributable to the early extinguishment of (i) Indebtedness, (ii) obligations under any Swap Contracts or (iii)
other derivative instruments. Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated
EBITDA under this Agreement for any period that includes any of the fiscal quarters ended March 31, 2011, June 30, 2011 and September
30, 2011, Consolidated EBITDA for such fiscal quarters shall be $50,883,000, $57,045,000 and $59,031,000, respectively, in each
case, as may be subject to addbacks and adjustments (without duplication) pursuant to clauses (iv)(A) and (viii) above and Section
1.09(c) for the applicable Test Period. For the avoidance of doubt, Consolidated EBITDA shall be calculated, including pro forma
adjustments, in accordance with Section 1.09. “Consolidated First Lien Net Debt” means, as of any date of determination,
any Indebtedness described in clause (a) of the definition of “Consolidated Total Net Debt” outstanding on such date
that is secured by a Lien on any asset or property of the Borrower or any Restricted Subsidiary but excluding any such Indebtedness
(other than Fixed Asset Obligations) in which the applicable Liens are expressly subordinated or junior to the Liens securing
the Obligations minus the aggregate amount of cash and Cash Equivalents (other than Restricted Cash), in each case, included on
the consolidated balance sheet of the Borrower and the Restricted Subsidiaries as of such date, free and clear of all Liens (other
than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), Section 7.01(p), Section 7.01(q), clauses
(i) and (ii) of Section 7.01(r), and Section 7.01(hh) (to the extent related to Indebtedness incurred under Section 7.03(s) (only
to the extent the Obligations are secured by such cash and Cash Equivalents)); provided that Consolidated First Lien Net Debt
shall not include Indebtedness in respect of (i) letters of credit, except to the extent of unreimbursed amounts thereunder; provided
that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated First Lien Net Debt until
3 Business Days after such amount is drawn and (ii) Unrestricted Subsidiaries; it being understood, for the avoidance of doubt,
that obligations under Swap Contracts do not constitute Consolidated First Lien Net Debt. “Consolidated First Lien Net Leverage
Ratio” means, with respect to any Test Period or any other period of four consecutive fiscal quarters specified in this
Agreement, the ratio of (a) Consolidated First Lien Net Debt as of the last day of such Test Period or four consecutive fiscal
quarter period to (b) Consolidated EBITDA for such Test Period or four consecutive fiscal quarter period. “Consolidated
Fixed Charge Coverage Ratio” means the ratio, for any Test Period, of (a) Consolidated EBITDA for such Test Period minus
the unfinanced portion of Capital Expenditures made by the Borrower and the Restricted Subsidiaries during such Test Period to
(b) Consolidated Fixed Charges for such Test Period, all calculated for the Borrower and the Restricted Subsidiaries on a consolidated
basis. “Consolidated Fixed Charges” means, with reference to any Test Period, without duplication, Consolidated Interest
Expense paid during such Test Period plus expense for taxes (plus, without duplication, any cash transferred by the Borrower or
any Restricted Subsidiary to Holdings in such Test Period in order for Holdings to pay taxes) paid in cash during such Test Period
plus Restricted Payments (other than refinancings of Indebtedness with the proceeds of a Permitted Refinancing) paid in cash during
such Test Period pursuant to Section 7.06(g)(x) or 7.06(l), all calculated for the Borrower and the Restricted Subsidiaries on
a consolidated basis, provided that there shall be excluded from Consolidated Fixed Charges for any Test Period any of the foregoing
items to the extent attributable to Unrestricted Subsidiaries for such Test Period and to the extent otherwise included in Consolidated
Fixed Charges for - 19-




 





    	 



    	 



    

 

 





such Test Period,
except to the extent actually paid in cash by the Borrower or its Restricted Subsidiaries during such period (other than from
dividends or other distributions from an Unrestricted Subsidiary). “Consolidated Interest Expense” means, for any
period, the sum, without duplication, of (i) the cash interest expense (including that attributable to Capitalized Leases), net
of cash interest income, of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with
GAAP, with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries, including all commissions,
discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net cash
costs under Swap Contracts, and (ii) any cash payments made during such period in respect of obligations referred to in clause
(b) below relating to Funded Debt that were amortized or accrued in a previous period; provided that there shall be excluded from
Consolidated Interest Expense for any period: (a) deferred financing costs, debt issuance costs, commissions, fees (including
amendment and contract fees) and expenses and, in each case, the amortization thereof, and any other amounts of non-cash interest,
(b) the accretion or accrual of discounted liabilities and any prepayment premium or penalty during such period, (c) non-cash
interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative
instruments pursuant to FASB Accounting Standards Codification 815, (d) any cash costs associated with breakage in respect of
hedging agreements for interest rates, (e) all non-recurring cash interest expense consisting of liquidated damages for failure
to timely comply with registration rights obligations and financing fees, all as calculated on a consolidated basis in accordance
with GAAP, (f) Transactions, fees and expenses associated with the consummation of the (g) Term Agent, annual agency fees paid
to (x) the Administrative Agent and (y) the (h) costs associated with obtaining Swap Contracts, (i) any expense resulting from
the discounting of any Indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase
accounting in connection with the Transactions or any acquisition, and (j) the cash interest expense (or income) of all Unrestricted
Subsidiaries for such period to the extent otherwise included in Consolidated Interest Expense. - 20-




 





    	 



    	 



    

 

 





Notwithstanding
anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense (i) for any period ending
prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated
Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365
and the denominator of which is the number of days from the Closing Date through the date of determination and (ii) shall exclude
the purchase accounting effects described in the last sentence of the definition of “Consolidated Net Income.” “Consolidated
Net Income” means, for any period, the net income (loss) of the Borrower and the Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP; provided, however, that, without duplication, (a) any after-tax effect
of extraordinary, non-recurring or unusual items (including gains or losses and all fees and expenses relating thereto) for such
period shall be excluded, (b) the cumulative effect of a change in accounting principles during such period to the extent included
in Consolidated Net Income shall be excluded, (c) any fees and expenses incurred during such period (including, without limitation,
any premiums, make-whole or penalty payments), or any amortization thereof for such period, in connection with any acquisition,
investment, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment
or other modification of any debt instrument (in each case, including any such transaction consummated on or prior to the Closing
Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such
period as a result of any such transaction, in each case whether or not successful (including, for the avoidance of doubt the
effects of expensing all transaction related expenses in accordance with FASB Accounting Standards Codification 805 and gains
or losses associated with FASB Accounting Standards Codification 460) shall be excluded, (d) accruals and reserves that are established
or adjusted within twelve months after the Closing Date that are so required to be established as a result of the Transactions
(or within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition)
in accordance with GAAP or changes as a result of adoption or modification of accounting policies in accordance with GAAP shall
be excluded, (e) any net after-tax effect of gains or losses on disposed, abandoned or discontinued operations shall be excluded,
(f) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions
or abandonments or the sale or other disposition of any Equity Interests of any Person in each case other than in the ordinary
course of business, as determined in good faith by the Borrower, shall be excluded, (g) the net income (loss) for such period
of any Person that is not a Subsidiary of the Borrower, or is an Unrestricted Subsidiary, or that is accounted for by the equity
method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount
of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent subsequently
converted into cash or Cash Equivalents) to the Borrower or a Restricted Subsidiary thereof in respect of such period, - 21-




 





    	 



    	 



    

 

 





(h) any impairment
charge or asset write-off or write-down, including impairment charges or asset write-offs or write-downs related to intangible
assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each
case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded, (i) any non-cash compensation
charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock
options, restricted stock or other rights or equity incentive programs or any other equity-based compensation shall be excluded,
and any cash charges associated with the rollover, acceleration or payout of Equity Interests by management of the Borrower or
any of its direct or indirect parents in connection with the Transactions, shall be excluded, (j) any expenses, charges or losses
that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition
or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed,
or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only
to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in
the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 day period),
shall be excluded, (k) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination
that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such
amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period
for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to
liability or casualty events or business interruption shall be excluded, (l) any net pension or other post-employment benefit
costs representing amortization of unrecognized prior service costs, actuarial losses, including amortization of such amounts
arising in prior periods, amortization of the unrecognized net obligation (and loss or cost) existing at the date of initial application
of Statement onof Financial Accounting Standards Nos. 87, 106 and 112, and any other items of a similar nature, shall be excluded,
and (m) the income (or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of Borrower or is merged
into or consolidated with Borrower or any of its Subsidiaries or that Person’s assets are acquired by Borrower or any of
its Restricted Subsidiaries shall be excluded (except to the extent required for any calculation of Consolidated EBITDA on a Pro
Forma Basis in accordance with Section 1.09),(n) solely for the purpose of determining the Cumulative Credit pursuant to clause
(b) of the definition thereof, the income of any Restricted Subsidiary of Borrower that is not a Guarantor to the extent that
the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary (which has not been waived) shall be excluded, except (solely to the extent
permitted to be paid) to the extent of the amount of dividends or other distributions actually paid to Borrower or any of its
Restricted Subsidiaries that are Guarantors by such Person during such period in accordance with such documents and regulations.
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There shall be excluded
from Consolidated Net Income for any period the purchase accounting effects of adjustments in component amounts required or permitted
by GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development,
deferred revenue and debt line items thereof) and related authoritative pronouncements (including the effects of such adjustments
pushed down to the Borrower and the Restricted Subsidiaries), as a result of the Transactions, any acquisition constituting an
Investment permitted under this Agreement consummated prior to or after the Closing Date, or the amortization or write-off of
any amounts thereof For the avoidance of doubt, Consolidated Net Income shall be calculated, including pro forma adjustments,
in accordance with Section 1.09. “Consolidated Secured Net Debt” means, as of any date of determination, any Indebtedness
described in clause (a) of the definition of “Consolidated Total Net Debt” outstanding on such date that is secured
by a Lien on any asset or property of the Borrower or any Restricted Subsidiary minus the aggregate amount of cash and Cash Equivalents
(other than Restricted Cash), in each case, included on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries
as of such date, free and clear of all Liens (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by
Section 7.01(a), Section 7.01(p) and Section 7.01(q), clauses (i) and (ii) of Section 7.01(r), and Section 7.01(hh) (to the extent
related to Indebtedness incurred under Section 7.03(s) (to the extent the Obligations are secured by such cash and Cash Equivalents));
provided that Consolidated Secured Net Debt shall not include Indebtedness in respect of (i) letters of credit, except to the
extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall not
be counted as Consolidated Secured Net Debt until 3 Business Days after such amount is drawn and (ii) Unrestricted Subsidiaries;
it being understood, for the avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated Secured
Net Debt. “Consolidated Total Net Debt” means, as of any date of determination, (a) the aggregate principal amount
of Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on such date, in an amount that would be reflected
on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but excluding the effects of any
discounting of Indebtedness resulting from the application of purchase accounting in connection with the Transactions or any acquisition
constituting an Investment permitted under this Agreement) consisting of Indebtedness for borrowed money, Attributable Indebtedness,
and debt obligations evidenced by promissory notes or similar instruments, minus (b) the aggregate amount of cash and Cash Equivalents
(other than Restricted Cash), in each case, included on the consolidated balance sheet of the Borrower and the Restricted Subsidiaries
as of such date, free and clear of all Liens (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by
Section 7.01(a), Section 7.01(p) and Section 7.01(q), clauses (i) and (ii) of Section 7.01(r), and Section 7.01(hh) (to the extent
related to Indebtedness incurred under Section 7.03(s) (only to the extent such Obligations are secured by such cash and Cash
Equivalents)); provided that Consolidated Total Net Debt shall not include Indebtedness in respect of (i) letters of credit, except
to the extent of unreimbursed amounts thereunder; provided that any unreimbursed amount under commercial letters of credit shall
not be counted as Consolidated Total Net Debt until 3 Business Days after such amount is drawn and (ii) Unrestricted Subsidiaries;
it being understood, for the avoidance of doubt, that obligations under Swap Contracts do not constitute Consolidated Total Net
Debt. “Consolidated Working Capital” means, with respect to the Borrower and its Restricted Subsidiaries on a consolidated
basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination;
provided that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Current
Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable,
between current and noncurrent or (b) the effects of purchase accounting. - 23-




 





    	 



    	 



    

 

 





“Contract
Consideration” has the meaning set forth in the definition of “Excess Cash Flow.” “Contractual Obligation”
means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is bound. “Control” has the meaning specified
in the definition of “Affiliate.” “Covered Entity” has the meaning specified in Section 10.22. “Covered
Party” has the meaning set forth in Section 10.22. “Credit Extension” means each of the following: (a) the making
of a Loan and (b) an L/C Credit Extension. “Cumulative Credit” means, at any date, an amount, not less than zero in
the aggregate, determined on a cumulative basis equal to, without duplication: (a) $60,000,000,[reserved], plus (b) the Cumulative
Retained Excess Cash Flow Amount at such time, plus[reserved], plus (c) the cumulative amount of cash and Cash Equivalent proceeds
from (i) the sale of Qualified Equity Interests of Holdings or Equity Interests of any direct or indirect parent of Holdings after
the Closing Date and on or prior to such time (including upon exercise of warrants or options) (other than Excluded Contributions
or any amount designated as a Cure Amount or used for Equity Funded Employee Plan Costs or proceeds used pursuant to clause (A)
of Section 7.06(f)) which proceeds have been contributed as common equity to the capital of the Borrower (provided this clause
(c)(i) shall be reduced (but not to less than zero) by the amount of Restricted Payments made pursuant to 7.06(l)) and (ii) the
Qualified Equity Interests of Holdings (or Equity Interests of any direct or indirect parent of Holdings) (other than Excluded
Contributions or any amount designated as a Cure Amount or used for Equity Funded Employee Plan Costs) issued upon conversion
of Indebtedness (other than Indebtedness that is contractually subordinated to the Obligations) of the Borrower or any Restricted
Subsidiary of the Borrower owed to a Person other than a Loan Party or a Restricted Subsidiary of a Loan Party not previously
applied for a purpose (including a Cure Amount) other than use in the Cumulative Credit, plus (d) 100% of the aggregate amount
of contributions to the common capital of the Borrower received in cash and Cash Equivalents after the Closing Date (other than
Excluded Contributions or any amount designated as a Cure Amount or used for Equity Funded Employee Plan Costs), plus (e) 100%
of the aggregate amount received by the Borrower or any Restricted Subsidiary of the Borrower in cash and Cash Equivalents from:
(A) the sale (other than to Holdings, the Borrower or any such Restricted Subsidiary) of the Equity Interests of an Unrestricted
Subsidiary or any minority Investments, or - 24-


 










    	 



    	 



    

 

 





(B) any dividend
or other distribution by an Unrestricted Subsidiary or received in respect of minority Investments, or (C) any interest, returns
of principal, repayments and similar payments by such Unrestricted Subsidiary or received in respect of any minority Investments;
provided that in the case of clauses (A), (B), and (C), in each case, to the extent that the Investment corresponding to the designation
of such Subsidiary as an Unrestricted Subsidiary or any subsequent Investment in such Unrestricted Subsidiary or minority Investment,
as applicable, was made in reliance on the Cumulative Credit pursuant to Section 7.02(c)(iii)(B)(y), 7.02(i)(iv)(2) or 7.02(n)(y),
plus (f) in the event any Unrestricted Subsidiary has been re-designated as a Restricted Subsidiary or has been merged, consolidated
or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Borrower or a Restricted Subsidiary,
the fair market value of the Investments of the Borrower and the Restricted Subsidiaries in such Unrestricted Subsidiary at the
time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable) so long as such
Investments were originally made pursuant to Sections 7.02(c)(iii)(B)(y), 7.02(i)(iv)(2) or 7.02(n)(y), plus (g) an amount equal
to any returns in cash and Cash Equivalents (including dividends, interest, distributions, returns of principal, profits on sale,
repayments, income and similar amounts) actually received by the Borrower or any Restricted Subsidiary in respect of any Investments
made pursuant to Section 7.02(c)(iii)(B)(y), 7.02(i)(iv)(2) or 7.02(n)(y), minus (h) any amount of the Cumulative Credit used
to make Investments pursuant to Sections 7.02(c)(iii)(B)(y), 7.02(i)(iv)(2) or 7.02(n)(y) after the Closing Date and prior to
such time, minus (i) any amount of the Cumulative Credit used to pay dividends or make distributions pursuant to Section 7.06(f)(A)
or 7.06(g) after the Closing Date and prior to such time, minus (j) any amount of the Cumulative Credit used to make payments
or distributions in respect of Junior Financings pursuant to Section 7.13 after the Closing Date and prior to such time. “Cumulative
Retained Excess Cash Flow Amount” means, at any date, an amount, not less than zero in the aggregate, determined on a cumulative
basis equal to the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending
after the Closing Date and prior to such date. “Cure Amount” has the meaning set forth in Section 8.04(a). “Cure
Expiration Date” has the meaning set forth in Section 8.04(a). “Current Assets” means, with respect to the Borrower
and the Restricted Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Cash Equivalents)
that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries
as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits
(but excluding assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial
instruments). - 25-




 





    	 



    	 



    

 

 





“Current Liabilities”
means, with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis at any date of determination, all
liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of the Borrower and its Restricted
Subsidiaries as current liabilities at such date of determination, other than (a) the current portion of any Indebtedness, (b)
accruals of Consolidated Interest Expense (excluding Consolidated Interest Expense that is past due and unpaid), (c) accruals
for current or deferred Taxes based on income or profits, (d) accruals of any costs or expenses related to restructuring reserves,
(e) deferred revenue and (f) any Revolving Credit Exposure or Revolving Credit Loans. “DDA Control Agreement” has
the meaning provided in Section 6.19(d)(ii)(B). “DDAs” means any checking or other demand deposit account maintained
by the Loan Parties. “Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization
or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting
the rights of creditors generally. “Default” means any event or condition that constitutes an Event of Default or
that, with the giving of any notice, the passage of time, or both, would be an Event of Default. “Default Rate” means
an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0%
per annum; provided that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest
rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent
permitted by applicable Laws. “Default Right” has the meaning specified in Section 10.22(b). “Defaulting Lender”
means, subject to Section 2.17(b), any Lender that, as determined by the Administrative Agent (a) has failed to perform any of
its funding obligations hereunder, including in respect of its Loans or participations in respect of Protective Advances, L/C
Obligations or Swing Line Loans, within one Business Day of the date required to be funded by it hereunder, (b) has notified the
Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect
with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed,
within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative
Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for
the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed
for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding
or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any
equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority. “DenTek”
shall have the meaning assigned to such term in Amendment No. 5 “DenTek Acquisition” shall have the meaning assigned
to such term in Amendment No. 5. - 26-




 





    	 



    	 



    

 

 





“DenTek Acquisition
Period” shall mean the period commencing upon the Amendment No. 5 Effective Date and terminating upon the earliest of (i)
the date that is 60 calendar days following the Amendment No. 5 Effective Date, (ii) the date upon which a field examination (and,
if required by the Administrative Agent, an appraisal) with respect to the Accounts and Inventory of the DenTek Business (subject
to satisfaction of the Collateral and Guarantee Requirement with respect to such Accounts and Inventory) have been completed to
the satisfaction of the Administrative Agent and such Accounts and Inventory have, in accordance with the terms set forth herein,
been included in the Borrowing Base, including the establishment of Reserves with respect thereto as may be required in the Administrative
Agent’s Permitted Discretion, (iii) the date following the Amendment No. 5 Effective Date upon which the Borrower or Holdings
shall have received net proceeds from an offering of debt securities of Borrower or Holdings and (iv) February 12, 2016, if the
DenTek Acquisition shall not have occurred on or prior to February 12, 2016. “DenTek Business” shall have the meaning
assigned to such term in Amendment No. 5. “Dilution Factors” means, without duplication, with respect to any period,
the aggregate amount of all deductions, credit memos, returns, adjustments, allowances, bad debt write-offs and other non-cash
credits which are recorded to reduce accounts receivable. “Dilution Ratio” means, at any date, the amount (expressed
as a percentage) equal to (a) the aggregate amount of the applicable Dilution Factors for the 12 most recently ended fiscal months
divided by (b) total gross sales for the 12 most recently ended fiscal months. “Dilution Reserve” means, at any date,
the product of (a) the excess (if positive) of (i) the applicable Dilution Ratio minus (ii) 5.0% multiplied by (b) the Eligible
Accounts of the Borrower and the Subsidiary Guarantors on such date. “Discharge of Fixed Asset Obligations” has the
meaning assigned to such term in the Term Loan Intercreditor Agreement. “Disposition” or “Dispose” means
the sale, transfer, license, lease, division or other disposition (including any sale and leaseback transaction and any sale or
issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer
or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other
Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition
(a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation
or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence
of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations
that are accrued and payable and the termination of the Commitments and the termination of all outstanding Letters of Credit (unless
the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized, back-stopped by a letter of credit
reasonably satisfactory to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable
L/C Issuer)), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and other
than as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change
of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are
accrued and payable and the termination of the Commitments and the termination of all outstanding Letters of Credit (unless -
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the Outstanding
Amount of the L/C Obligations related thereto has been Cash Collateralized, back-stopped by a letter of credit reasonably satisfactory
to the applicable L/C Issuer or deemed reissued under another agreement reasonably acceptable to the applicable L/C Issuer)),
in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable
for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the
date that is ninety-one (91) days after the Latest Maturity Date at the time of issuance of such Equity Interests; provided that
if such Equity Interests are issued pursuant to a plan for the benefit of employees of Holdings (or any direct or indirect parent
thereof), the Borrower or the Restricted Subsidiaries or by any such plan to such employees, such Equity Interests shall not constitute
Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or if its Restricted Subsidiaries
in order to satisfy applicable statutory or regulatory obligations. “Document” has the meaning assigned to such term
in the Security Agreement. “Documentation Agent” means RBC Capital Markets, in its capacity as documentation agent
under this Agreement. “Dollar” and “$” mean lawful money of the United States. “Dollar Amount”
means with respect to any L/C Obligation (or any risk participation therein), the amount thereof. “Domestic Subsidiary”
means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia. “EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein,
and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public
administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA
Financial Institution. “Eligible Accounts” means, at any time, the Accounts of the Borrower or any Subsidiary Guarantor
which in accordance with the terms hereof are eligible as the basis for any Credit Extension hereunder. Eligible Accounts shall
not include any Account: (a) which is not subject to a first priority perfected security interest in favor of the Administrative
Agent (for the benefit of the Secured Parties); (b) which is subject to any Lien other than (i) a Lien in favor of the Administrative
Agent for the benefit of the Secured Parties, (ii) a Permitted Lien and (iii) Liens permitted hereunder pursuant to Section 7.01(hh);
- 28-




 





    	 



    	 



    

 

 





(c) (i) which is
unpaid more than 90 days (or, in the case of customers that are covered under the Coface Insurance Policy, 120 days) after the
date of the original invoice therefor or more than 60 days after the original due date, or (ii) which has been written off the
books of the Borrower or any Subsidiary Guarantor or otherwise designated as uncollectible; (d) which is owing by an Account Debtor
for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible under clause (c) above;
(e) which is owing by an Account Debtor to the extent the aggregate amount of Accounts owing from such Account Debtor and its
Affiliates to the Borrower or any Subsidiary Guarantor exceeds (x) in the case of Wal-Mart Stores, Inc. and its Affiliates (i)
to the extent such Account Debtor has an Investment Grade Rating at such time, 40%, (ii) to the extent such Account Debtor has
a Speculative Grade Rating but not an Investment Grade Rating at such time, 35.0% and (iii) to the extent such Account Debtor
does not have a Speculative Grade Rating at such time, 30.0% and (y) in the case of all other Account Debtors, (i) to the extent
such Account Debtor has an Investment Grade Rating at such time, 20% and (ii) to the extent such Account Debtor does not have
an Investment Grade Rating at such time, 10%, in each case of clauses (x) and (y) of the aggregate amount of Eligible Accounts
of the Borrower or such Subsidiary Guarantor but only to the extent of such excess over the applicable threshold; (f) except as
otherwise agreed by the Administrative Agent, with respect to which any covenant, representation, or warranty contained in this
Agreement or in the Security Agreement has been breached or is not true in any material respect; (g) which (i) does not arise
from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced by an invoice or other
documentation reasonably satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents
a progress billing, (iv) is contingent upon the Borrower’s or any Subsidiary Guarantor’s completion of any further
performance, (v) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery
or any other repurchase or return basis or (vi) relates to payments of interest, but ineligibility shall be limited to the extent
of such payments of interest; (h) for which (i) the goods giving rise to such Account have not been shipped to the Account Debtor
or (ii) the services giving rise to such Account have not been performed by the Borrower or the applicable Subsidiary Guarantor
or if such Account was invoiced more than once (but ineligibility shall be limited to the extent of such additional invoices),
unless, (A) in the case of clause (h)(i) preceding, the Account Debtor on such Account has instructed the Borrower or the applicable
Subsidiary Guarantor in writing to deliver such goods to a designated area at or near the Borrower’s or the applicable Subsidiary
Guarantor’s facility or otherwise store such goods for the account of such Account Debtor and has agreed, pursuant to the
terms of the quotation or purchase order for such Account or by separate agreement, that such delivery or storage constitutes
delivery of such goods by the Borrower, in any such case in form and substance reasonably satisfactory to the Administrative Agent;
(i) which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the appointment of any receiver, custodian,
trustee, or liquidator of its assets, (ii) had possession of all or a material part of its property taken by any receiver, custodian,
trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation, reorganization, arrangement,
adjustment of debts, adjudication as bankrupt, winding-up or voluntary or involuntary case under any Debtor Relief Laws unless
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determined in its
sole discretion to include such Accounts, (iv) admitted in writing its inability to pay its debts as they become due, (v) become
insolvent or (vi) ceased operation of its business; (j) its assets; which is owed by any Account Debtor which has sold all or
substantially all of (k) which is owed by an Account Debtor which (i) does not maintain an office in the U.S. or Canada (other
than Quebec) or (ii) is not organized under applicable law of the U.S., any state of the U.S. or the District of Columbia, Canada
or any province or other political subdivision of Canada (other than Quebec) unless, in either case, such Account is backed by
a letter of credit reasonably acceptable to the Administrative Agent which is in the possession of, has been assigned to and is
directly drawable by the Administrative Agent, and so long as, in the case of any Accounts located in Canada, the Borrower or
the Subsidiary Guarantor holding such Account shall have (notwithstanding any other limitations in the Loan Documents) entered
into or filed any Canadian documentation reasonably deemed necessary by the Administrative Agent in order to perfect its security
interest in such Account or to enable the Administrative Agent to promptly foreclose thereon (in accordance with customary practice
for lenders under similar facilities in Canada); (l) except as otherwise agreed by the Administrative Agent, which is owed in
any currency other than U.S. dollars; (m) which is owed by (i) the government (or any department, agency, public corporation,
or instrumentality thereof) of any country other than the U.S. unless such Account is backed by a letter of credit reasonably
acceptable to the Administrative Agent which is in the possession of and directly drawable by the Administrative Agent or (ii)
the government of the U.S., or any department, agency, public corporation, or instrumentality thereof, unless the Federal Assignment
of Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary
to perfect the Lien of the Administrative Agent in such Account have been complied with to the Administrative Agent’s reasonable
satisfaction; (n) which is owed by (i) any employee, officer, director, agent or direct stockholder of the Borrower or any Subsidiary
Guarantor or (ii) any other Affiliate of the Borrower or any Subsidiary Guarantor; (o) which is owed by an Account Debtor or any
Affiliate of such Account Debtor to which the Borrower or any Subsidiary Guarantor is indebted, but only to the extent of such
indebtedness or is subject to any security, deposit, progress payment, advance payment or deposit, retainage or other similar
advance made by or for the benefit of an Account Debtor, in each case to the extent thereof; (p) which is subject to any counterclaim,
deduction, defense, setoff or dispute but only to the extent of any such counterclaim, deduction, defense, setoff or dispute;
(q) which is evidenced by any promissory note, chattel paper, or instrument; (r) with respect to which the Borrower or any Subsidiary
Guarantor has made any agreement with the Account Debtor for any reduction thereof, other than discounts and adjustments given
in the ordinary course of business, or any Account which was partially paid and the Borrower or such Subsidiary Guarantor created
a new receivable for the unpaid portion of such Account; - 30-




 





    	 



    	 



    

 

 





(s) which does not
comply in all material respects with the requirements of all applicable laws and regulations, whether Canadian, provincial, Federal,
state or local, but only to the extent such failure to comply would excuse the Account Debtor from payment with respect to such
Account; (t) which is for goods that have been sold under a purchase order or pursuant to the terms of a written contract or other
written agreement, understanding or instrument that indicates or purports that any Person other than the Borrower or a Subsidiary
Guarantor has an ownership interest in such goods, or which indicates any party other than the Borrower or a Subsidiary Guarantor
as payee or remittance party; (u) which was created on cash on delivery terms; or (v) which the Administrative Agent in its Permitted
Discretion otherwise determines to be ineligible, using standards of eligibility substantially consistent with those used to calculate
the Borrowing Base in the Borrowing Base Certificate delivered on the Closing Date. In determining the amount of an Eligible Account,
the face amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication,
to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits
pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that the
Borrower or the applicable Subsidiary Guarantor may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement
or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet
applied by the Borrower or such Subsidiary Guarantor to reduce the amount of such Account. Standards of eligibility may be made
more restrictive (and such increased restrictiveness subsequently reversed in whole or in part) from time to time solely by the
Administrative Agent in the exercise of its Permitted Discretion, with any such changes to be effective three (3) Business Days
after delivery of written notice thereof to the Borrower and the Lenders (during which time the Administrative Agent shall be
available to discuss any such proposed changes with the Borrower during normal business hours upon reasonable notice); provided
that circumstances, conditions, events or contingencies arising on or prior to the Closing Date of which the Administrative Agent
had actual knowledge on or prior to the Closing Date shall not be the basis for any increased restrictiveness unless the Administrative
Agent had established such increased restrictiveness on the Closing Date, or such circumstances, conditions, events or contingencies
shall have changed in a manner adverse in any material respect to the interests of the Administrative Agent or the Lenders since
the Closing Date. In addition to the foregoing limitations, at no time shall the face value of Accounts that would otherwise constitute
Eligible Accounts of Account Debtors that either (A) are organized under the laws of Canada (or any province or other political
subdivision thereof) or (B) have an office in Canada (or any province or political subdivision thereof) but not the United States,
when combined with any Inventory (valued at the lower of cost or market value, determined on a first-in-first-out basis) located
in Canada that would otherwise constitute Eligible Inventory, exceed, solely for the purposes of determining Eligible Accounts,
$15,000,000, and, for the avoidance of doubt, no such Accounts shall constitute Eligible Accounts until the requirements of clause
(k) of this definition shall have been complied with. “Eligible Assignee” has the meaning set forth in Section 10.07(a)(i).
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“Eligible
Inventory” means, at any time, the Inventory of the Borrower or any Subsidiary Guarantor which in accordance with the terms
hereof is eligible as the basis for any Credit Extension hereunder. Eligible Inventory shall not include any Inventory: (a) which
is not subject to a first priority perfected Lien in favor of the Administrative Agent (for the benefit of the Secured Parties);
(b) which is subject to any Lien other than (i) a Lien in favor of the Administrative Agent for the benefit of the Secured Parties,
(ii) a Permitted Lien and (iii) Liens permitted hereunder pursuant to Section 7.01(hh); (c) which is, in the Administrative Agent’s
Permitted Discretion, slow moving, obsolete, unmerchantable, defective, unfit for sale or unacceptable due to age, type, category
and/or quantity; (d) except as otherwise agreed by the Administrative Agent, with respect to which any covenant, representation,
or warranty contained in this Agreement or the Security Agreement has been breached or is not true in any material respect and
which does not conform in any material respect to all standards imposed by any Governmental Authority; (e) in which any Person
other than the Borrower or a Subsidiary Guarantor shall (i) have any direct or indirect ownership, interest or title to such Inventory
or (ii) be indicated on any purchase order or invoice with respect to such Inventory as having an interest therein; (f) which
constitutes spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes,
displays or display items, bill-and-hold goods, repossessed goods, defective or damaged goods, goods held on consignment, or goods
which are not of a type held for sale in the ordinary course of business; (g) which is not located in the U.S. or Canada (so long
as, in the case of any Inventory located in Canada, the Borrower or the Subsidiary Guarantor holding such Inventory shall have
(notwithstanding any other limitations in the Loan Documents) entered into or filed any Canadian documentation reasonably deemed
necessary by the Administrative Agent in order to perfect its security interest in such Inventory or to enable the Administrative
Agent to promptly foreclose thereon (in accordance with customary practice for lenders under similar facilities in Canada)) or
is in transit with a common carrier from vendors and suppliers; provided that up to $7,500,000 of Inventory in transit of the
Borrower and the Subsidiary Guarantors from vendors and suppliers may be included as eligible pursuant to this clause (g) so long
as (i) the Administrative Agent shall have received (1) a true and correct copy of the bill of lading and other shipping documents
for such Inventory, (2) evidence of satisfactory casualty insurance naming the Administrative Agent as loss payee and otherwise
covering such risks as the Administrative Agent may reasonably request and (3) if the bill of lading is (A) non-negotiable and
the inventory is in transit within the United States, a duly executed Collateral Access Agreement from the applicable customs
broker for such Inventory or (B) negotiable, confirmation that the bill is issued in the name of the Borrower and consigned to
the order of the Administrative Agent, and an acceptable agreement has been executed with the Borrower’s customs broker,
in which the customs broker agrees that it holds the negotiable bill as agent for the Administrative Agent and has granted the
Administrative Agent access to the Inventory and (ii) the common carrier is not an Affiliate of the applicable vendor or supplier;
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(h) which is located
in any location leased by the Borrower or a Subsidiary Guarantor unless (A) the lessor has delivered to the Administrative Agent
a Collateral Access Agreement or (B) an Inventory Reserve for up to three (3) months rent due with respect to such facility has
been established by the Administrative Agent in its Permitted Discretion (which Reserve shall be reversed if a subsequent Collateral
Access Agreement has been received by the Administrative Agent); (i) which is located in any third party warehouse or is in the
possession of a bailee (other than a third party processor) and is not evidenced by a Document (other than bills of lading to
the extent permitted by clause (g) above), unless (i) such warehouseman or bailee has delivered to the Administrative Agent a
Collateral Access Agreement and such other documentation as the Administrative Agent may require or (ii) an appropriate Inventory
Reserve for up to three (3) months rent or other charges due with respect to such warehouseman or bailee has been established
by the Administrative Agent in its Permitted Discretion (which Reserve shall be reversed if a subsequent Collateral Access Agreement
has been received by the Administrative Agent); (j) which is being processed offsite at a third party location or outside processor
or is in-transit to or from said third party location or outside processor; (k) which is a discontinued product or component thereof;
(l) which is the subject of a consignment by the Borrower or any Subsidiary Guarantor as consignor, unless (i) a protective UCC-1
financing statement has been properly filed against the consignee and (ii) there is a written agreement acknowledging that such
Inventory is held on consignment, that the Borrower or such Subsidiary Guarantor retains title to such Inventory, that no Lien
arising by, through or under such consignee has attached or will attach to such Inventory and requiring consignee to segregate
the consigned Inventory from the consignee’s other personal or movable property and having such other terms as the Administrative
Agent may require for consigned Inventory in its Permitted Discretion; (m) which contains or bears any intellectual property rights
licensed to the Borrower or any Subsidiary Guarantor unless the Administrative Agent is satisfied that the Administrative Agent
may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract
with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant
to sale of such Inventory in the ordinary course under the current licensing agreement; (n) which is not reflected in a current
perpetual inventory report of the Borrower or any Subsidiary Guarantor (unless such Inventory is reflected in a report to the
Administrative Agent as “in transit” Inventory); (o) which is located at a facility where less than $100,000 of Inventory
(valued at the lower of cost or market value, determined on a first-in-first-out basis) of the Borrower and the Subsidiary Guarantors
then exists; or (p) for which reclamation rights have been asserted by the seller. Standards of eligibility may be made more restrictive
from time to time (and such increased restrictiveness subsequently reversed in whole or in part) solely by the Administrative
Agent in the exercise of its Permitted Discretion, with any such changes to be effective three (3) Business Days after - 33-




 





    	 



    	 



    

 

 





delivery of written
notice thereof to the Borrower and the Lenders (during which time the Administrative Agent shall be available to discuss any such
proposed changes with the Borrower during normal business hours upon reasonable notice); provided that circumstances, conditions,
events or contingencies arising on or prior to the Closing Date of which the Administrative Agent had actual knowledge on or prior
to the Closing Date shall not be the basis for any increased restrictiveness unless the Administrative Agent had established such
increased restrictiveness on the Closing Date or such circumstances, conditions, events or contingencies shall have changed in
a manner adverse in any material respect to the interests of the Administrative Agent or the Lenders since the Closing Date. In
addition to the foregoing limitations, at no time shall any Inventory (valued at the lower of cost or market value, determined
on a first-in-first-out basis) located in Canada that would otherwise constitute Eligible Inventory, when combined with the face
value of Accounts that would otherwise constitute Eligible Accounts of Account Debtors that either (A) are organized under the
laws of Canada (or any province or other political subdivision thereof) or (B) have an office in Canada (or any province or political
subdivision thereof) but not the United States, exceed, solely for the purpose of calculating Eligible Inventory, $15,000,000,
and, for the avoidance of doubt, no such Inventory shall constitute Eligible Inventory until the requirements of clause (g) of
this definition shall have been complied with. “Environment” means indoor air, ambient air, surface water, groundwater,
drinking water, land surface, subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental
Laws” means any applicable Law relating to the prevention of pollution or the protection of the Environment and natural
resources, and the protection of human health and safety as it relates to the Environment, including any applicable provisions
of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. § 5101 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.,
the Clean Water Act, 33 U.S.C. § 1251 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Toxic Substances Control
Act, 15 U.S.C. § 2601 et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., and the Oil Pollution
Act of 1990, 33 U.S.C. § 2701 et seq., and all analogous state or local statutes, and the regulations promulgated pursuant
thereto. “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages,
costs of investigation and remediation, fines, penalties or indemnities), of the Loan Parties or any Restricted Subsidiary directly
or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation,
storage or treatment of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release
of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing. “Environmental Permit” means any permit, approval, identification
number, license or other authorization required under any Environmental Law. “Equity Funded Employee Plan Costs” means
cash costs or expenses, incurred pursuant to any management equity plan or stock option plan or any other management or employee
benefit plan or agreement or any stock subscription or shareholder agreement, to the extent funded with cash proceeds contributed
to the capital of the Borrower or net cash proceeds of an issuance of Qualified Equity Interests of the Borrower or Equity Interests
of any direct or indirect parent of the Borrower (other than amounts designated as Excluded Contributions, any amount designated
as a Cure Amount or any amount used in the Cumulative Credit). - 34-




 





    	 



    	 



    

 

 





“Equity Interests”
means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated)
of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other
rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and
regulations promulgated thereunder. “ERISA Affiliate” means any trade or business (whether or not incorporated) that
is under common control with a Loan Party or any Restricted Subsidiary within the meaning of Section 414(b) or (c) of the Code
or Section 4001 of ERISA (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by a Loan Party, any Restricted
Subsidiary or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section
4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party, any Restricted Subsidiary or any ERISA Affiliate from
a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA)
or insolvent (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical” status (within
the meaning of Section 432 of the Code or Section 305 of ERISA); (d) a determination that any Pension Plan is in “at risk”
status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (e) the filing of a notice of intent to terminate,
the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) an event or condition which constitutes
grounds under Section 4042 of ERISA for, and that could reasonably be expected to result in, the termination of, or the appointment
of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) with respect to a Pension Plan, the failure to satisfy
the minimum funding standard of Section 412 of the Code, whether or not waived, (h) a failure by a Loan Party, any Restricted
Subsidiary or any ERISA Affiliate to make a required contribution to a Multiemployer Plan; (i) the occurrence of a nonexempt prohibited
transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which could result in liability to a Loan
Party or any Restricted Subsidiary; or (j) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums
due under Section 4007 of ERISA, upon a Loan Party, any Restricted Subsidiary or any ERISA Affiliate. “EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),
as in effect from time to time. “Eurocurrency Rate” means: (a) for any Interest Period with respect to a Eurocurrency
Rate Loan, the rate per annum equal to (i) the ICE Benchmark Administration Limited LIBOR Rate (“ICE LIBOR”), as published
by Reuters (or such other commercially available source providing quotations of ICE LIBOR as may be designated by the Administrative
Agent from time to time) at approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of such Interest
Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period
or (ii) if such published rate is not available at such time for any reason, then the “Eurocurrency Rate” for such
Interest Period shall be the rate per annum - 35-




 





    	 



    	 



    

 

 





determined by the
Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same
day funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Citi and with a term equivalent
to such Interest Period would be offered by Citi’s London Branch to major banks in the London interbank Eurodollareurodollar
market at their request at approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of such Interest
Period; and (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) ICE
LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being
delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available
at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars
for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained
and with a term equal to one month would be offered by Citi’s London Branch to major banks in the London interbank Eurodollareurodollar
market at their request at the date and time of determination. Notwithstanding the foregoing, in no event shall the Eurocurrency
Rate be less than 0.00% per annum. “Eurocurrency Rate Loan” means a Loan that bears interest at a rate based on clause
(a) of the definition of “Eurocurrency Rate.” “Event of Default” has the meaning specified in Section
8.01. “Excess Availability” means, at any time, an amount equal to the Line Cap minus the Total Outstandings. “Excess
Cash Flow” means, for any period, an amount equal to: (a) the sum, without duplication, of (i) Consolidated Net Income for
such period, (ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent
deducted in arriving at such Consolidated Net Income, (iii) decreases in Consolidated Working Capital and long-term accounts receivable
(outside of the ordinary course of business) for such period (other than any such decreases arising from acquisitions or dispositions
(outside of the ordinary course of business) by the Borrower and its Restricted Subsidiaries completed during such period), (iv)
an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and its Restricted Subsidiaries during such
period (other than sales in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income,
- 36-




 





    	 



    	 



    

 

 





(v) expenses deducted
from Consolidated Net Income during such period in respect of expenditures made during any prior period for which a deduction
from Excess Cash Flow was made in such period pursuant to clause (b)(xi), (xii) or (xiii) below, (vi) cash income or gain (actually
received in cash) excluded from the calculation of Consolidated Net Income for such period pursuant to the definition thereof,
and (vii) cash receipts in respect of Swap Contracts during such period to the extent not already reflected in Consolidated Net
Income for such period, minus (b) the sum, without duplication, of (i) an amount equal to the amount of all non-cash credits included
in arriving at such Consolidated Net Income, and cash charges included in clauses (a) through (m) of the definition of Consolidated
Net Income, (ii) without duplication of amounts deducted pursuant to clause (xi) below in prior periods, the amount of Capital
Expenditures or acquisitions of intellectual property to the extent not expensed and Capitalized Software Expenditures accrued
or made in cash or accrued during such period, to the extent that such Capital Expenditures or acquisitions were financed with
Internally Generated Cash and were not made by utilizing the Cumulative Retained Excess Cash Flow Amount, (iii) the aggregate
amount of all principal payments of Indebtedness of the Borrower or its Restricted Subsidiaries to the extent financed with Internally
Generated Cash (including (A) the principal component of payments in respect of Capitalized Leases and (B) the amount of any scheduled
amortization repayment of loans under the Term Loan Credit Agreement and any mandatory prepayment of loans pursuant to the Term
Loan Credit Agreement to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and
not in excess of the amount of such increase, but excluding (W) all other prepayments of loans under the Term Loan Credit Agreement
(other than prepayments referred to in clause (B) above) during such period, (X) all prepayments of Revolving Credit Loans and
Swing Line Loans, (Y) all prepayments in respect of any other revolving credit facility, except to the extent there is an equivalent
permanent reduction in commitments thereunder and (Z) payments of any Junior Financing made during such period except to the extent
permitted to be paid pursuant to Section 7.13(a)), (iv) an amount equal to the aggregate net non-cash gain on Dispositions by
the Borrower and its Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to
the extent included in arriving at such Consolidated Net Income, (v) increases in Consolidated Working Capital and long-term accounts
receivable for such period (other than any such increases arising from acquisitions or dispositions by the Borrower and its Restricted
Subsidiaries during such period), (vi) cash payments by the Borrower and its Restricted Subsidiaries during such period in respect
of long-term liabilities of the Borrower and its Restricted Subsidiaries other than Indebtedness to the extent such payments are
not expensed - 37-




 





    	 



    	 



    

 

 





during such period
or are not deducted in calculating Consolidated Net Income and to the extent financed with Internally Generated Cash, (vii) without
duplication of amounts deducted pursuant to clause (xi) below in prior fiscal years, the amount of Investments and acquisitions
made in cash during such period pursuant to Section 7.02 (other than Section 7.02(a), (c), (h), (l), (q), (r), (s) or (t)) to
the extent that such Investments and acquisitions were financed with Internally Generated Cash and were not made by utilizing
the Cumulative Retained Excess Cash Flow Amount, (viii) the amount of Restricted Payments paid during such period pursuant to
Section 7.06(f), (g)(x), (h) and (j) to the extent such Restricted Payments were financed with Internally Generated Cash, (ix)
to the extent not otherwise decreasing Consolidated Net Income in such Excess Cash Flow Period, the aggregate amount of expenditures
actually made by the Borrower and its Restricted Subsidiaries in cash during such period (including expenditures for the payment
of financing fees) to the extent that such expenditures are not expensed during such period, (x) the aggregate amount of any premium,
make-whole or penalty payments actually paid in cash by the Borrower and its Restricted Subsidiaries during such period that are
required to be made in connection with any prepayment of Indebtedness, (xi) without duplication of amounts deducted from Excess
Cash Flow in prior periods, the aggregate consideration required to be paid in cash by the Borrower and its Restricted Subsidiaries
pursuant to binding contracts (the “Contract Consideration”) entered into prior to or during such period relating
to acquisitions constituting Investments permitted under this Agreement, Capital Expenditures, Capitalized Software Expenditures
or acquisitions of intellectual property to the extent expected to be consummated or made, plus any restructuring cash expenses,
pension payments or tax contingency payments that have been added to Excess Cash Flow pursuant to clause (a)(ii) above that will
be required to be made, in each case during the period of four consecutive fiscal quarters of the Borrower following the end of
such period; provided that to the extent the aggregate amount of Internally Generated Cash not utilizing the Cumulative Retained
Excess Cash Flow Amount actually utilized to finance such acquisitions, Capital Expenditures, Capitalized Software Expenditures
or acquisitions of intellectual property during such period of four consecutive fiscal quarters is less than the Contract Consideration,
the amount of such shortfall shall be added to the calculation of Excess Cash Flow at the end of such period of four consecutive
fiscal quarters, (xii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted
in determining Consolidated Net Income for such period, (xiii) cash expenditures in respect of Swap Contracts during such period
to the extent not deducted in arriving at such Consolidated Net Income, and - 38-




 





    	 



    	 



    

 

 








(xiv) any payment
of cash to be amortized or expensed over a future period and recorded as a long-term asset (so long as any such amortization or
expense in such future period is added back to Excess Cash Flow in such future period). Notwithstanding anything in the definition
of any term used in the definition of “Excess Cash Flow” to the contrary, all components of Excess Cash Flow shall
be computed for the Borrower and its Restricted Subsidiaries on a consolidated basis. “Excess Cash Flow Period” means
each fiscal year of the Borrower commencing with and including the fiscal year ending March 31, 2013 but in all cases for purposes
of calculating the Cumulative Retained Excess Cash Flow Amount shall only include such fiscal years for which financial statements
and a Compliance Certificate have been delivered in accordance with Sections 6.01(a) and 6.02(a) and for which any prepayments
under the Term Loan Credit Agreement (if any) required due to Excess Cash Flow have been made (it being understood that the Retained
Percentage of Excess Cash Flow for any Excess Cash Flow Period shall be included in the Cumulative Retained Excess Cash Flow Amount
regardless of whether a prepayment is required by the Term Loan Credit Agreement). “Exchange Act” means the Securities
Exchange Act of 1934, as amended. “Excluded Assets” means (i) any fee owned real property (other than Material Real
Properties) and any leasehold rights and interests in real property (including landlord waivers, estoppels and collateral access
letters), (ii) motor vehicles and other assets subject to certificates of title, (iii) commercial tort claims, (iv) licenses,
state or local franchises, charters and authorizations and any other property and assets to the extent that the Administrative
Agent may not validly possess a security interest therein under applicable Laws (including, without limitation, rules and regulations
of any Governmental Authority or agency) or the pledge or creation of a security interest in which would require governmental
consent, approval, license or authorization, other than to the extent such prohibition or limitation is rendered ineffective under
the UCC or other applicable Law notwithstanding such prohibition, (v) any particular asset or right under contract, if the pledge
thereof or the security interest therein (A) is prohibited by applicable Law other than to the extent such prohibition is rendered
ineffective under the UCC or other applicable Law notwithstanding such prohibition or (B) to the extent and for as long as it
would violate the terms of any written agreement, license or lease with respect to such asset (in each case, after giving effect
to the relevant provisions of the UCC or other applicable Laws) or would give rise to a termination right pursuant to any “change
of control” or other similar provision under such written agreement, license or lease (except to the extent such provision
is overridden by the UCC or other applicable Laws), in each case, (a) excluding any such written agreement that relates to Permitted
Ratio Debt and (b) only to the extent that such limitation on such pledge or security interest is otherwise permitted under Section
7.09, (vi) Margin Stock and Equity Interests in any Person other than wholly owned Restricted Subsidiaries (but excluding Excluded
Pledged Subsidiaries and Subsidiaries that are not Material Subsidiaries), (vii) any permitted agreement, lease, license or property
subject to a purchase money security interest or other similar arrangement to the extent the pledges thereof and security interests
therein are prohibited by such permitted agreement, lease, license or purchase money arrangement, other than proceeds and receivables
thereof, except to the extent the pledge of such permitted agreement, lease, license or property is expressly deemed effective
under the Uniform Commercial Code or other applicable Law or principle of equity notwithstanding such prohibition, (viii) the
creation or perfection of pledges of, or security interests in, any property or asset that would result in material adverse tax
consequences to Holdings, the Borrower or any of its Restricted Subsidiaries, as reasonably determined by the Borrower in consultation
with the Administrative Agent, (ix) letter of credit rights, except to the extent constituting support obligations for other Collateral
as to which perfection of the security interest in such other Collateral is accomplished solely by the filing of a UCC - 39-




 





    	 



    	 



    

 

 





financing statement
(it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the
filing of a UCC financing statement), (x) cash and Cash Equivalents (other than (A) proceeds of Collateral as to which perfection
of the security interest in such proceeds is accomplished solely by the filing of a UCC financing statement and (B) as set forth
in the second succeeding parenthetical phrase), deposit and other bank and securities accounts (including securities entitlements
and related assets) (in each case, other than the Blocked Accounts or other accounts subject to a control agreement in accordance
with Section 3.03(g) of the Security Agreement and proceeds of Collateral held in such accounts) and any other assets requiring
perfection through control agreements or by “control” (other than in respect of certificated Equity Interests in the
Borrower and in wholly owned Restricted Subsidiaries that are Material Subsidiaries, which Equity Interests are otherwise required
to be pledged), (xi) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment
to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which the grant
of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable
federal Law , (xii) the Bonine Assets (as defined in the FTC Order and (xiii) particular assets if and for so long as, in the
reasonable judgment of the Administrative Agent in consultation with the Borrower, the cost of creating or perfecting such pledges
or security interests in such assets or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets
exceed the practical benefits to be obtained by the Lenders therefrom; provided, however, that Excluded Assets shall not include
any Proceeds, substitutions or replacements of any Excluded Assets referred to in clause (i) through (xiii) (unless such Proceeds,
substitutions or replacements would independently constitute Excluded Assets referred to in clauses (i) through (xiii)). Notwithstanding
the foregoing, in no event shall any asset securing any Indebtedness incurred pursuant to Section 7.03(s) or 7.03(x) be an Excluded
Asset. “Excluded Contribution” means the amount of capital contributions to the Borrower or net proceeds from the
sale or issuance of Qualified Equity Interests of the Borrower (or issuances of debt securities that have been converted into
or exchanged for any such Equity Interests) (other than any amount designated as a Cure Amount or used for Equity Funded Employee
Plan Costs) and designated by the Borrower to the Administrative Agent as an Excluded Contribution on the date such capital contributions
are made or such Equity Interests are sold or issued. “Excluded Deposit Account” means any DDA (i) used exclusively
for payroll, payroll taxes, employee benefits or similar disbursements and (ii) with an average monthly balance of less than $250,000,
not to exceed $1,000,000 in the aggregate at any time for all DDAs that are Excluded Deposit Accounts pursuant to this clause
(ii). “Excluded Pledged Subsidiary” means (a) any Subsidiary for which the pledge of its Equity Interests is prohibited
by applicable Law or by Contractual Obligations (excluding any Contractual Obligations that relates to Permitted Ratio Debt) existing
on the Closing Date (or, in the case of a newly acquired Subsidiary, in existence at the time of acquisition but not entered into
in contemplation thereof) or for which governmental (including regulatory) consent, approval, license or authorization would be
required, (b) any other Subsidiary with respect to which, in the judgment of the Borrower and the Administrative Agent, the burden
or cost or other consequences of the pledge of its Equity Interests shall be excessive in view of the benefits to be obtained
by the Lenders therefrom, (c) any not-for-profit Subsidiaries, and (d) any Subsidiary for which the pledge of its Equity Interests
would result in any material adverse tax consequences for Holdings, the Borrower or any of its Restricted Subsidiaries, as reasonably
determined by the Borrower, in consultation with the Administrative Agent. Notwithstanding the foregoing, in no event shall any
Subsidiary that is an obligor under any Indebtedness incurred pursuant to Section 7.03(s) or 7.03(x) be an Excluded Pledged Subsidiary.
- 40-




 





    	 



    	 



    

 

 





“Excluded
Subsidiary” means (a) any Subsidiary that is not a wholly owned Subsidiary of the Borrower or a Guarantor, (b) any Subsidiary
that is prohibited by applicable Law or by Contractual Obligations existing on the Closing Date (or, in the case of any newly
acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing
the Obligations or if guaranteeing the Obligation would require governmental (including regulatory) consent, approval, license
or authorization, (c) any other Subsidiary with respect to which, in the judgment of the Borrower and the Administrative Agent,
the burden or cost or other consequences of providing a Guarantee of the Obligations shall be excessive in view of the benefits
to be obtained by the Lenders therefrom, (d) any Foreign Subsidiary, (e) any non-for-profit Subsidiaries, (f) any Unrestricted
Subsidiaries, (g) any Subsidiaries that are captive insurance companies, (h) any direct or indirect Domestic Subsidiary that has
no material assets other than Equity Interests (including any Indebtedness treated as equity for U.S. federal income tax purposes)
of one or more Foreign Subsidiaries that are CFCs, (i) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign
Subsidiary that is a CFC and (j) any Subsidiary with respect to which the provision of a Guarantee of the Obligations would result
in any material adverse tax consequences for Holdings, the Borrower or any of its Restricted Subsidiaries, as reasonably determined
by the Borrower, in consultation with the Administrative Agent. Notwithstanding the foregoing, in no event shall any Subsidiary
that is an obligor under any Indebtedness incurred pursuant to Section 7.03(s) or 7.03(x) be an Excluded Subsidiary. “Excluded
Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion
of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation
(or any Guarantee thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order
of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan
Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity
Exchange Act (for the avoidance of doubt, giving effect to all provisions of the Loan Documents at the time of such Guarantee
or the grant of such security interest) at the time the Guarantee of such Loan Party or a grant by such Loan Party of a security
interest, would otherwise have become effective with respect to such Swap Obligation but for such Loan Party’s failure to
constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement governing
more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which
such Guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition. “Existing
Revolver Tranche” has the meaning provided in Section 2.16(b). “Expiring Credit Commitment” has the meaning
provided in Section 2.04(g). “Extended Revolving Credit Commitments” has the meaning provided in Section 2.16(b).
“Extending Revolving Credit Lender” has the meaning provided in Section 2.16(c). “Extension” means the
establishment of a Revolver Extension Series by amending a Loan pursuant to Section 2.16 and the applicable Extension Amendment.
“Extension Amendment” has the meaning provided in Section 2.16(d). “Extension Election” has the meaning
provided in Section 2.16(c). - 41-




 





    	 



    	 



    

 

 





“Facility”
means the Revolving Credit Facility, a given Class of Incremental Revolving Credit Commitments, or a given Revolver Extension
Series of Extended Revolving Credit Commitments, as the context may require. “FATCA” means current Sections 1471 through
1474 of the Code and any amended or successor version thereof that is substantively comparable and not materially more onerous
to comply with, and any current or future Treasury Regulations or other administrative guidance promulgated thereunder. “Federal
Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds
Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent
on such day on such transactions as determined by the Administrative Agent; provided, further, that in no event shall the Federal
Funds Rate be deemed less than zero. “Fee Letter” means the Fee Letter, dated as of December 20, 2011, among Holdings
and the Arrangers. “FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.
“Fitch” means Fitch Ratings, Ltd., a division of Fitch, Inc., or any successor by merger or consolidation to its business.
“Fixed Asset Administrative Agents” has the meaning assigned to such term in the Term Loan Intercreditor Agreement.
“Fixed Asset Obligations” has the meaning assigned to such term in the Term Loan Intercreditor Agreement. “Fixed
Asset Priority Collateral” has the meaning assigned to such term in the Term Loan Intercreditor Agreement. “Flood
Insurance Laws” means, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor
statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statuestatute thereto,
(iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and, (iv)
the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto, and (v) the Biggert-Waters
Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto. “Foreign IP Subsidiary”
means one or more wholly owned Subsidiaries of any Loan Party (a) that is incorporated in Ireland, Switzerland or other jurisdictions
reasonably acceptable to the Administrative Agent, (b) whose Equity Interests shall be pledged to the Administrative Agent to
the extent required pursuant to Section 6.11 and (c)(i) whose Organization Documents do not prevent or otherwise limit, and whose
jurisdiction of organization and applicable Law do not prevent or otherwise limit, the granting of Liens to the Administrative
Agent on 65% of the Equity Interests of such wholly - 42-







 





    	 



    	 



    

 

 





owned
Subsidiaries, foreclosure under such Liens or any other exercise of remedies similar to the remedies set forth in the Collateral
Documents in respect of capital stock and (ii) whose Organization Documents do not prevent or otherwise limit (except to the extent
required by applicable Law), any payment by any wholly owned Subsidiary to any Loan Party (whether directly or indirectly through
any wholly owned Subsidiary). “Foreign IP Transfer” means the transfer to one or more Foreign IP Subsidiaries of (a)
any intellectual property to the extent registered in any jurisdiction other than the United States or any State thereof or the
District of Columbia or (b) any unregistered intellectual property and all rights under manufacturing, distribution and other
contracts, in each case to the extent such intellectual property and rights are used in or otherwise related to the development,
marketing, manufacturing, packaging, handling, distribution or sale of products sold only outside of the United States. “Foreign
Subsidiary” means any direct or indirect Restricted Subsidiary of the Borrower which is not a Domestic Subsidiary. “Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s
Pro Rata Share of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect
to the Swing Line Lender, such Defaulting Lender’s Pro Rata Share of Swing Line Loans other than Swing Line Loans as to
which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in
accordance with the terms hereof. “FTC Order” means that certain FTC Decision and Order governing the scope, nature
and extent and requirements of that certain Asset Purchase Agreement, dated as of August 14, 2014, by and between Medtech Products
Inc. and the Buyer (as defined therein). “Fund” means any Person (other than a natural person) that is engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.
“Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures
more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at
the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement
that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness
in respect of the Loans. “GAAP” means generally accepted accounting principles in the United States of America, as
in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests
an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the
application thereof (including through conforming changes made consistent with IFRS) on the operation of such provision (or if
the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof (including
through conforming changes made consistent with IFRS), then such provision shall be interpreted on the basis of GAAP as in effect
and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision
amended in accordance herewith; provided, further, that, notwithstanding anything to the contrary contained herein or in the definition
of “Capitalized Lease”, in the event of any change in GAAP or in - 43-




 





    	 



    	 



    

 

 





the application
thereof (including through conforming changes made consistent with IFRS) requiring all leases to be capitalized, only those leases
(assuming for purposes hereof that such leases were in existence on the date hereof) that would constitute Capitalized Leases
in conformity with GAAP on the date hereof shall be considered Capitalized Leases, and all calculations and deliverables under
this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. “Governmental
Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government. “Granting Lender” has the meaning
specified in Section 10.07(h). “Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent
or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation
payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and
including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or monetary other obligation of the payment or performance
of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement
condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against
loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other
monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee”
shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and
reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition
of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee
shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof,
in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding
meaning. “Guaranteed Obligations” has the meaning specified in Section 11.01. “Guarantor” has the meaning
set forth in the definition of “Collateral and Guarantee Requirement” and shall include each Restricted Subsidiary
that shall have become a Guarantor pursuant to Section 6.11. For avoidance of doubt, the Borrower in its sole discretion may cause
any Restricted Subsidiary that is not a Guarantor to Guarantee the Obligations by causing such Restricted Subsidiary to execute
a joinder to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, and any such Restricted
Subsidiary shall be a Guarantor, Loan Party and Subsidiary Guarantor hereunder for all purposes. - 44-




 





    	 



    	 



    

 




 

 


“Guaranty” means, collectively, the guaranty of the
Obligations by the Guarantors pursuant to this Agreement. “Hazardous Materials” means all materials, pollutants, contaminants,
chemicals, compounds, constituents, substances or wastes, in any form, including petroleum or petroleum distillates, asbestos
or asbestos-containing materials, polychlorinated biphenyls, radon gas, mold, electromagnetic radio frequency or microwave emissions
that are regulated pursuant to, or which could give rise to liability under, applicable Environmental Law. “Hedge Bank”
has the meaning set forth in the definition of “ABL Pari Passu Hedge Agreement.” “Holdings” has the meaning
specified in the introductory paragraph to this Agreement. “Honor Date” has the meaning set forth in Section 2.03(c)(i).
“ICE LIBOR” has the meaning specified in clause (a) of the definition of “Eurocurrency Rate.” “IFRS”
means international accounting standards as promulgated by the International Accounting Standards Board. “Incremental Amendment”
has the meaning set forth in Section 2.14(f). “Incremental Commitment Request” has the meaning set forth in Section
2.14(a). “Incremental Facility Closing Date” has the meaning set forth in Section 2.14(d). “Incremental Revolving
Credit Commitments” has the meaning set forth in Section 2.14(a). “Incremental Revolving Credit Lender” has
the meaning set forth in Section 2.14(c). “Incremental Revolving Loan” has the meaning set forth in Section 2.14(b).
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following: (a) all obligations
of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or
other similar instruments; (b) the maximum amount (after giving effect to any prior drawings or reductions which may have been
reimbursed) of all outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person; (c) net obligations
of such Person under any Swap Contract; (d) all obligations of such Person to pay the deferred purchase price of property or services
(other than (i) trade accounts and accrued expenses payable in the ordinary course of business, (ii) any earn-out obligation until
such obligation is not paid after becoming due and payable and (iii) accruals for payroll and other liabilities accrued in the
ordinary course); - 45-


 





    	 



    	 



    

 

 


(e) indebtedness (excluding prepaid interest thereon) secured
by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other
title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether
or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) all Attributable Indebtedness;
(g) all obligations of such Person in respect of Disqualified Equity Interests; (h) if and to the extent that the foregoing would
constitute indebtedness or a liability in accordance with GAAP; and (i) to the extent not otherwise included above, all Guarantees
of such Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall (A) include the
Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability
company) in which such Person is a general partner, except to the extent such Person’s liability for such Indebtedness is
otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Net Debt
and (B) in the case of the Borrower and its Subsidiaries, exclude all intercompany Indebtedness having a term not exceeding 364
days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business. The amount of any net obligation
under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness
of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such
Indebtedness and (ii) the fair market value of the property encumbered thereby as determined by such Person in good faith. “Indemnified
Liabilities” has the meaning set forth in Section 10.05. “Indemnified Taxes” means, with respect to any Agent
or any Lender, all Taxes other than (i) any Taxes imposed on or measured by its net income, however denominated, and franchise
(and similar) Taxes imposed on it in lieu of net income Taxes, imposed by a jurisdiction as a result of such recipient being organized
in or having its principal office or applicable lending office in such jurisdiction, or as a result of any other connection between
such Lender or Agent and such jurisdiction other than any connections arising solely from executing, delivering, being a party
to, engaging in any transactions pursuant to, performing its obligations under, receiving payments under, and/or enforcing, any
Loan Document, (ii) any Taxes (other than Taxes described in clause (i) above) imposed by a jurisdiction as a result of such recipient
being organized in or having its principal office or applicable lending office in such jurisdiction, or as a result of any other
connection between such Lender or Agent and such jurisdiction other than any connections arising solely from executing, delivering,
being a party to, engaging in any transactions pursuant to, performing its obligations under, receiving payments under, and/or
enforcing, any Loan Document, (iii) any Taxes attributable to the failure of such Agent or Lender to deliver the documentation
required to be delivered pursuant to Section 3.01(d), (iv) any branch profits Taxes imposed by the United States under Section
884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in clause (ii), (v) in the case of a Lender (other
than an assignee pursuant to a request by Borrower under Section 3.07(a)), any U.S. federal withholding Tax that is imposed pursuant
to any Law in effect at the time the Lender becomes a party to this Agreement, or designates a new Lending Office, except to the
extent such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office
(or assignment), to receive additional amounts or - 46-




 





    	 



    	 



    

 

 


indemnification payments from the Borrower or Guarantor with respect
to such withholding Tax pursuant to Section 3.01, and (vi) any U.S. federal taxes imposed under FATCA. “Indemnitees”
has the meaning set forth in Section 10.05. “Independent Financial Advisor” means an accounting, appraisal, investment
banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to
perform the task for which it has been engaged and that is independent of the Borrower and its Affiliates. “Information”
has the meaning set forth in Section 10.08. “Insight” means Insight Pharmaceuticals Corporation. “Insight Acquisition”
means the acquisition of the Business (as defined in the Insight Acquisition Agreement (as in effect on April 25, 2014)) pursuant
to the terms of the Insight Acquisition Agreement). “Insight Acquisition Agreement” means that certain Stock Purchase
Agreement, dated as of April 25, 2014 (as amended, supplemented or modified from time to time), by and among Medtech Products
Inc., Insight and the other parties listed on the signature pages thereto. “Intellectual Property Security Agreement”
has the meaning set forth in the Security Agreement. “Intercompany Note” means a promissory note substantially in
the form of Exhibit G. “Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest
Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest
Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning
of such Interest Period shall also be Interest Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan), the
last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was
made. “Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency
Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six
months thereafter or, to the extent agreed by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one
month thereafter, as selected by the Borrower in its Committed Loan Notice; provided that: (i) any Interest Period that would
otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (ii) any Interest
Period (other than an Interest Period having a duration of less than one month) that begins on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of the calendar month at the end of such Interest Period; and (iii) no Interest Period shall
extend beyond the applicable Maturity Date. - 47-




 





    	 



    	 



    

 

 


“Internally Generated Cash” means, with respect to
any Person, cash funds of such Person and its Restricted Subsidiaries not constituting (x) proceeds of the issuance of (or contributions
in respect of) Equity Interests of such Person, (y) proceeds of the incurrence of Indebtedness (other than the incurrence of Revolving
Credit Loans or extensions of credit under any other revolving credit or similar facility) by such Person or any of its Restricted
Subsidiaries or (z) proceeds of Dispositions and Casualty Events. “Inventory” has the meaning assigned to such term
in the Security Agreement. “Inventory Reserves” means any and all reserves which the Administrative Agent deems necessary,
in its Permitted Discretion, to maintain (including, without limitation, reserves for slow moving Inventory, intercompany profits
and Inventory shrinkage and Permitted Liens on any Eligible Inventory ranking prior to the Liens of the Administrative Agent for
the benefit of the Secured Parties) with respect to the Inventory of the Borrower or any Subsidiary Guarantor. The Administrative
Agent may, from time to time, in its Permitted Discretion, adjust Inventory Reserves used in computing the Borrowing Base upon
not less than three (3) Business Day’s prior written notice to the Borrower (during which period the Administrative Agent
shall be available to discuss any such proposed adjustments with the Borrower during normal business hours upon reasonable notice).
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by
means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan,
advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other
debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other
Person (excluding, in the case of the Borrower and its Subsidiaries, intercompany loans, advances, or Indebtedness having a term
not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business) or (c)
the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property
and assets or business of another Person or assets constituting a business unit, line of business or division of such Person.
For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured
at the time made), without adjustment for subsequent increases or decreases in the value of such Investment, less any Returns
to the Borrower or a Restricted Subsidiary in respect of such Investment. “Investment Grade Rating” shall mean with
respect to any Person, such Person has at least the minimum rating indicated below from two out of the three ratings agencies
named below: Ratings Agency Minimum Rating S&P BBB-(stable) Moody’s Baa3 (stable) Fitch BBB-(stable) “IP Rights”
has the meaning set forth in Section 5.15. “ISP” means, with respect to any Letter of Credit, the “International
Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version
thereof as may be in effect at the time of issuance). - 48-


 





    	 



    	 



    

 

 


“Issuer Documents” means with respect to any Letter
of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and
the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit. “Junior Financing”
has the meaning set forth in Section 7.13(a). “Junior Financing Documentation” means any documentation governing any
Junior Financing. “Latest Maturity Date” means, at any date of determination, the latest Maturity Date applicable
to any Loan or Commitment hereunder at such time, including the latest maturity date of any Incremental Revolving Credit Commitment,
or any Extended Revolving Credit Commitment, in each case as extended in accordance with this Agreement from time to time; provided
that in each case, in determining the Latest Maturity Date, clause (i)(y) of the definition of “Maturity Date” will
be disregarded. “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties,
rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation
or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof,
and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority. “L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s
funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share or other applicable share provided for
under this Agreement. “L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit
which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing. “L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase
of the amount thereof. “L/C Issuer” means Citi and any other Lender that becomes an L/C Issuer in accordance with
Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer
of Letters of Credit hereunder. “L/C Obligations” means, as at any date of determination, the aggregate amount available
to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.
For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall
be determined in accordance with Section 1.11. For all purposes of this Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. “Lender”
has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an L/C Issuer
and a Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein
as a “Lender.” “Lending Office” means, as to any Lender, such office or offices as a Lender may from time
to time notify the Borrower and the Administrative Agent. - 49-




 





    	 



    	 



    

 

 


“Letter of Credit” means any letter of credit issued
hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit; provided, however, that any
commercial letter of credit issued hereunder shall provide solely for cash payment upon presentation of a sight draft. “Letter
of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form
from time to time in use by the relevant L/C Issuer. “Letter of Credit Expiration Date” means the day that is five
(5) Business Days prior to the Maturity Date then in effect for the applicable Revolving Credit Facility (or, if such day is not
a Business Day, the next preceding Business Day). “Letter of Credit Sublimit” means an amount equal to the lesser
of (a) $25,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of,
and not in addition to, the Revolving Credit Facility. “LIBOR Successor Rate” has the meaning set forth in Section
3.03. “LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming
changes to the definition of “Base Rate”, the definition of “Interest Period”, timing and frequency of
determining rates and making payments of interest and other administrative matters as may be appropriate, in the reasonable discretion
of the Administrative Agent, in consultation with the Borrower, to reflect the adoption and implementation of such LIBOR Successor
Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice
(or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible
or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration
as the Administrative Agent determines, in consultation with the Borrower, is reasonably necessary in connection with the administration
of this Agreement). “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind
or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance
on title to Real Property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing). “Line
Cap” means, at any time, an amount equal to lesser of (i) the Aggregate Commitments at such time and (ii) the Borrowing
Base at such time. “Loan” means an extension of credit under Article II by a Lender to the Borrower in the form of
a Revolving Credit Loan or a Swing Line Loan (it being understood and agreed that Protective Advances shall be deemed to be Loans
for all purposes hereunder). “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Collateral
Documents, (iv) any Incremental Amendment (including, for the avoidance of doubt, each of the amendments referenced on the cover
hereto) or Extension Amendment, (v) each Letter of Credit Application, (vi) the Confidential Disclosure Letter and (vii) amendments
and joinders to this Agreement. “Loan Parties” means, collectively, the Borrower and each Guarantor. - 50-




 





    	 



    	 



    

 

 


“London Banking Day” means any day on which dealings
in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. “Margin Stock” shall
have the meaning assigned to such term in Regulation U of the Board of Governors of the United States Federal Reserve System,
or any successor thereto. “Master Agreement” has the meaning specified in the definition of “Swap Contract.”
“Material Adverse Effect” means a (a) material adverse effect on the business, operations, assets or financial condition
of the Borrower and its Restricted Subsidiaries, taken as a whole; (b) material adverse effect on the ability of the Loan Parties
(taken as a whole) to fully and timely perform any of their payment obligations under any Loan Document to which the Borrower
or any of the Loan Parties is a party; or (c) material adverse effect on the rights and remedies available to the Lenders or the
Administrative Agent under any Loan Document. “Material Domestic Subsidiary” means, at any date of determination,
each of the Borrower’s Domestic Subsidiaries (a) whose total assets at the last day of the most recent Test Period were
equal to or greater than 2.5% of Total Assets at such date or (b) whose gross revenues for such Test Period were equal to or greater
than 2.5% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries for such period, in each case determined
in accordance with GAAP; provided that if, at any time and from time to time after the Closing Date, Domestic Subsidiaries that
are not Guarantors solely because they do not meet the thresholds set forth in clauses (a) or (b) comprise in the aggregate more
than 5.0% of Total Assets as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements
have been delivered pursuant to Section 6.01 or more than 5.0% of the consolidated gross revenues of the Borrower and the Restricted
Subsidiaries for such Test Period, then the Borrower shall, not later than forty-five (45) days after the date by which financial
statements for such quarter or Test Period are required to be delivered pursuant to this Agreement (or such longer period as the
Administrative Agent may agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more
of such Domestic Subsidiaries as “Material Domestic Subsidiaries” to the extent required such that the foregoing condition
ceases to be true and (ii) comply with the provisions of Section 6.11 applicable to such Subsidiary. “Material Foreign Subsidiary”
means, at any date of determination, each of the Borrower’s Foreign Subsidiaries (a) whose total assets at the last day
of the most recent Test Period were equal to or greater than 2.5% of Total Assets at such date or (b) whose gross revenues for
such Test Period were equal to or greater than 2.5% of the consolidated gross revenues of the Borrower and the Restricted Subsidiaries
for such period, in each case determined in accordance with GAAP; provided that if, at any time and from time to time after the
Closing Date, Foreign Subsidiaries not meeting the thresholds set forth in clauses (a) or (b) comprise in the aggregate more than
5.0% of Total Assets as of the end of the most recently ended fiscal quarter of the Borrower for which financial statements have
been delivered pursuant to Section 6.01 or more than 5.0% of the consolidated gross revenues of the Borrower and the Restricted
Subsidiaries for such Test Period, then the Borrower shall, not later than forty-five (45) days after the date by which financial
statements for such quarter or Test Period are required to be delivered pursuant to this Agreement (or such longer period as the
Administrative Agent may agree in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more
of such Foreign Subsidiaries as “Material Foreign Subsidiaries” to the extent required such that the foregoing condition
ceases to be true and (ii) comply with the provisions of the definition of “Collateral and Guarantee Requirement.”
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“Material Indebtedness” any Indebtedness of any Loan
Party or any Restricted Subsidiary that has an aggregate principal amount greater than or equal to $100,000,000. “Material
Real Property” means any fee-owned real property located in the United States that is owned by any Loan Party and that has
a fair market value in excess of $5,000,000 (at the Closing Date or, with respect to real property acquired after the Closing
Date, at the time of acquisition, in each case, as reasonably estimated by the Borrower in good faith). “Material Subsidiary”
means any Material Domestic Subsidiary or any Material Foreign Subsidiary. “Maturity Date” means (i) with respect
to the Revolving Credit Facility, the earlier of (x) the fifth anniversary of the Amendment No. 67 Effective Date and (y) the
Springing Maturity Date, (ii) with respect to any tranche of Extended Revolving Credit Commitments, the final maturity date as
specified in the applicable Revolver Extension Request accepted by the respective Lender or Lenders; and (iii) with respect to
any Incremental Revolving Loans or Incremental Revolving Credit Commitments, the final maturity date as specified in the applicable
Incremental Amendment; provided that, in each case, if such day is not a Business Day, the Maturity Date shall be the Business
Day immediately succeeding such day. “Maximum Rate” has the meaning specified in Section 10.10. “Minimum Availability
Period” means any period after the end of the DenTek Acquisition Period (a) commencing when Excess Availability for any
consecutive two calendar day period is less than the greater of (i) 10% of the lesser of (A) Aggregate Commitments and (B) the
Borrowing Base and (ii) $17,500,000 and (b) ending after Excess Availability is at least the greater of (i) 10.0% of the lesser
of (A) Aggregate Commitments and (B) the Borrowing Base and (ii) $13,500,00017,500,000 for a period of 30 consecutive days. “Moody’s”
means Moody’s Investors Service, Inc. and any successor thereto. “Mortgage Policies” has the meaning specified
in the definition of “Collateral and Guarantee Requirement.” “Mortgaged Properties” has the meaning specified
in the definition of “Collateral and Guarantee Requirement.” “Mortgages” means collectively, the deeds
of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent
on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property in form and substance reasonably satisfactory
to the Administrative Agent, and any other mortgages executed and delivered pursuant to Sections 6.11 and 6.13, in each case,
as the same may from time to time be amended, restated, supplemented or otherwise modified. “Multiemployer Plan” means
any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party, any Restricted Subsidiary
or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding six plan years, has made or been obligated
to make contributions. “Net Orderly Liquidation Value” means, with respect to Inventory of any Person, the net orderly
liquidation value thereof expected to be realized at an orderly, negotiated sale held within a - 52-




 





    	 



    	 



    

 

 


reasonable period of time, net of all liquidation expenses, as
determined in a manner reasonably acceptable to the Administrative Agent by an appraiser reasonably acceptable to the Administrative
Agent (it being understood that the Net Orderly Liquidation Value shall be expressed as a percentage of such Inventory). “Net
Proceeds” means: (a) 100% of the cash proceeds actually received by the Borrower or any of the Restricted Subsidiaries (including
any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but in each case only
as and when received) from any Disposition or Casualty Event, net of (i) attorneys’ fees, accountants’ fees, investment
banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage
recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith,
(ii) the principal amount of any Indebtedness that is secured by a Lien (other than a Lien that ranks pari passu with or subordinated
to the Liens securing the Obligations) on the asset subject to such Disposition or Casualty Event and that is required to be repaid
in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents), together with any applicable
premium, penalty, interest and breakage costs, (iii) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted
Subsidiary, the pro rata portion of the Net Proceeds thereof (calculated without regard to this clause (iii)) attributable to
minority interests and not available for distribution to or for the account of the Borrower or a wholly owned Restricted Subsidiary
as a result thereof, (iv) taxes paid or reasonably estimated to be payable as a result thereof, and (v) the amount of any reasonable
reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes
deducted pursuant to clause (i) above) (x) related to any of the applicable assets and (y) retained by the Borrower or any of
the Restricted Subsidiaries including, without limitation, pension and other post-employment benefit liabilities and liabilities
related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of
such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be Net Proceeds of
such Disposition or Casualty Event occurring on the date of such reduction); provided that, subject to the restrictions set forth
in SectionsSection 7.05(j), if the Borrower shall deliver a certificate of a Responsible Officer of the Borrower to the Administrative
Agent promptly following receipt of any such proceeds setting forth the Borrower’s good faith intention to use any portion
of such proceeds to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of the Borrower
or its Restricted Subsidiaries or to make Permitted Acquisitions or any acquisition of all or substantially all the assets of,
or all the Equity Interests (other than directors’ qualifying shares) in, a Person or division or line of business of a
Person (or any subsequent investment made in a Person, division or line of business previously acquired), in each case within
12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12
months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds
are not so used within such 12 month period but within such 12-month period are contractually committed to be used, then upon
the termination of such contract or if such Net Proceeds are not so used within the later of such 12-month period and 180 days
from the entry into such contractual commitment, such remaining portion shall constitute Net Proceeds as of the date of such termination
or expiry without giving effect to this proviso); provided, further, that no proceeds realized in a single transaction or series
of related transactions shall constitute Net Proceeds unless (x) such proceeds shall exceed - 53-




 





    	 



    	 



    

 

 


$17,500,000 or (y) the aggregate net proceeds exceeds $35,000,000
in any fiscal year (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds under this clause
(a)), and (b) 100% of the cash proceeds from the incurrence, issuance or sale by the Borrower or any of the Restricted Subsidiaries
of any Indebtedness, net of all taxes paid or reasonably estimated to be payable as a result thereof and fees (including investment
banking fees and discounts), commissions, costs and other expenses, in each case incurred in connection with such issuance or
sale. For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to the Borrower
shall be disregarded. “Nominal Shares” means (a) for any Foreign Subsidiary, nominal issuances of Equity Interests
in an aggregate amount not to exceed 0.5% of the Equity Interests of such Foreign Subsidiary on a fully-diluted basis and (b)
in any case, director’s qualifying shares, in each case to the extent such issuances are required by applicable Law. “Non-Consenting
Lender” has the meaning set forth in Section 3.07(d). “Non-Defaulting Lender” means, at any time, a Lender that
is not a Defaulting Lender. “non-Expiring Credit Commitment” has the meaning provided in Section 2.04(g). “Non-extension
Notice Date” has the meaning specified in Section 2.03(b)(iii). “Note” means a Revolving Credit Note or a Swing
Line Note, as the context may require. “Notice of Intent to Cure” has the meaning set forth in Section 8.04. “Obligations”
means all (x) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party and its Restricted Subsidiaries
arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including
those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest
and fees that accrue after the commencement by or against any Loan Party or Restricted Subsidiary of any proceeding under any
Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed
claims in such proceeding and (y) obligations of the Borrower or any Restricted Subsidiary arising under any ABL Secured Hedge
Agreement or any ABL Secured Treasury Services Agreement. Without limiting the generality of the foregoing, the Obligations of
the Loan Parties under the Loan Documents (and of their Restricted Subsidiaries to the extent they have obligations under the
Loan Documents) include (a) the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit fees,
reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under
any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any
Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party. Notwithstanding anything herein to the
contrary, in no circumstances shall Excluded Swap Obligations constitute Obligations. “OID” means original issue discount.
- 54-




 





    	 



    	 



    

 

 


“Organization Documents” means, (a) with respect to
any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form
of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental
Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or
organization of such entity. “Other Taxes” has the meaning specified in Section 3.01(b). “Outstanding Amount”
means (a) with respect to the Revolving Credit Loans, Swing Line Loans and Protective Advances on any date, the outstanding principal
amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans (including any refinancing
of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing), Swing Line Loans
and Protective Advances, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date,
the outstanding Dollar Amount thereof on such date after giving effect to any L/C Credit Extension occurring on such date and
any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any
Letters of Credit (including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as
a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit taking effect
on such date. “Overnight Rate” means, for any day, the greater of the Federal Funds Rate and an overnight rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation. “Participant” has
the meaning specified in Section 10.07(e). “Participant Register” has the meaning specified in Section 10.07(e). “Payment
Condition” means, with respect to any action taken pursuant to Section 6.14, Section 7.02(i), Section 7.02(n)(y),x), Section
7.03(s), Section 7.06(g)(y) or 7.13(a) (in the case of Section 7.13, to the extent using the Cumulative Credit) or 7.03(sl) or
Section 7.13(a)(v), immediately after giving effect to such action, (I) Excess Availability is (and was for the period of 30 days
immediately preceding such action) no less than the greater of (A) $30,625,000 (but with respect to any action taken pursuant
to Section 7.06(g)(yl), $35,000,000) and (B) 17.5% (but with respect to any action taken pursuant to Section 7.06(g)(yl), 20%)
of the lesser of (i) Aggregate Commitments and (ii) the Borrowing Base or (II) (x) Excess Availability is (and was for the period
of 30 days immediately preceding such action) no less than the greater of (A) $21,875,000 (but with respect to any action taken
pursuant to Section 7.06(g)(yl), $26,250,000) and (B) 12.5% (but with respect to any action taken pursuant to Section 7.06(g)(yl),
15%) of the lesser of (i) Aggregate Commitments and (ii) the Borrowing Base and (y) the Consolidated Fixed Charge Coverage Ratio
for the most recently ended Test Period at the end of which financial statements were required to be delivered hereunder calculated
on a Pro Forma Basis is greater than or equal to 1.00 to 1.00. “PBGC” means the Pension Benefit Guaranty Corporation.
“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored - 55-


 





    	 



    	 



    

 

 


or maintained by any Loan Party or any ERISA Affiliate or to which
any Loan Party or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or
other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five (5)
plan years. “Perfection Certificate” means a certificate in the form of Exhibit II to the Security Agreement or any
other form reasonably approved by the Administrative Agent, as the same shall be supplemented from time to time. “Permitted
Acquisition” has the meaning set forth in Section 7.02(i). “Permitted Discretion” means the Administrative Agent’s
commercially reasonable judgment, exercised in good faith in accordance with its customary business practices for asset-based
lending transactions reasonably comparable to the credit facility hereunder; provided that any standard of eligibility or reserve
established or modified by the Administrative Agent shall have a reasonable relationship to circumstances, conditions, events
or contingencies which are the basis for such standard of eligibility or reserve, as reasonably determined, without duplication,
by the Administrative Agent in good faith. “Permitted Liens” means each Lien permitted under Section 7.01(a), (c),
(d), (e), (f), (g), (h), (i), (j), (k), (n), (q), (r), (t), (y) or (ee). “Permitted Ratio Debt” means Indebtedness
of the Borrower or any Restricted Subsidiary, provided that immediately after giving Pro Forma Effect thereto and to the use of
the proceeds thereof, (i) no Event of Default shall be continuing or result therefrom, (ii) the Payment Condition shall be satisfied,
(iii) the Total Leverage Ratio is no greater than 6.00:1.00 (but, in the event that Indebtedness is being incurred in reliance
on clause (iv) of this definition at substantially the same time that Indebtedness is being incurred pursuant to clause (iii)
of this definition, when calculating the Total Leverage Ratio for purposes of this clause (iii) to determine the permissibility
of the incurrence of such Indebtedness pursuant to this clause (iii) at such time, it is understood and agreed that any Indebtedness
so incurred at such time pursuant to clause (iv) of this definition shall be excluded from Consolidated Total Net Debt), (iv)
if such Indebtedness is secured, the aggregate principal amount of such Indebtedness incurred after the September 2014 Amendment
Closing Date shall not exceed $350,000,000 minus the aggregate amount of all Incremental Revolving Credit Commitments incurred
pursuant to Section 2.14(d) hereof minus the aggregate amount of all incremental commitments or loans that shall have become effective
under the Term Loan Credit Agreement after the September 2014 Amendment Closing Date, (v) such Indebtedness does not mature prior
to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (vi) [reserved],
(vii) such Indebtedness shall have terms and conditions (other than pricing, rate floors, discounts, fees, premiums and optional
prepayment or redemption provisions) that are not materially less favorable (when taken as a whole) to the Borrower than the terms
and conditions of the Term Loan Credit Agreement (as in effect on the Closing Date), (viii) if such Indebtedness is incurred or
guaranteed on a secured basis by a Loan Party, such Indebtedness is subject to the Term Loan Intercreditor Agreement and (ix)
any such Indebtedness incurred or guaranteed by a Restricted Subsidiary that is not a Loan Party, together with any Indebtedness
incurred or guaranteed by a Restricted Subsidiary that is not a Loan Party pursuant to Section 7.03(g), does not exceed in the
aggregate at any time outstanding the greater of $65,000,000 and 2.00% of Total Assets, in each case determined at the time of
incurrence; provided that a certificate of the Borrower as to the satisfaction of the conditions described in clause (vii) above
delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description
of the material terms and conditions of such Indebtedness or drafts of documentation relating - 56-




 





    	 



    	 



    

 

 


thereto, stating that the Borrower has determined in good faith
that such terms and conditions satisfy the foregoing requirements of such clause (vii), shall be conclusive unless the Administrative
Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description
of the basis upon which it disagrees). “Permitted Refinancing” means, with respect to any Person, any modification,
refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal
amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest
and premium thereon plus other amounts owing or paid related to such Indebtedness, and fees and expenses reasonably incurred,
in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any
existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness
permitted pursuant to Section 7.03(e), such modification, refinancing, refunding, renewal, replacement or extension has a final
maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater
than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended,
(c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Sections 7.03(e) or (f),
at the time thereof, no Event of Default shall have occurred and be continuing, (d) if such Indebtedness being modified, refinanced,
refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, to the extent such Indebtedness
being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such
modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations
on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified,
refinanced, refunded, renewed, replaced or extended and (e) notwithstanding anything contained in Section 7.03(c), such modification,
refinancing, refunding, renewal, replacement or extension is incurred by one or more Persons who is an obligor of the Indebtedness
being modified, refinanced, refunded, renewed, replaced or extended. “Person” means any natural person, corporation,
limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. “Plan”
means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established or maintained by
any Loan Party or any Restricted Subsidiary or, with respect to any such plan that is subject to Section 412 of the Code or Title
IV of ERISA, any ERISA Affiliate. “Platform” has the meaning set forth in Section 6.01(d). “Pledged Debt”
has the meaning set forth in the Security Agreement. “Pledged Equity” has the meaning set forth in the Security Agreement.
“primary obligor” has the meaning specified in the definition of “Guarantee.” “Proceeding”
has the meaning set forth in Section 10.05. “Proceeds” has the meaning set forth in Section 9-102(a)(64) of the UCC.
“Pro Forma Balance Sheet” has the meaning set forth in Section 5.05(c). - 57-




 





    	 



    	 



    

 

 


“Pro Forma Basis” and “Pro Forma Effect”
means, with respect to compliance with any test or covenant or calculation of any ratio hereunder, the determination or calculation
of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.09. “Pro
Forma Financial Statements” has the meaning set forth in Section 5.05(c). “Pro Rata Share” means, with respect
to each Lender, at any time a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which
is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of
which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that, in the
case of the Revolving Credit Facility, if such Commitments have been terminated, then the Pro Rata Share of each Lender shall
be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any
subsequent assignments made pursuant to the terms hereof. “Projections” has the meaning set forth in Section 6.01(c).
“Protective Advances” has the meaning set forth in Section 2.18(a). “PTE” means a prohibited transaction
class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “Public
Lender” has the meaning set forth in Section 6.01(d). “QFC” has the meaning specified in Section 10.22(b). “QFC
Credit Support” has the meaning set forth in Section 10.22. “Qualified ECP Guarantor” means, in respect of any
Swap Obligation, each Loan Party with total assets exceeding $10,000,000 or that qualifies at the time the relevant Guarantee
or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes
an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and
can cause another person to qualify as an “eligible contract participant” at such time under § 1a(18)(A)(v)(II)
of the Commodity Exchange Act. “Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity
Interests. “Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or
other estate) in and to any and all parcels of or interests in real property owned, leased or otherwise held by any Person, whether
by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto,
all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights
incidental to the ownership, lease or operation thereof. “Refinancing” means the prepayment of all indebtedness under
that certain Credit Agreement, dated as of March 24, 2010 (as amended, restated, supplemented, or modified from time to time prior
to the Closing Date), among the Borrower, Holdings, Bank of America, N.A., as administrative agent and collateral agent, the lenders
party thereto, and the other agents party thereto, shall have been paid in full, and all commitments, security interests and guaranties
in connection therewith shall have been terminated and released. - 58-




 





    	 



    	 



    

 

 


“Register” has the meaning set forth in Section 10.07(d).
“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A
under the Securities Act or other private placement transaction under the Securities Act of 1933, substantially identical notes
(having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the
SEC. “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors,
officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. “Release”
means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, dispersing or migrating in, into, onto or through the Environment or from or through any facility, property
or equipment. “Reportable Event” means any of the events set forth in Section 4043(c) of ERISA or the regulations
issued thereunder, other than events for which the otherwise applicable notice period has been waived by regulation or otherwise
by the PBGC. “Request for Credit Extension” means (a) with respect to a Borrowing, continuation or conversion of Revolving
Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice. “Required Class Lenders” means, with respect to any Class
on any date of determination, Lenders having more than 50% of the sum of (i) the outstanding Loans under such Class and (ii) the
aggregate unusedUnused Commitments under such Facility. “Required Facility Lenders” mean, as of any date of determination,
with respect to any Facility, Lenders having more than 50% of the sum of (a) the Total Outstandings under such Facility (with
the aggregate Dollar Amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line
Loans, as applicable, under such Facility being deemed “held” by such Lender for purposes of this definition) and
(b) the aggregate unusedUnused Commitments under such Facility; provided that the unusedUnused Commitments of, and the portion
of the Total Outstandings under such Facility held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of the Required Facility Lenders. “Required Lenders” means, as of any date of determination,
Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate Dollar Amount of each Lender’s
risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender
for purposes of this definition), and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit
Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes
of making a determination of Required Lenders. “Reserves” means any and all reserves (including, without limitation,
Account Reserves and Inventory Reserves) which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain
(including, without limitation, reserves for liabilities secured by Liens on Collateral included in the Borrowing Base, which
Liens are senior to the Administrative Agent’s Liens, reserves for rent at locations leased by the Borrower or any Subsidiary
Guarantor and for consignee’s, warehousemen’s and bailee’s charges (unless a Collateral Access Agreement shall
be in effect with respect to the subject - 59-




 





    	 



    	 



    

 

 


property) and provided that such reserves for any such location
shall not exceed the amount advanced against Eligible Inventory located at such location, reserves for ABL Pari Passu Hedge Agreements,
reserves for ABL Pari Passu Treasury Services Agreements) with respect to the Collateral of the Borrower or any Subsidiary Guarantor.
The Administrative Agent may, from time to time, in its Permitted Discretion, (x) other than with respect to reserves for ABL
Pari Passu Hedge Agreements and ABL Pari Passu Treasury Services Agreements, adjust Reserves upon not less than three (3) Business
Days’ prior written notice to the Borrower (during which period the Administrative Agent shall be available to discuss any
such proposed adjustments with the Borrower during normal business hours upon reasonable notice) and (y) with respect to reserves
for ABL Pari Passu Hedge Agreements and ABL Pari Passu Treasury Services Agreements, adjust Reserves upon same-day notice to the
Borrower. “Responsible Officer” means the chief executive officer, president, vice president, chief financial officer,
chief administrative officer, secretary or assistant secretary, treasurer or assistant treasurer or other similar officer of a
Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party. “Restricted Cash” means cash and
Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from being distributed to the Borrower. “Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity
Interest of the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation
or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s or a Restricted Subsidiary’s
stockholders, partners or members (or the equivalent Persons thereof). “Restricted Subsidiary” means any Subsidiary
of Holdings other than an Unrestricted Subsidiary. “Retained Percentage” means, with respect to any Excess Cash Flow
Period (a) 100% minus (b) the Applicable ECF Percentage with respect to such Excess Cash Flow Period. “Returns” means,
with respect to any Investment, any dividends, distributions, interest, fees, premium, return of capital, repayment of principal,
income, profits (from a Disposition or otherwise) and other amounts received or realized in respect of such Investment. “Revolver
Extension Request” has the meaning provided in Section 2.16(b). “Revolver Extension Series” has the meaning
provided in Section 2.16(b). “Revolving Commitment Increase” has the meaning set forth in Section 2.14(a). “Revolving
Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case
of Eurocurrency Rate Loans, having the same Interest Period, made by each of the Revolving Credit Lenders pursuant to Section
2.01(b). “Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving
Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters
of Credit and (c) purchase participations in Swing Line Loans, in - 60-




 





    	 



    	 



    

 

 


an aggregate principal amount at any one time outstanding not
to exceed the amount set forth opposite such Lender’s name in Section 1.01A of the Confidential Disclosure Letter under
the caption “Revolving Credit Commitment”Schedule I to Amendment No. 7 or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement (including Section 2.14 and Section 10.07(b)). The aggregate Revolving Credit Commitments of all Revolving Credit
Lenders shall be $175,000,000 on the Amendment No. 67 Effective Date, as such amount may be adjusted from time to time in accordance
with the terms of this Agreement. “Revolving Credit Exposure” means, as to each Revolving Credit Lender, the sum of
the amount of the Outstanding Amount of such Revolving Credit Lender’s Revolving Credit Loans and its Pro Rata Share or
other applicable share provided for under this Agreement of the Dollar Amount of the L/C Obligations and the Swing Line Obligations
and Protective Advances at such time. “Revolving Credit Facility” means, at any time, the aggregate amount of the
Revolving Credit Commitments at such time. “Revolving Credit Lender” means, at any time, any Lender that has a Revolving
Credit Commitment at such time or, if Revolving Credit Commitments have terminated, Revolving Credit Exposure. “Revolving
Credit Loan” has the meaning set forth in Section 2.01(b). “Revolving Credit Note” means a promissory note of
the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto,
evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans
made by such Revolving Credit Lender to the Borrower. “S&P” means Standard & Poor’s Ratings Services,
a division of The McGraw-Hill Companies, Inc., and any successor thereto. “Same Day Funds” means immediately available
funds. “Sanctions” has the meaning specified in Section 5.18(c). “Scheduled Unavailability Date” has the
meaning set forth in Section 3.03. “SEC” means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions. “Secured Leverage Ratio” means, with respect to any Test Period, the
ratio of (a) Consolidated Secured Net Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.
“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, Cash Management Banks
and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05. “Securities
Act” means the Securities Act of 1933, as amended. - 61-




 





    	 



    	 



    

 

 


“Security Agreement” means an ABL Security Agreement
substantially in the form of Exhibit F. “Security Agreement Supplement” has the meaning specified in the Security
Agreement. “Seller” has the meaning specified in the preliminary statements to this Agreement. “Senior Notes”
means the $250,000,000 in aggregate principal amount of the Borrower’s 8.125% senior unsecured notes due 2020 and any Registered
Equivalent Notes having substantially identical terms and issued pursuant to the Senior Notes Indenture in exchange for the initial,
unregistered senior unsecured notes. “Senior Notes Indenture” means the Indenture for the Senior Notes, dated as of
January 31, 2012, between the Borrower and U.S. Bank, National Association, as trustee, as the same may be amended, modified,
supplemented, replace or refinanced to the extent not prohibited by this Agreement. “September 2014 Amendment Closing Date”
means September 3, 2014, the date on which all conditions precedent set forth in Section 3 of Amendment No. 3 are satisfied. “Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value
of the assets of such Person and its Subsidiaries, on a consolidated basis, exceeds, on a consolidated basis, their debts and
liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of such Person and its
Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated
basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become
absolute and matured, (c) such Person and its Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such liabilities become absolute and matured and (d) such Person and its Subsidiaries,
on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.
The amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become
an actual and matured liability. “SPC” has the meaning specified in Section 10.07(h). “Specified Junior Financing
Obligations” means any obligations in respect of any Junior Financing in respect of which any Loan Party is an obligor in
a principal amount in excess of the Threshold Amount. “Specified Loan Party” means any Loan Party that is not an “eligible
contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 11.11 hereof). “Specified
Representations” means those representations and warranties made by the Borrower in Sections 5.01(a), 5.01(b)(ii), 5.02(a),
5.02(b)(i), 5.02(b)(iii), 5.03 (to the extent related to consents or approvals under Organization Documents of any Loan Party
or under any material Law), 5.04, 5.12, 5.16, 5.17, 5.18 and 5.19 (subject, in the case of Section 5.19, to the proviso at the
end of Section 4.01(a)). “Specified Transaction” means any Investment that results in a Person becoming a Restricted
Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition
or any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting
an acquisition of assets constituting a business unit, line of business or division of, or all or substantially all of the Equity
Interests of, another Person or - 62-




 





    	 



    	 



    

 

 


any Disposition of a business unit, line of business or division
of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, or any incurrence
or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility or line of credit),
Restricted Payment, Incremental Revolving Credit Commitment or Incremental Revolving Loan that by the terms of this Agreement
requires such test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect.” “Speculative
Grade Rating” shall mean with respect to any Person, such Person has at least the minimum rating indicated below from two
out of the three ratings agencies named below: Ratings Agency Minimum Rating S&P BB-(stable) Moody’s Ba3 (stable) Fitch
BB-(stable) “Split Brands” means the Debrox and Gly-Oxide brands. “Split Brands Acquisition” has the meaning
specified in the preliminary statements to this Agreement. “Split Brands Acquisition Agreement” has the meaning specified
in the preliminary statements to this Agreement. “Split Brands Cutoff Date” means July 31, 2012. “Springing
Maturity Date” means 91 days prior to the date of any scheduled repayment of Material Indebtedness (as such date of scheduled
repayment of such Material Indebtedness may be accelerated or otherwise moved to an earlier date as a result of any Indebtedness
(other than such Material IndebtdnessIndebtedness) not being repaid or refinanced). “Subsidiary” of a Person means
a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares
of securities or other interests having ordinary voting power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned,
(ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise
controlled, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of
the Borrower. “Subsidiary Guarantor” means any Guarantor other than Holdings. “Successor Company” has
the meaning specified in Section 7.04(d). “Supermajority Lenders” means, at any time, Lenders (other than Defaulting
Lenders) having Commitments aggregating more than 662⁄3% of the Aggregate Commitments, or if the Commitments have been terminated,
Lenders (other than Defaulting Lenders) whose percentage of the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans
and all L/C Obligations (with the aggregate Dollar Amount of each Lender’s risk participation and funded participation in
L/C Obligations and Swing Line - 63-




 





    	 



    	 



    

 

 


Loans being deemed “held” by such Lender for purposes
of this definition) aggregate more than 662⁄3% of such Outstanding Amount. “Supported QFC” has the meaning set
forth in Section 10.22. “Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index
swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions
or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International
Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any
such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations
or liabilities under any Master Agreement. “Swap Obligations” means, with respect to any Guarantor, any obligation
to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section
1a(47) of the Commodity Exchange Act. “Swap Termination Value” means, in respect of any one or more Swap Contracts,
after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any
date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith,
such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). “Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.04. “Swing Line Facility” means the swing line loan facility
made available by the Swing Line Lenders pursuant to Section 2.04. “Swing Line Lender” means Citi, in its capacity
as provider of Swing Line Loans or any successor swing line lender hereunder. “Swing Line Loan” has the meaning specified
in Section 2.04(a). “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),
which, if in writing, shall be substantially in the form of Exhibit B hereto. “Swing Line Note” means a promissory
note of the Borrower payable to any Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto,
evidencing the aggregate Indebtedness of the Borrower to such Swing Line Lender resulting from the Swing Line Loans. “Swing
Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.
- 64-




 





    	 



    	 



    

 

 


“Swing Line Sublimit” means an amount equal to the
lesser of (a) $15,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of,
and not in addition to, the Revolving Credit Commitments. “Syndication Agent” means Morgan Stanley Senior Funding,
Inc., in its capacity as syndication agent. “Tax Group” has the meaning specified in Section 7.06(h)(iii). “Taxes”
means all present or future taxes, duties, levies, imposts, assessments or withholdings imposed by any Governmental Authority
including interest, penalties and additions to tax. “Term Agent” means Citibank, N.A., in its capacity as administrative
agent under the Term Loan Credit Agreement Documentation, or any successor administrative agent or collateral agent under the
Term Loan Credit Agreement Documentation. “Term Loan Acquisition Borrowing” has the meaning specified in the preliminary
statements to this Agreement. “Term Loan Credit Agreement” means that certain credit agreement dated as of the Closing
Date, among Holdings, the Borrower, the Subsidiary Guarantors party thereto, the lenders party thereto and the Term Agent, as
the same may be amended, restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced from time to time
in one or more agreements (in each case with the same or new lenders, institutional investors or agents), including any agreement
extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the
amount loaned or issued thereunder or altering the maturity thereof, in each case as and to the extent permitted by this Agreement
and the Term Loan Intercreditor Agreement. “Term Loan Credit Agreement Documentation” means the Term Loan Credit Agreement
and all security agreements, guarantees, pledge agreements and other agreements or instruments executed in connection therewith.
“Term Loan Facility Indebtedness” means (i) Indebtedness of Holdings, the Borrower or any Restricted Subsidiary outstanding
under the Term Loan Credit Agreement Documentation and (ii) any Swap Contract permitted pursuant to Article VII hereof that is
entered into by and between the Borrower or any Restricted Subsidiary and any Person that is a lender under the Term Loan Credit
Agreement or an Affiliate of a lender under the Term Loan Credit Agreement at the time such Swap Contract is entered into. “Term
Loan Intercreditor Agreement” means that certain Intercreditor Agreement substantially in the form of Exhibit L hereof,
dated as of the date hereof, among the administrative agent under the Term Loan Credit Agreement, the Administrative Agent on
behalf of the Secured Parties, and the Loan Parties, as amended and in effect from time to time. “Test Period” means,
for any date of determination under this Agreement, the four consecutive fiscal quarters of the Borrower most recently ended as
of such date of determination. “Threshold Amount” means $42,500,000. “Total Assets” means the total assets
of the Borrower and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP, as shown on the most recent balance
sheet of the Borrower - 65-




 





    	 



    	 



    

 

 


delivered pursuant to Section 6.01(a) or (b) or, for the period
prior to the time any such statements are so delivered pursuant to Section 6.01(a) or (b), the Pro Forma Financial Statements.
“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Net Debt as of
the last day of such Test Period to (b) Consolidated EBITDA for such Test Period. “Total Outstandings” means the aggregate
Outstanding Amount of all Loans and all L/C Obligations. “Transaction Expenses” means any fees or expenses incurred
or paid by Holdings, the Borrower or any of their respective Subsidiaries in connection with the Transactions (including expenses
in connection with hedging transactions), this Agreement and the other Loan Documents and the transactions contemplated hereby
and thereby. “Transactions” means, collectively, (a) the Acquisition and other related transactions contemplated by
the Acquisition Agreement, (b) the issuance of the Senior Notes, (c) the funding of the term loans under the Term Loan Credit
Agreement on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (d) the
Refinancing and (e) the payment of Transaction Expenses. “Transferred Guarantor” has the meaning specified in Section
11.09. “Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan. “Uniform
Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in
the State of New York or the Uniform Commercial Code (or similar code or statute) of another jurisdiction, to the extent it may
be required to apply to any item or items of Collateral. “United States” and “U.S.” mean the United States
of America. “United States Tax Compliance Certificate” has the meaning set forth in Section 3.01(d)(ii)(C) and is
in substantially the form of Exhibit I hereto. “Unreimbursed Amount” has the meaning set forth in Section 2.03(c)(i).
“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by the board of directors of the Borrower
as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date. “Unused Commitment” means,
on any day, (a) the then Aggregate Commitments minus (b) the sum of (i) the principal amount of Loans of the Borrower then outstanding
and (ii) the then L/C Obligations. “USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56. “U.S. Special Resolution Regimes”
has the meaning set forth in Section 10.22. - 66-




 





    	 



    	 



    

 

 


“Weekly Reporting Period” means any period after the
end of the DenTek Acquisition Period beginning on the date that is five (5) Business Days following the date when the Excess Availability
is less than the greater of (x) 12.510.0% of the lesser of (i) Aggregate Commitments and (ii) the Borrowing Base and (y) $21,875,00017,500,000
and ending on the date that is five (5) Business Days following the date when the Excess Availability is equal to or greater than
the greater of (x) 12.510.0% of the lesser of (i) Aggregate Commitments and (ii) the Borrowing Base and (y) $21,875,000.17,500,000.
“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained
by dividing: (i) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number
of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (ii) the
then outstanding principal amount of such Indebtedness; provided that in determining the Weighted Average Life to Maturity of
the Revolving Credit Facility, clause (i)(y) of the definition of “Maturity Date” shall be disregarded. “wholly
owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests
of which (other than (x) director’s qualifying shares and (y) shares issued to foreign nationals to the extent required
by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person. “Winter 2017
Refinancing” means the prepayment of all amounts outstanding under (i) that certain Amended and Restated Loan and Security
Agreement, dated as of December 15, 2015, by and among C.B. Fleet Company, Incorporated, as borrower, C.B. Fleet, LLC, as holdings,
the other loan parties party thereto, the lenders and financial institutions party thereto and GCI Capital Markets LLC, as agent,
(ii) that certain Amended and Restated Note Purchase and Guarantee Agreement, dated as of December 15, 2015 with respect to the
notes due December 15, 2022, by and among C.B. Fleet Company, Incorporated, as issuer, C.B. Fleet, LLC, as holdings, the other
guarantors party thereto and the purchasers named in the purchaser schedule attached thereto and (iii) that certain Amended and
Restated Note Purchase Agreement, dated as of December 15, 2015 with respect to the notes due December 15, 2023, by and among
C.B. Fleet HoldCo, LLC, a Delaware limited liability company, as issuer and the purchasers named in the purchaser schedule attached
thereto, and, in the case of each of clauses (i) through (iii) all commitments, security interests and guaranties in connection
therewith shall have been terminated and released. “Winter 2017 Transaction Expenses” means any fees or expenses incurred
or paid by Holdings, the Borrower or any of their respective Subsidiaries in connection with the Winter 2017 Transactions (including
expenses in connection with hedging transactions), Amendment No. 4 to the Term Loan Credit Agreement and the transactions contemplated
hereby and thereby (including Amendment No. 6 to this AgreeementAgreement). “Winter 2017 Transactions” means, collectively,
(a) the C.B. Fleet Acquisition, (b) the funding of the term loans on the Amendment No. 6 Effective Date and the execution and
delivery of Amendment No. 4 to the Term Loan Credit Agreement, (c) the execution and delivery by the Borrower and the Subsidiaries
party thereto of Amendment No. 6 to this Agreement, (d) the Winter 2017 Refinancing and (e) the payment of Winter 2017 Transaction
Expenses. “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the - 67-




 





    	 



    	 



    

 

 


Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule. Section 1.02 Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. (b) The words
“herein,” “hereto,” “hereof” and “hereunder” and words of similar import when
used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. (c) Article,
Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. (d) The term “including”
is by way of example and not limitation. (e) The word “or” is not exclusive. (f) The term “documents”
includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings,
however evidenced, whether in physical or electronic form. (g) In the computation of periods of time from a specified date to
a later specified date, the word “from” means “from and including”; the words “to” and “until”
each mean “to but excluding”; and the word “through” means “to and including.” (h) Section
headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Loan Document. (i) For purposes of determining compliance with any Section of Article VII at any
time, in the event that any Lien, Investment, Indebtedness (whether at the time of incurrence or upon application of all or a
portion of the proceeds thereof), Disposition, Restricted Payment, Affiliate transaction, Contractual Obligation or prepayment
of Indebtedness meets the criteria of one or more than one of the categories of transactions permitted pursuant to any clause
of such Sections, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined
by the Borrower in its sole discretion at such time. Section 1.03 Accounting Terms. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically
prescribed herein. - 68-




 





    	 



    	 



    

 

 


Section 1.04 Rounding. Any financial ratios required to be maintained
by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this
Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number
(with a rounding up if there is no nearest number). Section 1.05 References to Agreements, Laws, Etc. Unless otherwise expressly
provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but
only to the extent that such amendments, restatements, extensions, supplements and other modifications are permitted by the Loan
Documents; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Law. Section 1.06 Times of Day. Unless otherwise specified, all references herein to times
of day shall be references to Eastern time (daylight or standard, as applicable). Section 1.07 Timing of Payment of Performance.
When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required
on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period)
or performance shall extend to the immediately succeeding Business Day. Section 1.08 Cumulative Credit Transactions. If more than
one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount
of the Cumulative Credit immediately prior to the taking of such action, the permissibility of the taking of each such action
shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously. Section
1.09 Pro Forma Calculations. (a) Notwithstanding anything to the contrary herein, financial ratios and tests, including the Total
Leverage Ratio, the Secured Leverage Ratio, the Consolidated First Lien Net Leverage Ratio and the Consolidated Fixed Charge Coverage
Ratio shall be calculated in the manner prescribed by this Section 1.09; provided that notwithstanding anything to the contrary
in clauses (b), (c) or (d) of this Section 1.09, when calculating the Consolidated First Lien Net Leverage Ratio, the Total Leverage
Ratio and the Consolidated Fixed Charge Coverage Ratio, each as applicable, for purposes of (i) the definition of “Applicable
ECF Percentage of Excess Cash Flow” and (ii) determining actual compliance (and not whether the Payment Condition has been
satisfied) with Section 7.11, the events described in this Section 1.09 that occurred subsequent to the end of the applicable
Test Period shall not be given pro forma effect. In addition, whenever a financial ratio or test is to be calculated on a pro
forma basis, the reference to the “Test Period” for purposes of calculating such financial ratio or test shall be
deemed to be a reference to, and shall be based on, the most recently ended Test Period for which internal financial - 69-




 





    	 



    	 



    

 

 


statements of the Borrower are available (as determined in good
faith by the Borrower); provided that, the provisions of this sentence shall not apply for purposes of calculating the Consolidated
First Lien Net Leverage Ratio, the Total Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio for purposes of the definition
of “Applicable ECF Percentage of Excess Cash Flow” and determining actual compliance with Section 7.11 (and not for
the purpose of determining whether the Payment Condition has been satisfied), each of which shall be based on the financial statements
delivered pursuant to Section 6.01(a) or (b), as applicable, for the relevant Test Period. (b) For purposes of calculating any
financial ratio or test, Specified Transactions (with any incurrence or repayment of any Indebtedness in connection therewith
to be subject to clause (d) of this Section 1.09) that have been made (i) during the applicable Test Period and (ii) if applicable
as described in clause (a) above, subsequent to such Test Period and prior to or simultaneously with the event for which the calculation
of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase
or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction)
had occurred on the first day of the applicable Test Period. If since the beginning of any applicable Test Period any Person that
subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its
Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required
adjustment pursuant to this Section 1.09, then such financial ratio or test shall be calculated to give pro forma effect thereto
in accordance with this Section 1.09. (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations
shall be made in good faith by a responsible financial or accounting officer of the Borrower and include, for the avoidance of
doubt, the amount of “run-rate” cost savings, operating expense reductions and synergies projected by the Borrower
in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated
on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day
of such period and as if such cost savings, operating expense reductions and synergies were realized during the entirety of such
period) and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed
to be taken or expected to be taken (including any savings expected to result from the elimination of a public target’s
compliance costs with public company requirements) net of the amount of actual benefits realized during such period from such
actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and
during any subsequent Test Period in which the effects thereof are expected to be realized relating to such Specified Transaction;
provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower,
(B) such actions have been taken or with respect to which substantial steps have been taken (in the good faith determination of
the Borrower) within eighteen (18) months after the date of such Specified Transaction, and (C) no amounts shall be added pursuant
to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether
through a pro forma adjustment or otherwise, with respect to such period; provided that any increase to Consolidated EBITDA as
a result of cost savings, operating expense reductions and synergies pursuant to this Section 1.09(c) shall be subject to the
limitation set forth in the proviso of clause (viii) of the definition of “Consolidated EBITDA.” (d) In the event
that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption,
repayment, retirement or extinguishment) any Indebtedness included in the calculations of any financial ratio or test (in each
case, other than Indebtedness incurred or repaid under any revolving credit facility), (i) during the applicable Test Period or
(ii) subject to clause (a) subsequent to the end of the applicable Test Period and prior to or - 70-




 





    	 



    	 



    

 

 


simultaneously with the event for which the calculation of any
such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment
of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (or the first
day of the applicable Test Period solely in the case of the Consolidated Fixed Charge Coverage Ratio). (e) If any Indebtedness
bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as
if the rate in effect on the date of the event for which the calculation of the Consolidated Fixed Charge Coverage Ratio is made
had been the applicable rate for the entire period (taking into account any hedging obligations applicable to such Indebtedness);
provided, in the case of repayment of any Indebtedness, to the extent actual interest related thereto was included during all
or any portion of the applicable Test Period, the actual interest may be used for the applicable portion of such Test Period.
Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible
financial or accounting officer of the Borrower to be the rate of interest implicit in such Capitalized Lease Obligation in accordance
with GAAP. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar
rate, a London interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or
if none, then based upon such optional rate chosen as the Borrower or Restricted Subsidiary may designate. Section 1.10 Currency
Generally. For purposes of determining compliance with Sections 7.01, 7.02 and 7.03 with respect to any amount of Indebtedness
or Investment in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates
of currency exchange occurring after the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment,
at the time incurred, made or acquired, was permitted hereunder). All determinations of the Dollar-equivalent amount of any amounts
denominated in a currency other than Dollars shall be made by the Administrative Agent acting in its Permitted Discretion. Section
1.11 Letters of Credit. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be
the Dollar Amount of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to
any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic
increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Amount of the maximum
stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is
in effect at such time. Section 1.12 Divisions. For all purposes under the Loan Documents, in connection with any division or
plan of division under Delaware law (or any comparable even under a different jurisdiction’s laws):(a) if any asset, right,
obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be
deemed to have been transferred from the original Person to the subsequent Person and (b) if any new Person comes into existence,
such new Person shall be deemed to have been organized or formed on the first date of its existence by the holders of its Equity
Interests at such time. - 71-




 





    	 



    	 



    

 

 


ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS Section 2.01
The Loans. (a) [Reserved]. (b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving
Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars pursuant to Section 2.02 from its applicable
Lending Office (each such loan, a “Revolving Credit Loan”) to the Borrower from time to time, on any Business Day
during the period from the Closing Date until the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding
the amount of such Lender’s Revolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing,
(x) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share or other
applicable share provided for under this Agreement of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding Amount of all Swing Line Loans and
Protective Advances, shall not exceed the lesser of (i) such Lender’s Revolving Credit Commitment at such time and (ii)
such Lender’s Pro Rata Share of the Borrowing Base at such time and (y) the aggregate outstanding amount of Total Outstandings
shall not exceed the Line Cap at such time. Within the limits of each Lender’s Revolving Credit Commitment, and subject
to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow
under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.
Section 2.02 Borrowings, Conversions and Continuations of Loans. (a) Each Revolving Credit Borrowing, each conversion of Revolving
Credit Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s
irrevocable notice, to the Administrative Agent (provided that the notices in respect of the initial Credit Extensions may be
conditioned on the closing of the Acquisition), which may be given by telephone. Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. (New York, New York time) (1) three (3) Business Days prior to the requested date of any Borrowing
or continuation of Eurocurrency Rate Loans or any conversion of Base Rate Loans to Eurocurrency Rate Loans, and (2) on the requested
date of any Borrowing of Base Rate Loans; provided that the notice referred to in subclause (1) above may be delivered no later
than one (1) Business Day prior to the Closing Date in the case of initial Credit Extensions. Each telephonic notice by the Borrower
pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan
Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Except as provided in Section 2.14, each
Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000, or
a whole multiple of $100,000, in excess thereof. Except as provided in Section 2.03(c), 2.04(c), 2.14 or 2.18(b), each Borrowing
of or conversion to Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess
thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Revolving
Credit Borrowing, a conversion of Revolving Credit Loans from one Type to the other or a continuation of Eurocurrency Rate Loans,
(ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii)
the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing
Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi)
wire instructions of the account(s) to which funds are - 72-




 





    	 



    	 



    

 

 


to be disbursed (it being understood, for the avoidance of doubt,
that the amount to be disbursed to any particular account may be less than the minimum or multiple limitations set forth above
so long as the aggregate amount to be disbursed to all such accounts pursuant to such Borrowing meets such minimums and multiples).
If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fail to give a timely notice requesting a conversion
or continuation, then the applicable Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic
conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the
applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate
Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest
Period of one (1) month. (b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Pro Rata Share or other applicable share provided for under this Agreement of the applicable Class
of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall
notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a).
In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent
in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable
Committed Loan Notice. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received
by the Administrative Agent either by (i) crediting the account(s) of the Borrower on the books of the Administrative Agent with
the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided by the Borrower
to (and reasonably acceptable to) the Administrative Agent; provided that if, on the date the Committed Loan Notice with respect
to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such
Borrowing shall be applied, first, to the payment in full of any such L/C Borrowing, second, to the payment in full of any such
Swing Line Loans, and third, to the Borrower as provided above. (c) Except as otherwise provided herein, a Eurocurrency Rate Loan
may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan unless the Borrower pays
the amount due, if any, under Section 3.05 in connection therewith. During the occurrence and continuation of an Event of Default,
the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurocurrency Rate
Loans. (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any
Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. The determination of the Eurocurrency Rate
by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding,
the Administrative Agent shall notify the Borrower and the Lenders of any change in Citi’s prime rate used in determining
the Base Rate promptly following the public announcement of such change. (e) After giving effect to all Revolving Credit Borrowings,
all conversions of Revolving Credit Loans from one Type to the other, and all continuations of Revolving Credit Loans as the same
Type, there shall not be more than four (4) Interest Periods in effect; provided that after the establishment of any new Class
of Loans pursuant to an Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall
increase by three (3) Interest Periods for each applicable Class so established. (f) The failure of any Lender to make the Loan
to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its
Loan on the date of such - 73-




 





    	 



    	 



    

 

 


Borrowing, but no Lender shall be responsible for the failure
of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing. (g) Unless the Administrative
Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to
the Administrative Agent such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such
Borrowing, the Administrative Agent may assume that such Lender has made such Pro Rata Share or other applicable share provided
for under this Agreement available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (b)
above, and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding
amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made
such portion available to the Administrative Agent, each of such Lender and the Borrower severally agree to repay to the Administrative
Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrower,
the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the Overnight
Rate plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance with the
foregoing. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this Section
2.02(g) shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such interest to the Administrative
Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such
interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative
Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower
shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to
the Administrative Agent. Section 2.03 Letters of Credit. (a) The Letter of Credit Commitment. (i) Subject to the terms and conditions
set forth herein, (A) each L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth
in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit
Expiration Date, to issue Letters of Credit at sight denominated in Dollars for the account of the Borrower (provided that any
Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend or renew Letters of Credit previously
issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit and (B) the Revolving Credit
Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that no L/C Issuer
shall be obligated to make any L/C Credit Extension with respect to any Letter of Credit, and no Lender shall be obligated to
participate in any Letter of Credit if as of the date of such L/C Credit Extension and after giving effect thereto, (x) the Revolving
Credit Exposure of any Revolving Credit Lender would exceed such Lender’s Revolving Credit Commitment, (y) the Total Outstandings
would exceed the Line Cap at such time or (z) the Outstanding Amount of the L/C Obligations would exceed the Letter of Credit
Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain
Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit
to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. - 74-




 





    	 



    	 



    

 

 


(ii) An L/C Issuer shall be under no obligation to issue any Letter
of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin
or restrain such L/C Issuer from issuing such Letter of Credit, or any Law applicable to such L/C Issuer or any directive (whether
or not having the force of law) from any Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or direct
that such L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall
impose upon such L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such
L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any
unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which such L/C Issuer is not otherwise compensated
hereunder); (B) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last renewal, unless (1) each Appropriate Lender has approved of such expiration date or
(2) the Outstanding Amount of L/C Obligations in respect of such requested Letter of Credit has been cash collateralized; (C)
the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving
Credit Lenders have approved such expiry date; (D) the issuance of such Letter of Credit would violate any policies of the L/C
Issuer applicable to letters of credit generally; and (E) any Revolving Credit Lender is at that time a Defaulting Lender, unless
the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its
sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after
giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed
to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting
Exposure, as it may elect in its sole discretion. (iii) An L/C Issuer shall be under no obligation to amend any Letter of Credit
if (A) such L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms
hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (b) Procedures
for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. (i) Each Letter of Credit shall be issued or
amended, as the case may be, upon the request of the Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent)
in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such
Letter of Credit Application must be received by the relevant L/C Issuer and the Administrative Agent not later than 12:30 p.m.
at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be; or, in each case,
such later date and time as the relevant L/C Issuer may agree in a particular instance in its sole discretion. In the case of
a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the relevant L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business
Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents
to be presented by such beneficiary in case of any - 75-




 





    	 



    	 



    

 

 


drawing thereunder; (f) the full text of any certificate to be
presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the relevant L/C Issuer may reasonably
request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall
specify in form and detail reasonably satisfactory to the relevant L/C Issuer (1) the Letter of Credit to be amended; (2) the
proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other
matters as the relevant L/C Issuer may reasonably request. (ii) Promptly after receipt of any Letter of Credit Application, the
relevant L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has
received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will provide the Administrative
Agent with a copy thereof. Upon receipt by the relevant L/C Issuer of confirmation from the Administrative Agent that the requested
issuance or amendment is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, such
L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or its applicable Subsidiary)
or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit, each Revolving
Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the relevant L/C Issuer
a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share or other
applicable share provided for under this Agreement times the amount of such Letter of Credit. (iii) If the Borrower so requests
in any applicable Letter of Credit Application, the relevant L/C Issuer shall agree to issue a Letter of Credit that has automatic
extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of
Credit must permit the relevant L/C Issuer to prevent any such extension at least once in each twelve month period (commencing
with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the
“Non-extension Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit
is issued. Unless otherwise directed by the relevant L/C Issuer, the Borrower shall not be required to make a specific request
to the relevant L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall
be deemed to have authorized (but may not require) the relevant L/C Issuer to permit the extension of such Letter of Credit at
any time to an expiry date not later than the Letter of Credit Expiration Date; provided that the relevant L/C Issuer shall not
permit any such extension if (A) the relevant L/C Issuer has determined that it would have no obligation at such time to issue
such Letter of Credit in its extended form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise),
or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before
the Non-extension Notice Date from the Administrative Agent, any Revolving Credit Lender or the Borrower that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied. (iv) Promptly after issuance of any Letter of Credit or
any amendment to a Letter of Credit, the relevant L/C Issuer will also deliver to the Borrower and the Administrative Agent a
true and complete copy of such Letter of Credit or amendment. (c) Drawings and Reimbursements; Funding of Participations. (i)
Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the relevant
L/C Issuer shall notify promptly the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the first Business
Day immediately following any payment by an L/C Issuer under a Letter - 76-




 





    	 



    	 



    

 

 


of Credit with notice to the Borrower (each such date, an “Honor
Date”), the Borrower shall reimburse such L/C Issuer through the Administrative Agent in an amount equal to the amount of
such drawing in Dollars; provided that if such reimbursement is not made on the date of drawing, the Borrower shall pay interest
to the relevant L/C Issuer on such amount at the rate applicable to Base Rate Loans (without duplication of interest payable on
L/C Borrowings). The L/C Issuer shall notify the Borrower of the Dollar Amount of the drawing promptly following the determination
or revaluation thereof. If the Borrower fails to so reimburse such L/C Issuer by such time, the Administrative Agent shall promptly
notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”),
and the amount of such Appropriate Lender’s Pro Rata Share or other applicable share provided for under this Agreement thereof.
In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed
on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section
2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments
of the Appropriate Lenders and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice or
the requirement that the Total Outstandings not exceed the Line Cap at such time). Any notice given by an L/C Issuer or the Administrative
Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack
of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. (ii) Each Appropriate
Lender (including any Lender acting as an L/C Issuer) shall upon any notice pursuant to Section 2.03(c)(i), whether or not the
Total Outstandings exceed the Line Cap at such time before or after such Borrowing make funds available to the Administrative
Agent for the account of the relevant L/C Issuer in Dollars at the Administrative Agent’s Office for payments in an amount
equal to its Pro Rata Share or other applicable share provided for under this Agreement of the Unreimbursed Amount not later than
1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section
2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower
in such amount. The Administrative Agent shall remit the funds so received to the relevant L/C Issuer. (iii) With respect to any
Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set
forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the relevant
L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due
and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Appropriate Lender’s
payment to the Administrative Agent for the account of the relevant L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed
payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction
of its participation obligation under this Section 2.03. (iv) Until each Appropriate Lender funds its Revolving Credit Loan or
L/C Advance pursuant to this Section 2.03(c) to reimburse the relevant L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such
amount shall be solely for the account of the relevant L/C Issuer. (v) Each Revolving Credit Lender’s obligation to make
Revolving Credit Loans or L/C Advances to reimburse an L/C Issuer for amounts drawn under Letters of Credit, as - 77-




 





    	 



    	 



    

 

 


contemplated by this Section 2.03(c), shall be absolute and unconditional
and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which
such Lender may have against the relevant L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence
or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing;
provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c)
is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice ). No such
making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the relevant L/C Issuer
for the amount of any payment made by such L/C Issuer under any Letter of Credit, together with interest as provided herein. (vi)
If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the relevant L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified
in Section 2.03(c)(ii), such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent),
on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment
is immediately available to such L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect.
A certificate of the relevant L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect
to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error. (d) Repayment of Participations.
(i) If, at any time after an L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit
Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent
receives for the account of such L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether
directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Lender its Pro Rata Share or other applicable share provided for under this Agreement
thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s
L/C Advance was outstanding) in the Dollar Amount received by the Administrative Agent. (ii) If any payment received by the Administrative
Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances
described in Section 10.06 (including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Appropriate
Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Pro Rata Share or other applicable share provided
for under this Agreement thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time
in effect. (e) Obligations Absolute. The obligation of the Borrower to reimburse the relevant L/C Issuer for each drawing under
each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: - 78-




 





    	 



    	 



    

 

 


(i) any lack of validity or enforceability of such Letter of Credit,
this Agreement, or any other agreement or instrument relating thereto; (ii) the existence of any claim, counterclaim, setoff,
defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit
(or any Person for whom any such beneficiary or any such transferee may be acting), the relevant L/C Issuer or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or
instrument relating thereto, or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under
such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit; (iv) any payment by the relevant L/C Issuer under such Letter of Credit against presentation
of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the relevant
L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee
for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee
of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; (v) any exchange,
release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty
or any other guarantee, for all or any of the Obligations of any Loan Party in respect of such Letter of Credit; or (vi) any other
circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might
otherwise constitute a defense available to, or a discharge of, any Loan Party; provided that the foregoing shall not excuse any
L/C Issuer from liability to Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect
of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by such
L/C Issuer’s gross negligence or willful misconduct as determined in a final and non-appealable judgment by a court of competent
jurisdiction when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof.
(f) Role of L/C Issuers. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the relevant
L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority
of the Person executing or delivering any such document. None of the L/C Issuers, any Agent-Related Person nor any of the respective
correspondents, participants or assignees of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted
in connection herewith at the request or with the approval of the Lenders or the Lenders holding a majority of the Revolving Credit
Commitments, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined
in a final and non-appealable judgment by a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity
or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower
hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;
provided that this assumption is - 79-




 





    	 



    	 



    

 

 


not intended to, and shall not, preclude the Borrower’s
pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of any L/C Issuer,
shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that
anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer
may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross
negligence or such L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation
to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit,
in each case as determined in a final and non-appealable judgment by a court of competent jurisdiction. In furtherance and not
in limitation of the foregoing, each L/C Issuer may accept documents that appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or information to the contrary, and no L/C Issuer shall be responsible for
the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a 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. (g) Cash Collateral. If (i) as of the Letter of Credit Expiration Date or at any time that the Revolving Credit Commitments
are voluntarily terminated, any Letter of Credit issued to the Borrower may for any reason remain outstanding and partially or
wholly undrawn, (ii) any Event of Default occurs and is continuing and the Administrative Agent or the Lenders holding a majority
of the Revolving Credit Commitments, as applicable, require the Borrower to Cash Collateralize the L/C Obligations pursuant to
Section 8.02 or (iii) an Event of Default set forth under Section 8.01(f) occurs and is continuing, the Borrower shall Cash Collateralize
(x) in the case of clause (i), 103% and (y) in the case of clauses (ii) and (iii), 100%, in each case of the then Outstanding
Amount of all of its L/C Obligations (in an amount equal to such Outstanding Amount determined as of the date of such L/C Borrowing
or the Letter of Credit Expiration Date, as the case may be), and shall do so not later than 2:00 P.M., New York City time, on
(x) in the case of the immediately preceding clauses (i) through (iii), (1) the Business Day that the Borrower receives notice
thereof, if such notice is received on such day prior to 12:00 Noon, New York City time, or (2) if clause (1) above does not apply,
the Business Day immediately following the day that the Borrower receives such notice and (y) in the case of the immediately preceding
clause (iii), the Business Day on which an Event of Default set forth under Section 8.01(f) occurs or, if such day is not a Business
Day, the Business Day immediately succeeding such day. At any time that there shall exist a Defaulting Lender, immediately upon
the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrower shall deliver to the Administrative
Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.17(a)(iv) and any
Cash Collateral provided by the Defaulting Lender). For purposes hereof, “Cash Collateralize” means to pledge and
deposit with or deliver to the Administrative Agent, for the benefit of the relevant L/C Issuer and the Appropriate Lenders, as
collateral for the L/C Obligations, cash or deposit account balances (“Cash Collateral”) pursuant to documentation
in form and substance reasonably satisfactory to the Administrative Agent and the relevant L/C Issuer (which documents are hereby
consented to by the Appropriate Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to
the Administrative Agent, for the benefit of the L/C Issuers and the Revolving Credit Lenders of the applicable Facility, a security
interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall
be maintained in blocked accounts at the Administrative Agent and may be invested in readily available Cash Equivalents. If at
any time the Administrative Agent determines that any funds held as Cash Collateral are expressly subject to any right or claim
of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is
less than the aggregate Outstanding Amount of all L/C Obligations, the - 80-




 





    	 



    	 



    

 

 


Borrower will, forthwith upon demand by the Administrative Agent,
pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts at the Administrative Agent
as aforesaid, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any,
then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim.
Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the
extent permitted under applicable Law, to reimburse the relevant L/C Issuer. To the extent the amount of any Cash Collateral exceeds
the then Outstanding Amount of such L/C Obligations and so long as no Event of Default has occurred and is continuing, the excess
shall be refunded to the Borrower. To the extent any Event of Default giving rise to the requirement to Cash Collateralize any
Letter of Credit pursuant to this Section 2.03(g) is cured or otherwise waived by the Required Lenders, then so long as no other
Event of Default has occurred and is continuing, all Cash Collateral pledged to Cash Collateralize such Letter of Credit shall
be refunded to the Borrower. If at any time the Administrative Agent determines that Cash Collateral is subject to any right or
claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is
less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender
will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral
in an amount sufficient to eliminate such deficiency. (h) Letter of Credit Fees. The Borrower shall pay to the Administrative
Agent for the account of each Revolving Credit Lender for the applicable Revolving Credit Facility in accordance with its Pro
Rata Share or other applicable share provided for under this Agreement a Letter of Credit fee for each Letter of Credit issued
pursuant to this Agreement equal to the Applicable Rate times the daily maximum amount then available to be drawn under such Letter
of Credit (whether or not such maximum Dollar Amount is then in effect under such Letter of Credit if such maximum amount increases
periodically pursuant to the terms of such Letter of Credit); provided, however, any Letter of Credit fees otherwise payable for
the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash
Collateral satisfactory to the L/C Issuer pursuant to this Section 2.03 shall be payable, to the maximum extent permitted by applicable
Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares allocable to such Letter
of Credit pursuant to Section 2.17(a)(iv), with the balance of such fee, if any, payable to the L/C Issuer for its own account.
Such Letter of Credit fees shall be computed on a quarterly basis in arrears. Such Letter of Credit fees shall be due and payable
in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first such
date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If
there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed
and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.
(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuers. The Borrower shall pay directly to each L/C Issuer
for its own account a fronting fee with respect to each Letter of Credit issued by it to any Loan Party equal to 0.125% per annum
(or such other lower amount as may be mutually agreed by the Borrower and the applicable L/C Issuer) of the maximum Dollar Amount
available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit
if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) or such lesser fee as may be agreed
with such L/C Issuer. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and
payable in Dollars on the first Business Day after the end of each March, June, September and December, commencing with the first
such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.
In addition, the Borrower shall pay directly to each - 81-




 





    	 



    	 



    

 

 


L/C Issuer for its own account with respect to each Letter of
Credit issued to the Loan Parties the customary issuance, presentation, amendment and other processing fees, and other standard
costs and charges, of such L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard
costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable. (j) Conflict with Letter
of Credit Application. Notwithstanding anything else to the contrary in this Agreement or any Letter of Credit Application, in
the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms hereof shall control.
(k) Addition of an L/C Issuer. A Revolving Credit Lender reasonably acceptable to the Borrower and the Administrative Agent may
become an additional L/C Issuer hereunder pursuant to a written agreement among the Borrower, the Administrative Agent and such
Revolving Credit Lender. The Administrative Agent shall notify the Revolving Credit Lenders of any such additional L/C Issuer.
(l) [Reserved.] (m) Provisions Related to Extended Revolving Credit Commitments. If the Letter of Credit Expiration Date in respect
of any tranche of Revolving Credit Commitments occurs prior to the expiry date of any Letter of Credit, then (i) if consented
to by the L/C Issuer which issued such Letter of Credit, if one or more other tranches of Revolving Credit Commitments in respect
of which the Letter of Credit Expiration Date shall not have so occurred are then in effect, such Letters of Credit for which
consent has been obtained shall automatically be deemed to have been issued (including for purposes of the obligations of the
Revolving Credit Lenders to purchase participations therein and to make Revolving Credit Loans and payments in respect thereof
pursuant to Section 2.03(c) and (d)) under (and ratably participated in by Lenders pursuant to) the Revolving Credit Commitments
in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized
Revolving Credit Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit
may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i), the Borrower shall
Cash Collateralize any such Letter of Credit in accordance with Section 2.03(g). Commencing with the maturity date of any tranche
of Revolving Credit Commitments, the sublimit for Letters of Credit shall be agreed solely with the L/C Issuer. (n) Letter of
Credit Reports. For so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the
Administrative Agent on the last Business Day of each calendar month, and on each date that an L/C Credit Extension occurs with
respect to any such Letter of Credit, a report in the form of Exhibit M, appropriately completed with the information for every
outstanding Letter of Credit issued by such L/C Issuer. (o) Letters of Credit Issued for Subsidiaries. Notwithstanding that a
Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary,
the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The
Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the
Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. Section
2.04 Swing Line Loans. (a) The Swing Line. Subject to the terms and conditions set forth herein, Citi, in its capacity as Swing
Line Lender agrees to make loans in Dollars to the Borrower (each such loan, a “Swing Line Loan”), from time to time
on any Business Day during the period beginning on the Business Day after - 82-


 





    	 



    	 



    

 

 


the Closing Date and until the Maturity Date of the Revolving
Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding
the fact that such Swing Line Loans, when aggregated with the Pro Rata Share or other applicable share provided for under this
Agreement of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may
exceed the amount of such Swing Line Lender’s Revolving Credit Commitment; provided that, after giving effect to any Swing
Line Loan, (i) the Revolving Credit Exposure (plus the amount of any Protective Advances) shall not exceed the Line Cap at such
time and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender (other than the relevant Swing Line
Lender), plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the Outstanding
Amount of all L/C Obligations, plus such Lender’s Pro Rata Share or other applicable share provided for under this Agreement
of the Outstanding Amount of all Swing Line Loans shall not exceed the lesser of (x) such Lender’s Revolving Credit Commitment
then in effect and (y) such Lender’s Pro Rata Share of the Borrowing Base then in effect; provided, further, that the Borrower
shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and
subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05,
and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line
Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata
Share or other applicable share provided for under this Agreement times the amount of such Swing Line Loan. (b) Borrowing Procedures.
Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative
Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent
not later than 1:00 p.m. on the requested borrowing date and shall specify (i) the amount to be borrowed, which shall be a minimum
of $250,000 (and any amount in excess of $250,000 shall be an integral multiple of $100,000) and (ii) the requested borrowing
date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the relevant Swing
Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible
Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice (by telephone or in writing),
the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has
also received such Swing Line Loan Notice and, if not, such Swing Line Lender will notify the Administrative Agent (by telephone
or in writing) of the contents thereof. Unless the relevant Swing Line Lender has received notice (by telephone or in writing)
from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the
proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations
set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions
specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will,
not later than 5:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan
available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement,
the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Revolving Credit Lender is a Defaulting
Lender unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate
the Swing Line Lender’s Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender’s
or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop
letter of credit from an issuer reasonably satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or
Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans. - 83-




 





    	 



    	 



    

 

 


(c) Refinancing of Swing Line Loans. (i) The Swing Line Lender
at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes such
Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to
such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of the amount of Swing Line Loans
of the Borrower then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed
Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples
specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving
Credit Commitments and the conditions set forth in Section 4.02. The relevant Swing Line Lender shall furnish the Borrower with
a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving
Credit Lender shall make an amount equal to its Pro Rata Share or other applicable share provided for under this Agreement of
the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of
the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed
Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed
to have made a Base Rate Loan, as applicable, to the Borrower in such amount. The Administrative Agent shall remit the funds so
received to the Swing Line Lender. (ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit
Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the relevant Swing Line Lender as
set forth herein shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its
risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent
for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender
any amount required to be paid by the Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified
in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative
Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which
such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from
time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (iiiii) shall be conclusive absent manifest error. (iv) Each Revolving Credit Lender’s
obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section
2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person
for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether
or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit
Loans pursuant to this Section 2.04(c) (but not to purchase and fund risk participations in Swing Line Loans) is subject to the
conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation
of the Borrower to repay the applicable Swing Line Loans, together with interest as provided herein. - 84-




 





    	 



    	 



    

 

 


(d) Repayment of Participations. (i) At any time after any Revolving
Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the relevant Swing Line Lender receives any
payment on account of such Swing Line Loan, such Swing Line Lender will distribute to such Lender its Pro Rata Share or other
applicable share provided for under this Agreement of such payment (appropriately adjusted, in the case of interest payments,
to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received
by such Swing Line Lender. (ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing
Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including
pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to
the Swing Line Lender its Pro Rata Share or other applicable share provided for under this Agreement thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum
equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of a Swing Line Lender.
(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest
on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section
2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall
be solely for the account of the Swing Line Lender. (f) Payments Directly to Swing Line Lender. The Borrower shall make all payments
of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. (g) Provisions Related to Extended
Revolving Credit Commitments. If the maturity date shall have occurred in respect of any tranche of Revolving Credit Commitments
(the “Expiring Credit Commitment”) at a time when another tranche or tranches of Revolving Credit Commitments is or
are in effect with a longer maturity date (each a “non-Expiring Credit Commitment” and collectively, the “non-Expiring
Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the applicable Swing Line
Lender, on the earliest occurring maturity date such Swing Line Loan shall be deemed reallocated to the tranche or tranches of
the non-Expiring Credit Commitments on a pro rata basis; provided that (x) to the extent that the amount of such reallocation
would cause the aggregate credit exposure to exceed the aggregate amount of such non-Expiring Credit Commitments, immediately
prior to such reallocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized
and (y) notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrower shall still
be obligated to pay Swing Line Loans allocated to the Revolving Credit Lenders holding the Expiring Credit Commitments at the
maturity date of the Expiring Credit Commitment or if the Loans have been accelerated prior to the maturity date of the Expiring
Credit Commitment. Commencing with the maturity date of any tranche of Revolving Credit Commitments, the sublimit for Swing Line
Loans shall be agreed solely with the Swing Line Lender. Section 2.05 Prepayments. (a) Optional. - 85-




 





    	 



    	 



    

 

 


(i) The Borrower may, upon notice to the Administrative Agent
by the Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Revolving Credit Loans in whole or
in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than
11:00 a.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B)
on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount
of $1,000,000, or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum
principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal
amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s)
of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice,
and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment.
If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all
accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment
of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and
the order of maturity of principal payments) to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance
with their respective Pro Rata Shares or other applicable share provided for under this Agreement. (ii) The Borrower may, upon
notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay
Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line
Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall
be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal
amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given
by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable
on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind
any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of
the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (b) Mandatory. (i) If for any
reason the aggregate Outstanding Amount of Revolving Credit Loans, Swing Line Loans, Protective Advances and L/C Obligations at
any time exceeds the Line Cap then in effect, the Borrower shall, within three (3) Business Days, prepay Revolving Credit Loans
and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided that
the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(ivi) unless after
the prepayment in full of the Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds the Line Cap.
(ii) Except during the continuance of a Cash Dominion Period and except as otherwise provided in Section 6.19(f) or Section 8.03,
any Net Proceeds and other payments received by the Administrative Agent shall be applied as the Borrower shall direct the Administrative
Agent in writing. Notwithstanding the foregoing, on each Business Day during any Cash Dominion Period, the - 86-




 





    	 



    	 



    

 

 


Administrative Agent shall apply all funds credited to the Concentration
Account the previous Business Day (whether or not immediately available) first to prepay any Protective Advances that may be outstanding,
second to prepay any Swing Line Loans outstanding, third to prepay any Revolving Credit Loans and fourth to Cash Collateralize
outstanding L/C Obligations at one hundred three percent (103%). (c) Interest, Funding Losses, Etc. All prepayments under this
Section 2.05 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurocurrency
Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate
Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default
shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this Section
2.05, prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect
of any such Eurocurrency Rate Loan prior to the last day of the Interest Period therefor, the Borrower may, in their sole discretion,
deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest
to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time
the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan
Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during
the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice
to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance
with the relevant provisions of this Section 2.05. Such deposit shall be deemed to be a prepayment of such Loans by the Borrower
for all purposes under this Agreement. Section 2.06 Termination or Reduction of Commitments. (a) Optional. The Borrower may, upon
written notice to the Administrative Agent, terminate the unusedUnused Commitments of any Class, or from time to time permanently
reduce the unusedUnused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall
be received by the Administrative Agent three (3) Business Day prior to the date of termination or reduction, (ii) any such partial
reduction shall be in an aggregate amount of $5,000,000, or any whole multiple of $1,000,000 in excess thereof or, if less, the
entire amount thereof and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or
the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the
amount of such excess. Except as provided above, the amount of any such Commitment reduction shall not be applied to the Letter
of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower
may rescind or postpone any notice of termination of any Commitments if such termination would have resulted from a refinancing
of all of the applicable Facility, which refinancing shall not be consummated or otherwise shall be delayed. (b) Mandatory. The
Revolving Credit Commitment of each Revolving Credit Lender shall automatically and permanently terminate on the Maturity Date.
(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Appropriate Lenders
of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or the unusedUnused
Commitments of any Class under this Section 2.06. Upon any reduction of unusedUnused Commitments of any Class, the Commitment
of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are
reduced (other than the termination of the Commitment of any - 87-




 





    	 



    	 



    

 

 


Lender as provided in Section 3.07). All commitment fees accrued
until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.
Section 2.07 Repayment of Loans. (a) [Reserved]. (b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent
for the ratable account of the Appropriate Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal
amount of all Revolving Credit Loans under such Facility outstanding on such date. (c) Swing Line Loans. The Borrower shall repay
the aggregate principal amount of its Swing Line Loans on the earlier to occur of (i) the date five (5) Business Days after such
Loan is made and (ii) the Maturity Date for the Revolving Credit Facility. (d) The Borrower shall repay to the Administrative
Agent the then-unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by the Administrative Agent.
Section 2.08 Interest. (a) Subject to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan (other than a Swing Line
Loan) shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the
Eurocurrency Rate, for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate;
and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date
at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans. (b) During the continuance of
a Default under Section 8.01(a), the Borrower shall pay interest on past due amounts owing by it hereunder at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that no interest
at the Default Rate shall accrue or be payable to a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Accrued
and unpaid interest on such amounts (including interest on past due interest) shall be due and payable upon demand. (c) Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may
be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law. Section 2.09 Fees. In addition to certain
fees described in Sections 2.03(h) and (i): (a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the
account of each Revolving Credit Lender under each Facility in accordance with its Pro Rata Share or other applicable share provided
for under this Agreement, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the aggregate
Revolving Credit Commitment for the applicable Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans
for such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility; provided that any - 88-




 





    	 



    	 



    

 

 


commitment fee accrued with respect to any of the Commitments
of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall
not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee
shall otherwise have been due and payable by the Borrower prior to such time; and provided, further, that no commitment fee shall
accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fee
on each Revolving Credit Facility shall accrue at all times from the Closing Date until the Maturity Date for the Revolving Credit
Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date
during the first full fiscal quarter to occur after the Closing Date, and on the Maturity Date for the Revolving Credit Facility.
The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Commitment Fee Rate during any
quarter, the actual daily amount shall be computed and multiplied by the Commitment Fee Rate separately for each period during
such quarter that such Commitment Fee Rate was in effect. (b) Other Fees. The Borrower shall pay to the Agents such fees as shall
have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when
paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable
Agent). Section 2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans
determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of three hundred and sixty-five (365) days,
or three hundred and sixty-six (366) days, as applicable, and actual days elapsed. All other computations of fees and interest
shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed. Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan
or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error. Section 2.11 Evidence of Indebtedness. (a) The Credit Extensions made by
each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries
in the Register maintained by the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c),
as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative
Agent and each Lender shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders
to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit
or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event
of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent
in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through
the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts
or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity
of its Loans and payments with respect thereto. - 89-




 





    	 



    	 



    

 

 


(b) In addition to the accounts and records referred to in Section
2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and,
in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations
in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative
Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error. (c) Entries made in good faith by the Administrative Agent in the Register pursuant
to Sections 2.11(a) and (b), and by each Lender in its account or accounts pursuant to Sections 2.11(a) and (b), shall be prima
facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the
case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other
Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry,
or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the
obligations of the Borrower under this Agreement and the other Loan Documents. Section 2.12 Payments Generally. (a) All payments
to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except
as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for
the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in
Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute
to each Appropriate Lender its Pro Rata Share (or other applicable share provided for under this Agreement) of such payment in
like funds as received by wire transfer to such Lender’s applicable Lending Office. All payments received by the Administrative
Agent after 2:00 p.m., shall in each case be deemed received on the next succeeding Business Day and any applicable interest or
fee shall continue to accrue. (b) If any payment to be made by the Borrower shall come due on a day other than a Business Day,
payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest
or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurocurrency
Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business
Day. (c) Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to
be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such
payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment
and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto.
If and to the extent that such payment was not in fact made to the Administrative Agent in Same Day Funds, then: (i) if the Borrower
failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed
payment that was made available to such Lender in Same Day Funds, together with interest thereon in respect of each day from and
including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid
to the Administrative Agent in Same Day Funds at the applicable Overnight Rate from time to time in effect; and - 90-




 





    	 



    	 



    

 

 


(ii) if any Lender failed to make such payment, such Lender shall
forthwith on demand pay to the Administrative Agent the amount thereof in Same Day Funds, together with interest thereon for the
period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered
by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Overnight Rate
from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon),
then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment)
shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith
upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower,
and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period
at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve
any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower
may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender
or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error. (d) If
any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions
to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (e)
The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are
several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder
shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for
the failure of any other Lender to so make its Loan or purchase its participation. (f) Nothing herein shall be deemed to obligate
any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender
that it has obtained or will obtain the funds for any Loan in any particular place or manner. (g) Whenever any payment received
by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts
due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents
on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders
in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations
of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify
the manner in which such funds are to be applied, the Administrative Agent may (to the fullest extent permitted by mandatory provisions
of applicable Law), but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such
Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans outstanding at such time and (b) the Outstanding
Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations
then owing to such Lender. - 91-




 





    	 



    	 



    

 

 


Section 2.13 Sharing of Payments. If, other than as expressly
provided elsewhere herein, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made
by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary,
through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder)
thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders
such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing
Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment
in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them;
provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the
circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion),
such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price
paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the
amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any
interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further
interest thereon. For avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment
made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including
the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder. The Borrower
agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law,
exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation
as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent
will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this
Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a
participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands,
directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same
extent as though the purchasing Lender were the original owner of the Obligations purchased. Section 2.14 Incremental Credit Extensions.
(a) Incremental Commitments. The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative
Agent (an “Incremental Commitment Request”), request one or more increases in the amount of the Revolving Credit Commitments
(a “Revolving Commitment Increase”) or the establishment of one or more new revolving credit commitments (any such
new commitments, collectively with any Revolving Commitment Increases, the “Incremental Revolving Credit Commitments”),
whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders. (b) Incremental Loans. Any Incremental
Revolving Credit Commitments effected through the establishment of one or more new revolving credit commitments made on an Incremental
Facility Closing Date shall be designated a separate Class of Incremental Revolving Credit Commitments for all purposes of this
Agreement. On any Incremental Facility Closing Date on which any Incremental Revolving Credit Commitments of any Class are effected
through the establishment of one or more new - 92-




 





    	 



    	 



    

 

 


revolving credit commitments (including through any Revolving
Commitment Increase), subject to the satisfaction of the terms and conditions in this Section 2.14, (i) each Incremental Revolving
Credit Lender of such Class shall make its Commitment available to the Borrower (when borrowed, an “Incremental Revolving
Loan”) in an amount equal to its Incremental Revolving Credit Commitment of such Class and (ii) each Incremental Revolving
Credit Lender of such Class shall become a Lender hereunder with respect to the Incremental Revolving Credit Commitments of such
Class and the Incremental Revolving Loans of such Class made pursuant thereto. (c) Incremental Commitment Request. Each Incremental
Commitment Request from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of
the relevant Incremental Revolving Credit Commitments. Incremental Revolving Credit Commitments may be provided by any existing
Lender (but each existing Lender will not have an obligation to make any Incremental Revolving Credit Commitment, nor will the
Borrower have any obligation to approach any existing lenders to provide any Incremental Revolving Credit Commitment) or by any
other bank or other financial institution (any such other bank or other financial institution being called an “Additional
Lender”) (each such existing Lender or Additional Lender providing such, an “Incremental Revolving Credit Lender”);
provided that the Administrative Agent, each Swing Line Lender and each L/C Issuer shall have consented (not to be unreasonably
withheld or delayed) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases to the
extent such consent, if any, would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments,
as applicable, to such Lender or Additional Lender. (d) Effectiveness of Incremental Amendment. The effectiveness of any Incremental
Amendment, and the Incremental Revolving Credit Commitments thereunder, shall be subject to the satisfaction on the date thereof
(the “Incremental Facility Closing Date”) of each of the following conditions: (i) no Default or Event of Default
shall exist after giving effect to such Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant
thereto on the Incremental Facility Closing Date; (ii) after giving effect to such Incremental Revolving Credit Commitments, the
conditions of Section 4.02(i) shall be satisfied (it being understood that all references to “the date of such Credit Extension”
or similar language in such Section 4.02(i) shall be deemed to refer to the effective date of such Incremental Amendment); provided
that for purposes of satisfying Section 4.02(i), only the Specified Representations shall be required to be true and correct to
the extent the proceeds of such Incremental Revolving Loans are used to consummate a Permitted Acquisition; (iii) [reserved];
(iv) each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $7,500,000 and,
if greater than $7,500,000, shall be in an increment of $1,000,000 (provided that such amount may be less than $7,500,000 if such
amount represents all remaining availability under the limit set forth in the next sentence); and (v) the aggregate amount of
the Incremental Revolving Credit Commitments incurred after the Amendment No. 6 Effective Date, shall not exceed $100,000,000
(e) Required Terms. The terms, provisions and documentation of the Incremental Revolving Loans and Incremental Revolving Credit
Commitments, as the case may be, of any Class shall be as - 93-




 





    	 



    	 



    

 

 


agreed between the Borrower and the applicable Incremental Revolving
Credit Lenders providing such Incremental Revolving Credit Commitments, and except as otherwise set forth herein, to the extent
not identical to the Revolving Credit Commitments existing on the Incremental Facility Closing Date, shall be reasonably satisfactory
to Administrative Agent. In any event: (i) the Incremental Revolving Credit Commitments and Incremental Revolving Loans shall
be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than as set forth in Section 2.14(e)(ii);
provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit
Commitments or Incremental Revolving Loans shall (x) rank pari passu in right of payment and of security with and (y) have the
same Guarantees as, the Revolving Credit Loans, (B) any such Incremental Revolving Credit Commitments or Incremental Revolving
Loans shall require no scheduled amortization or mandatory commitment reduction prior to the Maturity Date for the existing Revolving
Credit Commitments, (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental
Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving
Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to
clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility
Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing
Date, (D) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of
Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity
date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in
accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided
in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing
Line Loans and Letters of Credit theretofore incurred or issued), (E) permanent repayment of Revolving Credit Loans with respect
to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall
be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that
the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than pro rata basis
as compared to any other Class with a later maturity date than such Class, (F) assignments and participations of Incremental Revolving
Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable
to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (G) any Incremental Revolving
Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting
the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no - 94-




 





    	 



    	 



    

 





 

time
                                         shall there be Revolving Credit Commitments hereunder (including Incremental Revolving
                                         Credit Commitments, any original Revolving Credit Commitments and Extended Revolving
                                         Credit Commitments) which have more than four (4) different Maturity Dates. (H) For the
                                         avoidance of doubt, all Incremental Revolving Credit Commitments shall be effectuated
                                         under the Loan Documents and the Administrative Agent shall be the sole administrative
                                         agent and collateral agent therefor. (ii) the All-In Yield applicable to the Incremental
                                         Revolving Credit Commitments of each Class shall be determined by the Borrower and the
                                         applicable new Lenders and shall be set forth in each applicable Incremental Amendment;
                                         provided, however, that with respect to any Loans made under Incremental Revolving Credit
                                         Commitments, the All-In Yield applicable to such Incremental Revolving Credit Commitments
                                         shall not be greater than the applicable All-In Yield payable pursuant to the terms of
                                         this Agreement as amended through the date of such calculation with respect to outstanding
                                         Revolving Credit Commitments, as applicable, plus 50 basis points per annum unless the
                                         Applicable Rate with respect to the Revolving Credit Commitments is increased so as to
                                         cause the then applicable All-In Yield under this Agreement on each outstanding Class
                                         of Revolving Credit Commitments to equal the All-In Yield then applicable to the Incremental
                                         Revolving Loans, as applicable, minus 50 basis points. (f) Incremental Amendment. Commitments
                                         in respect of Incremental Revolving Credit Commitment shall become Commitments (or in
                                         the case of an Incremental Revolving Credit Commitment to be provided by an existing
                                         Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit
                                         Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment”)
                                         to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower,
                                         each Incremental Revolving Credit Lender providing such Commitments and the Administrative
                                         Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent
                                         or Lender, effect such amendments to this Agreement and the other Loan Documents as may
                                         be necessary or appropriate, in the reasonable opinion of the Administrative Agent and
                                         the Borrower, to effect the provisions of this Section 2.14. The Borrower will use the
                                         proceeds of the Incremental Revolving Credit Commitments for any purpose not prohibited
                                         by this Agreement. No Lender shall be obligated to provide any Incremental Revolving
                                         Credit Commitments, unless it so agrees. (g) Reallocation of Revolving Credit Exposure.
                                         Upon any Incremental Facility Closing Date on which Incremental Revolving Credit Commitments
                                         are effected through an increase in the Revolving Credit Commitments pursuant to this
                                         Section 2.14, (i) each of the Revolving Credit Lenders shall assign to each of the Incremental
                                         Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall
                                         purchase from each of the Revolving Credit Lenders, at the principal amount thereof,
                                         such interests in the Incremental Revolving Loans outstanding on such Incremental Facility
                                         Closing Date as shall be necessary in order that, after giving effect to all such assignments
                                         and purchases, such Revolving Credit Loans will be held by existing Revolving Credit
                                         Lenders and Incremental Revolving Credit Lenders ratably in accordance with their Revolving
                                         Credit Commitments after giving effect to the addition of such Incremental Revolving
                                         Credit Commitments to the Revolving Credit Commitments, (ii) each Incremental Revolving
                                         Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and
                                         each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan
                                         and (iii) each Incremental Revolving Credit Lender shall become a Lender with respect
                                         to the Incremental Revolving Credit Commitments and all matters relating thereto. The
                                         Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment
                                         requirements in Section 2.02 and 2.05(a) of this Agreement shall not apply to the transactions
                                         effected pursuant to the immediately preceding sentence. Notwithstanding the foregoing,
                                         to the extent Extended Revolving Credit Commitments and Revolving Credit Commitments
                                         that are not Extended Revolving Credit Commitments - 95-


 





    	 



    	 



    

 

are
                                         being increased on a non-pro rata basis, appropriate adjustments, as determined by the
                                         Administrative Agent, will be made to effectuate an appropriate allocation of such increase
                                         between such Revolving Credit Commitments. (h) This Section 2.14 shall supersede any
                                         provisions in Section 2.13 or 10.01 to the contrary. Section 2.15 [Reserved]. Section
                                         2.16 Extension of Revolving Credit Loans. (a) [Reserved]. (b) Extension of Revolving
                                         Credit Commitments. The Borrower may, at any time and from time to time request that
                                         all or a portion of the Revolving Credit Commitments of a given Class (each, an “Existing
                                         Revolver Tranche”) be amended to extend the Maturity Date with respect to all or
                                         a portion of any principal amount of such Revolving Credit Commitments (any such Revolving
                                         Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”)
                                         to a date no earlier than ninety-one (91) days after the latest Maturity Date for any
                                         Class of Commitments then outstanding and to provide for other terms consistent with
                                         this Section 2.16. In order to establish any Extended Revolving Credit Commitments, the
                                         Borrower shall provide a notice to the Administrative Agent (who shall provide a copy
                                         of such notice to each of the Lenders under the applicable Existing Revolver Tranche)
                                         (each, a “Revolver Extension Request”) setting forth the proposed terms of
                                         the Extended Revolving Credit Commitments to be established, which shall (x) be identical
                                         as offered to each Lender under such Existing Revolver Tranche (including as to the proposed
                                         interest rates and fees payable) and offered pro rata to each Lender under such Existing
                                         Revolver Tranche and (y) be identical to the Revolving Credit Commitments under the Existing
                                         Revolver Tranche from which such Extended Revolving Credit Commitments are to be amended,
                                         except that: (i) the Maturity Date of the Extended Revolving Credit Commitments may be
                                         delayed to a later date than the Maturity Date of the Revolving Credit Commitments of
                                         such Existing Revolver Tranche, to the extent provided in the applicable Extension Amendment;
                                         provided, however, that at no time shall there be Classes of Revolving Credit Commitments
                                         hereunder (including Extended Revolving Credit Commitments and Incremental Revolving
                                         Credit Commitments) which have more than four (4) different Maturity Dates; (ii) the
                                         Applicable Rate with respect to extensions of credit under the Extended Revolving Credit
                                         Commitments (whether in the form of interest rate margin, upfront fees, original issue
                                         discount or otherwise) may be different than the Applicable Rate for extensions of credit
                                         under the Revolving Credit Commitments of such Existing Revolver Tranche, in each case,
                                         to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment
                                         may provide for other covenants and terms that apply solely to any period after the Latest
                                         Maturity Date that is in effect on the effective date of the Extension Amendment (immediately
                                         prior to the establishment of such Extended Revolving Credit Commitments); and (iv) all
                                         borrowings under the applicable Revolving Credit Commitments (i.e., the Existing Revolver
                                         Tranche and the Extended Revolving Credit Commitments of the applicable Revolver Extension
                                         Series) and repayments thereunder shall be made on a pro rata basis (except for (I) payments
                                         of interest and fees at different rates on Extended Revolving Credit Commitments (and
                                         related outstandings) and (II) repayments required upon the Maturity Date of the non-extending
                                         Revolving Credit Commitments); provided, further, that (A) no Default shall have occurred
                                         and be continuing at the time a Revolver Extension Request is delivered to Lenders, (B)
                                         in no event shall the final maturity date of any Extended Revolving Credit Commitments
                                         of a given Revolver Extension Series at the time of establishment thereof be earlier
                                         than the then Latest Maturity Date of any other Revolving Credit Commitments hereunder,
                                         (C) any such Extended Revolving Credit Commitments (and the Liens securing the same)
                                         shall be permitted by the terms of the Term Loan Intercreditor Agreement and (D) all
                                         documentation in respect of such Extension Amendment shall be consistent with the foregoing.
                                         Any Extended Revolving Credit - 96-


 





    	 



    	 



    

 

Commitments
                                         amended pursuant to any Revolver Extension Request shall be designated a series (each,
                                         a “Revolver Extension Series”) of Extended Revolving Credit Commitments for
                                         all purposes of this Agreement; provided that any Extended Revolving Credit Commitments
                                         amended from an Existing Revolver Tranche may, to the extent provided in the applicable
                                         Extension Amendment, be designated as an increase in any previously established Revolver
                                         Extension Series with respect to such Existing Revolver Tranche. Each Revolver Extension
                                         Series of Extended Revolving Credit Commitments incurred under this Section 2.16 shall
                                         be in an aggregate principal amount that is not less than $10,000,000. (c) Extension
                                         Request. The Borrower shall provide the applicable Revolver Extension Request at least
                                         five (5) Business Days prior to the date on which Lenders under the Existing Revolver
                                         Tranche are requested to respond, and shall agree to such procedures, if any, as may
                                         be established by, or acceptable to, the Administrative Agent, in each case acting reasonably
                                         to accomplish the purposes of this Section 2.16. No Lender shall have any obligation
                                         to agree to have any of its Revolving Credit Commitments amended into Extended Revolving
                                         Credit Commitments, as applicable, pursuant to any Revolver Extension Request. Any Revolving
                                         Credit Lender (each, an “Extending Revolving Credit Lender”) wishing to have
                                         all or a portion of its Revolving Credit Commitments under the Existing Revolver Tranche
                                         subject to such Revolver Extension Request amended into Extended Revolving Credit Commitments
                                         shall notify the Administrative Agent (each, an “Extension Election”) on
                                         or prior to the date specified in such Revolver Extension Request of the amount of its
                                         Revolving Credit Commitments under the Existing Revolver Tranche which it has elected
                                         to request be amended into Extended Revolving Credit Commitments, as applicable (subject
                                         to any minimum denomination requirements imposed by the Administrative Agent). In the
                                         event that the aggregate principal amount of Revolving Credit Commitments under the Existing
                                         Revolver Tranche in respect of which applicable Revolving Credit Lenders shall have accepted
                                         the relevant Revolver Extension Request exceeds the amount of Extended Revolving Credit
                                         Commitments requested to be extended pursuant to the Revolver Extension Request, Revolving
                                         Credit Commitments subject to Extension Elections shall be amended to Extended Revolving
                                         Credit Commitments on a pro rata basis (subject to rounding by the Administrative Agent,
                                         which shall be conclusive) based on the aggregate principal amount of Revolving Credit
                                         Commitments included in each such Extension Election. (d) Extension Amendment. Extended
                                         Revolving Credit Commitments shall be established pursuant to an amendment (each, a “Extension
                                         Amendment”) to this Agreement among the Borrower, the Administrative Agent and
                                         each Extending Revolving Credit Lender providing an Extended Revolving Credit Commitment
                                         thereunder, which shall be consistent with the provisions set forth in Section 2.16(b)
                                         above (but which shall not require the consent of any other Lender). The effectiveness
                                         of any Extension Amendment shall be subject to the satisfaction on the date thereof of
                                         each of the conditions set forth in Section 4.02 and, to the extent reasonably requested
                                         by the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions,
                                         board resolutions and officers’ certificates consistent with those delivered on
                                         the Closing Date other than changes to such legal opinion resulting from a change in
                                         law, change in fact or change to counsel’s form of opinion reasonably satisfactory
                                         to the Administrative Agent and (ii) reaffirmation agreements and/or such amendments
                                         to the Collateral Documents as may be reasonably requested by the Administrative Agent
                                         in order to ensure that the Extended Revolving Credit Commitments are provided with the
                                         benefit of the applicable Loan Documents. The Administrative Agent shall promptly notify
                                         each Lender as to the effectiveness of each Extension Amendment. Each of the parties
                                         hereto hereby agrees that this Agreement and the other Loan Documents may be amended
                                         pursuant to an Extension Amendment, without the consent of any other Lenders, to the
                                         extent (but only to the extent) necessary to (i) reflect the existence and terms of the
                                         Extended Revolving Credit Commitments incurred pursuant thereto, (ii) make such other
                                         changes to this Agreement and the other Loan Documents consistent with the provisions
                                         and intent of the second paragraph of Section 10.01 - 97-


 





    	 



    	 



    

 

(without
                                         the consent of the Required Lenders called for therein) and (iii) effect such other amendments
                                         to this Agreement and the other Loan Documents as may be necessary or appropriate, in
                                         the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions
                                         of this Section 2.16, and the Required Lenders hereby expressly authorize the Administrative
                                         Agent to enter into any such Extension Amendment. (e) No conversion of Loans pursuant
                                         to any Extension in accordance with this Section 2.16 shall constitute a voluntary or
                                         mandatory payment or prepayment for purposes of this Agreement. Section 2.17 Defaulting
                                         Lenders. (a) Adjustments. Notwithstanding anything to the contrary contained in this
                                         Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender
                                         is no longer a Defaulting Lender, to the extent permitted by applicable Law: (i) Waivers
                                         and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment,
                                         waiver or consent with respect to this Agreement shall be restricted as set forth in
                                         Section 10.01. (ii) Reallocation of Payments. Any payment of principal, interest, fees
                                         or other amounts received by the Administrative Agent for the account of that Defaulting
                                         Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise),
                                         shall be applied at such time or times as may be determined by the Administrative Agent
                                         as follows: first, to the payment of any amounts owing by that Defaulting Lender to the
                                         Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts
                                         owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third,
                                         if so determined by the Administrative Agent or requested by the L/C Issuer or Swing
                                         Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting
                                         Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the
                                         Borrower may request (so long as no Default or Event of Default has occurred and is continuing),
                                         to the funding of any Loan in respect of which that Defaulting Lender has failed to fund
                                         its portion thereof as required by this Agreement, as determined by the Administrative
                                         Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held
                                         in a non-interest bearing deposit account and released in order to satisfy obligations
                                         of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of
                                         any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of
                                         any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer
                                         or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s
                                         breach of its obligations under this Agreement; seventh, so long as no Default or Event
                                         of Default has occurred and is continuing, to the payment of any amounts owing to the
                                         Borrower as a result of any judgment of a court of competent jurisdiction obtained by
                                         the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s
                                         breach of its obligations under this Agreement; and eighth, to that Defaulting Lender
                                         or as otherwise directed by a court of competent jurisdiction; provided that if (x) such
                                         payment is a payment of the principal amount of any Loans or L/C Borrowings in respect
                                         of which that Defaulting Lender has not fully funded its appropriate share and (y) such
                                         Loans or L/C Borrowings were made at a time when the conditions set forth in Section
                                         4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans
                                         of, and L/C Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior
                                         to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting
                                         Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender
                                         that are applied (or held) to pay amounts owed by a Defaulting Lender or to - 98-


 





    	 



    	 



    

 

post
                                         Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected
                                         by that Defaulting Lender, and each Lender irrevocably consents hereto. (iii) Certain
                                         Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee
                                         pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender
                                         (and the Borrower shall not be required to pay any such fee that otherwise would have
                                         been required to have been paid to that Defaulting Lender) and (y) shall be limited in
                                         its right to receive Letter of Credit Fees as provided in Section 2.03(h). (iv) Reallocation
                                         of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a
                                         Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting
                                         Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line
                                         Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting
                                         Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving
                                         effect to the Commitment of that Defaulting Lender; provided that (i) each such reallocation
                                         shall be given effect only if, at the date the applicable Lender becomes a Defaulting
                                         Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate
                                         obligation of each Non-Defaulting Lender to acquire, refinance or fund participations
                                         in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if
                                         any, of (1) the Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding
                                         Amount of the Loans of that Lender. (b) Defaulting Lender Cure. If the Borrower, the
                                         Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing in their
                                         sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting
                                         Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
                                         effective date specified in such notice and subject to any conditions set forth therein
                                         (which may include arrangements with respect to any Cash Collateral), that Lender will,
                                         to the extent applicable, purchase that portion of outstanding Loans of the other Lenders
                                         or take such other actions as the Administrative Agent may determine to be necessary
                                         to cause the Revolving Credit Loans and funded and unfunded participations in Letters
                                         of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance
                                         with their Pro Rata Share (without giving effect to Section 2.17(a)(iv)), whereupon that
                                         Lender will cease to be a Defaulting Lender; provided that no adjustments will be made
                                         retroactively with respect to fees accrued or payments made by or on behalf of the Borrower
                                         while that Lender was a Defaulting Lender; and provided, further, that except to the
                                         extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
                                         Lender to Lender will constitute a waiver or release of any claim of any party hereunder
                                         arising from that Lender’s having been a Defaulting Lender. Section 2.18 Protective
                                         Advances. (a) Subject to the limitations set forth below, the Administrative Agent is
                                         authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s
                                         sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrower,
                                         on behalf of all Lenders, which the Administrative Agent, in its reasonable discretion,
                                         deems necessary or desirable (i) to preserve or protect the Collateral, or any portion
                                         thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the
                                         Loans and other Obligations or (iii) to pay any other amount chargeable to or required
                                         to be paid by the Loan Parties pursuant to the terms of this Agreement, including payments
                                         of reimbursable expenses (including costs, fees, and expenses as described in Section
                                         10.04) and other sums payable under the Loan Documents (any of such Loans are herein
                                         referred to as “Protective Advances”); provided that, the aggregate amount
                                         of Protective Advances outstanding at any time shall not at any time exceed the lesser
                                         of (x) $2,500,000 and (y) 5.0% of the Aggregate Commitments; provided further that -
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the
                                         aggregate amount of outstanding Protective Advances plus the aggregate amount of the
                                         other Total Outstandings shall not exceed the Aggregate Commitments. Protective Advances
                                         may be made even if the conditions precedent set forth in Section 4.02 have not been
                                         satisfied. The Protective Advances shall be secured by the Collateral Documents and shall
                                         constitute Obligations hereunder and under the other Loan Documents. All Protective Advances
                                         shall be Base Rate Loans. The Administrative Agent’s authorization to make Protective
                                         Advances may be revoked at any time by the Required Lenders. Any such revocation must
                                         be in writing and shall become effective prospectively upon the Administrative Agent’s
                                         receipt thereof. Notwithstanding anything to the contrary set forth in Section 2.02,
                                         at any time that there is sufficient Excess Availability and the conditions precedent
                                         set forth in Section 4.02 have been satisfied, the Administrative Agent may request the
                                         Lenders to make a Revolving Credit Loan to repay a Protective Advance. At any other time
                                         the Administrative Agent may require the Lenders to fund their risk participations described
                                         in Section 2.18(b). (b) Upon the making of a Protective Advance by the Administrative
                                         Agent (whether before or after the occurrence of a Default), each Lender shall be deemed,
                                         without further action by any party hereto, to have unconditionally and irrevocably purchased
                                         from the Administrative Agent without recourse or warranty an undivided interest and
                                         participation in such Protective Advance in proportion to its Pro Rata Share. On any
                                         Business Day, the Administrative Agent may, in its sole discretion, give notice to the
                                         Lenders that the Lenders are required to fund their risk participations in Protective
                                         Advances (and, if any Protective Advance is outstanding on the thirtieth calendar day
                                         following the date of Borrowing of such Protective Advance, then on the first Business
                                         Day following such thirtieth calendar day, the Administrative Agent shall give such notice)
                                         in which case each Lender shall fund its participation on the date specified in such
                                         notice. From and after the date, if any, on which any Lender is required to fund its
                                         participation in any Protective Advance purchased hereunder, the Administrative Agent
                                         shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments
                                         of principal and interest and all proceeds of Collateral received by the Administrative
                                         Agent in respect of such Protective Advance. ARTICLE III. TAXES, INCREASED COSTS PROTECTION
                                         AND ILLEGALITY Section 3.01 Taxes. (a) Except as provided in this Section 3.01, any and
                                         all payments made by or on account of the Borrower (the term Borrower under Article III
                                         being deemed to include any Subsidiary for whose account a Letter of Credit is issued)
                                         or any Guarantor under any Loan Document shall be made free and clear of and without
                                         deduction for any Taxes. If the Borrower, any Guarantor or other applicable withholding
                                         agent shall be required by any Laws to deduct any Taxes from or in respect of any sum
                                         payable under any Loan Document to any Agent or any Lender, (i) if the Tax in question
                                         is an Indemnified Tax or Other Tax, the sum payable by the Borrower or applicable Guarantor
                                         shall be increased as necessary so that after all required deductions have been made
                                         (including deductions applicable to additional sums payable under this Section 3.01),
                                         each of such Agent and such Lender receives an amount equal to the sum it would have
                                         received had no such deductions been made, (ii) the applicable withholding agent shall
                                         make such deductions, (iii) the applicable withholding agent shall pay the full amount
                                         deducted to the relevant taxation authority or other authority in accordance with applicable
                                         Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts
                                         or evidence are not available within thirty (30) days, as soon as possible thereafter),
                                         if the Borrower or any Guarantor is the applicable withholding agent, it shall furnish
                                         to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing
                                         payment thereof or other evidence acceptable to such Agent or Lender. -100-


 





    	 



    	 



    

 

(b)
                                         In addition, the Borrower agrees to pay any and all present or future stamp, court or
                                         documentary Taxes and any other excise, property, intangible or mortgage recording Taxes,
                                         imposed by any Governmental Authority, which arise from the execution, delivery, performance,
                                         enforcement or registration of, or otherwise with respect to, any Loan Document excluding,
                                         in each case, any such Tax imposed as a result of an Agent or Lender’s Assignment
                                         and Assumption, grant of a participation, transfer or assignment to or designation of
                                         a new applicable Lending Office or other office for receiving payments under any Loan
                                         Document (collectively, “Assignment Taxes”) (except for Assignment Taxes
                                         resulting from an assignment, participation, etc., that is requested or required in writing
                                         by Borrower), but only to the extent such Assignment Taxes are imposed as a result of
                                         a connection between the assignor, assignee, participating lender or Participant (as
                                         applicable) and the jurisdiction imposing such Assignment Taxes (other than any connection
                                         arising solely from executing, delivering, being a party to, engaging in any transaction
                                         pursuant to, performing obligations under, receiving payments under, and/or enforcing,
                                         any Loan Document) (all such non-excluded Taxes described in this Section 3.01(b) being
                                         hereinafter referred to as “Other Taxes”). (c) Without duplication of any
                                         amounts paid or to be paid pursuant to Section 3.01(a), the Borrower and each Guarantor
                                         agree to indemnify each Agent and each Lender for (i) the full amount of Indemnified
                                         Taxes imposed on or with respect to any amounts paid by or on account of the Borrower
                                         or any Guarantor under any Loan Document and Other Taxes payable by such Agent or such
                                         Lender and (ii) any expenses arising therefrom or with respect thereto, whether or not
                                         such Taxes were correctly or legally imposed or asserted by the Governmental Authority.
                                         A certificate as to the amount of such payment or liability prepared in good faith and
                                         delivered by such Agent or Lender (or by an Agent on behalf of such Lender), accompanied
                                         by a written statement thereof setting forth in reasonable detail the basis and calculation
                                         of such amounts shall be conclusive absent manifest error. (d) Each Lender and Agent
                                         shall, at such times as are reasonably requested by the Borrower or the Administrative
                                         Agent, provide the Borrower and the Administrative Agent with any documentation prescribed
                                         by Law or reasonably requested by the Borrower or the Administrative Agent certifying
                                         as to any entitlement of such Lender to an exemption from, or reduction in, withholding
                                         Tax with respect to any payments to be made to such Lender under the Loan Documents.
                                         Each such Lender and Agent shall, whenever a lapse in time or change in circumstances
                                         renders such documentation obsolete, invalid or inaccurate in any material respect, deliver
                                         promptly and on or before the date such documentation expires, becomes obsolete, invalid
                                         or inaccurate to the Borrower and the Administrative Agent updated or other appropriate
                                         documentation (including any new documentation reasonably requested by the Borrower or
                                         the Administrative Agent) or promptly notify the Borrower and the Administrative Agent
                                         in writing of its inability to do so. Unless the applicable withholding agent has received
                                         forms or other documents satisfactory to it indicating that payments under any Loan Document
                                         to or for a Lender are not subject to withholding Tax or are subject to such Tax at a
                                         rate reduced by an applicable tax treaty, the applicable withholding agent shall withhold
                                         amounts required to be withheld by applicable Law from such payments at the applicable
                                         statutory rate. Notwithstanding any other provision of this clause (d), a Lender shall
                                         not be required to deliver any documentation pursuant to this clause (d) that such Lender
                                         is not legally eligible to deliver. Without limiting the foregoing: (i) Each Lender that
                                         is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver
                                         to the Borrower and the Administrative Agent on or before the date on which it becomes
                                         a party to this Agreement two properly completed and duly signed original copies of Internal
                                         Revenue Service Form W-9 certifying that such Lender is exempt from federal backup withholding.
                                         -101-


 





    	 



    	 



    

 

(ii)
                                         Each Lender that is not a United States person (as defined in Section 7701(a)(30) of
                                         the Code) shall deliver to the Borrower and the Administrative Agent on or before the
                                         date on which it becomes a party to this Agreement (and from time to time thereafter
                                         upon the request of the Borrower or the Administrative Agent) whichever of the following
                                         is applicable: (A) two properly completed and duly signed original copies of Internal
                                         Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for the benefits
                                         of an income tax treaty to which the United States is a party, and such other documentation
                                         as required under the Code, (B) two properly completed and duly signed original copies
                                         of Internal Revenue Service Form W-8ECI (or any successor forms), (C) in the case of
                                         a Lender claiming the benefits of the exemption for portfolio interest under Section
                                         881(c) of the Code, (A) a certificate substantially in the form of Exhibit I hereto (any
                                         such certificate a “United States Tax Compliance Certificate”) and (B) two
                                         properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN
                                         (or any successor forms), or (D) to the extent a Lender is not the beneficial owner (for
                                         example, where the Lender is a partnership, or is a Lender that has transferred its beneficial
                                         interest to a Participant or SPC), Internal Revenue Service Form W-8IMY (or any successor
                                         forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance
                                         Certificate, Form W-9, Form W-8IMY or any other required information from each beneficial
                                         owner, as applicable (provided that, if the Lender is a partnership and not a participating
                                         Lender (or Lender transferring to an SPC) and one or more beneficial owners are claiming
                                         the portfolio interest exemption, the United States Tax Compliance Certificate may be
                                         provided by such Lender on behalf of such beneficial owner(s)). (iii) Each Agent that
                                         is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver
                                         to the Borrower and the Administrative Agent two properly completed and duly signed original
                                         copies of Internal Revenue Service Form W-9 with respect to fees received on its own
                                         behalf, certifying that such Agent is exempt from U.S. federal backup withholding. Each
                                         Agent that is not a United States person (as defined in Section 7701(a)(30) of the Code)
                                         shall deliver to the Borrower and the Administrative Agent two properly completed and
                                         duly signed original copies of Internal Revenue Service Form W-8ECI with respect to fees
                                         received on its own behalf. (e) If a payment made to any Person under any Loan Document
                                         would be subject to U.S. federal withholding tax imposed by FATCA if such Person were
                                         to fail to comply with the applicable reporting requirements of FATCA, such Person shall
                                         deliver to the Borrower and the Administrative Agent at the time or times prescribed
                                         by Laws and at such time or times reasonably requested by the Borrower or the Administrative
                                         Agent such documentation prescribed by applicable Laws 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, to determine whether such Person has or has not complied with such Person’s
                                         obligations under FATCA and, if necessary, to determine the amount to deduct and withhold
                                         from such payment. (f) Any Lender or Agent claiming any additional amounts payable pursuant
                                         to this Section 3.01 shall use its reasonable efforts to mitigate or reduce the additional
                                         amounts payable, which reasonable efforts may include a change in the jurisdiction of
                                         its Lending Office (or any other measures -102-


 





    	 



    	 



    

 

reasonably
                                         requested by the Borrower) if such a change or other measures would reduce any such additional
                                         amounts (or any similar amount that may thereafter accrue) and would not, in the sole
                                         determination of such Lender, result in any unreimbursed cost or expense or be otherwise
                                         disadvantageous to such Lender. (g) If any Lender or Agent determines, in its sole discretion,
                                         that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to
                                         which indemnification or additional amounts have been paid to it by a Loan Party pursuant
                                         to this Section 3.01, it shall promptly remit such refund to such Loan Party (but only
                                         to the extent of indemnification or additional amounts paid by the Loan Party under this
                                         Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such
                                         refund), net of all out-of-pocket expenses (including any Taxes) of the Lender or Agent,
                                         as the case may be, and without interest (other than any interest paid by the relevant
                                         taxing authority with respect to such refund net of any Taxes payable by any Agent or
                                         Lender on such interest); provided that the Loan Parties, upon the request of the Lender
                                         or Agent, as the case may be, agree promptly to return such refund (plus any penalties,
                                         interest or other charges imposed by the relevant taxing authority) to such party in
                                         the event such party is required to repay such refund to the relevant taxing authority.
                                         This Section 3.01 shall not be construed to require any Agent or any Lender to make available
                                         its tax returns (or any other information relating to Taxes that it deems confidential)
                                         to the Borrower or any other person. (h) For the avoidance of doubt, a “Lender”
                                         shall, for all purposes of this Section 3.01, include any L/C Issuer and any Swing Line
                                         Lender. Section 3.02 Illegality. If any Lender determines that any Law has made it unlawful,
                                         or that any Governmental Authority has asserted that it is unlawful, for any Lender or
                                         its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to
                                         determine or charge interest rates based upon the Eurocurrency Rate, then, on notice
                                         thereof by such Lender to the Borrower through the Administrative Agent, any obligation
                                         of such Lender to make or continue Eurocurrency Rate Loans or to convert Base Rate Loans
                                         to Eurocurrency Rate Loans shall be suspended until such Lender notifies the Administrative
                                         Agent and the Borrower that the circumstances giving rise to such determination no longer
                                         exist. Upon receipt of such notice, the Borrower shall upon demand from such Lender (with
                                         a copy to the Administrative Agent), prepay or, if applicable, convert all applicable
                                         Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of
                                         the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency
                                         Rate Loans to such day, or promptly, if such Lender may not lawfully continue to maintain
                                         such Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrower shall
                                         also pay accrued interest on the amount so prepaid or converted and all amounts due,
                                         if any, in connection with such prepayment or conversion under Section 3.05. Each Lender
                                         agrees to designate a different Lending Office if such designation will avoid the need
                                         for such notice and will not, in the good faith judgment of such Lender, otherwise be
                                         materially disadvantageous to such Lender. Section 3.03 Inability to Determine Rates.
                                         (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents,
                                         if the Administrative Agent determines (which determination shall be conclusive absent
                                         manifest error), or the Required Lenders notify the Administrative Agent (with a copy
                                         to the Borrower) that the Required Lenders have determined, that: If the Required Lenders
                                         determine that for any reason (i) adequate and reasonable means do not exist for determining
                                         the applicableascertaining the Eurocurrency Rate for any requested Interest Period with
                                         respect to a proposed Eurocurrency Rate Loan, or that the -103-


 





    	 



    	 



    

 

Eurocurrency
                                         Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan
                                         does not adequately and fairly reflect the cost to such Lenders of funding such Loan,
                                         or that DollardepositsarenotbeingofferedtobanksintheLondoninterbankeurodollar,orother
                                         applicable, market for the applicable amount and the Interest Period of such Eurocurrency
                                         Rate Loan, including, without limitation, because ICE LIBOR is not available or published
                                         on a current basis and such circumstances are unlikely to be temporary; or (ii) the supervisor
                                         for the administrator of the ICE LIBOR or a Governmental Authority having jurisdiction
                                         over the Administrative Agent has made a public statement identifying a specific date
                                         after which ICE LIBOR shall no longer be made available, or used for determining the
                                         interest rate of loans, and such circumstances are unlikely to be temporary (such specific
                                         date, the “Scheduled Unavailability Date”), then, after such determination
                                         by the Administrative Agent or receipt by the Administrative Agent and the Borrower of
                                         such notice, as applicable, the Administrative Agent and the Borrower may amend this
                                         Agreement to replace the Eurocurrency Rate with an alternate benchmark rate (including
                                         any mathematical or other adjustments to the benchmark (if any) incorporated therein),
                                         giving due consideration to (i) any selection or recommendation of a replacement rate
                                         or the mechanism for determining such a rate by the relevant Governmental Authority or
                                         (ii) any evolving or then-prevailing market convention that has been broadly accepted
                                         by the U.S. dollar denominated syndicated loan market in the United States in lieu of
                                         LIBOR (any such proposed rate, a “LIBOR Successor Rate”), together with any
                                         proposed LIBOR Successor Rate Conforming Changes and, notwithstanding anything to the
                                         contrary in Section 10.01, any such amendment shall become effective at 5:00 p.m. (New
                                         York time) on the fifth Business Day after the Administrative Agent shall have posted
                                         such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders
                                         comprising the Required Lenders have delivered to the Administrative Agent notice that
                                         such Required Lenders do not accept such amendment. (b) If no LIBOR Successor Rate has
                                         been determined and the circumstances under clause (i) above exist, the Administrative
                                         Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation
                                         of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended until the
                                         Administrative Agent (upon the instruction of the Required Lenders) revokes such notice(to
                                         the extent of the affected Eurocurrency Rate Loans or Interest Periods). Upon receipt
                                         of such notice, the Borrower may revoke any pending request for a BorrowingEurocurrency
                                         Rate Loans of, conversion to or continuation of such Eurocurrency Rate Loans (to the
                                         extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that,
                                         will be deemed to have converted such request, if applicable, into a request for a Borrowing
                                         of Base Rate Loans in the amount specified therein. Section 3.04 Reserves. Increased
                                         Cost and Reduced Return; Capital Adequacy; Eurocurrency Rate Loan (a) If any Lender reasonably
                                         determines that as a result of the introduction of or any change in or in the interpretation
                                         of any Law, in each case after the Closing Date, or such Lender’s compliance therewith,
                                         there shall be any increase in the cost to such Lender of agreeing to make or making,
                                         funding or maintaining any Eurocurrency Rate Loans or (as the case may be) issuing or
                                         participating in Letters of Credit, or a reduction in the amount received or receivable
                                         by such Lender in connection with any of the foregoing (excluding for purposes of this
                                         Section 3.04(a) any such increased costs or reduction in amount resulting from (i)(x)
                                         any Indemnified Taxes or Other Taxes indemnified pursuant to Section 3.01, (y) any Taxes
                                         excluded from the definition of Indemnified Taxes (other than Taxes excluded under clause
                                         (ii) thereof) or Other Taxes or (z) any Taxes that are not imposed on or in respect of
                                         its loans, loan principal, interest or other payments, letters of credit, commitments
                                         or other obligations, or its deposits, reserves, other liabilities or capital attributable
                                         thereto, or (ii) reserve requirements contemplated by Section -104-


 





    	 



    	 



    

 

3.04(c))
                                         and the result of any of the foregoing shall be to increase the cost to such Lender of
                                         making or maintaining the Eurocurrency Rate Loan (or of maintaining its obligations to
                                         make any Loan), or to reduce the amount of any sum received or receivable by such Lender,
                                         then from time to time within fifteen (15) days after demand by such Lender setting forth
                                         in reasonable detail such increased costs (with a copy of such demand to the Administrative
                                         Agent given in accordance with Section 3.06), the Borrower shall pay to such Lender such
                                         additional amounts as will compensate such Lender for such increased cost or reduction.
                                         Notwithstanding anything herein to the contrary, for all purposes under this Agreement
                                         (including Section 3.04(b)), (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 regulatory authorities, in each case pursuant
                                         to Basel III, shall in each case be deemed to be a change in Law, regardless of the date
                                         enacted, adopted or issued. (b) If any Lender determines that the introduction of any
                                         Law regarding capital adequacy or any change therein or in the interpretation thereof,
                                         in each case after the Closing Date, or compliance by such Lender (or its Lending Office)
                                         therewith, has the effect of reducing the rate of return on the capital of such Lender
                                         or any corporation controlling such Lender as a consequence of such Lender’s obligations
                                         hereunder (taking into consideration its policies with respect to capital adequacy and
                                         such Lender’s desired return on capital), then from time to time upon demand of
                                         such Lender setting forth in reasonable detail the charge and the calculation of such
                                         reduced rate of return (with a copy of such demand to the Administrative Agent given
                                         in accordance with Section 3.06), the Borrower shall pay to such Lender such additional
                                         amounts as will compensate such Lender for such reduction within fifteen (15) days after
                                         receipt of such demand. (c) The Borrower shall pay to each Lender, (i) as long as such
                                         Lender shall be required to maintain reserves with respect to liabilities or assets consisting
                                         of or including Eurocurrency funds or deposits, additional interest on the unpaid principal
                                         amount of each applicable Eurocurrency Rate Loan of the Borrower equal to the actual
                                         costs of such reserves allocated to such Loan by such Lender (as determined by such Lender
                                         in good faith, which determination shall be conclusive in the absence of manifest error),
                                         and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement
                                         or analogous requirement of any other central banking or financial regulatory authority
                                         imposed in respect of the maintenance of the Commitments or the funding of any Eurocurrency
                                         Rate Loans of the Borrower, such additional costs (expressed as a percentage per annum
                                         and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual
                                         costs allocated to such Commitment or Loan by such Lender (as determined by such Lender
                                         in good faith, which determination shall be conclusive absent manifest error) which in
                                         each case shall be due and payable on each date on which interest is payable on such
                                         Loan, provided the Borrower shall have received at least fifteen (15) days’ prior
                                         notice (with a copy to the Administrative Agent) of such additional interest or cost
                                         from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant
                                         Interest Payment Date, such additional interest or cost shall be due and payable fifteen
                                         (15) days from receipt of such notice. (d) Failure or delay on the part of any Lender
                                         to demand compensation pursuant to this Section 3.04 shall not constitute a waiver of
                                         such Lender’s right to demand such compensation. (e) If any Lender requests compensation
                                         under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially
                                         reasonable efforts to designate another Lending Office for any Loan or Letter of Credit
                                         affected by such event; provided that such efforts are made on terms that, in the reasonable
                                         judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material
                                         economic, legal or regulatory disadvantage, and provided, further, that nothing in this
                                         Section -105-


 





    	 



    	 



    

 

3.04(e)
                                         shall affect or postpone any of the Obligations of the Borrower or the rights of such
                                         Lender pursuant to Section 3.04(a), (b), (c) or (d). Section 3.05 Funding Losses. Upon
                                         written demand of any Lender (with a copy to the Administrative Agent) from time to time,
                                         which demand shall set forth in reasonable detail the basis for requesting such amount,
                                         the Borrower shall promptly compensate such Lender for and hold such Lender harmless
                                         from any loss, cost or expense actually incurred by it as a result of: (a) any continuation,
                                         conversion, payment or prepayment of any Eurocurrency Rate Loan of the Borrower on a
                                         day other than the last day of the Interest Period for such Loan; or (b) any failure
                                         by the Borrower (for a reason other than the failure of such Lender to make a Loan) to
                                         prepay, borrow, continue or convert any Eurocurrency Rate Loan of the Borrower on the
                                         date or in the amount notified by the Borrower; including any loss or expense (excluding
                                         loss of anticipated profits) arising from the liquidation or reemployment of funds obtained
                                         by it to maintain such Loan or from fees payable to terminate the deposits from which
                                         such funds were obtained. Section 3.06 Matters Applicable to All Requests for Compensation.
                                         (a) Any Agent or any Lender claiming compensation under this Article III shall deliver
                                         a certificate to the Borrower setting forth the additional amount or amounts to be paid
                                         to it hereunder which shall be conclusive in the absence of manifest error. In determining
                                         such amount, such Agent or such Lender may use any reasonable averaging and attribution
                                         methods. (b) With respect to any Lender’s claim for compensation under Section
                                         3.01, 3.02, 3.03 or 3.04, the Borrower shall not be required to compensate such Lender
                                         for any amount incurred more than one hundred and eighty (180) days prior to the date
                                         that such Lender notifies the Borrower of the event that gives rise to such claim; provided
                                         that, if the circumstance giving rise to such claim is retroactive, then such 180-day
                                         period referred to above shall be extended to include the period of retroactive effect
                                         thereof. If any Lender requests compensation by the Borrower under Section 3.04, the
                                         Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend
                                         the obligation of such Lender to make or continue from one Interest Period to another
                                         applicable Eurocurrency Rate Loan, or, if applicable, to convert Base Rate Loans into
                                         Eurocurrency Rate Loan, until the event or condition giving rise to such request ceases
                                         to be in effect (in which case the provisions of Section 3.06(c) shall be applicable);
                                         provided that such suspension shall not affect the right of such Lender to receive the
                                         compensation so requested. (c) If the obligation of any Lender to make or continue any
                                         Eurocurrency Rate Loan, or to convert Base Rate Loans into Eurocurrency Rate Loans shall
                                         be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency
                                         Rate Loans shall be automatically converted into Base Rate Loans (or, if such conversion
                                         is not possible, repaid) on the last day(s) of the then current Interest Period(s) for
                                         such Eurocurrency Rate Loans (or, in the case of an immediate conversion required by
                                         Section 3.02, on such earlier date as required by Law) and, unless and until such Lender
                                         gives notice as provided below that the circumstances specified in Section 3.02, 3.03
                                         or 3.04 hereof that gave rise to such conversion no longer exist: -106-


 





    	 



    	 



    

 

(i)
                                         to the extent that such Lender’s Eurocurrency Rate Loans have been so converted,
                                         all payments and prepayments of principal that would otherwise be applied to such Lender’s
                                         applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate Loans; and
                                         (ii) all Loans that would otherwise be made or continued from one Interest Period to
                                         another by such Lender as Eurocurrency Rate Loans shall be made or continued instead
                                         as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise
                                         be converted into Eurocurrency Rate Loans shall remain as Base Rate Loans. (d) If any
                                         Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the
                                         circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion
                                         of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section 3.06 no
                                         longer exist (which such Lender agrees to do promptly upon such circumstances ceasing
                                         to exist) at a time when Eurocurrency Rate Loans made by other Lenders under the applicable
                                         Facility are outstanding, if applicable, such Lender’s Base Rate Loans shall be
                                         automatically converted, on the first day(s) of the next succeeding Interest Period(s)
                                         for such outstanding Eurocurrency Rate Loans, to the extent necessary so that, after
                                         giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate Loans
                                         under such Facility and by such Lender are held pro rata (as to principal amounts, interest
                                         rate basis, and Interest Periods) in accordance with their respective Commitments for
                                         the applicable Facility. Section 3.07 Replacement of Lenders under Certain Circumstances.
                                         (a) If at any time (i) the Borrower becomes obligated to pay additional amounts or indemnity
                                         payments described in Section 3.01 or 3.04 as a result of any condition described in
                                         such Sections or any Lender ceases to make any Eurocurrency Rate Loans as a result of
                                         any condition described in Section 3.02 or Section 3.04, (ii) any Lender becomes a Defaulting
                                         Lender or (iii) any Lender becomes a Non-Consenting Lender, then the Borrower may, on
                                         ten (10) Business Days’ prior written notice to the Administrative Agent and such
                                         Lender, (x) replace such Lender by causing such Lender to (and such Lender shall be obligated
                                         to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower
                                         in such instance) all of its rights and obligations under this Agreement (in respect
                                         of any applicable Facility only in the case of clause (i) or, with respect to a Class
                                         vote, clause (iii)) to one or more Eligible Assignees; provided that neither the Administrative
                                         Agent nor any Lender shall have any obligation to the Borrower to find a replacement
                                         Lender or other such Person; and provided, further, that (A) in the case of any such
                                         assignment resulting from a claim for compensation under Section 3.04 or payments required
                                         to be made pursuant to Section 3.01, such assignment will result in a reduction in such
                                         compensation or payments and (B) in the case of any such assignment resulting from a
                                         Lender becoming a Non-Consenting Lender, the applicable Eligible Assignees shall have
                                         agreed to, and shall be sufficient (together with all other consenting Lenders) to cause
                                         the adoption of, the applicable departure, waiver or amendment of the Loan Documents;
                                         or (y) terminate the Commitment of such Lender or L/C Issuer, as the case may be, and
                                         (1) in the case of a Lender (other than an L/C Issuer), repay all Obligations of the
                                         Borrower owing to such Lender relating to the Loans and participations held by such Lender
                                         as of such termination date and (2) in the case of an L/C Issuer, repay all Obligations
                                         of the Borrower owing to such L/C Issuer relating to the Loans and participations held
                                         by the L/C Issuer as of such termination date and cancel or backstop on terms satisfactory
                                         to such L/C Issuer any Letters of Credit issued by it; provided that in the case of any
                                         such termination of a Non-Consenting Lender such termination shall be sufficient (together
                                         with all other consenting Lenders) to cause the adoption of the applicable departure,
                                         waiver or amendment of the Loan Documents and such termination shall be in respect of
                                         any applicable facility only in the case of clause (i) or, with respect to a Class vote,
                                         clause (iii). -107-


 





    	 



    	 



    

 

(b)
                                         Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver
                                         an Assignment and Assumption with respect to such Lender’s applicable Commitment
                                         and outstanding Loans and participations in L/C Obligations and Swing Line Loans in respect
                                         thereof, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative
                                         Agent. Pursuant to such Assignment and Assumption, (A) the assignee Lender shall acquire
                                         all or a portion, as the case may be, of the assigning Lender’s Commitment and
                                         outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all
                                         obligations of the Borrower owing to the assigning Lender relating to the Loans, Commitments
                                         and participations so assigned shall be paid in full by the assignee Lender to such assigning
                                         Lender concurrently with such Assignment and Assumption and (C) upon such payment and,
                                         if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate
                                         Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder
                                         and the assigning Lender shall cease to constitute a Lender hereunder with respect to
                                         such assigned Loans, Commitments and participations, except with respect to indemnification
                                         provisions under this Agreement, which shall survive as to such assigning Lender. In
                                         connection with any such replacement, if any such Non-Consenting Lender or Defaulting
                                         Lender does not execute and deliver to the Administrative Agent a duly executed Assignment
                                         and Assumption reflecting such replacement within five (5) Business Days of the date
                                         on which the assignee Lender executes and delivers such Assignment and Assumption to
                                         such Non-Consenting Lender or Defaulting Lender, then such Non-Consenting Lender or Defaulting
                                         Lender shall be deemed to have executed and delivered such Assignment and Assumption
                                         without any action on the part of the Non-Consenting Lender or Defaulting Lender. (c)
                                         Notwithstanding anything to the contrary contained above, any Lender that acts as an
                                         L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit
                                         outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer
                                         (including the furnishing of a back-up standby letter of credit in form and substance,
                                         and issued by an issuer reasonably satisfactory to such L/C Issuer or the depositing
                                         of cash collateral into a cash collateral account in amounts and pursuant to arrangements
                                         reasonably satisfactory to such L/C Issuer) have been made with respect to each such
                                         outstanding Letter of Credit and the Lender that acts as the Administrative Agent may
                                         not be replaced hereunder except in accordance with the terms of Section 9.06. (d) In
                                         the event that (i) the Borrower or the Administrative Agent has requested that the Lenders
                                         consent to a departure or waiver of any provisions of the Loan Documents or agree to
                                         any amendment thereto, (ii) the consent, waiver or amendment in question requires the
                                         agreement of each affected Lender or each Lender of a Class in accordance with the terms
                                         of Section 10.01 or all the Lenders with respect to a certain Class of the Loans and
                                         (iii) the Required Lenders (or, in the case of a consent, waiver or amendment involving
                                         all affected Lenders of a certain Class, the Required Class Lenders) have agreed to such
                                         consent, waiver or amendment, then any Lender who does not agree to such consent, waiver
                                         or amendment shall be deemed a “Non-Consenting Lender.” Section 3.08 Survival.
                                         All of the Loan Parties’ obligations under this Article III shall survive termination
                                         of the Aggregate Commitments and repayment of all other Obligations hereunder. -108-


 





    	 



    	 



    

 

ARTICLE
                                         IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS Section 4.01 Conditions to Initial Credit
                                         Extension. The obligation of each Lender to make a Credit Extension hereunder on the
                                         Closing Date is subject to satisfaction of the following conditions precedent, except
                                         as otherwise agreed between the Borrower and the Administrative Agent: (a) The Administrative
                                         Agent’s receipt of the following, each of which shall be originals or pdf copies
                                         or other facsimiles (followed promptly by originals) unless otherwise specified, each
                                         properly executed by a Responsible Officer of the signing Loan Party each in form and
                                         substance reasonably satisfactory to the Administrative Agent and its legal counsel:
                                         (i) [reserved]; (ii) executed counterparts of this Agreement; (iii) a Note executed by
                                         the Borrower in favor of each Lender that has requested a Note at least two (2) Business
                                         Days in advance of the Closing Date; (iv) each Collateral Document set forth in Section
                                         1.01C of the Confidential Disclosure Letter required to be executed on the Closing Date
                                         as indicated on such schedule, duly executed by each Loan Party thereto, together with:
                                         (A) except to the extent delivered to the Term Agent pursuant to the Term Loan Credit
                                         Agreement Documentation and the Term Loan Intercreditor Agreement, certificates, if any,
                                         representing the Pledged Equity referred to therein accompanied by undated stock powers
                                         executed in blank and instruments evidencing the Pledged Debt indorsed in blank; and
                                         (B) evidence that all other actions, recordings and filings required by the Collateral
                                         Documents that the Administrative Agent may deem reasonably necessary to satisfy the
                                         Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided
                                         for in a manner reasonably satisfactory to the Administrative Agent; (v) such certificates
                                         of good standing (to the extent such concept exists) from the applicable secretary of
                                         state of the state of organization of each Loan Party, certificates of resolutions or
                                         other action, incumbency certificates and/or other certificates of Responsible Officers
                                         of each Loan Party as the Administrative Agent may reasonably require evidencing the
                                         identity, authority and capacity of each Responsible Officer thereof authorized to act
                                         as a Responsible Officer in connection with this Agreement and the other Loan Documents
                                         to which such Loan Party is a party or is to be a party on the Closing Date; (vi) an
                                         opinion from Kirkland & Ellis LLP, New York counsel to the Loan Parties, substantially
                                         in the form of Exhibit N; (vii) a solvency certificate from the chief financial officer,
                                         chief accounting officer or other officer with equivalent duties of the Borrower (after
                                         giving effect to the Transactions) substantially in the form attached hereto as Exhibit
                                         D-2; -109-


 





    	 



    	 



    

 

(viii)
                                         certified copies of the Acquisition Agreement and schedules thereto, duly executed by
                                         the parties thereto, together with all material agreements, instruments and other documents
                                         delivered in connection therewith as the Administrative Agent shall reasonably request,
                                         each including certification by a Responsible Officer of the Borrower that such documents
                                         are in full force and effect as of the Closing Date and that the condition specified
                                         in clause (c) below has been satisfied; (ix) copies of a recent Lien and judgment search
                                         in each jurisdiction reasonably requested by the Administrative Agent with respect to
                                         the Loan Parties; and (x) a Borrowing Base Certificate which calculates the Borrowing
                                         Base as of a date preceding the Closing Date that is specified by the Administrative
                                         Agent. provided, however, that, each of the requirements set forth in clause (iv) above,
                                         including the delivery of documents and instruments necessary to satisfy the Collateral
                                         and Guarantee Requirement (except for the execution and delivery of the Security Agreement
                                         and to the extent that a Lien on such Collateral may be perfected (x) by the filing of
                                         a financing statement under the Uniform Commercial Code or (y) by the delivery of stock
                                         certificates of the Borrower and its wholly owned Material Domestic Subsidiaries other
                                         than any Unrestricted Subsidiaries) shall not constitute conditions precedent to any
                                         Credit Extension on the Closing Date after the Borrower’s use of commercially reasonable
                                         efforts to provide such items on or prior to the Closing Date or without undue burden
                                         or expense if the Borrower agrees to deliver, or cause to be delivered, such search results,
                                         documents and instruments, or take or cause to be taken such other actions as may be
                                         required to perfect such security interests within ninety (90) days after the Closing
                                         Date (subject to extensions approved by the Administrative Agent in its reasonable discretion).
                                         (b) All fees and expenses required to be paid hereunder and invoiced at least three (3)
                                         Business Days before the Closing Date (except as otherwise reasonably agreed to by the
                                         Borrower) shall have been paid from the proceeds of the initial fundings under the Facilities,
                                         including fees pursuant to the Fee Letter. (c) Prior to or substantially simultaneously
                                         with the initial Borrowing on the Closing Date, (i) the Acquisition shall have been consummated
                                         in all material respects in accordance with the terms of the Acquisition Agreement as
                                         in effect on December 20, 2011 (without giving effect to any amendments, consents or
                                         waivers by Holdings that are material and adverse to the Lenders or the Arrangers (as
                                         reasonably determined by the Arrangers) without the prior consent of the Arrangers (such
                                         consent not to be unreasonably withheld, delayed or conditioned) (it being understood
                                         that (a) any reduction in the purchase price of, or consideration for, the Acquisition
                                         is not material and adverse to the interests of the Lenders or the Arrangers, but shall
                                         reduce the commitments in respect of the loans under the Term Loan Credit Agreement and
                                         the unsecured bridge loans (if any) (or Senior Notes) to be incurred or issued on the
                                         Closing Date, ratably and (b) any amendment to the definition of “Material Adverse
                                         Change” or “Material Adverse Effect” in such Acquisition Agreement
                                         is material and adverse to the interests of the Lenders and the Arrangers) and (ii) the
                                         Refinancing shall have been consummated. (d) No Material Adverse Change (as defined in
                                         the Acquisition Agreement as in effect on December 20, 2011) shall have occurred which
                                         is not capable of remedy prior to the Closing Date. (e) The Specified Representations
                                         shall be true and correct in all material respects (or, if qualified by “materiality,”
                                         “Material Adverse Effect” or similar language, in all respects (after giving
                                         effect to such qualification)) on and as of the Closing Date; provided that, to the extent
                                         that such -110-


 





    	 



    	 



    

 

representations
                                         and warranties specifically refer to an earlier date, they shall be true and correct
                                         in all material respects as of such earlier date. (f) The Arrangers shall have received
                                         the Company Annual Financial Statements, the Company Quarterly Financial Statements,
                                         the Acquired Business Annual Financial Statements and the Acquired Business Unaudited
                                         Financial Statements. (g) The Arrangers shall have received the Pro Forma Financial Statements.
                                         (h) The Administrative Agent and each Arranger shall have received all documentation
                                         and other information about the Borrower and the Guarantors as has been reasonably requested
                                         in writing at least 15 days prior to the Closing Date by the Administrative Agent or
                                         such Arranger that it reasonably determines is required by regulatory authorities under
                                         applicable “know your customer” and anti-money laundering rules and regulations,
                                         including without limitation the USA Patriot Act. (i) The representations and warranties
                                         made by the Seller in the Acquisition Agreement that are material to the interests of
                                         the Lenders shall be true and correct, but only to the extent that Holdings or the Borrower
                                         has the right to terminate its obligations under the Acquisition Agreement as a result
                                         of a breach of such representations and warranties. Without limiting the generality of
                                         the provisions of Section 9.03(b), for purposes of determining compliance with the conditions
                                         specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed
                                         to have consented to, approved or accepted or to be satisfied with, each document or
                                         other matter required thereunder to be consented to or approved by or acceptable or satisfactory
                                         to a Lender unless the Administrative Agent shall have received notice from such Lender
                                         prior to the proposed Closing Date specifying its objection thereto. Section 4.02 Conditions
                                         to All Credit Extensions after the Closing Date. The obligation of each Lender to honor
                                         any Request for Credit Extension (other than a Committed Loan Notice requesting only
                                         a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans)
                                         is subject to the following conditions precedent: (i) The representations and warranties
                                         of each Loan Party set forth in Article V and in each other Loan Document shall be true
                                         and correct in all material respects on and as of the date of such Credit Extension with
                                         the same effect as though made on and as of such date, except to the extent such representations
                                         and warranties expressly relate to an earlier date, in which case they shall be true
                                         and correct in all material respects as of such earlier date; provided, that, any representation
                                         and warranty that is qualified as to “materiality,” “Material Adverse
                                         Effect” or similar language shall be true and correct (after giving effect to any
                                         qualification therein) in all respects on such respective dates. (ii) No Default shall
                                         exist or would result from such proposed Credit Extension or from the application of
                                         the proceeds therefrom. (iii) The Administrative Agent and, if applicable, the relevant
                                         L/C Issuer or the relevant Swing Line Lender shall have received a Request for Credit
                                         Extension in accordance with the requirements hereof. (iv) After giving effect to any
                                         requested Credit Extension, the aggregate outstanding amount of all Total Outstandings
                                         does not exceed the Line Cap at such time. -111-


 





    	 



    	 



    

 

Each
                                         Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion
                                         of Loans to the other Type, or a continuation of Eurocurrency Rate Loans) submitted by
                                         the Borrower after the Closing Date shall be deemed to be a representation and warranty
                                         that the conditions specified in Sections 4.02(i), (ii) and (iv) have been satisfied
                                         on and as of the date of the applicable Credit Extension. ARTICLE V. REPRESENTATIONS
                                         AND WARRANTIES Holdings, the Borrower and each of the Subsidiary Guarantors party hereto
                                         represent and warrant to the Agents and the Lenders at the time of each Credit Extension
                                         (to the extent required to be true and correct for such Credit Extension (other than
                                         any Protective Advance) pursuant to Article IV) that: Section 5.01 Existence, Qualification
                                         and Power; Compliance with Laws. Each Loan Party and each Restricted Subsidiary (a) is
                                         a Person duly organized or formed, validly existing and in good standing under the Laws
                                         of the jurisdiction of its incorporation or organization to the extent such concept exists
                                         in such jurisdiction, (b) has all requisite power and authority to (i) own or lease its
                                         assets and carry on its business as currently conducted and (ii) in the case of the Loan
                                         Parties, execute, deliver and perform its obligations under the Loan Documents to which
                                         it is a party, (c) is duly qualified and in good standing (where relevant) under the
                                         Laws of each jurisdiction where its ownership, lease or operation of properties or the
                                         conduct of its business requires such qualification, (d) is in compliance with all Laws,
                                         orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations,
                                         consents and approvals to operate its business as currently conducted; except in each
                                         case, referred to in clause (a) (other than with respect to the Borrower), (b)(i) (other
                                         than with respect to the Borrower), (c), (d) or (e), to the extent that failure to do
                                         so could not reasonably be expected to have a Material Adverse Effect. Section 5.02 Authorization;
                                         No Contravention. The execution, delivery and performance by each Loan Party of each
                                         Loan Document to which such Person is a party, and the consummation of the Transactions,
                                         (a) have been duly authorized by all necessary corporate or other organizational action,
                                         and (b) do not (i) contravene the terms of any of such Person’s Organization Documents,
                                         (ii) conflict with or result in any breach or contravention of, or the creation of any
                                         Lien under (other than as permitted by Section 7.01), or require any payment to be made
                                         under (x) any Contractual Obligation to which such Person is a party or affecting such
                                         Person or the properties of such Person or any of its Subsidiaries or (y) any material
                                         order, injunction, writ or decree of any Governmental Authority or any arbitral award
                                         to which such Person or its property is subject; or (iii) violate any Law; except with
                                         respect to any conflict, breach or contravention or payment (but not creation of Liens)
                                         referred to in clauses (ii) and (iii), to the extent that such violation, conflict, breach,
                                         contravention or payment could not reasonably be expected to have a Material Adverse
                                         Effect. Section 5.03 Governmental Authorization; Other Consents. No material approval,
                                         consent, exemption, authorization, or other action by, or notice to, or filing with,
                                         any Governmental Authority or any other Person is necessary or required in connection
                                         with the execution, delivery or performance by, or enforcement against, any Loan Party
                                         of this Agreement or any other Loan Document, the grant by any Loan Party of the Liens
                                         granted by it pursuant to the Collateral Documents, the perfection or maintenance of
                                         the Liens created under the Collateral Documents (including the priority thereof) or
                                         the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents
                                         or the remedies in respect of the Collateral pursuant to the Collateral -112-


 





    	 



    	 



    

 

Documents,
                                         except for (i) filings and registrations necessary to perfect the Liens on the Collateral
                                         granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents,
                                         exemptions, authorizations, actions, notices and filings which have been duly obtained,
                                         taken, given or made and are in full force and effect (except to the extent not required
                                         to obtained, taken, given or made or in full force and effect pursuant to the Collateral
                                         and Guarantee Requirement) and (iii) those approvals, consents, exemptions, authorizations
                                         or other actions, notices or filings, the failure of which to obtain or make could not
                                         reasonably be expected to have a Material Adverse Effect. Section 5.04 Binding Effect.
                                         This Agreement and each other Loan Document has been duly executed and delivered by each
                                         Loan Party that is a party thereto. This Agreement and each other Loan Document constitutes,
                                         a legal, valid and binding obligation of such Loan Party, enforceable against each Loan
                                         Party that is a party thereto in accordance with its terms, except as such enforceability
                                         may be limited by (i) Debtor Relief Laws and by general principles of equity and (ii)
                                         the need for filings and registrations necessary to create or perfect the Liens on the
                                         Collateral granted by the Loan Parties in favor of the Secured Parties and (iii) the
                                         effect of foreign Laws, rules and regulations as they relate to pledges of Equity Interests
                                         in Foreign Subsidiaries. Section 5.05 Financial Statements; No Material Adverse Effect.
                                         (a) The Company Annual Financial Statements and the Company Quarterly Financial Statements
                                         fairly present in all material respects the financial condition of Holdings and its Subsidiaries
                                         as of the dates thereof and their results of operations for the period covered thereby
                                         in accordance with GAAP consistently applied throughout the periods covered thereby,
                                         (A) except as otherwise expressly noted therein and (B) subject, in the case of the Company
                                         Quarterly Financial Statements, to changes resulting from normal year-end adjustments
                                         and the absence of footnotes. (b) The Acquired Business Annual Financial Statements and
                                         the Acquired Business Unaudited Financial Statements fairly present in all material respects
                                         the financial condition of the Acquired Business as of the dates thereof and its results
                                         of operations for the period covered thereby in accordance with IFRS consistently applied
                                         throughout the periods covered thereby, (A) except as otherwise expressly noted therein
                                         and (B) subject, in the case of the Acquired Business Unaudited Financial Statements,
                                         to changes resulting from normal year-end adjustments and the absence of footnotes. (c)
                                         The unaudited pro forma consolidated balance sheet of Holdings and its Subsidiaries as
                                         of the last day of the twelve-month period ending on the last day of the most recently
                                         completed four-fiscal quarter period ended at least forty-five (45) days (or ninety (90)
                                         days if such four-fiscal quarter period is the end of Holdings’ fiscal year) prior
                                         to the Closing Date, prepared after giving effect to the Transactions as if the Transactions
                                         had occurred as of such date (including the notes thereto) (the “Pro Forma Balance
                                         Sheet”) and the unaudited pro forma consolidated statement of income of Holdings
                                         and its Subsidiaries for the 12 -month period ended at least forty-five (45) days (or
                                         ninety (90) days if such four-fiscal quarter period is the end of the Borrower’s
                                         fiscal year) prior to the Closing Date, prepared after giving effect to the Transactions
                                         as if the Transactions had occurred at the beginning of such period (together with the
                                         Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of
                                         which have heretofore been furnished to the Administrative Agent, have been prepared
                                         based on the Company Annual Financial Statements, the Company Quarterly Financial Statements,
                                         the Acquired Business Annual Financial Statements and the Acquired Business Unaudited
                                         Financial Statements and have been prepared in good faith, based on assumptions believed
                                         by Holdings to be reasonable as of the date of delivery thereof, and present fairly in
                                         all material respects on a pro forma -113-


 





    	 



    	 



    

 

basis
                                         the estimated financial position of Holdings and its Subsidiaries as at September 30,
                                         2011 and their estimated results of operations for the period covered thereby. (d) The
                                         forecasts of consolidated balance sheets, income statements and cash flow statements
                                         of Holdings and its Subsidiaries for each fiscal year ending after the Closing Date until
                                         the fifth anniversary of the Closing Date, copies of which have been furnished to the
                                         Administrative Agent prior to the Closing Date, and all Projections delivered pursuant
                                         to Section 6.01 have been prepared in good faith on the basis of the assumptions stated
                                         therein, which assumptions were believed to be reasonable at the time made, it being
                                         understood that projections as to future events are not to be viewed as facts and actual
                                         results may vary materially from such forecasts. (e) Since the Closing Date, there has
                                         been no event or circumstance, either individually or in the aggregate, that has had
                                         or could reasonably be expected to have a Material Adverse Effect. (f) There are no material
                                         liabilities that are not disclosed in the Company Annual Financial Statements, the Company
                                         Quarterly Financial Statements, the Acquired Business Annual Financial Statements, the
                                         Acquired Business Unaudited Financial Statements or any other financial statements delivered
                                         pursuant to Section 6.01(a) or (b). Section 5.06 Litigation. Except as set forth in Section
                                         5.06 of the Confidential Disclosure Letter, there are no actions, suits, proceedings,
                                         claims or disputes pending or, to the knowledge of Holdings or the Borrower, threatened
                                         in writing, at law, in equity, in arbitration or before any Governmental Authority, by
                                         or against Holdings, the Borrower or any of its Restricted Subsidiaries or against any
                                         of their properties or revenues that either individually or in the aggregate, could reasonably
                                         be expected to have a Material Adverse Effect. Section 5.07 Ownership of Property; Liens.
                                         Holdings, the Borrower and each of its Restricted Subsidiaries has good record title
                                         to, or valid leasehold interests in, or easements or other limited property interests
                                         in, all Real Property necessary in the ordinary conduct of its business, free and clear
                                         of all Liens except as set forth in Section 5.07 of the Confidential Disclosure Letter
                                         and except for minor defects in title that do not materially interfere with its ability
                                         to conduct its business or to utilize such assets for their intended purposes and Liens
                                         permitted by Section 7.01 and except where the failure to have such title could not reasonably
                                         be expected to have, individually or in the aggregate, a Material Adverse Effect. Section
                                         5.08 Environmental Matters. Except as specifically disclosed in Section 5.08(a) of the
                                         Confidential Disclosure Letter or except as could not reasonably be expected to have,
                                         individually or in the aggregate, a Material Adverse Effect: (a) Each Loan Party and
                                         its respective properties and operations are and have been in material compliance with
                                         all Environmental Laws, which includes obtaining and maintaining all applicable Environmental
                                         Permits required under such Environmental Laws to carry on the business of the Loan Parties;
                                         (b) the Loan Parties have not received any written notice that alleges any of them is
                                         in violation of or potentially liable under any Environmental Laws and none of the Loan
                                         Parties nor any of -114-


 





    	 



    	 



    

 

the
                                         Real Property is the subject of any claims, investigations, liens, demands, or judicial,
                                         administrative or arbitral proceedings pending or, to the knowledge of the Borrower,
                                         threatened in writing, under any Environmental Law or to revoke or modify any Environmental
                                         Permit held by any of the Loan Parties; (c) there has been no Release of Hazardous Materials
                                         on, at, under or from any Real Property or facilities owned, operated or leased by any
                                         of the Loan Parties, or, to the knowledge of the Borrower, Real Property formerly owned,
                                         operated or leased by any Loan Party or arising out of the conduct of the Loan Parties
                                         that could reasonably be expected to require investigation, remedial activity or corrective
                                         action or cleanup or could reasonably be expected to result in the Borrower incurring
                                         liability under Environmental Laws; and (d) there are no facts, circumstances or conditions
                                         arising out of or relating to the operations of the Loan Parties or Real Property or
                                         facilities owned, operated or leased by any of the Loan Parties or the knowledge of the
                                         Borrower, Real Property or facilities formerly owned, operated or leased by the Loan
                                         Parties that could reasonably be expected to result in the Borrower incurring liability
                                         under Environmental Laws. Section 5.09 Taxes. Except as would not, either individually
                                         or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each
                                         of the Loan Parties and their Subsidiaries have timely filed all Tax returns required
                                         to be filed, and have paid all Taxes levied or imposed upon them or their properties,
                                         income, profits or assets, that are due and payable (including in their capacity as a
                                         withholding agent), except those which are being contested in good faith by appropriate
                                         proceedings diligently conducted and for which adequate reserves have been provided in
                                         accordance with GAAP. There is no proposed Tax deficiency or assessment known to any
                                         Loan Parties against the Loan Parties that, if made would, individually or in the aggregate,
                                         reasonably be expected to result in a Material Adverse Effect. Section 5.10 ERISA Compliance.
                                         (a) Except as could not, either individually or in the aggregate, reasonably be expected
                                         to result in a Material Adverse Effect, each Plan is in compliance with the applicable
                                         provisions of ERISA, the Code and other Federal or state Laws. (b) (i) No ERISA Event
                                         has occurred or is reasonably expected to occur; (ii) neither any Loan Party, Restricted
                                         Subsidiary nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
                                         liability under Title IV of ERISA with respect to any Pension Plan (other than premiums
                                         due under Section 4007 of ERISA); (iii) neither any Loan Party, Restricted Subsidiary
                                         nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and
                                         no event has occurred which, with the giving of notice under Section 4219 of ERISA, would
                                         result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
                                         Plan; and (iv) neither any Loan Party, Restricted Subsidiary nor any ERISA Affiliate
                                         has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA;
                                         except, with respect to each of the foregoing clauses of this Section 5.10(b), as would
                                         not reasonably be expected, individually or in the aggregate, to result in a Material
                                         Adverse Effect. Section 5.11 Subsidiaries; Equity Interests. As of the Closing Date (after
                                         giving effect to the Transactions), no Loan Party has any material Subsidiaries other
                                         than those specifically disclosed in Section 5.11 of the Confidential Disclosure Letter,
                                         and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary
                                         of any Loan Party) in such material Subsidiaries have been validly issued and are fully
                                         paid and all Equity Interests owned -115-


 





    	 



    	 



    

 

by
                                         a Loan Party (or a Subsidiary of any Loan Party) in such material Subsidiaries are owned
                                         free and clear of all Liens except (i) those created under the Collateral Documents or
                                         under the Term Loan Credit Agreement Documentation (which Liens shall be subject to the
                                         Term Loan Intercreditor Agreement) and (ii) any Lien that is permitted under Section
                                         7.01. As of the Closing Date, Schedules 1(a) and 5(a) to the Perfection Certificate (a)
                                         set forth the name and jurisdiction of each Domestic Subsidiary that is a Loan Party,
                                         (b) set forth the ownership interest of the Borrower and any other Subsidiary thereof
                                         in each Subsidiary, including the percentage of such ownership and (c) identifies each
                                         Subsidiary that is a Subsidiary the Equity Interests of which are required to be pledged
                                         on the Closing Date pursuant to the Collateral and Guarantee Requirement. The Borrower
                                         represents and warrants that The Spic and Span Company, a Delaware corporation, represents
                                         a Transferred Guarantor and is eligible under Section 11.09 to be released from the Guaranty
                                         and as a “Grantor” under the Security Agreement. Section 5.12 Margin Regulations;
                                         Investment Company Act. (a) No Loan Party is engaged nor will it engage, principally
                                         or as one of its important activities, in the business of purchasing or carrying Margin
                                         Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and
                                         no proceeds of any Borrowings or drawings under any Letter of Credit will be used for
                                         any purpose that violates Regulation U of the Board of Governors of the United States
                                         Federal Reserve System. (b) None of the Borrower, any Person Controlling the Borrower,
                                         or any of their Restricted Subsidiaries is or is required to be registered as an “investment
                                         company” under the Investment Company Act of 1940. Section 5.13 Disclosure. (a)
                                         No report, financial statement, certificate or other written information furnished by
                                         or on behalf of any Loan Party (other than projected financial information, pro forma
                                         financial information and information of a general economic or industry nature) to any
                                         Agent or any Lender in connection with the transactions contemplated hereby and the negotiation
                                         of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented
                                         by other information so furnished) when taken as a whole contains any material misstatement
                                         of fact or omits to state any material fact necessary to make the statements therein
                                         (when taken as a whole), in the light of the circumstances under which they were made,
                                         not materially misleading. With respect to projected financial information and pro forma
                                         financial information, Holdings and the Borrower represent that such information was
                                         prepared in good faith based upon assumptions believed to be reasonable at the time of
                                         preparation; it being understood that such projections may vary from actual results and
                                         that such variances may be material. Section 5.14 Labor Matters. Except as, in the aggregate,
                                         could not reasonably be expected to have a Material Adverse Effect: (a) there are no
                                         strikes or other labor disputes against the Borrower or any of its Restricted Subsidiaries
                                         pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment
                                         made to employees of the Borrower or any of its Restricted Subsidiaries have not been
                                         in violation of the Fair Labor Standards Act or any other applicable Laws dealing with
                                         such matters; and (c) all payments due from each of the Loan Parties or any of the Restricted
                                         Subsidiaries on account of employee health and welfare insurance have been paid or accrued
                                         as a liability on the books of the relevant party. -116-


 





    	 



    	 



    

 

Section
                                         5.15 Intellectual Property; Licenses, Etc. Each of the Loan Parties and the Restricted
                                         Subsidiaries own, license or possess the right to use all of the trademarks, service
                                         marks, trade names, domain names, copyrights, patents, patent rights, technology, software,
                                         know-how database rights, design rights and other intellectual property rights (collectively,
                                         “IP Rights”) that are reasonably necessary for the operation of their respective
                                         businesses as currently conducted, and, such IP Rights do not conflict with the rights
                                         of any Person, except to the extent the absence of such IP Rights and such conflicts,
                                         either individually or in the aggregate, could not reasonably be expected to have a Material
                                         Adverse Effect. To the knowledge of Holdings and the Borrower, no IP Rights used by any
                                         Loan Party or any of the Restricted Subsidiaries in the operation of their respective
                                         businesses as currently conducted infringes upon any rights held by any Person, except
                                         for such infringements, individually or in the aggregate, which could not reasonably
                                         be expected to have a Material Adverse Effect. No claim or litigation regarding any of
                                         the IP Rights owned by any Loan Party or any of the Restricted Subsidiaries, is pending
                                         or, to the knowledge of Holdings and the Borrower, threatened against any Loan Party
                                         or any of the Restricted Subsidiaries, which, either individually or in the aggregate,
                                         could reasonably be expected to have a Material Adverse Effect. All registrations listed
                                         in Schedule 12(a) or 12(b) to the Perfection Certificate are valid and in full force
                                         and effect, except, in each case, to the extent the failure of such registrations to
                                         be valid and in full force and effect could not reasonably be expected, individually
                                         or in the aggregate, to have a Material Adverse Effect. Section 5.16 Solvency. On the
                                         ClosingAmendment No. 7 Effective Date, after giving effect to the Transactions, the Borrower
                                         and its Restricted Subsidiaries, on a consolidated basis, are Solvent. Section 5.17 Subordination
                                         of Junior Financing. The Obligations are “Senior Debt,” “Senior Indebtedness,”
                                         “Guarantor Senior Debt” or “Senior Secured Financing” (or any
                                         comparable term) under, and as defined in, any Junior Financing Documentation that is
                                         subordinated in right of payment to the Obligations. Section 5.18 USA Patriot Act. (a)
                                         To the extent applicable, each of Holdings and its Subsidiaries is in compliance, in
                                         all material respects, with (i) the Trading with the Enemy Act, as amended, and each
                                         of the foreign assets control regulations of the United States Treasury Department (31
                                         CFR Subtitle B, Chapter V, as amended) and any other enabling legislation or executive
                                         order relating thereto and (ii) the USA Patriot Act. (b) No part of the proceeds of the
                                         Loans will be used, directly or indirectly, for any payments to any governmental official
                                         or employee, political party, official of a political party, candidate for political
                                         office, or anyone else acting in an official capacity, in order to obtain, retain or
                                         direct business or obtain any improper advantage, in violation of the United States Foreign
                                         Corrupt Practices Act of 1977, as amended. (c) None of Holdings any of its Subsidiaries
                                         or, to the knowledge of the Borrower or Holdings, any director, officer, employee or
                                         agent of Holdings or any of its Subsidiaries is an individual or entity that is, or is
                                         owned or controlled by Persons that are: (i) the subject or target of any sanctions administered
                                         or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control,
                                         the -117-


 





    	 



    	 



    

 

U.S.
                                         Department of State, the United Nations Security Council, the European Union or Her Majesty’s
                                         Treasury (collectively, “Sanctions”) or (ii) located, organized or resident
                                         in a country or territory that is, or whose government is, the subject of Sanctions.
                                         None of Holdings or any of its Subsidiaries, to their knowledge, will use any of the
                                         proceeds of any of the Loans in violation of any Sanctions. Section 5.19 Security Documents.
                                         Except as otherwise contemplated hereby or under any other Loan Documents, the provisions
                                         of the Collateral Documents, together with such filings and other actions required to
                                         be taken hereby or by the applicable Collateral Documents (including the delivery to
                                         Administrative Agent of any Pledged Debt and any Pledged Equity required to be delivered
                                         pursuant to the applicable Collateral Documents), are effective to create in favor of
                                         the Administrative Agent for the benefit of the Secured Parties, except as otherwise
                                         provided hereunder, including subject to Liens permitted by Section 7.01, a legal, valid,
                                         enforceable and perfected first priority(other than with respect to the Fixed Asset Priority
                                         Collateral (as to which the Lien hereon shall be junior to the extent set forth in the
                                         Term Loan Intercreditor Agreement)) Lien on all right, title and interest of the respective
                                         Loan Parties in the Collateral described therein. Notwithstanding anything herein (including
                                         this Section 5.19) or in any other Loan Document to the contrary, neither the Borrower
                                         nor any other Loan Party makes any representation or warranty as to (A) the effects of
                                         perfection or non-perfection, the priority or the enforceability of any pledge of or
                                         security interest (other than with respect to those pledges and security interests made
                                         under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary)
                                         in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of
                                         the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation
                                         of any security interest, or the effects of perfection or non-perfection, the priority
                                         or the enforceability of any pledge of or security interest to the extent such pledge,
                                         security interest, perfection or priority is not required pursuant to the Collateral
                                         and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section
                                         6.13 or 4.01(a)(iv), the pledge or creation of any security interest, or the effects
                                         of perfection or non-perfection, the priority or enforceability of any pledge or security
                                         interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(iv).
                                         ARTICLE VI. AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder,
                                         any Loan or other Obligation (other than obligations under ABL Secured Treasury Services
                                         Agreements or obligations under ABL Secured Hedge Agreements) hereunder which is accrued
                                         and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
                                         outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has
                                         been Cash Collateralized or a backstop letter of credit reasonably satisfactory to the
                                         applicable L/C Issuer is in place), then from and after the Closing Date, Holdings and
                                         the Borrower shall, and shall (except in the case of the covenants set forth in Sections
                                         6.01, 6.02 and 6.03) cause each of the Restricted Subsidiaries to: Section 6.01 Financial
                                         Statements. (a) Deliver to the Administrative Agent for prompt further distribution to
                                         each Lender, not later than the earlier of (x) ninety (90) days after the end of each
                                         fiscal year of the Borrower (beginning with the fiscal year ending March 31, 2012) and
                                         (y) the day on which Holdings’ Annual Report on Form 10-K is required to be filed
                                         with the SEC for such fiscal year, a consolidated balance sheet of Borrower and its Subsidiaries
                                         as at the end of such fiscal year, and the related consolidated statements of income
                                         or -118-


 





    	 



    	 



    

 

operations,
                                         stockholders’ equity and cash flows for such fiscal year, setting forth in each
                                         case in comparative form the figures for the previous fiscal year, all in reasonable
                                         detail and prepared in accordance with GAAP, audited and accompanied by a report and
                                         opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting
                                         firm of nationally recognized standing, which report and opinion shall be prepared in
                                         accordance with generally accepted auditing standards and shall not be subject to any
                                         “going concern” or like qualification or exception or any qualification or
                                         exception as to the scope of such audit; (b) Deliver to the Administrative Agent for
                                         prompt further distribution to each Lender, not later than the earlier of (x) forty-five
                                         (45) days after the end of each of the first three (3) fiscal quarters of each fiscal
                                         year of the Borrower (beginning with the fiscal quarter ended December 31, 2011) and
                                         (y) the day on which Holdings’ Quarterly Report on Form 10-Q is required to be
                                         filed with the SEC for the applicable fiscal quarter, a consolidated balance sheet of
                                         Borrower and its Subsidiaries as at the end of such fiscal quarter and the related (i)
                                         consolidated statements of income or operations for such fiscal quarter and for the portion
                                         of the fiscal year then ended and (ii) consolidated statements of cash flows for such
                                         fiscal quarter and the portion of the fiscal year then ended, setting forth in each case
                                         in comparative form the figures for the corresponding fiscal quarter of the previous
                                         fiscal year and the corresponding portion of the previous fiscal year, all in reasonable
                                         detail and certified by a Responsible Officer of Borrower as fairly presenting in all
                                         material respects the financial condition, results of operations, stockholders’
                                         equity and cash flows of Borrower and its Subsidiaries in accordance with GAAP, subject
                                         only to normal year-end audit adjustments and the absence of footnotes; (c) Deliver to
                                         the Administrative Agent for prompt further distribution to each Lender, within ninety
                                         (90) days after the end of each fiscal year of Borrower, a detailed consolidated budget
                                         for the following fiscal year on a quarterly basis (including a projected consolidated
                                         balance sheet of Borrower and its Subsidiaries as of the end of the following fiscal
                                         year, the related consolidated statements of projected cash flow and projected income
                                         and a summary of the material underlying assumptions applicable thereto) (collectively,
                                         the “Projections”), which Projections shall in each case be accompanied by
                                         a certificate of a Responsible Officer stating that such Projections have been prepared
                                         in good faith on the basis of the assumptions stated therein, which assumptions were
                                         believed to be reasonable at the time of preparation of such Projections, it being understood
                                         that actual results may vary from such Projections and that such variations may be material;
                                         and (d) Deliver to the Administrative Agent with each set of consolidated financial statements
                                         referred to in Sections 6.01(a) and 6.01(b) above, the related consolidating financial
                                         statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted
                                         Subsidiaries (if any) (which may be in footnote form only) from such consolidated financial
                                         statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b)
                                         of this Section 6.01 may be satisfied with respect to financial information of the Borrower
                                         and the Restricted Subsidiaries by furnishing (A) the applicable financial statements
                                         of the Borrower (or any direct or indirect parent of the Borrower) or (B) the Borrower’s
                                         (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable,
                                         filed with the SEC; provided that, with respect to clauses (A) and (B), (i) to the extent
                                         such information relates to a parent of the Borrower, such information is accompanied
                                         by consolidating information that explains in reasonable detail the differences between
                                         the information relating to the Borrower (or such parent), on the one hand, and the information
                                         relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the
                                         other hand and (ii) to the extent such information is in lieu of information required
                                         to be provided under Section 6.01(a), such materials are accompanied by a report and
                                         opinion of PricewaterhouseCoopers LLP or any other independent registered public accounting
                                         firm of nationally recognized standing, which report and opinion shall be -119-


 





    	 



    	 



    

 

prepared
                                         in accordance with generally accepted auditing standards and shall not be subject to
                                         any “going concern” or like qualification or exception or any qualification
                                         or exception as to the scope of such audit. Any financial statement required to be delivered
                                         pursuant to Section 6.01(a) or (b) shall not be required to include purchase accounting
                                         adjustments relating to the Transactions to the extent it is not practicable to include
                                         them. Documents required to be delivered pursuant to Section 6.01 and Section 6.02(b)
                                         and (c) may be delivered electronically and if so delivered, shall be deemed to have
                                         been delivered on the date (i) on which the Borrower (or any direct or indirect parent
                                         of the Borrower) posts such documents, or provides a link thereto on the website on the
                                         Internet at the website address listed on Schedule 10.02; or (ii) on which such documents
                                         are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant
                                         website, if any, to which each Lender and the Administrative Agent have access (whether
                                         a commercial, third-party website or whether sponsored by the Administrative Agent);
                                         provided that (x) upon written request by the Administrative Agent, the Borrower shall
                                         deliver paper copies of such documents to the Administrative Agent for further distribution
                                         to each Lender until a written request to cease delivering paper copies is given by the
                                         Administrative Agent and (y) the Borrower shall notify (which may be by facsimile or
                                         electronic mail) the Administrative Agent of the posting of any such documents and provide
                                         to the Administrative Agent by electronic mail electronic versions (i.e., soft copies)
                                         of such documents. Notwithstanding anything contained herein, in every instance the Borrower
                                         shall be required to provide paper copies of the Compliance Certificates required by
                                         Section 6.02(a) to the Administrative Agent (which may be electronic copies delivered
                                         via electronic mail). Each Lender shall be solely responsible for timely accessing posted
                                         documents or requesting delivery of paper copies of such documents from the Administrative
                                         Agent and maintaining its copies of such documents. The Borrower hereby acknowledges
                                         that (a) the Administrative Agent and/or the Arranger will make available to the Lenders
                                         and the L/C Issuer materials and/or information provided by or on behalf of the Borrower
                                         hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials
                                         on IntraLinks or another similar electronic system (the “Platform”) and (b)
                                         certain of the Lenders (each, a “Public Lender”) may have personnel who do
                                         not wish to receive material non-public information with respect to the Borrower or its
                                         Affiliates, or the respective securities of any of the foregoing, and who may be engaged
                                         in investment and other market-related activities with respect to such Persons’
                                         securities. The Borrower hereby agrees that so long as the Borrower is the issuer of
                                         any outstanding debt or equity securities that are registered or issued pursuant to a
                                         private offering or is actively contemplating issuing any such securities it will use
                                         commercially reasonable efforts to identify that portion of the Borrower Materials that
                                         may be distributed to the Public Lenders and that (w) all such Borrower Materials shall
                                         be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean
                                         that the word “PUBLIC” shall appear prominently on the first page thereof;
                                         (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed
                                         to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders
                                         to treat such Borrower Materials as not containing any material non-public information
                                         (although it may be sensitive and proprietary) with respect to the Borrower or its securities
                                         for purposes of United States Federal and state securities laws (provided, however, that
                                         to the extent such Borrower Materials constitute Information, they shall be treated as
                                         set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC” are
                                         permitted to be made available through a portion of the Platform designated “Public
                                         Side Information”; and (z) the Administrative Agent and the Arranger shall treat
                                         any Borrower Materials that are not marked “PUBLIC” as being suitable only
                                         for posting on a portion of the Platform not designated “Public Side Information.”
                                         Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any
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Section
                                         6.02 Certificates; Other Information. Deliver to the Administrative Agent for prompt
                                         further distribution to each Lender: (a) no later than five (5) days after the delivery
                                         of the financial statements referred to in Sections 6.01(a) and (b), a duly completed
                                         Compliance Certificate signed by a Responsible Officer of Holdings; (b) promptly after
                                         the same are publicly available, copies of all annual, regular, periodic and special
                                         reports and registration statements which Holdings, the Borrower or any Restricted Subsidiary
                                         files with the SEC or with any Governmental Authority that may be substituted therefor
                                         (other than amendments to any registration statement (to the extent such registration
                                         statement, in the form it became effective, is delivered), exhibits to any registration
                                         statement and, if applicable, any registration statement on Form S-8) and in any case
                                         not otherwise required to be delivered to the Administrative Agent pursuant to any other
                                         clause of this Section 6.02; (c) promptly after the furnishing thereof, copies of any
                                         material notices received by any Loan Party (other than in the ordinary course of business)
                                         or material statements or material reports furnished to any holder of debt securities
                                         (other than in connection with any board observer rights) of any Loan Party or of any
                                         of its Restricted Subsidiaries pursuant to the terms of the Term Loan Credit Agreement
                                         Documentation, the 2021 Notes Indenture or the 2024 Notes Indenture and, in each case,
                                         any Permitted Refinancing thereof in each case in a principal amount in excess of the
                                         Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to
                                         any other clause of this Section 6.02; (d) together with the delivery of each Compliance
                                         Certificate pursuant to Section 6.02(a), (i) in the case of annual Compliance Certificates
                                         only, a report setting forth the information required by sections describing the legal
                                         name and the jurisdiction of formation of each Loan Party and the location of the chief
                                         executive office of each Loan Party of the Perfection Certificate or confirming that
                                         there has been no change in such information since the Closing Date or the date of the
                                         last such report, (ii) a description of each event, condition or circumstance during
                                         the last fiscal quarter covered by such Compliance Certificate requiring a mandatory
                                         prepayment under Section 2.05(b) and (iii) a list of each Subsidiary of the Borrower
                                         that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary
                                         as of the date of delivery of such Compliance Certificate (to the extent that there have
                                         been any changes in the identity or status as a Restricted Subsidiary or Unrestricted
                                         Subsidiary of any such Subsidiaries since the Closing Date or the most recent list provided);
                                         (e) promptly, such additional information regarding the business, legal, financial or
                                         corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries,
                                         or compliance with the terms of the Loan Documents, and any supporting and additional
                                         information related to the Borrowing Base substantially consistent with the due diligence
                                         information provided by the Borrower prior to the Closing Date, as the Administrative
                                         Agent or any Lender through the Administrative Agent may from time to time reasonably
                                         request; and (f) as soon as available, but in any event within twenty (20) days of the
                                         end of each calendar month (or, within five (5) Business Days of the end of each calendar
                                         week during any Weekly Reporting Period), a Borrowing Base Certificate, which calculates
                                         the Borrowing Base as of the last day of the immediately preceding month (and, if a Weekly
                                         Reporting Period is in effect, as of the last day of the immediately preceding week).
                                         Upon the Disposition of Collateral of any Loan Party included in the Borrowing Base,
                                         if the Net Proceeds thereof are, or are expected to be, in excess of $5,000,000, the
                                         Borrower shall also furnish an updated Borrowing Base Certificate promptly upon the Disposition
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Section
                                         6.03 Notices. Promptly after a Responsible Officer of the Borrower or any Subsidiary
                                         Guarantor has obtained knowledge thereof, notify the Administrative Agent: (a) of the
                                         occurrence of any Default; (b) of the occurrence of an ERISA Event which could reasonably
                                         be expected to result in a Material Adverse Effect; (c) of the filing or commencement
                                         of, or any threat or notice of intention of any person to file or commence, any action,
                                         suit, litigation or proceeding, whether at law or in equity by or before any Governmental
                                         Authority against the Borrower or any of its Restricted Subsidiaries that could reasonably
                                         be expected to result in a Material Adverse Effect; and (d) any and all default notices
                                         received under or with respect to any leased location or public warehouse where ABL Priority
                                         Collateral with a cost in excess of $5,000,000 is located (which shall be delivered within
                                         two Business Days after receipt thereof). Each notice pursuant to this Section 6.03 shall
                                         be accompanied by a written statement of a Responsible Officer of the Borrower (x) that
                                         such notice is being delivered pursuant to Section 6.03(a), (b), (c) or (d) (as applicable)
                                         and (y) setting forth details of the occurrence referred to therein and stating what
                                         action the Borrower has taken and proposes to take with respect thereto. Section 6.04
                                         Payment of Taxes. Pay, discharge or otherwise satisfy as the same shall become due and
                                         payable in the normal conduct of its business, all its obligations and liabilities in
                                         respect of Taxes imposed upon it or upon its income or profits or in respect of its property,
                                         except, in each case, to the extent (a) any such Tax is being contested in good faith
                                         and by appropriate proceedings for which appropriate reserves have been established in
                                         accordance with GAAP or (b) the failure to pay or discharge the same would not reasonably
                                         be expected to have, individually or in the aggregate, a Material Adverse Effect. Section
                                         6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and
                                         effect its legal existence under the Laws of the jurisdiction of its organization, and
                                         (b) take all reasonable action to maintain all rights, privileges (including its good
                                         standing where applicable in the relevant jurisdiction), permits, licenses and franchises
                                         necessary or desirable in the normal conduct of its business, except, in the case of
                                         (a) (other than with respect to Holdings and the Borrower) or (b), to the extent (i)
                                         that failure to do so could not reasonably be expected to have, individually or in the
                                         aggregate, a Material Adverse Effect or (ii) pursuant to any merger, consolidation, liquidation,
                                         dissolution or Disposition permitted by Article VII. Section 6.06 Maintenance of Properties.
                                         Except if the failure to do so could not reasonably be expected to have, individually
                                         or in the aggregate, a Material Adverse Effect, maintain, preserve and protect all of
                                         its material properties and -122-


 





    	 



    	 



    

 

equipment
                                         necessary in the operation of its business in good working order, repair and condition,
                                         ordinary wear and tear excepted and fire, casualty or condemnation excepted. Section
                                         6.07 Maintenance of Insurance. Maintain with insurance companies that the Borrower believes
                                         (in the good faith judgment of its management) are financially sound and reputable at
                                         the time the relevant coverage is placed or renewed, insurance with respect to its properties
                                         and business against loss or damage of the kinds customarily insured against by Persons
                                         engaged in the same or similar business, of such types and in such amounts (after giving
                                         effect to any self-insurance reasonable and customary for similarly situated Persons
                                         engaged in the same or similar businesses as Holdings, the Borrower and the Restricted
                                         Subsidiaries) as are customarily carried under similar circumstances by such other Persons.
                                         Each such policy of insurance shall as appropriate (i) name the Administrative Agent,
                                         on behalf of the Lenders, as an additional insured thereunder as its interest may appear
                                         or (ii) in the case of each casualty insurance policy, contain a loss payable clause
                                         or endorsement that names the Administrative Agent, on behalf of the Lenders, as loss
                                         payee thereunder. If the improvements on any Mortgaged Property are at any time located
                                         in an area identified by the Federal Emergency Management Agency (or any successor agency)
                                         as a special flood hazard area with respect to which flood insurance has been made available
                                         under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor
                                         act thereto)Laws, then, to the extent required by applicable Flood Insurance Laws, the
                                         Borrower shall, or shall cause each Loan Party to, (i) maintain, or cause to be maintained,
                                         with a financially sound and reputable insurer, flood insurance in an amount reasonably
                                         satisfactory to the Administrative Agent and otherwise sufficient to comply with all
                                         applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and
                                         (ii) deliver to the Administrative Agent evidence of such compliance in form and substance
                                         reasonably acceptable to the Administrative Agent. Section 6.08 Compliance with Laws.
                                         Comply in all material respects with the requirements of all Laws and all orders, writs,
                                         injunctions and decrees applicable to it or to its business or property, except if the
                                         failure to comply therewith could not reasonably be expected to have, individually or
                                         in the aggregate, a Material Adverse Effect. Section 6.09 Books and Records. Maintain
                                         proper books of record and account, in which entries that are full, true and correct
                                         in all material respects and are in conformity with GAAP and which reflect all material
                                         financial transactions and matters involving the assets and business of Holdings, the
                                         Borrower or a Restricted Subsidiary, as the case may be (it being understood and agreed
                                         that certain Foreign Subsidiaries maintain individual books and records in conformity
                                         with generally accepted accounting principles in their respective countries of organization
                                         and that such maintenance shall not constitute a breach of the representations, warranties
                                         or covenants hereunder). Section 6.10 Inspection Rights. Permit representatives and independent
                                         contractors of the Administrative Agent and each Lender to visit and inspect any of its
                                         properties, to examine its corporate, financial and operating records, and make copies
                                         thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with
                                         its directors, officers, and independent public accountants (subject to such accountants’
                                         customary policies and procedures), all at the reasonable expense of the Borrower and
                                         at such reasonable times during normal business hours and as often as may be reasonably
                                         desired, upon reasonable advance notice to the -123-


 





    	 



    	 



    

 

Borrower;
                                         provided that only the Administrative Agent on behalf of the Lenders may exercise rights
                                         of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative
                                         Agent shall not exercise such rights more often than two (2) times during any calendar
                                         year and only one (1) such time shall be at the Borrower’s expense; provided, further,
                                         that during the continuation of an Event of Default, the Administrative Agent (or any
                                         of its respective representatives or independent contractors), on behalf of the Lenders,
                                         may do any of the foregoing at the expense of the Borrower at any time during normal
                                         business hours and upon reasonable advance notice. The Administrative Agent shall give
                                         the Borrower the opportunity to participate in any discussions with the Borrower’s
                                         independent public accountants. Notwithstanding anything to the contrary in this Section
                                         6.10, none of the Borrower or any of the Restricted Subsidiaries will be required to
                                         disclose, permit the inspection, examination or making copies or abstracts of, or discussion
                                         of, any document, information or other matter that (a) constitutes non-financial trade
                                         secrets or non-financial proprietary information, (b) in respect of which disclosure
                                         to the Administrative Agent or any Lender (or their respective representatives or contractors)
                                         is prohibited by Law or any binding agreement or (c) is subject to attorney-client or
                                         similar privilege or constitutes attorney work product. Section 6.11 Additional Collateral;
                                         Additional Guarantors. At the Borrower’s expense, subject to the provisions of
                                         the Collateral and Guarantee Requirement and any applicable limitation in any Collateral
                                         Document, take all action necessary or reasonably requested by the Administrative Agent
                                         to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
                                         (a) Upon the formation (including, for the avoidance of doubt, pursuant to a division
                                         or a plan of division) or acquisition of any new direct or indirect wholly owned Material
                                         Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by any Loan Party
                                         or the designation in accordance with Section 6.14 of any existing direct or indirect
                                         wholly owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other
                                         than an Excluded Subsidiary) or any Subsidiary becoming a wholly owned Material Domestic
                                         Subsidiary (in each case, other than an Excluded Subsidiary): (i) within 60 days after
                                         such formation, acquisition or designation, or such longer period as the Administrative
                                         Agent may agree in writing in its discretion: (A) cause each such Material Domestic Subsidiary
                                         that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement
                                         to duly execute and deliver to the Administrative Agent (or, in the case of the Intercompany
                                         Note prior to the Discharge of Fixed Asset Obligations, the Fixed Asset Administrative
                                         Agent), other than with respect to any Excluded Assets, joinders to this Agreement as
                                         Guarantors, Security Agreement Supplements, Intellectual Property Security Agreements,
                                         a counterpart of the Intercompany Note and other security agreements and documents as
                                         reasonably requested by and in form and substance reasonably satisfactory to the Administrative
                                         Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security
                                         Agreements and other security agreements in effect on the Closing Date), in each case
                                         granting Liens required by the Collateral and Guarantee Requirement; (B) cause each such
                                         Material Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral
                                         and Guarantee Requirement (and the parent of each such Domestic Subsidiary that is a
                                         Guarantor) to deliver any and all certificates representing Equity Interests (to the
                                         extent certificated) and -124-


 





    	 



    	 



    

 

intercompany
                                         notes (to the extent certificated) that are required to be pledged pursuant to the Collateral
                                         and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments
                                         of transfer executed in blank; (C) take and cause such Material Domestic Subsidiary that
                                         is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement
                                         and each direct or indirect parent of such Material Domestic Subsidiary to take whatever
                                         action (including the recording of Mortgages, the filing of UCC financing statements
                                         and delivery of stock and membership interest certificates) as may be necessary in the
                                         reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or
                                         in any representative of the Administrative Agent designated by it) valid and perfected
                                         Liens to the extent required by the Collateral and Guarantee Requirement, and to otherwise
                                         comply with the requirements of the Collateral and Guarantee Requirement; (ii) if reasonably
                                         requested by the Administrative Agent, within forty-five (45) days after such request
                                         (or such longer period as the Administrative Agent may agree in writing in its discretion),
                                         deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative
                                         Agent and the Lenders, of counsel for the Loan Parties to the Administrative Agent as
                                         to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably
                                         request; (iii) as promptly as practicable after the request therefor by the Administrative
                                         Agent, deliver to the Administrative Agent with respect to each Material Real Property,
                                         any existing title reports, abstracts or environmental assessment reports, to the extent
                                         available and in the possession or control of the Borrower; provided, however, that there
                                         shall be no obligation to deliver to the Administrative Agent any existing environmental
                                         assessment report whose disclosure to the Administrative Agent would require the consent
                                         of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially
                                         reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained;
                                         and (iv) if reasonably requested by the Administrative Agent, within sixty (60) days
                                         after such request (or such longer period as the Administrative Agent may agree in writing
                                         in its discretion), deliver to the Administrative Agent any other items necessary from
                                         time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection
                                         and existence of security interests with respect to property of any Guarantor acquired
                                         after the Closing Date and subject to the Collateral and Guarantee Requirement, but not
                                         specifically covered by the preceding clauses (i), (ii) or (iii) or clause (b) below.
                                         (b) Not later than one hundred twenty (120) days after the acquisition by any Loan Party
                                         of Material Real Property as determined by the Borrower (acting reasonably and in good
                                         faith) (or such longer period as the Administrative Agent may agree in writing in its
                                         discretion) that is required to be provided as Collateral pursuant to the Collateral
                                         and Guarantee Requirement, which property would not be automatically subject to another
                                         Lien pursuant to pre-existing Collateral Documents, cause such property to be subject
                                         to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured
                                         Parties and take, or cause the relevant Loan Party to take, such actions as shall be
                                         necessary or reasonably requested by the Administrative Agent to grant and perfect or
                                         record such Lien, in each case to the extent required by, and subject to the limitations
                                         and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with
                                         the requirements of the definition of “Collateral and Guarantee Requirement”.
                                         -125-


 





    	 



    	 



    

 

Section
                                         6.12 Compliance with Environmental Laws. Except, in each case, to the extent that the
                                         failure to do so could not reasonably be expected to have, individually or in the aggregate,
                                         a Material Adverse Effect, comply, and take all reasonable actions to cause all lessees
                                         and other Persons operating or occupying its properties to comply with all applicable
                                         Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits
                                         necessary for its operations and properties; and, in each case to the extent the Loan
                                         Parties are required by Environmental Laws, conduct any investigation, remedial or other
                                         corrective action necessary to address Hazardous Materials at any property or facility
                                         in accordance with applicable Environmental Laws. Section 6.13 Further Assurances. Promptly
                                         upon reasonable request by the Administrative Agent (i) correct any material defect or
                                         error that may be discovered in the execution, acknowledgment, filing or recordation
                                         of any Collateral Document or other document or instrument relating to any Collateral,
                                         and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register
                                         and re-register any and all such further acts, deeds, certificates, assurances and other
                                         instruments as the Administrative Agent may reasonably request from time to time in order
                                         to carry out more effectively the purposes of the Collateral Documents, to the extent
                                         required pursuant to the Collateral and Guarantee Requirement. If the Administrative
                                         Agent reasonably determines that it is required by applicable Law to have appraisals
                                         prepared in respect of any Mortgaged Property, the Borrower shall provide to the Administrative
                                         Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal
                                         Reform Amendments of FIRREA. The Borrower shall promptly notify the Administrative Agent
                                         upon the purchase of the Split Brands or the termination of Holdings’ obligation
                                         to purchase the Split Brands. To the extent that the Split Brands are purchased prior
                                         to the Split Brands Cutoff Date: (i) either (x) such purchase must be made by the Borrower
                                         or a Subsidiary Guarantor, or (y) upon the purchase of the Split Brands by Holdings,
                                         Holdings shall contribute the Split Brands to the Borrower or a Subsidiary Guarantor
                                         and (ii) the Borrower shall take all such actions required by Section 6.11 to create
                                         and perfect the security interest in the Split Brands and comply with the Collateral
                                         and Guarantee Requirement. Holdings shall take all actions necessary to consummate the
                                         BSPA Assignment. Section 6.14 Designation of Subsidiaries. The Borrower may at any time
                                         after the Closing Date designate any Restricted Subsidiary of the Borrower as an Unrestricted
                                         Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i)
                                         immediately before and after such designation, no Default shall have occurred and be
                                         continuing, (ii) immediately after giving effect to such designation, the Payment Condition
                                         shall be satisfied, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary
                                         if, after such designation, it would be a “Restricted Subsidiary” for the
                                         purpose of the Term Loan Credit Agreement, the 2021 Notes, the 2024 Notes or any Junior
                                         Financing and (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary
                                         if it was previously designated an Unrestricted Subsidiary. The designation of any Subsidiary
                                         as an Unrestricted Subsidiary after the Closing Date shall constitute an Investment by
                                         the Borrower therein at the date of designation in an amount equal to the fair market
                                         value as determined in good faith by the Borrower of the Borrower’s or its Subsidiary’s
                                         (as applicable) Investment therein. The designation of any Unrestricted Subsidiary as
                                         a Restricted Subsidiary shall constitute (i) the incurrence at the time of designation
                                         of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and
                                         (ii) a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant
                                         to the preceding sentence in an amount equal to the fair market value as determined in
                                         good faith by the Borrower at the date of such designation of the Borrower’s or
                                         its Subsidiary’s (as applicable) Investment in such Subsidiary. -126-


 





    	 



    	 



    

 

Section
                                         6.15 Maintenance of Ratings. Use commercially reasonable efforts to maintain (i) a public
                                         corporate credit rating (but not any specific rating) from S&P and a public corporate
                                         family rating (but not any specific rating) from Moody’s, in each case in respect
                                         of the Borrower, and (ii) a public rating (but not any specific rating) in respect of
                                         the Revolving Credit Facility from each of S&P and Moody’s. Section 6.16 Physical
                                         Inventories. The Loan Parties, at their own expense, shall conduct a physical inventory
                                         to be undertaken in each twelve (12) month period (or alternatively, periodic cycle counts)
                                         consistent with historical practices (and on a more frequent basis if requested by the
                                         Administrative Agent when an Event of Default exists), conducted following such methodology
                                         as is consistent with the methodology used in the immediately preceding inventory (or
                                         cycle count) or as otherwise may be reasonably satisfactory to the Administrative Agent.
                                         Following the completion of such inventory, the Borrower and the Subsidiary Guarantors
                                         shall promptly post such results to the Loan Parties’ stock ledgers and general
                                         ledgers, as applicable. Section 6.17 Appraisals. If requested by the Administrative Agent,
                                         at the expense of the Borrower, once per fiscal year of the Borrower at any time as determined
                                         by the Administrative Agent, the Borrower will permit the Administrative Agent or professionals
                                         (including consultants, accountants, lawyers and appraisers) retained by the Administrative
                                         Agent, and, unless an Event of Default then exists and is continuing, on reasonable prior
                                         notice and during normal business hours, to conduct appraisals or updates thereof of
                                         the Borrower’s and the Subsidiary Guarantors’ Inventory, such appraisals
                                         and updates to include, without limitation, information required by applicable law and
                                         regulations; provided, however, if a Weekly Reporting Period has occurred during such
                                         calendar year, such appraisals may occur twice per fiscal year if requested by the Administrative
                                         Agent; provided, further, however, if an Event of Default has occurred and is continuing
                                         there shall be no limitation as to the number and frequency of such appraisals during
                                         such calendar year at the sole expense of the Borrower. For purposes of this Section
                                         6.17, it is understood and agreed that a single appraisal may consist of examinations
                                         conducted at multiple relevant sites and involve one or more relevant Loan Parties and
                                         their assets. Section 6.18 Field Examinations. If requested by the Administrative Agent,
                                         at the expense of the Borrower, once per fiscal year of the Borrower at any time as determined
                                         by the Administrative Agent, the Borrower will permit the Administrative Agent or professionals
                                         (including consultants, accountants, lawyers and appraisers) retained by the Administrative
                                         Agent, and, unless an Event of Default then exists and is continuing, on reasonable prior
                                         notice and during normal business hours, to conduct field examinations or updates thereof
                                         to ensure the adequacy of Collateral included in the Borrowing Base and related reporting
                                         and control systems; provided, however, if a Weekly Reporting Period has occurred during
                                         such calendar year, such field examinations may occur twice per fiscal year if requested
                                         by the Administrative Agent; provided, further, however, if an Event of Default has occurred
                                         and is continuing during any calendar year there shall be no limitation as to the number
                                         and frequency of such field examinations during such calendar year at the sole expense
                                         of the Borrower. For purposes of this Section 6.18, it is understood and agreed that
                                         a single field examination may consist of examinations conducted at multiple relevant
                                         sites and involve one or more relevant Loan Parties and their assets. -127-


 





    	 



    	 



    

 

Section
                                         6.19 Administration of Certain Collateral; Cash Management. (a) Records and Schedules
                                         of Accounts. The Borrower and each Subsidiary Guarantor shall keep accurate and complete
                                         records of its Accounts, including all payments and collections thereon, and shall submit
                                         to the Administrative Agent sales, collection, reconciliation and other reports in form
                                         reasonably satisfactory to the Administrative Agent, on such periodic basis as the Administrative
                                         Agent may reasonably request. If Accounts in an aggregate face amount of $3,000,000 or
                                         more cease to be Eligible Accounts, the Borrower shall notify the Administrative Agent
                                         of such occurrence promptly (and in any event within two (2) Business Days) after the
                                         Borrower or any Subsidiary Guarantor has knowledge thereof. (b) Taxes. If an Account
                                         of the Borrower or any Subsidiary Guarantor includes a charge for any Taxes, the Administrative
                                         Agent is authorized, in its reasonable discretion, to pay the amount thereof to the proper
                                         taxing authority for the account of the Borrower or such Subsidiary Guarantor and to
                                         charge such Loan Party therefor; provided, however, that neither the Administrative Agent
                                         nor Lenders shall be liable for any Taxes that may be due from the Borrower or any Subsidiary
                                         Guarantor or with respect to any Collateral. (c) Account Verification. If an Event of
                                         Default exists and is continuing, the Administrative Agent shall have the right at any
                                         time (subject to applicable Laws), in the name of the Borrower, any Subsidiary Guarantor
                                         or the Administrative Agent or any designee of the Administrative Agent, to verify the
                                         validity, amount or any other matter relating to any Accounts of the Borrower or any
                                         Subsidiary Guarantor by mail, telephone or otherwise. The Borrower and each Subsidiary
                                         Guarantor shall cooperate fully with the Administrative Agent in an effort to facilitate
                                         and promptly conclude any such verification process. (d) Maintenance of Cash Management
                                         System. (i) Schedule of DDAs. Section 6.19(d)(i) of the Confidential Disclosure Letter
                                         sets forth all DDAs maintained by the Loan Parties as of the Closing Date, including
                                         with respect to each depository, (i) the name and address of such depository, (ii) the
                                         account number(s) maintained with such depository, and (iii) a contact person at such
                                         depository. Except as set forth below pursuant to the Cash Management System, each Loan
                                         Party shall be the sole account holder of each DDA and shall not allow any other Person
                                         to have control over a DDA or any property deposited therein. (ii) Cash Management System.
                                         The Loan Parties will establish and maintain the cash management system described below
                                         (the “Cash Management System”): (A) On or prior to the date that is 90 days
                                         after the Closing Date (or, unless a Cash Dominion Period is continuing or an Event of
                                         Default has occurred, such later date as the Administrative Agent may, in its sole discretion,
                                         consent to in writing), the Borrower shall have established a concentration account in
                                         its name (the “Concentration Account”) with a bank reasonably acceptable
                                         to the Administrative Agent. (B) Except in connection with Excluded Deposit Accounts,
                                         on or prior to date that is 90 days after the Closing Date (or, unless a Cash Dominion
                                         Period is continuing or an Event of Default has occurred, such later date as the Administrative
                                         Agent may, in its sole discretion, consent to in writing), (i) each Loan Party that maintains
                                         a DDA shall deliver to the Administrative Agent for each DDA (other than Excluded Deposit
                                         Accounts) maintained by such Loan Party, a multi-party blocked account control agreement
                                         or lockbox account agreement -128-


 





    	 



    	 



    

 

between
                                         the Administrative Agent, the bank at which each such DDA is maintained and the relevant
                                         Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent
                                         (each a “DDA Control Agreement”) and (ii) the Borrower shall deliver to the
                                         Administrative Agent for the Concentration Account, a multi-party blocked account control
                                         agreement or lockbox account agreement between the Administrative Agent, the bank at
                                         which the Concentration Account is maintained and the Borrower, in form and substance
                                         reasonably satisfactory to the Administrative Agent (the “Concentration Account
                                         Control Agreement” and, together with any DDA Control Agreement, each a “Blocked
                                         Account Agreement”). Each such DDA Control Agreement shall provide, among other
                                         things, that, during the continuance of a Cash Dominion Period, the bank at which any
                                         such Blocked Account is maintained, agrees to forward on a daily basis all available
                                         amounts in each such account directly or by transfer through one or more Blocked Accounts
                                         to the Concentration Account. In addition, the Concentration Account Control Agreement
                                         shall provide, among other things, that during the continuation of a Cash Dominion Period,
                                         the bank at which such Concentration Account is maintained shall, upon receipt of notice
                                         by the Administrative Agent (given in its discretion or at the direction of Required
                                         Lenders), make daily sweeps from the Concentration Account into the Administrative Agent’s
                                         account for application to the Obligations. From and after the 90th day following the
                                         Closing Date, no Loan Party shall maintain any DDA (other than an Excluded Deposit Account)
                                         unless it shall be subject to a Blocked Account Agreement. (C) During a Cash Dominion
                                         Period, the balance from time to time standing to the credit of the Blocked Accounts
                                         shall be distributed as directed in accordance with the provisions of the Blocked Account
                                         Agreements. Other than during a Cash Dominion Period, the balance from time to time standing
                                         to the credit of the Blocked Accounts and the Concentration Account shall be distributed
                                         as directed by the Borrower. (D) So long as no Default or Event of Default has occurred
                                         and is continuing, the Loan Parties may amend Section 6.19(d)(i) of the Confidential
                                         Disclosure Letter to add or replace a depository bank or any Blocked Account; provided
                                         that (i) the Administrative Agent shall have consented in writing in advance to the opening
                                         of such new or replacement Blocked Account with the relevant bank (which consent shall
                                         not be unreasonably withheld or delayed) and (ii) prior to the time of the opening of
                                         such account, the applicable Loan Party and such bank shall have executed and delivered
                                         to the Administrative Agent a Blocked Account Agreement in form and substance reasonably
                                         satisfactory to the Administrative Agent. Each Loan Party shall cease using any Blocked
                                         Account to hold proceeds of Collateral promptly and in any event within 30 days (or such
                                         later date as the Administrative Agent may, in its sole reasonable discretion, consent
                                         to in writing) following notice from the Administrative Agent to the Borrower that (A)
                                         the creditworthiness of the bank holding such Blocked Account is no longer acceptable
                                         in the Administrative Agent’s Permitted Discretion, or (B) the operating performance,
                                         funds transfer or availability procedures or performance with respect to accounts or
                                         lockboxes of the bank holding such Blocked Account or Administrative Agent’s liability
                                         under any Blocked Account Agreement with such bank is no longer acceptable in the Administrative
                                         Agent’s Permitted Discretion. (E) The Blocked Accounts shall be Collateral accounts,
                                         with all cash, checks and other similar items of payment in such accounts securing payment
                                         of the Loans and all other Obligations, and in which the applicable Loan Party shall
                                         have granted a Lien to the Administrative Agent, for the benefit of the Secured Parties,
                                         pursuant to this Agreement. Each Loan Party shall use commercially reasonable efforts
                                         to ensure that all cash, checks and other similar items of payment in the Blocked Accounts
                                         are solely in respect of Collateral. -129-


 





    	 



    	 



    

 

(F)
                                         All collections of Accounts and all proceeds of the sale or other disposition of any
                                         Collateral, other than collections and proceeds that are held in Excluded Deposit Accounts
                                         in accordance with the terms hereof, shall be deposited directly into a Blocked Account.
                                         In the event that, notwithstanding the provisions of this clause (F), any Loan Party
                                         receives or otherwise has dominion and control of any proceeds or collections of Accounts
                                         or proceeds of Collateral outside of the Blocked Accounts, such proceeds and collections
                                         shall be held in trust by such Loan Party for the Administrative Agent and shall, not
                                         later than four (4) Business Days after receipt thereof, be deposited into a Blocked
                                         Account or dealt with in such other fashion as such Loan Party may be instructed by the
                                         Administrative Agent. (e) Account Statements. During the continuance of a Cash Dominion
                                         Period, each Loan Party shall provide the Administrative Agent with any information and
                                         account statements with respect to the Blocked Accounts as reasonably requested by Administrative
                                         Agent. (f) Sole Dominion of Administrative Agent. During a Cash Dominion Period, the
                                         Concentration Account shall at all times be under the sole dominion and control of the
                                         Administrative Agent. Each Loan Party hereby acknowledges and agrees that during a Cash
                                         Dominion Period, (i) such Loan Party has no right of withdrawal from the Concentration
                                         Account, (ii) the funds on deposit in the Concentration Account shall at all times be
                                         collateral security for all of the Obligations and (iii) the funds on deposit in the
                                         Concentration Account shall be transferred daily to the Administrative Agent’s
                                         account for application to the Obligations. During any Cash Dominion Period, (x) if the
                                         Concentration Account is maintained at Citi, the ledger balance in the Concentration
                                         Account as of the end of a Business Day shall be transferred to the Administrative Agent’s
                                         account and applied to the Obligations at the beginning of the next Business Day and
                                         (y) if the Concentration Account is not maintained at Citi, payments shall be applied
                                         to the Obligations on the Business Day of receipt of good funds by the Administrative
                                         Agent in the account designated by the Administrative Agent for such purposes; provided
                                         that if any such payment is received after 2:00 p.m., it may be deemed received on the
                                         next Business Day. The Administrative Agent shall, unless otherwise directed in writing
                                         by the Required Lenders or otherwise required by Section 8.03, apply all available funds
                                         in its account which were deposited pursuant to this clause (f) in such order as the
                                         Administrative Agent determines in its sole discretion, provided that to the extent no
                                         Outstanding Amounts are outstanding, the Administrative Agent may, in its discretion,
                                         unless otherwise directed in writing by the Required Lenders, either (i) apply such funds
                                         to the Obligations in such order as the Administrative Agent determines or (ii) return
                                         such funds to the Borrower (it being understood that if as a result of such application,
                                         a credit balance exists, the balance shall not accrue interest in favor of Borrower).
                                         During any Cash Dominion Period, the Borrower and each Subsidiary Guarantor irrevocably
                                         waives the right to direct the application of any payments or Collateral proceeds, and
                                         agrees that the Administrative Agent shall have the continuing, exclusive right to apply
                                         and reapply same against the Obligations, in such manner as the Administrative Agent
                                         determines in its discretion. Section 6.20 Post-Closing Covenants. (a) Within ten (10)
                                         Business Days following the Closing Date (or such later date as the Administrative Agent
                                         may, in its reasonable discretion, consent to in writing), the Borrower will permit the
                                         Administrative Agent to complete a field examination to ensure the adequacy of Collateral
                                         included in the Borrowing Base and related reporting and control systems. (b) Within
                                         ten (10) Business Days following the Closing Date (or such later date as the Administrative
                                         Agent may, in its reasonable discretion, consent to in writing), the Borrower will permit
                                         the Administrative Agent or professionals (including consultants, accountants, lawyers
                                         and appraisers) retained by the Administrative Agent to complete appraisals of the Borrower’s
                                         and the Subsidiary -130-


 





    	 



    	 



    

 

Guarantors’
                                         Inventory, such appraisals and updates to include, without limitation, information required
                                         by applicable law and regulations. ARTICLE VII. NEGATIVE COVENANTS So long as any Lender
                                         shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than
                                         (i) contingent indemnification obligations as to which no claim has been asserted and
                                         (ii) obligations under ABL Secured Treasury Services Agreements or obligations under
                                         ABL Secured Hedge Agreements) which is accrued and payable shall remain unpaid or unsatisfied,
                                         or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the
                                         L/C Obligations related thereto has been Cash Collateralized, back-stopped by a letter
                                         of credit reasonably satisfactory to the applicable L/C Issuer or deemed reissued under
                                         another agreement reasonably acceptable to the applicable L/C Issuer), then from and
                                         after the Closing Date, Holdings and the Borrower (and, with respect to Section 7.11
                                         only, the Borrower and, with respect to Section 7.14 only, Holdings) shall not and shall
                                         not permit any of its Restricted Subsidiaries to, directly or indirectly: Section 7.01
                                         Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets
                                         or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens
                                         created pursuant to any Loan Documents; (b) Liens existing on the Amendment No. 6 Effective
                                         Date and listed in Schedule 7.01 to Amendment No. 6 and any modifications, replacements,
                                         renewals, refinancings or extensions thereof; provided that (i) the Lien does not extend
                                         to any additional property other than (A) after-acquired property that is affixed or
                                         incorporated into the property covered by such Lien or financed by Indebtedness permitted
                                         under Section 7.03, and (B) proceeds and products thereof, and (ii) the replacement,
                                         renewal, extension or refinancing of the obligations secured or benefited by such Liens,
                                         to the extent constituting Indebtedness, is permitted by Section 7.03; (c) Liens for
                                         taxes, assessments or governmental charges that are not overdue for a period of more
                                         than thirty (30) days or that are being contested in good faith and by appropriate actions,
                                         if adequate reserves with respect thereto are maintained on the books of the applicable
                                         Person in accordance with GAAP; (d) statutory or common law Liens of landlords, sublandlords,
                                         carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or
                                         other like Liens, so long as, in each case, such Liens secure amounts not overdue for
                                         a period of more than thirty (30) days or if more than thirty (30) days overdue, are
                                         unfiled and no other action has been taken to enforce such Liens or that are being contested
                                         in good faith and by appropriate actions, if adequate reserves with respect thereto are
                                         maintained on the books of the applicable Person in accordance with GAAP; (e) (i) pledges
                                         or deposits in the ordinary course of business in connection with workers’ compensation,
                                         unemployment insurance and other social security legislation and (ii) pledges and deposits
                                         in the ordinary course of business securing liability for reimbursement or indemnification
                                         obligations of (including obligations in respect of letters of credit or bank guarantees
                                         for the benefit of) insurance carriers providing property, casualty or liability insurance
                                         to the Borrower or any of its Restricted Subsidiaries; -131-


 





    	 



    	 



    

 

(f)
                                         deposits to secure the performance of bids, trade contracts, governmental contracts and
                                         leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay,
                                         customs and appeal bonds, performance bonds and other obligations of a like nature (including
                                         those to secure health, safety and environmental obligations) incurred in the ordinary
                                         course of business; (g) easements, rights-of-way, restrictions (including zoning restrictions),
                                         encroachments, protrusions and other similar encumbrances and minor title defects affecting
                                         Real Property that do not in the aggregate materially interfere with the ordinary conduct
                                         of the business of the Borrower or any of its Restricted Subsidiaries, taken as a whole,
                                         and any exceptions on the Mortgage Policies issued in connection with the Mortgaged Properties;
                                         (h) Liens securing judgments or orders for the payment of money not constituting an Event
                                         of Default under Section 8.01(h); (i) leases, licenses, subleases or sublicenses granted
                                         to others in the ordinary course of business which (i) do not interfere in any material
                                         respect with the business of the Borrower and its Restricted Subsidiaries, taken as a
                                         whole, (ii) do not secure any Indebtedness or (iii) are permitted by Section 7.05; (j)
                                         Liens (i) in favor of customs and revenue authorities arising as a matter of Law to secure
                                         payment of customs duties in connection with the importation of goods in the ordinary
                                         course of business or (ii) on specific items of inventory or other goods and proceeds
                                         of any Person securing such Person’s obligations in respect of bankers’ acceptances
                                         or letters of credit issued or created for the account of such person to facilitate the
                                         purchase, shipment or storage of such inventory or other goods in the ordinary course
                                         of business; (k) Liens (i) of a collection bank arising under Section 4-208 of the Uniform
                                         Commercial Code on items in the course of collection, (ii) attaching to commodity trading
                                         accounts or other commodities brokerage accounts incurred in the ordinary course of business
                                         and (iii) in favor of a banking or other financial institution arising as a matter of
                                         Law or under customary general terms and conditions encumbering deposits or other funds
                                         maintained with a financial institution (including the right of set-off) and that are
                                         within the general parameters customary in the banking industry or arising pursuant to
                                         such banking institutions general terms and conditions; (l) Liens (i) on cash advances
                                         in favor of the seller of any property to be acquired in an Investment permitted pursuant
                                         to Sections 7.02(g), (i) and (n) or, to the extent related to any of the foregoing, Section
                                         7.02(r) to be applied against the purchase price for such Investment, and (ii) consisting
                                         of an agreement to Dispose of any property in a Disposition permitted under Section 7.05,
                                         in each case, solely to the extent such Investment or Disposition, as the case may be,
                                         would have been permitted on the date of the creation of such Lien; (m) Liens (i) in
                                         favor of the Borrower or a Restricted Subsidiary on assets of a Restricted Subsidiary
                                         that is not a Loan Party securing Indebtedness permitted under Section 7.03(b), (d) and
                                         (u) and (ii) in favor of the Borrower or any Subsidiary Guarantor; (n) any interest or
                                         title of a lessor, sublessor, licensor or sublicensor under leases, subleases, licenses
                                         or sublicenses entered into by the Borrower or any of its Restricted Subsidiaries in
                                         the ordinary course of business; -132-


 





    	 



    	 



    

 

(o)
                                         Liens arising out of conditional sale, title retention, consignment or similar arrangements
                                         for sale of goods entered into by the Borrower or any of its Restricted Subsidiaries
                                         in the ordinary course of business permitted by this Agreement; (p) Section 7.02; Liens
                                         deemed to exist in connection with Investments in repurchase agreements under (q) Liens
                                         encumbering reasonable customary initial deposits and margin deposits and similar Liens
                                         attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary
                                         course of business and not for speculative purposes; (r) Liens that are contractual rights
                                         of set-off or rights of pledge (i) relating to the establishment of depository relations
                                         with banks or other deposit-taking financial institutions and not given in connection
                                         with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts
                                         of the Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft
                                         or similar obligations incurred in the ordinary course of business of the Borrower or
                                         any of its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements
                                         entered into with customers of the Borrower or any of its Restricted Subsidiaries in
                                         the ordinary course of business; (s) Liens solely on any cash earnest money deposits
                                         made by the Borrower or any of its Restricted Subsidiaries in connection with any letter
                                         of intent or purchase agreement permitted hereunder; (t) ground leases in respect of
                                         Real Property on which facilities owned or leased by the Borrower or any of its Restricted
                                         Subsidiaries are located; (u) Liens to secure Indebtedness permitted under Section 7.03(e);
                                         provided that (i) such Liens are created within 270 days of the acquisition, construction,
                                         repair, lease or improvement of the property subject to such Liens, (ii) such Liens do
                                         not at any time encumber property (except for replacements, additions and accessions
                                         to such property) other than the property financed by such Indebtedness and the proceeds
                                         and products thereof and customary security deposits and (iii) with respect to Capitalized
                                         Leases, such Liens do not at any time extend to or cover any assets (except for replacements,
                                         additions and accessions to such assets) other than the assets subject to such Capitalized
                                         Leases and the proceeds and products thereof and customary security deposits; provided
                                         that individual financings of equipment provided by one lender may be cross-collateralized
                                         to other financings of equipment provided by such lender; (v) Liens on property of any
                                         Subsidiary that is not a Loan Party, which Liens secure Indebtedness of any of Holdings,
                                         the Borrower or any Subsidiary permitted under Section 7.03; (w) Liens existing on property
                                         at the time of its acquisition or existing on the property of any Person at the time
                                         such Person becomes a Restricted Subsidiary (other than by designation as a Restricted
                                         Subsidiary pursuant to Section 6.14), in each case after the Closing Date (other than
                                         Liens on the Equity Interests of any Person that becomes a Restricted Subsidiary); provided
                                         that (i) such Lien was not created in contemplation of such acquisition or such Person
                                         becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other
                                         assets or property (other than the proceeds or products thereof and other than after-acquired
                                         property subjected to a Lien securing Indebtedness and other obligations incurred prior
                                         to such time and which Indebtedness and other obligations are permitted hereunder that
                                         require, pursuant to their terms at such time, a pledge of after-acquired property, it
                                         being understood that such requirement shall not be permitted to apply to any property
                                         to which such -133-


 





    	 



    	 



    

 

requirement
                                         would not have applied but for such acquisition), and (iii) the Indebtedness secured
                                         thereby is permitted under Section 7.03(g); (x) (i) zoning, building, entitlement and
                                         other land use regulations by Governmental Authorities with which the normal operation
                                         of the business complies, and (ii) any zoning or similar law or right reserved to or
                                         vested in any Governmental Authority to control or regulate the use of any real property
                                         that does not materially interfere with the ordinary conduct of the business of the Borrower
                                         and its Restricted Subsidiaries, taken as a whole; (y)Liens arising from precautionary
                                         Uniform Commercial Code financing statement or similar filings; (z) Liens on insurance
                                         policies and the proceeds thereof securing the financing of the premiums with respect
                                         thereto; (aa) the modification, replacement, renewal or extension of any Lien permitted
                                         by clauses (b), (u) and (w) of this Section 7.01; provided that (i) the Lien does not
                                         extend to any additional property, other than (A) after-acquired property that is affixed
                                         or incorporated into the property covered by such Lien and (B) proceeds and products
                                         thereof, and (ii) the renewal, extension or refinancing of the obligations secured or
                                         benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness);
                                         (bb) Liens with respect to property or assets of the Borrower or any of its Restricted
                                         Subsidiaries securing obligations in an aggregate principal amount outstanding at any
                                         time not to exceed the greater of $50,000,000 and 1.50% of Total Assets, in each case
                                         determined as of the date of incurrence; (cc) [reserved]; (dd) [reserved]; (ee) Liens
                                         on specific items of inventory or other goods and the proceeds thereof securing such
                                         Person’s obligations in respect of documentary letters of credit or banker’s
                                         acceptances issued or created for the account of such Person to facilitate the purchase,
                                         shipment or storage of such inventory or goods; (ff) deposits of cash with the owner
                                         or lessor of premises leased and operated by the Borrower or any of its Subsidiaries
                                         to secure the performance of the Borrower’s or such Subsidiary’s obligations
                                         under the terms of the lease for such premises; (gg) [reserved]; and (hh) Liens securing
                                         Indebtedness, without duplication, permitted under Section 7.03(s) or (x) (including,
                                         for the avoidance of doubt, any Liens securing obligations referred to in clause (ii)
                                         of the definition of “Term Loan Facility Indebtedness”); provided that such
                                         Liens shall be subject to the Term Loan Intercreditor Agreement in the capacity of Fixed
                                         Asset Obligations. Notwithstanding the foregoing, none of the Liens permitted pursuant
                                         to this Agreement may at any time attach to any Accounts or Inventory, other than Permitted
                                         Liens or those permitted under clause (hh) of this Section 7.01, unless the Liens thereon
                                         are subordinated to the Lien of the Administrative -134-


 





    	 



    	 



    

 

Agent
                                         in a manner reasonably acceptable to the Administrative Agent. The ability of a Loan
                                         Party to incur a Lien pursuant to this Section 7.01 shall not limit or restrict the ability
                                         of the Administrative Agent to establish any Reserve relating thereto. Section 7.02 Investments.
                                         Make or hold any Investments, except: (a) Investments by the Borrower or any of its Restricted
                                         Subsidiaries in assets that were Cash Equivalents when such Investment was made; (b)
                                         loans or advances to officers, directors and employees of any Loan Party (or any direct
                                         or indirect parent thereof) or any of its Subsidiaries (i) for reasonable and customary
                                         business-related travel, entertainment, relocation and analogous ordinary business purposes,
                                         (ii) in connection with such Person’s purchase of Equity Interests of Holdings
                                         or any direct or indirect parent thereof; provided that, to the extent such loans or
                                         advances are made in cash, the amount of such loans and advances used to acquire such
                                         Equity Interests shall be contributed to the Borrower in cash as common equity and (iii)
                                         for any other purposes not described in the foregoing clauses (i) and (ii); provided
                                         that the aggregate principal amount outstanding at any time under clause (iii) above
                                         shall not exceed $10,000,000; (c) Investments (i) by the Borrower or any Restricted Subsidiary
                                         in any Loan Party (other than Holdings), (ii) by any Restricted Subsidiary that is not
                                         a Loan Party in any other Restricted Subsidiary that is not a Loan Party and (iii) by
                                         any Loan Party in any Restricted Subsidiary that is not a Loan Party; provided that (A)
                                         any such Investments made pursuant to this clause (iii) in the form of intercompany loans
                                         shall be evidenced by notes that, unless they are Excluded Assets, have been pledged
                                         (individually or pursuant to a global note) to the Administrative Agent for the benefit
                                         of the Lenders (it being understood and agreed that any Investments permitted under this
                                         clause (iii) that are not so evidenced as of the Closing Date are not required to be
                                         so evidenced and pledged until the date that is sixty (60) days after the Closing Date
                                         (or such later date as may be approved by the Administrative Agent)) and (B) the aggregate
                                         amount of Investments made pursuant to this clause (iii) shall not exceed at any time
                                         outstanding the sum of (x) together with Investments pursuant to Section 7.02(i)(iv)(1),
                                         the greater of $130,000,000 and 4.00% of Total Assets and (y) the Cumulative Credit at
                                         such time; (d) Investments consisting of extensions of credit in the nature of accounts
                                         receivable or notes receivable arising from the grant of trade credit in the ordinary
                                         course of business, and Investments received in satisfaction or partial satisfaction
                                         thereof from financially troubled account debtors and other credits to suppliers in the
                                         ordinary course of business; (e) Investments (excluding loans and advances made in lieu
                                         of Restricted Payments pursuant to and limited by Section 7.02(m) below) consisting of
                                         transactions permitted under Sections 7.01, 7.03 (other than 7.03(c) and (d)), 7.04 (other
                                         than 7.04(c)(ii) or (e)), 7.05 (other than 7.05(e)), 7.06 (other than 7.06(d) or (h)(iv))
                                         and 7.13, respectively; (f) Investments (i) existing or contemplated on the Amendment
                                         No. 6 Effective Date or made pursuant to legally binding written contracts in existence
                                         on the Amendment No. 6 Effective Date, in each case set forth in Schedule 7.02 to Amendment
                                         No. 3 and any modification, replacement, renewal, reinvestment or extension thereof that
                                         does not in each case increase the amount of such Investment and (ii) existing on the
                                         Closing Date by the Borrower or any Restricted Subsidiary in the Borrower or any other
                                         Restricted Subsidiary and any modification, renewal or extension thereof; (g) Investments
                                         in Swap Contracts permitted under Section 7.03; -135-


 





    	 



    	 



    

 

(h)
                                         promissory notes, securities and other non-cash consideration received in connection
                                         with Dispositions permitted by Section 7.05; (i) any acquisition of all or substantially
                                         all the assets of a Person or any Equity Interests in a Person that becomes a Restricted
                                         Subsidiary or division or line of business of a Person (or any subsequent Investment
                                         made in a Person, division or line of business previously acquired in a Permitted Acquisition),
                                         in a single transaction or series of related transactions, if immediately after giving
                                         Pro Forma Effect thereto: (i) no Event of Default shall have occurred and be continuing,
                                         (ii) either (A) the Payment Condition is satisfied or (B)(I) the Consolidated Fixed Charge
                                         Coverage Ratio for the most recently ended Test Period at the end of which financial
                                         statements were required to be delivered hereunder calculated on a Pro Forma Basis is
                                         greater than or equal to 1.00 to 1.00 and (II) the Borrower shall have provided to the
                                         Administrative Agent a certificate of a Responsible Officer of Borrower demonstrating
                                         in reasonable detail that the Payment Condition shall be satisfied within 60 days after
                                         the consummation of such acquisition or Investment; (iii) to the extent required by the
                                         Collateral and Guarantee Requirement, (A) the property, assets and businesses acquired
                                         in such purchase or other acquisition shall constitute Collateral and (B) any such newly
                                         created or acquired Subsidiary (other than an Excluded Subsidiary or an Unrestricted
                                         Subsidiary) shall become Guarantors, in each case, in accordance with Section 6.11, and
                                         (iv) the aggregate amount of Investments made by virtue of this Section 7.02(i) in Persons
                                         that do not become Loan Parties shall not exceed at any time outstanding the sum of (1)
                                         together with Investments pursuant to Section 7.02(c)(iii)(B)(x), the greater of $205,000,000
                                         and 6.25% of Total Assets and (2) the Cumulative Credit at such time (any such acquisition,
                                         a “Permitted Acquisition”); it being understood that no Accounts or Inventory
                                         acquired in a Permitted Acquisition (to the extent such Permitted Acquisition, when taken
                                         together with all other Investments pursuant to clause (n) below and Permitted Acquisitions
                                         pursuant to this clause (i) (other than Permitted Acquisitions under this clause (i)
                                         and Investments pursuant to clause (n) below in respect of which the assets acquired
                                         therein a field examination and/or appraisal shall have been completed in accordance
                                         with this clause (i) or clause (n) below) made during such fiscal year are in excess
                                         of $2,000,000) shall be included as Eligible Accounts or Eligible Inventory until a field
                                         examination (and, if required by the Administrative Agent, an appraisal) with respect
                                         thereto has been completed to the satisfaction of the Administrative Agent, including
                                         the establishment of Reserves required in the Administrative Agent’s Permitted
                                         Discretion; provided that field examinations and appraisals in connection with Permitted
                                         Acquisitions shall not count against the limited number of field examinations or appraisals
                                         for which expense reimbursement may be sought under Section 6.17 or 6.18; (j) Investments
                                         made in connection with the Transactions; (k) Investments in the ordinary course of business
                                         consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4
                                         customary trade arrangements with customers consistent with past practices; (l) Investments
                                         (including debt obligations and Equity Interests) received in connection with the bankruptcy
                                         or reorganization of suppliers and customers or in settlement of delinquent obligations
                                         of, or other disputes with, customers and suppliers arising in the ordinary course of
                                         business or upon the foreclosure with respect to any secured Investment or other transfer
                                         of title with respect to any secured Investment; (m) loans and advances to any direct
                                         or indirect parent of the Borrower not in excess of the amount of (after giving effect
                                         to any other loans, advances or Restricted Payments in respect thereof) -136-


 





    	 



    	 



    

 

Restricted
                                         Payments to the extent permitted to be made to such parent in accordance with Sections
                                         7.06(f), (g) or (h), such Investment being treated for purposes of the applicable clause
                                         of Section 7.06, including any limitations, as if a Restricted Payment made pursuant
                                         to such clause; (n) Investments in an aggregate amount outstanding pursuant to this clause
                                         (n) (valued at the time of the making thereof, and without giving effect to any write
                                         downs or write offs thereof) at any time not to exceed (x) the greater of $165,000,000
                                         and 5.00% of Total Assets (in each case, net of any return in respect thereof, including
                                         dividends, interest, distributions, returns of principal, profits on sale, repayments,
                                         income and similar amounts) plus (y) if the Payment Condition is satisfied, the Cumulative
                                         Credit at such time; it being understood that no Accounts or Inventory acquired in an
                                         Investment (to the extent such Investment, when taken together with all Permitted Acquisitions
                                         pursuant to clause (i) above and all other Investments pursuant to this clause (n) (other
                                         than Investments pursuant to this clause (n) and Permitted Acquisitions in respect of
                                         which the assets acquired therein a field examination and/or appraisal shall have been
                                         completed) made during such fiscal year pursuant to this clause (n) or clause (i) above
                                         are in excess of $2,000,000) pursuant to this clause (n) shall be included as Eligible
                                         Accounts or Eligible Inventory until a field examination (and, if required by the Administrative
                                         Agent, an appraisal) with respect thereto has been completed to the satisfaction of the
                                         Administrative Agent, including the establishment of Reserves required in the Administrative
                                         Agent’s Permitted Discretion; provided that, field examinations and appraisals
                                         in connection with Investments under this clause (n) shall not count against the limited
                                         number of field examinations or appraisals for which expense reimbursement may be sought
                                         under Section 6.17 or 6.18; (o) advances of payroll payments to employees in the ordinary
                                         course of business; (p) (i) Investments made in the ordinary course of business in connection
                                         with obtaining, maintaining or renewing client contracts and loans or advances made to
                                         distributors in the ordinary course of business and (ii) Investments to the extent that
                                         payment for such Investments is made solely with Equity Interests of the Borrower (or
                                         any direct or indirect parent of the Borrower); (q) Investments of a Restricted Subsidiary
                                         acquired after the Closing Date or of a corporation merged or amalgamated or consolidated
                                         into the Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary
                                         in accordance with Section 7.04 after the Closing Date to the extent that such Investments
                                         were not made in contemplation of or in connection with such acquisition, merger, amalgamation
                                         or consolidation and were in existence on the date of such acquisition, merger or consolidation;
                                         (r) Investments made by any Restricted Subsidiary that is not a Loan Party to the extent
                                         such Investments are financed with the proceeds received by such Restricted Subsidiary
                                         from an Investment in such Restricted Subsidiary permitted under this Section 7.02; (s)
                                         Guarantees by the Borrower or any of its Restricted Subsidiaries of leases (other than
                                         Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each
                                         case entered into in the ordinary course of business; (t) [reserved]; (u) the acquisition
                                         of the Split Brands pursuant to the Split Brands Acquisition Agreement as in effect on
                                         the Closing Date or as amended in any manner not material and adverse to the Lenders;
                                         -137-


 





    	 



    	 



    

 

(v)
                                         Investments consisting of any Foreign IP Transfer; and (w) Investments made with Excluded
                                         Contributions; and (x) any Investment, so long as (A) the Payment Condition shall be
                                         satisfied after giving effect to such Investment, (B) no Default shall have occurred
                                         and be continuing or would result from such Investment and (C) if requested by the Administrative
                                         Agent, the Borrower shall have provided a certificate of a Responsible Officer of Borrower
                                         as to the satisfaction of the conditions in the foregoing clauses (A) and (B). Section
                                         7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:
                                         (a) Indebtedness of any Loan Party under the Loan Documents; (b) (i) Indebtedness outstanding
                                         on the Amendment No. 6 Effective Date and listed in Schedule 7.03 to Amendment No. 6
                                         (other than, for the avoidance of doubt, the 2021 Notes and the 2024 Notes) and any Permitted
                                         Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date
                                         and any Permitted Refinancing thereof, of which any amount owed by a Restricted Subsidiary
                                         that is not a Loan Party to a Loan Party shall be evidenced by an Intercompany Note;
                                         provided that all such Indebtedness of any Loan Party owed to any Person or Restricted
                                         Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations
                                         pursuant to an Intercompany Note; (c) Guarantees by the Borrower and any Restricted Subsidiary
                                         in respect of Indebtedness of the Borrower or any Restricted Subsidiary of the Borrower
                                         otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary
                                         of any Indebtedness constituting a Specified Junior Financing Obligation shall be permitted
                                         unless such Guaranteeing party shall have also provided a Guarantee of the Obligations
                                         on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated
                                         to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations
                                         on terms at least as favorable to the Lenders as those contained in the subordination
                                         of such Indebtedness; (d) Indebtedness of the Borrower or any Restricted Subsidiary owing
                                         to any Loan Party or any other Restricted Subsidiary (or issued or transferred to any
                                         direct or indirect parent of a Loan Party which is substantially contemporaneously transferred
                                         to a Loan Party or any Restricted Subsidiary of a Loan Party) to the extent constituting
                                         an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan
                                         Party owed to any Person or Restricted Subsidiary that is not a Loan Party shall be unsecured
                                         and subordinated to the Obligations pursuant to an Intercompany Note; (e) (i) Attributable
                                         Indebtedness and other Indebtedness (including Capitalized Leases) financing an acquisition,
                                         construction, repair, replacement, lease or improvement of a fixed or capital asset incurred
                                         by the Borrower or any Restricted Subsidiary prior to or within 270 days after the acquisition,
                                         lease or improvement of the applicable asset and any Permitted Refinancing thereof in
                                         an aggregate amount not to exceed the greater of $65,000,000 and 2.00% of Total Assets,
                                         in each case determined at the time of incurrence (together with any Permitted Refinancings
                                         thereof) at any time outstanding and (ii) Attributable Indebtedness arising out of sale-leaseback
                                         transactions permitted by Section 7.05(m) and any Permitted Refinancing of such Attributable
                                         Indebtedness; -138-


 





    	 



    	 



    

 

(f)
                                         Indebtedness in respect of Swap Contracts designed to hedge against the Borrower’s
                                         or any Restricted Subsidiary’s exposure to interest rates, foreign exchange rates
                                         or commodities pricing risks incurred in the ordinary course of business and not for
                                         speculative purposes and Guarantees thereof; (g) Indebtedness of the Borrower or any
                                         Restricted Subsidiary assumed in connection with any Permitted Acquisition; provided
                                         that such Indebtedness is not incurred in contemplation of such Permitted Acquisition,
                                         and any Permitted Refinancing thereof; provided, further, that, after giving pro forma
                                         effect to such Permitted Acquisition and the assumption of such Indebtedness, the aggregate
                                         amount of such Indebtedness does not exceed (x) $42,500,000 at any time outstanding plus
                                         (y) any additional amount of such Indebtedness so long as the Total Leverage Ratio is
                                         no greater than 6.00 :1.00 and, if such Indebtedness is secured, the Secured Leverage
                                         Ratio is no greater than 4.00:1.00, in each case determined on a Pro Forma Basis; provided
                                         that in the case of clause (y), any such Indebtedness incurred by a Restricted Subsidiary
                                         that is not a Loan Party, together with any Indebtedness incurred by a Restricted Subsidiary
                                         that is not a Loan Party pursuant to Section 7.03(s), does not exceed in the aggregate
                                         at any time outstanding the greater of $65,000,000 and 2.00% of Total Assets, in each
                                         case determined at the time of incurrence; (h) Indebtedness representing deferred compensation
                                         to employees of the Borrower or any of its Restricted Subsidiaries incurred in the ordinary
                                         course of business; (i) Indebtedness consisting of promissory notes issued by the Borrower
                                         or any of its Restricted Subsidiaries to current or former officers, managers, consultants,
                                         directors and employees, their respective estates, spouses or former spouses to finance
                                         the purchase or redemption of Equity Interests of the Borrower or any direct or indirect
                                         parent of the Borrower permitted by Section 7.06; (j) Indebtedness incurred by the Borrower
                                         or any of its Restricted Subsidiaries in a Permitted Acquisition, any other Investment
                                         expressly permitted hereunder or any Disposition, in each case, constituting indemnification
                                         obligations or obligations in respect of purchase price (including earnouts) or other
                                         similar adjustments; (k) Indebtedness consisting of obligations of the Borrower or any
                                         of its Restricted Subsidiaries under deferred compensation or other similar arrangements
                                         incurred by such Person in connection with the Transactions, and Permitted Acquisitions
                                         or any other Investment expressly permitted hereunder; (l) Cash Management Obligations
                                         and other Indebtedness in respect of netting services, automatic clearinghouse arrangements,
                                         overdraft protections, employee credit card programs and other cash management and similar
                                         arrangements in the ordinary course of business and any Guarantees thereof; (m) Indebtedness
                                         in an aggregate principal amount that at the time of, and after giving effect to, the
                                         incurrence thereof, would not exceed the greater of $165,000,000 and 5.00% of Total Assets;
                                         (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay
                                         obligations contained in supply arrangements, in each case, in the ordinary course of
                                         business; (o) Indebtedness incurred by the Borrower or any of its Restricted Subsidiaries
                                         in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse
                                         receipts or similar instruments issued or created in the ordinary course of business,
                                         including in respect of workers compensation claims, health, disability or other employee
                                         benefits or property, casualty or liability insurance or self-insurance -139-


 





    	 



    	 



    

 

or
                                         other Indebtedness with respect to reimbursement-type obligations regarding workers compensation
                                         claims; (p) obligations in respect of performance, bid, appeal and surety bonds and performance
                                         and completion guarantees and similar obligations provided by the Borrower or any of
                                         its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees
                                         or similar instruments related thereto, in each case in the ordinary course of business
                                         or consistent with past practice; (q) Indebtedness in respect of the 2021 Notes outstanding
                                         on the Amendment No. 6 Effective Date and the 2024 Notes outstanding on the Amendment
                                         No. 6 Effective Date (including, in each case, any guarantees thereof) and, in each case,
                                         any Permitted Refinancing thereof; (r) Indebtedness supported by a Letter of Credit,
                                         in a principal amount not to exceed the face amount of such Letter of Credit; (s) Permitted
                                         Ratio Debt and any Permitted Refinancing thereof; (t) [reserved]; (u) Indebtedness incurred
                                         by a Foreign Subsidiary which, when aggregated with the principal amount of all other
                                         Indebtedness incurred pursuant to this clause (u) and then outstanding, does not exceed
                                         $115,000,000; (v) [reserved]; (w) all premiums (if any), interest (including post-petition
                                         interest), fees, expenses, charges and additional or contingent interest on obligations
                                         described in clauses (a) through (v) above; and (x) Term Loan Facility Indebtedness of
                                         the Loan Parties (A) under clause (i) of the definition of “Term Loan Facility
                                         Indebtedness” (a) in an aggregate principal amount not to exceed $1,008,000,000
                                         and (b) in an aggregate principal amount not to exceed the sum of (1) $350,000,000, plus
                                         (2) all voluntary prepayments of term loans under the Term Loan Credit Agreement and
                                         voluntary permanent commitment reductions hereunder that are not, in each case, financed
                                         with the proceeds of any Indebtedness, plus (3) an aggregate principal amount of incremental
                                         loans under the Term Loan Credit Agreement so long as the Consolidated First Lien Net
                                         Leverage Ratio is no more than 4.00 to 1.00 as of the last day of the most recently ended
                                         period of four fiscal quarters of the Borrower for which financial statements are internally
                                         available (determined on the date of incurrence of such incremental loans, after giving
                                         effect to any such incurrence on a Pro Forma Basis, and excluding from clause (x) of
                                         Consolidated First Lien Net Debt the cash proceeds of such incremental loans), minus
                                         (4) the amount of all secured Permitted Ratio Debt incurred pursuant to Section 7.03(s),
                                         minus (5) the amount of all Incremental Revolving Credit Commitments incurred pursuant
                                         to Section 2.14 after the Amendment No. 6 Effective Date and (B) under clause (ii) of
                                         the definition of Term Loan Facility Indebtedness. For purposes of determining compliance
                                         with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent
                                         principal amount of Indebtedness denominated in a foreign currency shall be calculated
                                         based on the relevant currency exchange rate in effect on the date such Indebtedness
                                         was incurred, in the case of term debt, or first committed, in the case of revolving
                                         credit debt; provided that if such Indebtedness is incurred to extend, replace, refund,
                                         refinance, renew or defease other Indebtedness denominated in a foreign currency, and
                                         such extension, replacement, -140-


 





    	 



    	 



    

 

refunding,
                                         refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction
                                         to be exceeded if calculated at the relevant currency exchange rate in effect on the
                                         date of such extension, replacement, refunding, refinancing, renewal or defeasance, such
                                         Dollar-denominated restriction shall be deemed not to have been exceeded so long as the
                                         principal amount of such refinancing Indebtedness does not exceed the principal amount
                                         of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased,
                                         plus the aggregate amount of fees, underwriting discounts, premiums (including tender
                                         premiums) and other costs and expenses (including OID) incurred in connection with such
                                         refinancing. The accrual of interest, the accretion of accreted value and the payment
                                         of interest in the form of additional Indebtedness shall not be deemed to be an incurrence
                                         of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest
                                         bearing Indebtedness or other discount security constituting Indebtedness at any date
                                         shall be the principal amount thereof that would be shown on a balance sheet of the Borrower
                                         dated such date prepared in accordance with GAAP. Section 7.04 Fundamental Changes. Merge,
                                         dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether
                                         in one transaction or in a series of transactions or, for the avoidance of doubt, whether
                                         pursuant to a division or plan or division or otherwise) all or substantially all of
                                         its assets (whether now owned or hereafter acquired) to or in favor of any Person (other
                                         than as part of the Transactions), except that: (a) any Restricted Subsidiary may merge,
                                         amalgamate or consolidate with (i) the Borrower (including a merger, the purpose of which
                                         is to reorganize the Borrower into a new jurisdiction); provided that the Borrower shall
                                         be the continuing or surviving Person or (ii) one or more other Restricted Subsidiaries;
                                         provided that when any Person that is a Loan Party is merging with a Restricted Subsidiary,
                                         a Loan Party shall be the continuing or surviving Person; (b) (i) any Subsidiary that
                                         is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary
                                         that is not a Loan Party, (ii) any Subsidiary may liquidate or dissolve and (iii) any
                                         Subsidiary may change its legal form if, with respect to clauses (ii) and (iii), the
                                         Borrower determines in good faith that such action is in the best interest of the Borrower
                                         and its Subsidiaries and is not materially disadvantageous to the Lenders (it being understood
                                         that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain
                                         a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);
                                         (c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon
                                         voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary;
                                         provided that if the transferor in such a transaction is a Guarantor, then (i) the transferee
                                         must be a Guarantor (other than Holdings) or the Borrower or (ii) to the extent constituting
                                         an Investment, such Investment must be a permitted Investment in or Indebtedness of a
                                         Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 (other
                                         than Section 7.02(e)) and 7.03, respectively; and (d) so long as no Default has occurred
                                         and is continuing or would result therefrom, the Borrower may merge or consolidate with
                                         any other Person; provided that (i) the Borrower shall be the continuing or surviving
                                         corporation or (ii) if the Person formed by or surviving any such merger or consolidation
                                         is not the Borrower (any such Person, the “Successor Company”), (A) the Successor
                                         Company shall be an entity organized or existing under the Laws of the United States,
                                         any state thereof or the District of Columbia, (B) the Successor Company shall expressly
                                         assume all the obligations of the Borrower under this Agreement and the other Loan Documents
                                         to which the Borrower is a party pursuant to a supplement hereto or thereto in form reasonably
                                         satisfactory to the Administrative Agent, (C) each -141-


 





    	 



    	 



    

 

Guarantor,
                                         unless it is the other party to such merger or consolidation, shall have confirmed that
                                         its Guarantee shall apply to the Successor Company’s obligations under the Loan
                                         Documents, (D) each Guarantor, unless it is the other party to such merger or consolidation,
                                         shall have by a supplement to the Security Agreement and other applicable Collateral
                                         Documents confirmed that its obligations thereunder shall apply to the Successor Company’s
                                         obligations under the Loan Documents, (E) if requested by the Administrative Agent, each
                                         mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation,
                                         shall have by an amendment to or restatement of the applicable Mortgage (or other instrument
                                         reasonably satisfactory to the Administrative Agent) confirmed that its obligations thereunder
                                         shall apply to the Successor Company’s obligations under the Loan Documents, and
                                         (F) the Borrower shall have delivered to the Administrative Agent an officer’s
                                         certificate and an opinion of counsel, each stating that such merger or consolidation
                                         and such supplement to this Agreement or any Collateral Document comply with this Agreement;
                                         provided, further, that if the foregoing are satisfied, the Successor Company will succeed
                                         to, and be substituted for, the Borrower under this Agreement; (e) so long as no Default
                                         has occurred and is continuing or would result therefrom (in the case of a merger involving
                                         a Loan Party), any Restricted Subsidiary may merge or consolidate with any other Person
                                         in order to effect an Investment permitted pursuant to Section 7.02; provided that the
                                         continuing or surviving Person shall be a Restricted Subsidiary of the Borrower, which
                                         together with each of its Restricted Subsidiaries, shall have complied with the requirements
                                         of Section 6.11 to the extent required pursuant to the Collateral and Guarantee Requirement;
                                         (f) Holdings, the Borrower and the Restricted Subsidiaries may consummate the Acquisition,
                                         related transactions contemplated by the Acquisition Agreement (and documents related
                                         thereto) and the Transactions; and (g) so long as no Default has occurred and is continuing
                                         or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition,
                                         the purpose of which is to effect a Disposition permitted pursuant to Section 7.05. Section
                                         7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition
                                         (other than as part of or in connection with the Transactions), except: (a) Dispositions
                                         of obsolete, worn out, used or surplus property, whether now owned or hereafter acquired,
                                         in the ordinary course of business and Dispositions of property no longer used or useful
                                         in the conduct of the business of the Borrower or any of its Restricted Subsidiaries;
                                         (b) Dispositions of inventory, goods held for sale in the ordinary course of business
                                         and immaterial assets (including allowing any registrations or any applications for registration
                                         of any IP Rights to lapse or go abandoned) in the ordinary course of business; (c) Dispositions
                                         of property to the extent that (i) such property is exchanged for credit against the
                                         purchase price of similar replacement property or (ii) the proceeds of such Disposition
                                         are promptly applied to the purchase price of such replacement property; (d) Dispositions
                                         of property to the Borrower or any Restricted Subsidiary; provided that if the transferor
                                         of such property is a Loan Party, (i) the transferee thereof must be a Loan Party (other
                                         than Holdings) or (ii) if such transaction constitutes an Investment, such transaction
                                         is permitted under Section 7.02; -142-


 





    	 



    	 



    

 

(e)
                                         to the extent constituting Dispositions, transactions permitted by Sections 7.01, 7.02
                                         (other than Section 7.02(e)), 7.04 (other than Section 7.04(g)) and 7.06 (other than
                                         7.06(d)); (f) [Reserved]; (g) Dispositions of Cash Equivalents; (h) (i) leases, subleases,
                                         licenses or sublicenses (including the provision of software under an open source license),
                                         in each case in the ordinary course of business or which do not materially interfere
                                         with the business of the Borrower or any of its Restricted Subsidiaries, (ii) Dispositions
                                         of IP Rights that do not materially interfere with the business of the Borrower or any
                                         of its Restricted Subsidiaries and (iii) any Foreign IP Transfer; (i) transfers of property
                                         subject to Casualty Events; (j) Dispositions of property; provided that (i) at the time
                                         of such Disposition (other than any such Disposition made pursuant to a legally binding
                                         commitment entered into at a time when no Default has occurred and is continuing), no
                                         Default shall have occurred and been continuing or would result from such Disposition
                                         and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price
                                         in excess of $20,000,000 the Borrower or any of its Restricted Subsidiaries shall receive
                                         not less than 75% of such consideration in the form of cash or Cash Equivalents (in each
                                         case, free and clear of all Liens at the time received, other than nonconsensual Liens
                                         permitted by Section 7.01 and Liens permitted by Sections 7.01(a), (f), (k), (l), (p),
                                         (q), (r)(i), (r)(ii) and (s)); provided, however, that for the purposes of this clause
                                         (j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the
                                         Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto)
                                         of the Borrower or such Restricted Subsidiary, other than liabilities that are by their
                                         terms subordinated to the payment in cash of the Obligations, that are assumed by the
                                         transferee with respect to the applicable Disposition and for which the Borrower and
                                         all of its Restricted Subsidiaries shall have been validly released by all applicable
                                         creditors in writing, (B) any securities received by the Borrower or the applicable Restricted
                                         Subsidiary from such transferee that are converted by the Borrower or such Restricted
                                         Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents
                                         received) within 180 days following the closing of the applicable Disposition, and (C)
                                         aggregate non-cash consideration received by the Borrower or the applicable Restricted
                                         Subsidiary having an aggregate fair market value (determined as of the closing of the
                                         applicable Disposition for which such non-cash consideration is received) not to exceed
                                         the greater of $65,000,000 and 2.00% of Total Assets at any time (net of any non-cash
                                         consideration converted into cash and Cash Equivalents); provided that Accounts and Inventory
                                         may only be the subject of Dispositions pursuant to this clause (j) in any fiscal year
                                         of the Borrower to the extent such Disposed Accounts and Inventory (valued in accordance
                                         with the definition of the term “Borrowing Base” without giving effect to
                                         the advance rates set forth therein) aggregate to no more than 20% of the Borrowing Base
                                         for all such Dispositions in such fiscal year, measured as of the time of each such Disposition;
                                         provided, further, that if any Accounts or Inventory are Disposed of pursuant to this
                                         clause (j), then the Borrower shall, upon the closing of such Disposition, deliver an
                                         updated Borrowing Base Certificate and, for the avoidance of doubt, comply with the provisions
                                         of Section 2.05(b)(i) to the extent required; (k) [Reserved]; (l) Dispositions or discounts
                                         without recourse of accounts receivable in connection with the compromise or collection
                                         thereof in the ordinary course of business; provided that upon the Disposition -143-


 





    	 



    	 



    

 

or
                                         discount pursuant to this Section 7.05(l) of Collateral of any Loan Party included in
                                         the Borrowing Base, if the Net Proceeds thereof in any transaction or series of related
                                         transactions are, or are expected to be, in excess of $1,000,000, the Borrower shall
                                         furnish an updated Borrowing Base Certificate promptly upon the Disposition or discount
                                         of such Collateral, and for the avoidance of doubt, comply with the provisions of Section
                                         2.05(b)(i) to the extent required; (m) Dispositions of property pursuant to sale-leaseback
                                         transactions; provided that to the extent the aggregate Net Proceeds from all such Dispositions
                                         since the Closing Date exceeds $75,000,000, such excess may be reinvested in accordance
                                         with the definition of “Net Proceeds” or otherwise applied to prepay Term
                                         Loan Facility Indebtedness or, if no Term Loan Facility Indebtedness is then outstanding,
                                         other Indebtedness (other than the Obligations and any Junior Financing) of the Borrower
                                         or any Restricted Subsidiary in accordance with the mandatory prepayment provisions thereof;
                                         (n) any swap of assets in exchange for services or other assets in the ordinary course
                                         of business of comparable or greater value or usefulness to the business of the Borrower
                                         and its Subsidiaries as a whole, as determined in good faith by the management of the
                                         Borrower; (o) Subsidiary; any sale of Equity Interests in, or Indebtedness or other securities
                                         of, an Unrestricted (p) Dispositions of Investments in joint ventures to the extent required
                                         by, or made pursuant to customary buy/sell arrangements between, the joint venture parties
                                         set forth in joint venture arrangements and similar binding arrangements; (q) the unwinding
                                         of any Swap Contract; (r) the lapse or abandonment in the ordinary course of business
                                         of any registrations or applications for registration of any immaterial IP Rights; (s)
                                         the Disposition of that certain brand of Insight identified to the Administrative Agent
                                         prior to the September 2014 Amendment Closing Date; provided that the Net Proceeds of
                                         such Disposition shall be applied to prepay any outstanding term loans in accordance
                                         with the Term Loan Credit Agreement and may not be reinvested in the business of the
                                         Borrower or a Restricted Subsidiary; and (t) the issuance of Nominal Shares. provided
                                         that any Disposition of any property pursuant to this Section 7.05 (except pursuant to
                                         Sections 7.05(e), (i), (p), (q), (r) and (s) and except for Dispositions from a Loan
                                         Party to any other Loan Party) shall be for no less than the fair market value of such
                                         property at the time of such Disposition as determined by the Borrower in good faith.
                                         To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05
                                         to any Person other than a Loan Party, such Collateral shall be sold free and clear of
                                         the Liens created by the Loan Documents, and the Administrative Agent shall be authorized
                                         to take any actions deemed appropriate in order to effect the foregoing. Section 7.06
                                         Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment,
                                         except: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower,
                                         and other Restricted Subsidiaries of the Borrower (and, in the case of such a Restricted
                                         Payment by a non-wholly -144-


 





    	 



    	 



    

 




 

owned
                                         Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each
                                         other owner of Equity Interests of such Restricted Subsidiary based on their relative
                                         ownership interests of the relevant class of Equity Interests); (b) the Borrower and
                                         each Restricted Subsidiary may declare and make dividend payments or other Restricted
                                         Payments payable solely in the Equity Interests (other than Disqualified Equity Interests
                                         not otherwise permitted by Section 7.03) of such Person (and, in the case of such a Restricted
                                         Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted
                                         Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary
                                         based on their relative ownership interests of the relevant class of Equity Interests);
                                         (c) Restricted Payments made (i) on the Closing Date to consummate the Transactions,
                                         (ii) in respect of working capital adjustments or purchase price adjustments pursuant
                                         to the Acquisition Agreement or the Split Brands Acquisition Agreement and (iii) in order
                                         to satisfy indemnity and other similar obligations under the Acquisition Agreement or
                                         the Split Brands Acquisition Agreement; (d) to the extent constituting Restricted Payments,
                                         the Borrower (or any direct or indirect parent thereof) and its Restricted Subsidiaries
                                         may enter into and consummate transactions expressly permitted by any provision of Section
                                         7.02 (other than 7.02(e) and (m)), 7.04 or 7.08 (other than Section 7.08(f) or 7.08(l));
                                         (e) repurchases of Equity Interests in Holdings, the Borrower or any Restricted Subsidiary
                                         of Holdings deemed to occur upon exercise of stock options or warrants if such Equity
                                         Interests represent a portion of the exercise price of such options or warrants; (f)
                                         the Borrower and each Restricted Subsidiary may (i) pay (or make Restricted Payments
                                         to allow Holdings or any other direct or indirect parent thereof to pay) for the repurchase,
                                         retirement or other acquisition or retirement for value of Equity Interests of such Restricted
                                         Subsidiary (or of the Borrower or any other such direct or indirect parent thereof) held
                                         by any future, present or former employee, officer, director, manager or consultant (or
                                         any spouses, former spouses, successors, executors, administrators, heirs, legatees or
                                         distributes of any of the foregoing) of such Restricted Subsidiary (or the Borrower or
                                         any other direct or indirect parent thereof) or any of its Subsidiaries or (ii) make
                                         Restricted Payments in the form of distributions to allow Holdings or any direct or indirect
                                         parent of Holdings to pay principal or interest on promissory notes that were issued
                                         to any future, present or former employee, officer, director, manager or consultant (or
                                         any spouses, former spouses, successors, executors, administrators, heirs, legatees or
                                         distributes of any of the foregoing) of such Restricted Subsidiary (or the Borrower or
                                         any other direct or indirect parent thereof) in lieu of cash payments for the repurchase,
                                         retirement or other acquisition or retirement for value of such Equity Interests held
                                         by such Persons, in each case, upon the death, disability, retirement or termination
                                         of employment of any such Person or pursuant to any employee, manager or director equity
                                         plan, employee, manager or director stock option plan or any other employee, manager
                                         or director benefit plan or any agreement (including any stock subscription or shareholder
                                         agreement) with any employee, director, officer or consultant of such Restricted Subsidiary
                                         (or the Borrower or any other direct or indirect parent thereof) or any of its Restricted
                                         Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant
                                         to this clause (f) together with the aggregate amount of loans and advances to Holdings
                                         made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause
                                         (f) shall not exceed $35,000,000 in any calendar year (with unused amounts in any calendar
                                         year being carried over to succeeding calendar years subject to a maximum (without giving
                                         effect to the following proviso) of $70,000,000 in any calendar year); provided, further,
                                         that such amount in any calendar year may further be increased by an amount not to exceed:
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(A) amounts used to increase the Cumulative Credit pursuant
to clauses (b) andclause (d) of the definition of “Cumulative Credit”; (B) the Net Proceeds of key man life insurance
policies received by the Borrower or its Restricted Subsidiaries less the amount of Restricted Payments previously made with the
cash proceeds of such key man life insurance policies; and provided, further, that cancellation of Indebtedness owing to the Borrower
from members of management of the Borrower, any of the Borrower’s direct or indirect parent companies or any of the Borrower’s
Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the Borrower’s direct or indirect parent
companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement;
(g) the Borrower may make Restricted Payments in an aggregate amount not to exceed, when combined with prepayment of Indebtedness
pursuant to Section 7.13(a)(iv), (x) $85,000,000, plus (y) the Cumulative Credit at such time; provided that with respect to any
Restricted Payment made pursuant to clause (y) above (I) no Default has occurred and is continuing or would result therefrom and
the Payment Condition shall be satisfied and (II) if such Restricted Payment is being made in reliance on either clause (a) or
(b) of the definition of Cumulative Credit, the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 5.75
to 1.00 and (B) the Secured Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00; (h) Borrower:
the Borrower may make Restricted Payments to any direct or indirect parent of the (i) to pay its operating costs and expenses incurred
in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting
and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business
and attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries, Transaction Expenses and any reasonable
and customary indemnification claims made by directors or officers of such parent attributable to the ownership or operations of
the Borrower and its Restricted Subsidiaries; (ii) the proceeds of which shall be used to pay (or make Restricted Payments to allow
any direct or indirect parent thereof to pay) franchise taxes, and other fees and expenses, required to maintain its (or any of
its direct or indirect parents’) corporate existence; (iii) for any taxable period in which the Borrower and/or any of its
Subsidiaries is a member of a consolidated, combined or similar income tax group of which a direct or indirect parent of Borrower
is the common parent (a “Tax Group”), to pay federal, foreign, state and local income taxes of such Tax Group that
are attributable to the taxable income of the Borrower and/or its Subsidiaries; provided that, for each taxable period, the amount
of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that the Borrower and its
Subsidiaries would have been required to pay as a stand-alone Tax Group; provided, further, that the permitted payment pursuant
to this clause (iii) with respect to any Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount
actually paid with respect to such period by such Unrestricted Subsidiary to the Borrower or its Restricted Subsidiaries for the
purposes of paying such consolidated, combined or similar income Taxes; (iv) to finance any Investment that would be permitted
to be made pursuant to Section 7.02 and Section 7.08 if such parent were subject to such sections; provided that (A) -146-







 





    	 



    	 



    

 




such Restricted Payment shall be made substantially concurrently
with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property
acquired (whether assets or Equity Interests) to be contributed to the Borrower or the Restricted Subsidiaries or (2) the merger
(to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in
order to consummate such Permitted Acquisition or Investment, in each case, in accordance with the requirements of Section 6.11;
(v) the proceeds of which (A) shall be used to pay customary salary, bonus and other benefits payable to officers and employees
of Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable
to the ownership or operation of the Borrower and the Restricted Subsidiaries or (B) shall be used to make payments permitted under
Sections 7.08 (i) and (p) (but only to the extent such payments have not been and are not expected to be made by the Borrower or
a Restricted Subsidiary); and (vi) the proceeds of which shall be used by Holdings to pay (or to make Restricted Payments to allow
any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or
debt offering by Holdings (or any direct or indirect parent thereof) that is directly attributable to the operations of the Borrower
and its Restricted Subsidiaries; (i) payments made or expected to be made by Holdings, the Borrower or any of the Restricted Subsidiaries
in respect of withholding or similar Taxes payable by or with respect to any future, present or former employee, director, manager
or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of
the foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases, in each
case, in connection with the exercise of stock options; (j) Holdings, the Borrower or any of the Restricted Subsidiaries may pay
cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition
or any vesting of Equity Interests; and (k) Restricted Payments in the amount of any Excluded Contribution; and (l) any Restricted
Payment, so long as (A) the Payment Condition shall be satisfied after giving effect to such Restricted Payment, (B) no Default
shall have occurred and be continuing or would result from such Restricted Payment and (C) if requested by the Administrative Agent,
the Borrower shall have provided a certificate of a Responsible Officer of Borrower as to the satisfaction of the conditions in
the foregoing clauses (A) and (B). Section 7.07 Change in Nature of Business. Engage in any material line of business substantially
different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the Closing Date or any business
reasonably related, complementary, synergistic or ancillary thereto (including related, complementary, synergistic or ancillary
technologies) or reasonable extensions thereof. -147-







 





    	 



    	 



    

 




Section 7.08 Transactions with Affiliates. Enter into any transaction
of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, with a fair market value in
excess of $12,500,000, other than (a) transactions among Holdings and its Restricted Subsidiaries, (b) on terms substantially as
favorable to Holdings or such Restricted Subsidiary as would be obtainable by Holdings or such Restricted Subsidiary at the time
in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) the Transactions and the payment of fees
and expenses (including Transaction Expenses) as part of or in connection with the Transactions, (d) [reserved], (e) [reserved],
(f) Restricted Payments permitted under Section 7.06, (g) transactions by Holdings and its Restricted Subsidiaries permitted under
an express provision (including any exceptions thereto) of this Article VII, (h) employment and severance arrangements between
Holdings and its Restricted Subsidiaries and their respective officers and employees in the ordinary course of business and transactions
pursuant to stock option plans and employee benefit plans and arrangements in the ordinary course of business, (i) the payment
of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, officers, employees
and consultants of the Borrower and its Restricted Subsidiaries (or any direct or indirect parent of the Borrower) in the ordinary
course of business to the extent attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries, (j)
transactions pursuant to agreements, instruments or arrangements in existence on the Amendment No. 6 Effective Date and set forth
in Schedule 7.08 to Amendment No. 6 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any
material respect, (k) [reserved], (l) payments by the Borrower or any of its Subsidiaries pursuant to any tax sharing agreements
with any direct or indirect parent of the Borrower to the extent attributable to the ownership or operation of the Borrower and
the Subsidiaries, but only to the extent permitted by Section 7.06(h)(iii), (m) the issuance or transfer of Equity Interests (other
than Disqualified Equity Interests) of Holdings to any former, current or future director, manager, officer, employee or consultant
(or any spouses, former spouses, successors, executors, administrators, heirs, legatees, distributes or Affiliate of any of the
foregoing) of the Borrower, any of its Subsidiaries or any direct or indirect parent thereof, (n) transactions with customers,
clients, joint venture partners, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of
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with the terms of this Agreement that are fair to the Borrower
and the Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower,
or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (o) any payments
required to be made pursuant to the Acquisition Agreement or the Split Brands Acquisition Agreement, (p) the payment of reasonable
out-of-pocket costs and expenses and indemnities pursuant to the stockholders agreement or the registration and participation rights
agreement entered into on the Closing Date in connection therewith, (q) transactions in which Holdings or any of the Restricted
Subsidiaries, as the case may be, deliver to the Administrative Agent a letter from an Independent Financial Advisor stating that
such transaction is fair to Holdings or such Restricted Subsidiary from a financial point of view or meets the requirements of
clause (b) of this Section 7.08, and (r) payments to or from, and transactions with, joint ventures (to the extent any such joint
venture is only an Affiliate as a result of Investments by Holdings and the Restricted Subsidiaries in such joint venture) in the
ordinary course of business to the extent otherwise permitted under Section 7.02. Section 7.09 Burdensome Agreements. Enter into
or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of
(a) any Restricted Subsidiary of the Borrower that is not a Guarantor to make Restricted Payments to the Borrower or any Guarantor
or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders
with respect to the Facilities and the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b)
shall not apply to Contractual Obligations which (i) (x) exist on the Amendment No. 6 Effective Date and (to the extent not otherwise
permitted by this Section 7.09) are listed in Schedule 7.09 to Amendment No. 6 and (y) to the extent Contractual Obligations permitted
by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification,
replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension
or refinancing does not expand the scope of such Contractual Obligation, (ii) are binding on a Restricted Subsidiary at the time
such Restricted Subsidiary first becomes a Restricted Subsidiary of the Borrower, so long as such Contractual Obligations were
not entered into solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower; provided, further, that
this clause (ii) shall not apply to Contractual Obligations that are binding on a Person that becomes a Restricted Subsidiary pursuant
to Section 6.14, (iii) represent Indebtedness of a Restricted Subsidiary of the Borrower which is not a Loan Party which is permitted
by Section 7.03 and which does not apply to any Loan Party, -149-







 





    	 



    	 



    

 




(iv) are customary restrictions that arise in connection with
(x) any Lien permitted by Sections 7.01(a), (k), (l), (p), (q), (r)(i), (r)(ii), (s) and (ee) and relate to the property subject
to such Lien or (y) arise in connection with any Disposition permitted by Section 7.04 or 7.05 and relate solely to the assets
or Person subject to such Disposition, (v) are customary provisions in joint venture agreements and other similar agreements applicable
to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course
of business, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section
7.03 but solely to the extent any negative pledge relates to (i) the property financed by such Indebtedness and the proceeds and
products thereof or (ii) the property secured by such Indebtedness and the proceeds and products thereof so long as the agreements
governing such Indebtedness permit the Liens securing the Obligations, (vii) are customary restrictions on leases, subleases, licenses
or asset sale agreements otherwise permitted hereby so long as such restrictions relate to the property interest, rights or the
assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant
to Section 7.03(e), (g), (n)(a), and (u) and to the extent that such restrictions apply only to the property or assets securing
such Indebtedness or, in the case of Section 7.03(g), to the Restricted Subsidiaries incurring or guaranteeing such Indebtedness,
(ix) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower
or any Restricted Subsidiary, (x) are customary provisions restricting assignment of any agreement entered into in the ordinary
course of business, (xi) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary
course of business, (xii) arise in connection with cash or other deposits permitted under Sections 7.01 and 7.02 and limited to
such cash or deposit, and (xiii) comprise restrictions imposed by any agreement governing Indebtedness entered into on or after
the Closing Date and permitted under Section 7.03 (including, without limitation, the Term Loan Credit Agreement, the 2021 Notes,
the 2024 Notes and, in each case, any Permitted Refinancing in respect thereof) that are, taken as a whole, in the good faith judgment
of the Borrower, no more restrictive with respect to the Borrower or any Restricted Subsidiary than customary market terms for
Indebtedness of such type (and, in any event, are no more restrictive than the restrictions contained in this Agreement), so long
as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any
payments required hereunder. Section 7.10 Use of Proceeds. Use the proceeds of any Borrowing, whether directly or indirectly (a)
on the Closing Date, in a manner inconsistent with the uses set forth in the preliminary statements to this Agreement or (b) after
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the Closing Date, use the proceeds for any purpose other than
to pay costs and expenses related to the Transactions and for general corporate purposes and working capital needs. Section 7.11
Consolidated Fixed Charge Coverage Ratio. During any Minimum Availability Period, the Borrower will not permit the Consolidated
Fixed Charge Coverage Ratio for the most recently ended Test Period prior to the commencement of such Minimum Availability Period
or for any Test Period ending during such Minimum Availability Period to be less than 1.0 to 1.0. Section 7.12 Accounting Changes.
Make any change in its fiscal year; provided, however, that Holdings may, upon written notice to the Administrative Agent, change
its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the
Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary
to reflect such change in fiscal year. Section 7.13 Prepayments, Etc. of Certain Indebtedness. (a) Prepay, redeem, purchase, defease
or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled
principal, interest and mandatory prepayments shall be permitted) any subordinated Indebtedness incurred under Section 7.03, or
any other Indebtedness for borrowed money of a Loan Party that is subordinated to the Obligations expressly by its terms (other
than Indebtedness among the Borrower and its Restricted Subsidiaries) (collectively, “Junior Financing”), except (i)
the refinancing thereof with any Indebtedness (to the extent such Indebtedness constitutes a Permitted Refinancing and, if such
Indebtedness was originally incurred under Section 7.03(g), is permitted pursuant to Section 7.03(g)), to the extent not required
to prepay any Loans pursuant to the mandatory prepayment provisions of the Term Loan Credit Agreement, (ii) the conversion or exchange
of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect
parents, (iii) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary to the Borrower or any Restricted Subsidiary
and, (iv) prepayments, redemptions, satisfactions, purchases, defeasances and other payments in respect of Junior Financings prior
to their scheduled maturity in an aggregate amount not to exceed, when combined with the amount of Restricted Payments pursuant
to Section 7.06(g), $120,000,000 plus, subject to compliance with the Payment Condition, the Cumulative Credit at such time; provided
that, if such and (v) any prepayment, redemption, satisfaction, purchase, defeasance andor other payment is being made in reliance
on either clause (a) or (b) of the definition of Cumulative Credit, compliance with (A) a Total Leverage Ratio calculated on a
Pro Forma Basis that is less than or equal to 5.75 to 1.00 and (B) a Secured Leverage Ratio calculated on a Pro Forma Basis that
is less than or equal to 4.00 to 1.00.in respect of a Junior Financing prior to its scheduled maturity, so long as (A) the Payment
Condition shall be satisfied after giving effect to such prepayment, redemption, satisfaction, purchase, defeasance or other payment,
(B) no Default shall have occurred and be continuing or would result from such prepayment, redemption, satisfaction, purchase,
defeasance or other payment and (C) if requested by the Administrative Agent, the Borrower shall have provided a certificate of
a Responsible Officer of Borrower as to the satisfaction of the conditions in the foregoing clauses (A) and (B). (b) Amend, modify
or change in any manner materially adverse to the interests of the Lenders any term or condition of any Junior Financing Documentation
in respect of any Junior Financing having an aggregate outstanding principal amount in excess of the Threshold Amount without the
consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed). -151-







 





    	 



    	 



    

 




Section 7.14 Permitted Activities. With respect to Holdings,
engage in any material operating or business activities; provided that the following and any activities incidental thereto shall
be permitted in any event: (i) its ownership of the Equity Interests of Borrower and activities incidental thereto, including payment
of dividends and other amounts in respect of its Equity Interests, (ii) the maintenance of its legal existence (including the ability
to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan
Documents and any other Indebtedness, (iv) any public offering of its common stock or any other issuance or sale of its Equity
Interests, (v) financing activities, including the issuance of securities, incurrence of debt, payment of dividends, making contributions
to the capital of the Borrower and guaranteeing the obligations of the Borrower, (vi) participating in tax, accounting and other
administrative matters as a member of the consolidated group of Holdings and the Borrower, (vii) holding any cash or property (but
not operating any property), (viii) providing indemnification to officers and directors and (ix) any activities incidental to the
foregoing. Holdings shall not incur any Liens on Equity Interests of the Borrower other than those for the benefit of the Obligations
and any obligations secured by a Lien permitted pursuant to Section 7.01(a) and (hh). ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
Section 8.01 Events of Default. Any of the following from and after the Closing Date shall constitute an event of default (an “Event
of Default”): (a) Non-Payment. Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal
of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable
hereunder or with respect to any other Loan Document; or (b) Specific Covenants. Holdings, the Borrower, any Restricted Subsidiary
or, in the case of Section 7.14, Holdings only, fails to perform or observe any term, covenant or agreement contained in any of
Sections 6.03(a) or 6.05(a) (solely with respect to the Borrower) or Article VII; provided that the covenants in Section 7.11 are
subject to cure pursuant to Section 8.04; or (c) Other Defaults. Holdings, the Borrower or any Restricted Subsidiary fails to perform
or observe (i) any covenant or agreement contained in Section 6.02(f) of this Agreement and such default shall continue unremedied
for a period of at least five (5) Business Days after receipt of written notice by the Borrower from the Administrative Agent or
the Required Lenders, (ii) any covenant or agreement contained in Section 6.17, Section 6.18 or Section 6.19 of this Agreement
or Section 3.03(g) of the Security Agreement and such default shall continue unremedied for a period of at least fifteen (15) Business
Days after receipt of written notice by the Borrower from the Administrative Agent or the Required Lenders or (iii) any other covenant
or agreement (not specified in Section 8.01(a), (b), (c)(i) or (c)(ii) above) contained in any Loan Document on its part to be
performed or observed and such failure continues for thirty (30) days after receipt by the Borrower of written notice thereof from
the Administrative Agent; or (d) Representations and Warranties. Any representation, warranty, certification or statement of fact
made or deemed made by any Loan Party herein, in any other Loan Document, or in any document required to be delivered in connection
herewith or therewith shall be incorrect in any material respect when made or deemed made; or -152-







 





    	 



    	 



    

 

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the
applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect
of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount of not less than the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event
occurs (other than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant
to the terms of such Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default
or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder
or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or
to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem
such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale
or transfer is permitted hereunder; provided, further, that such failure is unremedied and is not waived by the holders of such
Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or (f) Insolvency
Proceedings, Etc. Any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,
trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or
for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator,
administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues
undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person
or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed
for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or (g) Attachment. Any writ or warrant
of attachment or execution or similar process is issued or levied against all or any material part of the property of the Borrower
and the Restricted Subsidiaries, taken as a whole, and is not released, vacated or fully bonded within sixty (60) days after its
issue or levy; or (h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order
for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party
insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) and such judgment or
order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive
days; or (i) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery
and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted
under Section 7.04 or 7.05) or as a result of acts or omissions by the Administrative Agent or any Lender or the satisfaction in
full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in writing the validity or enforceability
of any provision of any Loan Document or the validity or priority of a Lien as required by the Collateral Documents on a material
portion of the Collateral; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan
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in full of the Obligations and termination of the Aggregate
Commitments), or purports in writing to revoke or rescind any Loan Document; or (j) Change of Control. There occurs any Change
of Control; or (k) Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11 or 6.13
shall for any reason (other than pursuant to the terms thereof including as a result of a transaction not prohibited under this
Agreement) cease to create a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest
in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (i) except
to the extent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or results
from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing securities
pledged under the Collateral Documents or to file Uniform Commercial Code continuation statements and (ii) except as to Collateral
consisting of Real Property to the extent that such losses are covered by a lender’s title insurance policy and such insurer
has not denied coverage; or (l) ERISA. (i) An ERISA Event occurs which has resulted or could reasonably be expected to result in
liability of a Loan Party or a Restricted Subsidiary in an aggregate amount which could reasonably be expected to result in a Material
Adverse Effect, or (ii) a Loan Party, any Restricted Subsidiary or any ERISA Affiliate fails to pay when due, after the expiration
of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under
a Multiemployer Plan in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect. Section
8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may and, at the
request of the Required Lenders, shall take any or all of the following actions: (i) declare the commitment of each Lender to make
Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation
shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon,
and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower
Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and (iv) exercise on behalf
of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law; provided
that upon the occurrence of an actual or deemed entry of an order for relief with respect to Borrower under the Bankruptcy Code
of the United States or any Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of the L/C Issuers
to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest
and other amounts as aforesaid shall automatically become due and payable and the obligation of the Borrower to -154-







 





    	 



    	 



    

 




Cash Collateralize the L/C Obligations as aforesaid shall automatically
become effective, in each case without further act of the Administrative Agent or any Lender. Section 8.03 Application of Funds.
Subject to the Term Loan Intercreditor Agreement, after the exercise of remedies provided for in Section 8.02 (or after the Loans
have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized
as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative
Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest,
but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent
in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable
under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to
payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, and any fees,
premiums and scheduled periodic payments due under ABL Pari Passu Treasury Services Agreements or ABL Pari Passu Hedge Agreements,
ratably among the Secured Parties in proportion to the respective amounts described in this clause Third payable to them; Fourth,
to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings (including to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit), and any breakage,
termination or other payments under ABL Pari Passu Treasury Services Agreements or ABL Pari Passu Hedge Agreements, ratably among
the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to any fees, premiums
and scheduled periodic payments due under ABL Last-Out Treasury Services Agreements or ABL Last-Out Hedge Agreements, ratably among
the Secured Parties in proportion to the respective amounts described in this clause Fifth, Sixth, to any breakage, termination
or other payments under ABL Last-Out Treasury Services Agreements or ABL Last-Out Hedge Agreements, ratably among the Secured Parties
in proportion to the respective amounts described in this clause Sixth, Seventh, to the payment of all other Obligations of the
Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon
the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such
date; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required
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Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters
of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding,
to the Borrower as applicable. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, in no circumstances
shall any amounts received from a Loan Party that is not an “eligible contract participant” (as defined in the Commodity
Exchange Act) be applied towards the payment of obligations that are Excluded Swap Obligations, but, to the extent permitted by
applicable law, appropriate adjustments shall be made with respect to payments from other Loan Parties that are “eligible
contract participants” to preserve, as nearly as possible, the proportional allocation to the Obligations otherwise set forth
above in this Section. Section 8.04 Borrower’s Right to Cure. Notwithstanding anything to the contrary contained in Section
8.01 or Section 8.02: (a) For the purpose of determining whether an Event of Default under Section 7.11 has occurred, the Borrower
may on one or more occasions designate any portion of the net cash proceeds from a sale or issuance of Qualified Equity Interests
of Holdings or any cash contribution to the common capital of the Borrower (the “Cure Amount”) as an increase to Consolidated
EBITDA for the applicable fiscal quarter; provided that such amounts to be designated (i) are actually received by the Borrower
after the first day of such applicable fiscal quarter and on or prior to the tenth (10th) Business Day after the date on which
financial statements are required to be delivered with respect to such applicable fiscal quarter (the “Cure Expiration Date”),
(ii) do not exceed the aggregate amount necessary to cure any Event of Default under Section 7.11 as of such date and (iii) Borrower
shall have provided notice (the “Notice of Intent to Cure”) to the Administrative Agent on the date such amounts are
designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery
of a Compliance Certificate for the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may
be lower than specified in such notice to the extent that the amount necessary to cure any Event of Default under Section 7.11
is less than the full amount of such originally designated amount). The Cure Amount used to calculate Consolidated EBITDA for one
fiscal quarter shall be used and included when calculating Consolidated EBITDA for each Test Period that includes such fiscal quarter.
(b) The parties hereby acknowledge that this Section 8.04 may not be relied on for purposes of calculating any financial ratios
other than for determining actual compliance with Section 7.11 (and not for purposes of determining whether the Payment Condition
is satisfied or for calculating any financial ratio for any other purpose under this Agreement) and shall not result in any adjustment
to any amounts (including the amount of Indebtedness and shall not be included for purposes of determining pricing, mandatory prepayments
and the availability or amount permitted pursuant to any covenant under Article VII) with respect to the quarter with respect to
which such Cure Amount was made other than the amount of the Consolidated EBITDA referred to in the immediately preceding sentence.
(c) In furtherance of clause (a) above, (A) upon actual receipt and designation of the Cure Amount by the Borrower, the covenants
under Section 7.11 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect
as though there had been no failure to comply with the covenants under such Section 7.11 and any Event of Default under Section
7.11 shall be deemed not to have occurred for purposes of the Loan Documents, and (B) upon receipt by the Administrative Agent
of a Notice of Intent to Cure prior the Cure Expiration Date, neither the Administrative Agent nor any Lender may exercise any
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any other Loan Document) on the basis of any actual or purported
Event of Default under Section 7.11 until and unless the Cure Expiration Date has occurred without the Cure Amount having been
received and designated. (d) (i) In each period of four consecutive fiscal quarters, there shall be at least two (2) fiscal quarters
in which no cure right set forth in this Section 8.04 is exercised and (ii) there shall be no pro forma reduction in Indebtedness
with the Cure Amount for determining compliance with Section 7.11 for the fiscal quarter with respect to which such Cure Amount
was made. (e) There can be no more than five (5) fiscal quarters in which the cure rights set forth in this Section 8.04 are exercised
during the term of the Facilities. ARTICLE IX. ADMINISTRATIVE AGENT AND OTHER AGENTS Section 9.01 Appointment and Authority. (a)
Each of the Lenders and the L/C Issuer hereby irrevocably appoints Citi to act on its behalf as the Administrative Agent hereunder
and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such
powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders
and the L/C Issuer, and no Loan Party have rights as a third party beneficiary of any of such provisions. (b) The Administrative
Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its
capacities as a potential Hedge Bank or Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any
and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and
discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent”
and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes
of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising
any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions
of this Article IX and Article X (including the second paragraph of Section 10.05), as though such co-agents, sub-agents and attorneys-in-fact
were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting
the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents
(including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated
by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such
action by any Agent shall bind the Lenders. (c) The Administrative Agent alone shall be authorized to determine whether any Accounts
or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any Reserve, and to exercise its
Permitted Discretion in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate the
Administrative Agent from liability to any Lender or other Person for any error in judgment. -157-







 





    	 



    	 



    

 




Section 9.02 Rights as a Lender. The Person serving as the Administrative
Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder
in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor
or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the
Lenders. Section 9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: (a)
shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document
or applicable law; and (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose,
and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. (d) The
Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence
of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default
unless and until notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.
(e) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty
or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate,
report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement,
instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents,
(v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. -158-







 





    	 



    	 



    

 




Section 9.04 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other
distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person,
and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of
a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer,
the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative
Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance
of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts. Section 9.05 Delegation of Duties. The Administrative Agent may perform
any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all
of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of
this Article IX shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent. Section 9.06 Resignation of Administrative Agent. The Administrative Agent may at
any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. If the Administrative Agent is a Defaulting
Lender, the Borrower may remove such Defaulting Lender from such role upon fifteen (15) days’ notice to the Lenders. Upon
receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower at all times
other than upon the occurrence and during the continuation of an Event of Default under Section 8.01(f) (which consent of the Borrower
shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States,
or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of
its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative
Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders
that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the
Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations
provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly,
until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section 9.06. Upon
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acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section
9.06). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder
and under the other Loan Documents, the provisions of this Article IX and Sections 10.04 and 10.05 shall continue in effect for
the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. Any resignation
by Citi as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as L/C Issuer and Swing Line
Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (ii)
the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder
or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters
of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer
to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. Section 9.07 Non-Reliance
on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance
upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as
it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer
also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder. Section 9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Administrative Agent, Bookrunners, Arrangers, Syndication Agents or Documentation Agents listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder. Section 9.09 Administrative Agent May File Proofs
of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any
Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made
any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise (a) to file and prove
a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other
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to file such other documents as may be necessary or advisable
in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and
(i), 2.09 and 10.04 and 10.05) allowed in such judicial proceeding; and (b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to
make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly
to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.09 and 10.04 and 10.05. Nothing contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to
vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding. Section 9.10 Collateral and Guaranty Matters.
Each of the Lenders (including in its capacities as a potential Hedge Bank or Cash Management Bank) and the L/C Issuer irrevocably
authorize the Administrative Agent, (a) to automatically release any Lien on any property granted to or held by the Administrative
Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than
(A) contingent indemnification obligations and (B) obligations and liabilities under ABL Secured Treasury Services Agreements and
ABL Secured Hedge Agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank, as applicable,
shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other
arrangements satisfactory to the Administrative Agent and the L/C Issuer shall have been made), (ii) at the time the property subject
to such Lien is Disposed or to be Disposed to any Person other than a Loan Party as part of or in connection with any Disposition
permitted hereunder or under any other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved,
authorized or ratified in writing by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon
release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below or (v) that constitutes Excluded
Assets; (b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document
to the holder of any Lien on such property that is permitted by Section 7.01(u) to the extent required by the holder of, or pursuant
to the terms of any agreement governing, the obligations secured by such Liens; and (c) to release any Guarantor from its obligations
under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction
or designation permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a -161-







 





    	 



    	 



    

 




guarantor in respect of the 2021 Notes, the 2024 Notes, any
Junior Financing or any Indebtedness incurred pursuant to Section 7.03(s) or (x). Upon request by the Administrative Agent at any
time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest
in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this
Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will (and each Lender irrevocably authorizes
the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents
as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest
granted under the Collateral Documents or to subordinate its interest in such item, or to evidence the release of such Guarantor
from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Section 9.11 Agreements. ABL Secured Treasury Services Agreements and ABL Secured Hedge Except as otherwise expressly set forth
herein or in any Guaranty or any Collateral Document, no Hedge Bank or Cash Management Bank that obtains the benefits of Section
8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have
any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or
otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a
Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this
Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory
arrangements have been made with respect to, Obligations arising under ABL Secured Treasury Services Agreements and ABL Secured
Hedge Agreements unless the Administrative Agent has received written notice of such Obligations, together with such supporting
documentation as the Administrative Agent may request, from the applicable Hedge Bank or Cash Management Bank. The Lenders hereby
authorize the Administrative Agent to enter into any intercreditor agreement or arrangement permitted under this Agreement and
any such intercreditor agreement is binding upon the Lenders. Section 9.12 Withholding Tax Indemnity. To the extent required by
any applicable Laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable
withholding Tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim
that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason
(including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender
failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding
Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative
Agent (to the extent that the Administrative Agent has not already been reimbursed by a Loan Party pursuant to Section 3.01 and
Section 3.04 and without limiting or expanding the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly,
by the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other
out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive
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authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.12.
The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment
of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations. For the avoidance
of doubt, a “Lender” shall, for all purposes of this Section 9.12, include any L/C Issuer and any Swing Line Lender.
Section 9.13 Reports and Financial Statements. By signing this Agreement or pursuant to Section 9.11, as applicable, each Secured
Party: (a) agrees to furnish the Administrative Agent on the first day of each month with a summary of all ABL Secured Hedge Agreements
and ABL Secured Treasury Services Agreements due or to become due to such Lender; (b) is deemed to have requested that the Administrative
Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by
the Borrower hereunder and all commercial finance examinations and appraisals of the Collateral received by the Administrative
Agent (collectively, the “Borrower Reports”) (and the Administrative Agent agrees to furnish such Borrower Reports
promptly to the Lenders, which may be furnished in accordance with Section 10.02(a)(B)); (c) expressly agrees and acknowledges
that the Administrative Agent (i) does not make any representation or warranty as to the accuracy of the Borrower Reports and (ii)
shall not be liable for any information contained in any Borrower Report; (d) expressly agrees and acknowledges that the Borrower
Reports are not comprehensive audits or examinations, that the Administrative Agent or any other party performing any audit or
examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’
books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Borrower Reports
confidential in accordance with the provisions of Section 10.08 hereof, and not to use any Borrower Report in any other manner;
and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold
the Administrative Agent and any such other Lender preparing a Borrower Report harmless from any action the indemnifying Lender
may take or conclusion the indemnifying Lender may reach or draw from any Borrower Report in connection with any Credit Extensions
that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s participation in, or the
indemnifying Lender’s purchase of, a Loan or Loans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and
hold the Administrative Agent and any such other Lender preparing a Borrower Report harmless from and against, the claims, actions,
proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Administrative Agent and any
such other Lender preparing a Borrower Report as the direct or indirect result of any third parties who might obtain all or part
of any Borrower Report through the indemnifying Lender in violation of the terms hereof. Section 9.14 Certain ERISA Matters. (a)
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date -163-


 





    	 



    	 



    

 




such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party,
that at least one of the following is and will be true: (i) such Lender is not using “plan assets” (within the meaning
of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement; (ii) the transaction
exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent
qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general
accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain
transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; (iii) (A) such Lender
is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14),
(B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate
in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection
(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of
and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or (iv) such other representation, warranty
and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. (b) In addition,
unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided
another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from
the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of,
the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that
the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan
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ARTICLE X. MISCELLANEOUS Section 10.01Amendments, Etc. Except
as otherwise set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document,
and no consent to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders
(other than with respect to any amendment, waiver or modification contemplated in clause (g) below) (or by the Administrative Agent
with the consent of the Required Lenders) and the applicable Loan Party, as the case may be, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, waiver
or consent shall: (a) extend or increase the Commitment of any Lender without the written consent of each Lender holding such Commitment
(it being understood that a waiver of any condition precedent or of any Default, mandatory prepayment or mandatory reduction of
any Commitments shall not constitute an extension or increase of any Commitment of any Lender); (b) postpone any date scheduled
for, or reduce or forgive the amount of, any payment of principal or interest under Section 2.07 or 2.08 (other than pursuant to
Section 2.08(b)) or postpone any date for the payment of fees hereunder without the written consent of each Lender directly affected
thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not
constitute a postponement of any date scheduled for the payment of principal or interest and it further being understood that any
change to the definition of “Consolidated First Lien Net Leverage Ratio,” “Consolidated Fixed Charge Coverage
Ratio,” “Total Leverage Ratio” or “Secured Leverage Ratio” or, in each case, in the component definitions
thereof shall not constitute a reduction or forgiveness in any rate of interest; (c) reduce or forgive the principal of, or the
rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the second proviso to this Section
10.01) any fees or other amounts payable hereunder or under any other Loan Document (or extend the timing of payments of such fees
or other amounts) without the written consent of each Lender directly affected thereby, it being understood that any change to
the definition of “Consolidated First Lien Net Leverage Ratio,” “Consolidated Fixed Charge Coverage Ratio,”
“Total Leverage Ratio” or “Secured Leverage Ratio” or, in each case, in the component definitions thereof
shall not constitute a reduction in any rate of interest; provided that only the consent of the Required Lenders shall be necessary
to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default
Rate; (d) change any provision of this Section 10.01 or the definition of “Supermajority Lenders,” “Required
Lenders,” “Required Facility Lenders,” “Required Class Lenders” or any other provision specifying
the number of Lenders or portion of the Loans or Commitments required to take any action under the Loan Documents or Section 8.03,
without the written consent of each Lender directly affected thereby (it being understood that each Lender shall be directly and
adversely affected by a change to the “Required Lenders,” “Supermajority Lenders,” or “Pro Rata Share”
definitions); (e) other than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially
all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender; -165-







 





    	 



    	 



    

 




(f) other than in connection with a transaction permitted under
Section 7.04 or Section 7.05, release all or substantially all of the aggregate value of the Guarantees, without the written consent
of each Lender; (g) (1) waive any condition set forth in Section 4.02 as to any Credit Extension under one or more Revolving Credit
Facilities or (2) amend, waive or otherwise modify any term or provision which directly affects Lenders under one or more Revolving
Credit Facilities and does not directly affect Lenders under any other Facility, in each case, without the written consent of the
Required Facility Lenders under such applicable Revolving Credit Facility or Facilities (and in the case of multiple Facilities
which are affected, such Required Facility Lenders shall consent together as one Facility); provided, however, that the waivers
described in this clause (g) shall not require the consent of any Lenders other than the Required Facility Lenders under such Facility
or Facilities; (h) without the prior written consent of the Supermajority Lenders, change the definition of the terms “Excess
Availability” or “Borrowing Base” or any component definition used therein (including, without limitation, the
definitions of “Eligible Account” and “Eligible Inventory”) if, as a result thereof, the amounts available
to be borrowed by the Borrower would be increased; provided that the foregoing shall not limit the discretion of the Administrative
Agent to change, establish or eliminate any Reserves or to add Accounts and Inventory acquired in a Permitted Acquisition to the
Borrowing Base as provided herein; or (i) without the prior written consent of the Supermajority Lenders, increase the percentages
set forth in the term “Borrowing Base” or add any new classes of eligible assets thereto; and provided, further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by each L/C Issuer in addition to the Lenders required
above, affect the rights or duties of an L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter
of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by a Swing Line
Lender in addition to the Lenders required above, affect the rights or duties of such Swing Line Lender under this Agreement; provided,
however, that this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Loans with only the written
consent of the Administrative Agent, the applicable Swing Line Lenders and the Borrower so long as the obligations of the Revolving
Credit Lenders and, if applicable, the other Swing Line Lenders are not affected thereby; (iii) no amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or
duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; and
(iv) Section 10.07(h) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part
of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected
with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender
may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the
consent of all Lenders or each affected Lender that by its terms materially and adversely affects any Defaulting Lender to a greater
extent than other affected Lenders shall require the consent of such Defaulting Lender. Notwithstanding the foregoing, no Lender
consent is required to effect any amendment or supplement to the Term Loan Intercreditor Agreement or other intercreditor agreement
or arrangement permitted under this Agreement that is for the purpose of adding the holders of Permitted First Priority Refinancing
Debt (as defined in the Term Loan Credit Agreement as in effect on the Closing Date), or -166-







 





    	 



    	 



    

 




Permitted Junior Priority Refinancing Debt (as defined in the
Term Loan Credit Agreement as in effect on the Closing Date), as expressly contemplated by the terms of such Term Loan Intercreditor
Agreement or such other intercreditor agreement or arrangement permitted under this Agreement, as applicable (it being understood
that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith
determination of the Administrative Agent, are required to effectuate the foregoing and provided that such other changes are not
adverse, in any material respect, to the interests of the Lenders); provided, further, that no such agreement shall amend, modify
or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan Document without the prior
written consent of the Administrative Agent. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated)
with the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit
facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest
and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Revolving
Credit Loans, Swing Line Loans and L/C Obligations and the accrued interest and fees in respect thereof and (b) to include appropriately
the Lenders holding such credit facilities in any determination of the Required Lenders. Notwithstanding anything to the contrary
contained in this Section 10.01, guarantees, collateral security documents and related documents executed by Subsidiaries in connection
with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement,
amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent
of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel or
(ii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other
Loan Documents. Section 10.02Notices and Other Communications; Facsimile Copies. (a) Notices; Effectiveness; Electronic Communications.
(A) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and
except as provided in subsection (B) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and
all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows: (i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address,
telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and (ii) if to any
other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given
when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic
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communications to the extent provided in subsection (B) below
shall be effective as provided in such subsection (B). (B) Electronic Communications. Notices and other communications to the Lenders
and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to
any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have
been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an
Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website
address therefor. (b) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES
(AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY
DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM
FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no
event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability
to the Loan Parties, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any
kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission
of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are
determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence
or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the
Loan Parties, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages
(as opposed to direct or actual damages). (c) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer
and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder
by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In
addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on
record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices
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for such Lender. Furthermore, each Public Lender agrees to cause
at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information”
or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate,
in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state
securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information”
portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for
purposes of United States Federal or state securities laws. (d) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices
and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner
specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative
Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting
from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and
other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties
hereto hereby consents to such recording. Section 10.03No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer
or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder
or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative
and not exclusive of any rights, remedies, powers and privileges provided by Law. Notwithstanding anything to the contrary contained
herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents
against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with
such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for
the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative
Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative
Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and
remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and
under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms
of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the
pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there
is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have
the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth
in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required
Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. -169-















 





    	 



    	 



    

 




Section 10.04Attorney Costs and Expenses. The Borrower agrees
(a) if the Closing Date occurs, to pay or reimburse the Administrative Agent, the Syndication Agents, the Arrangers and the Bookrunners
for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution
of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof
and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs of Cahill Gordon & Reindel LLP (and any other
counsel retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)) and, if necessary,
one local and foreign counsel in each relevant jurisdiction (which may include a single special counsel acting in multiple jurisdictions)
for the Administrative Agent and the Lenders taken as a whole and (b) from and after the Closing Date, to pay or reimburse the
Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement
of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during
any legal proceeding, including any proceeding under any Debtor Relief Law, and including all respective Attorney Costs, which
shall be limited to Attorney Costs of one counsel to the Administrative Agent and the Lenders taken as a whole and one local counsel
as reasonably necessary in any relevant jurisdiction material to the interests of the Lenders taken as a whole). The agreements
in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. All amounts
due under this Section 10.04 shall be paid within thirty (30) days following receipt by the Borrower of an invoice relating thereto
setting forth such expenses in reasonable detail; provided that, with respect to the Closing Date, all amounts due under this Section
10.04 shall be paid on the Closing Date solely to the extent invoiced to the Borrower within three (3) Business Days of the Closing
Date (or such shorter period as the Borrower may agree). If any Loan Party fails to pay when due any costs, expenses or other amounts
payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative
Agent in its discretion. For the avoidance of doubt, this Section 10.04 shall not apply to Taxes, except any Taxes that represent
costs and expenses arising from any non-Tax claim. Section 10.05Indemnification by the Borrower. The Borrower shall indemnify and
hold harmless each Agent, Agent-Related Person, Lender, Arranger and Bookrunner and their Affiliates, and their respective officers,
directors, employees, partners, agents, counsel, advisors and other representatives of the foregoing (collectively the “Indemnitees”)
from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits,
costs, expenses and disbursements (including reasonable Attorney Costs of one counsel for all Indemnitees and, if necessary, one
firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions)
for all Indemnitees (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict
informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee))
of any such Indemnitee of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any
such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance
or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions
contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit
or the use or proposed use of the proceeds therefrom including any refusal by an L/C Issuer to honor a demand for payment under
a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter
of Credit, or (c) any actual or alleged presence or Release of Hazardous Materials at, -170-







 





    	 



    	 



    

 




on, under or from any property or facility currently or formerly
owned, leased or operated by the Loan Parties or any Subsidiary, or any Environmental Liability of the Loan Parties or any Subsidiary,
or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based
on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened
claim, investigation, litigation or proceeding) (a “Proceeding”) and regardless of whether any Indemnitee is a party
thereto or whether or not such Proceeding is brought by the Borrower or any other person and, in each case, whether or not caused
by or arising, in whole or in part, out of the negligence of the Indemnitee (all of the foregoing, collectively, the “Indemnified
Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities,
obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted
from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any of its controlled Affiliates or controlling
Persons or any of the officers, directors, employees, agents, advisors or members of any of the foregoing, in each case who are
involved in or aware of the Transaction (as determined by a court of competent jurisdiction in a final and non-appealable decision),
(y) material breach of the Loan Documents by such Indemnitee or one of its Affiliates, as determined by a final non-appealable
judgment of a court of competent jurisdiction or (z) disputes solely between and among such Indemnitees to the extent such disputes
do not arise from any act or omission of the Borrower or any of its Affiliates (other than with respect to a claim against an Indemnitee
acting in its capacity as an Agent or Arranger or similar role under the Loan Documents unless such claim arose from the gross
negligence, bad faith or willful misconduct, as determined by a final non-appealable judgment of a court of competent jurisdiction,
of such Indemnitee). No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any
Indemnitee, Loan Party or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating
to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before
or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee
to a third party and for any out-of-pocket expenses); it being agreed that this sentence shall not limit the indemnification obligations
of Holdings or any Subsidiary. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section
10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any
Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether
or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any
of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid within thirty (30) days after
written demand therefor (together with backup documentation supporting such reimbursement request); provided, however, that such
Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee
was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 10.05. The
agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the
termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. For the avoidance
of doubt, this Section 10.05 shall not apply to Taxes, except any Taxes that represent liabilities, obligations, losses, damages,
penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims. To
the extent that the Borrower for any reason fails to indefeasibly pay any amount required under this Section 10.05 or Section 10.04
to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing,
each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party,
as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed -171-







 





    	 



    	 



    

 




expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or
against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity. The obligations of the Lenders under this paragraph are subject to the provisions of Section 2.12(e).
Section 10.06Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent,
the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such
payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender
in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief
Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall
be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b)
each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the
Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and
the termination of this Agreement. Section 10.07Successors and Assigns. (a) The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower
may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender
(except as permitted by Section 7.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an Assignee pursuant to an assignment made in accordance with the provisions of Section 10.07(b) (such an assignee,
an “Eligible Assignee”), (ii) by way of participation in accordance with the provisions of Section 10.07(e), (iii)
by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(g) or (iv) to an SPC in accordance
with the provisions of Section 10.07(h) (and any other attempted assignment or transfer by any party hereto shall be null and void);
provided, however, that notwithstanding the foregoing, no Lender may assign or transfer by participation any of its rights or obligations
hereunder to (i) any Person that is a Defaulting Lender, (ii) a natural Person or (iii) to Holdings, the Borrower or any of their
respective Subsidiaries. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(e)
and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason
of this Agreement. (b) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees
(“Assignees”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and in Swing Line
Loans) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (A)
the Borrower, provided that no consent of the Borrower shall be required for (i) an assignment related to Revolving Credit Commitments
or Revolving Credit Exposure to a -172-







 





    	 



    	 



    

 

Revolving Credit Lender or (ii) if an Event of Default under Section 8.01(a) or, solely with respect to
the Borrower, Section 8.01(f) has occurred and is continuing, any Assignee; (B) the Administrative Agent; provided that no consent
of the Administrative Agent shall be required for an assignment from an Agent to its Affiliates; (C) each L/C Issuer at the time
of such assignment; provided that no consent of the L/C Issuers shall be required for any assignment not related to Revolving Credit
Commitments or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent; and (D) the Swing Line Lenders;
provided that no consent of a Swing Line Lender shall be required for any assignment not related to Revolving Credit Commitments
or Revolving Credit Exposure or any assignment to an Agent or an Affiliate of an Agent. Notwithstanding the foregoing or anything
to the contrary set forth herein, to the extent any Lender is required to assign any portion of its Commitments, Loans and other
rights, duties and obligations hereunder in order to comply with applicable Laws, such assignment may be made by such Lender without
the consent of the Borrower, the Administrative Agent, any L/C Issuer, any Swing Line Lender or any other party hereto so long
as such Lender complies with the requirements of Section 10.07(b)(ii). (ii) Assignments shall be subject to the following additional
conditions: (A) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or
Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as
of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be
less than an amount of $5,000,000 and shall be in increments of an amount of $5,000,000 in excess thereof unless each of the Borrower
and the Administrative Agent otherwise consents; provided that such amounts shall be aggregated in respect of each Lender and its
Affiliates or Approved Funds, if any; (B) the parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that only one such fee shall be
payable in the event of simultaneous assignments to or from two or more Approved Funds; and (C) the Assignee, if it shall not be
a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. This paragraph (b) shall not prohibit any
Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis among such
Facilities. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment
shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as
appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating
actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans
previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably
consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent
or any Lender hereunder (and interest -173-


 





    	 



    	 



    

 




accrued thereon) and (y) acquire (and fund as appropriate) its
full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Pro Rata Share.
Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall
become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest
shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. (c) Subject to acceptance
and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective date specified in
each Assignment and Assumption, (1) the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and (2)
the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from
its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances occurring prior to the effective
date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall
execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this clause (c) shall be treated for purposes of this Agreement as a sale by such Lender of a participation
in such rights and obligations in accordance with Section 10.07(e). (d) The Administrative Agent, acting solely for this purpose
as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption
delivered to it, and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and
the amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender
(but in the case of any Lender, with respect to its own interest only), at any reasonable time and from time to time upon reasonable
prior notice. This Section 10.07(d) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered
form” within the meaning of Section 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (or
any other relevant or successor provisions of the Code or of such Treasury regulations). (e) Any Lender may at any time, sell participations
to any Person (other than a natural person or a Defaulting Lender) (each, a “Participant”) in all or a portion of such
Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including
such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of
this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without
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the consent of the Participant, agree to any amendment, waiver
or other modification described in clauses (a) through (f) of the first proviso to Section 10.01 that requires the affirmative
vote of such Lender. Subject to Section 10.07(f), the Borrower agrees that each Participant shall be entitled to the benefits of
Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations of such Sections) to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted by applicable Law, each
Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant
agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for
this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and related interest amounts) of each participant’s interest in the Loans or other obligations
under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent
manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. The portion of any Participant Register
relating to any Participant or SPC requesting payment from the Borrower or seeking to exercise its rights under Section 10.09 shall
only be available for inspection by the Borrower upon reasonable request to the extent that such disclosure is necessary in connection
with a Tax audit 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. (f) A Participant shall not be entitled to receive any greater payment under
Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold
to such Participant, except to the extent such entitlement to a greater payment results from a change in any Law after the sale
of the participation takes place. (g) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any time
pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any)
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other
central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute
any such pledgee or assignee for such Lender as a party hereto. (h) Notwithstanding anything to the contrary contained herein,
any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from
time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all
or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC elects not to exercise such option
or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the
terms hereof and (iii) such SPC and the applicable Loan or any applicable part thereof, shall be appropriately reflected in the
Participant Register. Each party hereto hereby agrees that (i) an SPC shall be entitled to the benefit of Sections 3.01, 3.04 and
3.05 (subject to the requirements and the limitations of such sections), but neither the grant to any SPC nor the exercise by any
SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this
Agreement except to the extent that the increase or change results from a change in any Law after the grant to such SPC takes place,
(ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable,
and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of
any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize
the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. -175-







 





    	 



    	 



    

 




Notwithstanding anything to the contrary contained herein, any
SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing
fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii)
disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper
dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC. (i) Notwithstanding anything to the
contrary contained herein, without the consent of the Borrower or the Administrative Agent, (1) any Lender may in accordance with
applicable Law create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it and (2)
any Lender that is a Fund may create a security interest in all or any portion of the Loans owing to it and the Note, if any, held
by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities;
provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07,
(i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee
shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired
ownership rights with respect to the pledged interest through foreclosure or otherwise. (j) Notwithstanding anything to the contrary
contained herein, any L/C Issuer or Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders,
resign as an L/C Issuer or Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with
respect to such resignation, the relevant L/C Issuer or Swing Line Lender shall have identified a successor L/C Issuer or Swing
Line Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender,
as applicable. In the event of any such resignation of an L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint
from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that
no failure by the Borrower to appoint any such successor shall affect the resignation of the relevant L/C Issuer or the Swing Line
Lender, as the case may be, except as expressly provided above. If an L/C Issuer resigns as an L/C Issuer, it shall retain all
the rights and obligations of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date
of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to
make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender
resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing
Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders
to make Base Rate Loans, Eurocurrency Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section
2.04(c). (k) [Reserved]. (l) [Reserved]. Section 10.08Confidentiality. Each of the Agents and the Lenders agrees to maintain the
confidentiality of the Information, except that Information may be disclosed (a) to its Affiliates and its and its Affiliates’
managers, administrators, directors, officers, employees, trustees, partners, investors, investment advisors and agents, including
accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed
of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested
by any Governmental Authority or self regulatory authority having or asserting jurisdiction over such Person (including any -176-







 





    	 



    	 



    

 




Governmental Authority regulating any Lender or its Affiliates),
provided that the Administrative Agent or such Lender, as applicable, agrees that it will notify the Borrower as soon as practicable
in the event of any such disclosure by such Person (other than at the request of a regulatory authority) unless such notification
is prohibited by law, rule or regulation; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar
legal process, provided that the Administrative Agent or such Lender, as applicable, agrees that it will notify the Borrower as
soon as practicable in the event of any such disclosure by such Person (other than at the request of a regulatory authority) unless
such notification is prohibited by law, rule or regulation; (d) to any other party to this Agreement; (e) subject to an agreement
containing provisions at least as restrictive as those of this Section 10.08 (or as may otherwise be reasonably acceptable to the
Borrower), to any pledgee referred to in Section 10.07(g), direct or indirect contractual counterparty to a Swap Contract, Eligible
Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in any of its rights or obligations under
this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other
than as a result of a breach of this Section 10.08 or becomes available to the Administrative Agent, any Arranger, any Lender,
the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than a Loan Party or its related
parties (so long as such source is not known to the Administrative Agent, such Arranger, such Lender, the L/C Issuer or any of
their respective Affiliates to be bound by confidentiality obligations to any Loan Party); (h) to any rating agency when required
by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality
of any Information relating to Loan Parties and their Subsidiaries received by it from such Lender); (i) in connection with the
exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder or (j)
to market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent,
any Arranger or any Lender in connection with this Agreement. For the purposes of this Section 10.08, “Information”
means all information received from the Loan Parties relating to any Loan Party, its Affiliates or its Affiliates’ directors,
officers, employees, trustees, investment advisors or agents, relating to Holdings, the Borrower or any of its Subsidiaries or
its business, other than any such information that is publicly available to any Agent, any L/C Issuer or any Lender prior to disclosure
by any Loan Party other than as a result of a breach of this Section 10.08; provided that all information received after the Closing
Date from Holdings, the Borrower or any of its Subsidiaries shall be deemed confidential unless such information is clearly identified
at the time of delivery as not being confidential. Section 10.09Setoff. In addition to any rights and remedies of the Lenders provided
by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates (and the Administrative
Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and from time to time, without
prior notice to the Borrower, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party
and each of its Subsidiaries) to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender
and its Affiliates or the Administrative Agent to or for the credit or the account of the respective Loan Parties and their Subsidiaries
against any and all Obligations owing to such Lender and its Affiliates or the Administrative Agent hereunder or under any other
Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall have made
demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated
in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that any Defaulting Lender
shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent
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accordance with the provisions of Section 2.17 and, pending
such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the
Administrative Agent, the L/C Issuers, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative
Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such
right of setoff. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application
made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff and application.
The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including
other rights of setoff) that the Administrative Agent and such Lender may have at Law. Section 10.10Interest Rate Limitation. Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall
not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent
or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted
for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount
of interest throughout the contemplated term of the Obligations hereunder. Section 10.11Counterparts. This Agreement and each other
Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement
and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other
Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually
signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document
or signature delivered by telecopier. Section 10.12Integration; Termination. This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior
agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and
those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights
or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement.
Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against
nor in favor of any party, but rather in accordance with the fair meaning thereof. Section 10.13Survival of Representations and
Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations
and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made
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behalf and notwithstanding that the Administrative Agent or
any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall
remain outstanding. Section 10.14Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other
Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace
the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible
to that of the illegal, invalid or unenforceable provisions; provided, that, the Lenders shall charge no fee in connection with
any such amendment. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.14, if and to the extent that
the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as
determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions
shall be deemed to be in effect only to the extent not so limited. Section 10.15GOVERNING LAW. (a) THIS AGREEMENT AND EACH OTHER
LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (b) ANY LEGAL ACTION OR
PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH OF MANHATTAN)
OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY,
EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND
AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH LOAN PARTY, EACH AGENT
AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN TELECOPIER) IN SECTION
10.02. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY APPLICABLE LAW. -179-







 





    	 



    	 



    

 

Section 10.16WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Section 10.17Binding Effect.
This Agreement shall become effective when it shall have been executed by the Loan Parties and the Administrative Agent shall have
been notified by each Lender, the Swing Line Lenders and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has
executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each Agent and each Lender and their
respective successors and assigns, in each case in accordance with Section 10.07 (if applicable) and except that no Loan Party
shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except
as permitted by Section 7.04. Section 10.18USA Patriot Act. Each Lender that is subject to the USA Patriot Act and the Administrative
Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA Patriot
Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name,
address and tax identification number of such Loan Party and other information regarding such Loan Party that will allow such Lender
or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the USA Patriot Act. This notice is
given in accordance with the requirements of the USA Patriot Act and is effective as to the Lenders and the Administrative Agent.
The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation, including
a Beneficial Ownership Certification, and other information that the Administrative Agent or such Lender requests in order to comply
with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA Patriot Act and the Beneficial Ownership Regulation. Section 10.19No Advisory or Fiduciary Responsibility. In
connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’
understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and
the other Arrangers are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on
the one hand, and the Administrative Agent, the other Arrangers and the Lenders, on the other hand, (B) each Loan Party has consulted
its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable
of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the
other -180-


 





    	 



    	 



    

 




Loan Documents; (ii) (A) the Administrative Agent, each other
Arranger and each Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Loan Party or any of their respective
Affiliates, or any other Person and (B) neither the Administrative Agent, any other Arranger nor any Lender has any obligation
to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations
expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the other Arrangers, the Lenders
and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of
the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor any other Arranger nor any Lender has
any obligation to disclose any of such interests to the Loan Parties or any of their respective Affiliates. To the fullest extent
permitted by law, each Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, the
other Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any
aspect of any transaction contemplated hereby. Section 10.20Term Loan Intercreditor Agreement. The Administrative Agent is authorized
to enter into the Term Loan Intercreditor Agreement, and each of the parties hereto acknowledges that it has received a copy of
the Term Loan Intercreditor Agreement and that the Term Loan Intercreditor Agreement is binding upon it. Each Lender and L/C Issuer
hereunder (on behalf of itself and any Secured Parties that may be its Affiliate): (a) hereby consents to the subordination of
Liens on the terms set forth in the Term Loan Intercreditor Agreement, (b) hereby agrees that it will be bound by and will take
no actions contrary to the provisions of the Term Loan Intercreditor Agreement and (c) hereby authorizes and instructs the Administrative
Agent to enter into the Term Loan Intercreditor Agreement and any amendments or supplements expressly contemplated thereby as the
ABL Agent (as defined in the Term Loan Intercreditor Agreement), on behalf of such Lender and L/C Issuer. In the event of any conflict
between the terms of this Agreement and the terms of the Term Loan Intercreditor Agreement, the terms of the Term Loan Intercreditor
Agreement shall control. Section 10.21Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability
is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to,
and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority
to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution;
and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or
cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments
of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise
conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect
to any such liability under this Agreement or any other Loan Document; or -181-







 





    	 



    	 



    

 







(iii) the variation of the terms of such liability in connection
with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Section 10.22Acknowledgement Regarding
Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract
or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported
QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance
Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act
(together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported
QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the
United States): (a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes
subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC
Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property
securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States
or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the
parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported
QFC or any QFC Credit Support. (b) As used in this Section 10.22, the following terms have the following meanings: “BHC Act
Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with,
12 U.S.C. 1841(k)) of such party. “Covered Entity” means any of the following: (i) a “covered entity” as
that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted
in accordance with, 12 U.S.C. 5390(c)(8)(D). -182-










 





    	 



    	 



    

 

ARTICLE XI. GUARANTEE Section 11.01The Guarantee. Each Guarantor hereby jointly and severally with the
other Guarantors guarantees, as a primary obligor and not as a surety to each Secured Party and their respective successors and
assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration
or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions
of (i) the Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code
and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and the Notes held by each Lender of, the Borrower
(other than such Guarantor), and all other Obligations from time to time owing to the Secured Parties by any Loan Party under any
Loan Document or any ABL Secured Hedge Agreement or any ABL Secured Treasury Services Agreement, in each case strictly in accordance
with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”) ; provided,
that notwithstanding the foregoing, with respect to any Guarantor, Guaranteed Obligations shall not include Excluded Swap Obligations
of such Guarantor. The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantor(s) shall fail to pay
in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will
promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment
or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity,
by acceleration or otherwise) in accordance with the terms of such extension or renewal. Section 11.02Obligations Unconditional.
The obligations of the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted
by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity,
regularity or enforceability of the Guaranteed Obligations of the Borrower under this Agreement, the Notes, if any, or any other
agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security
for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a
legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality
of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability
of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described
above: (i) at any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any
performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall
be waived; (ii) any of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement
or instrument referred to herein or therein shall be done or omitted; (iii) the maturity of any of the Guaranteed Obligations shall
be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or
any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee
of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09, any security therefor shall be released
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(iv) any Lien or security interest granted to, or in favor of,
an L/C Issuer or any Secured Party or Agent as security for any of the Guaranteed Obligations shall fail to be perfected; or (v)
the release of any other Guarantor pursuant to Section 11.09. The Guarantors hereby expressly waive diligence, presentment, demand
of payment, invalidity or enforceability of Guaranteed Obligations, amendments or waivers of any Guaranteed Obligations, non-perfection
of any Collateral and any other circumstance that might constitute a defense of the Borrower or the Guarantors, protest and, to
the extent permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy
or proceed against the Borrower under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein
or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors
waive, to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of
any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of
this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted
or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively
presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute,
irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations
at any time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall
not be conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy
against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed
Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall
remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors
and assigns thereof, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding
that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. Section 11.03Reinstatement.
The obligations of the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason
any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be
otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise. Section 11.04Subrogation; Subordination. Each Guarantor hereby agrees that until the payment and satisfaction
in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement
it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by
it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of
the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness of any Loan Party to any Person
that is not a Loan Party permitted pursuant to Section 7.03(b)(ii) or 7.03(d) shall be subordinated to such Loan Party’s
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Section 11.05Remedies. The Guarantors jointly and severally
agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and the Notes, if any,
may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due
and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding any stay, injunction
or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the
Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable),
such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for
purposes of Section 11.01. Section 11.06Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee
in this Article XI constitutes an instrument for the payment of money, and consents and agrees that any Secured Party or Agent,
at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right
to bring a motion-action under New York CPLR Section 3213. Section 11.07Continuing Guarantee. The guarantee in this Article XI
is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising. Section 11.08General Limitation
on Guarantee Obligations. In any action or proceeding involving any state corporate, limited partnership or limited liability company
law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors
generally, if the obligations of any Subsidiary Guarantor under Section 11.01 would otherwise be held or determined to be void,
voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability
under Section 11.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any
further action by such Subsidiary Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest
amount (after giving effect to the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated
to the claims of other creditors as determined in such action or proceeding. Section 11.09Release of Guarantors. If, in compliance
with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Subsidiary
Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party or (ii) any Subsidiary Guarantor
becomes an Excluded Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred
Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically
released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant
any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity
Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral
Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents
as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release
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Section 11.09 in accordance with the relevant provisions of
the Collateral Documents; provided, that no Guarantor shall be released as provided in this paragraph if such Guarantor continues
to be a guarantor in respect of the 2021 Notes, the 2024 Notes, any Indebtedness incurred pursuant to Section 7.03(s) or (x), or
any Permitted Refinancing of any of the foregoing. When all Commitments hereunder have terminated (other than (A) contingent indemnification
obligations, (B) obligations and liabilities under ABL Secured Hedge Agreements as to which arrangements satisfactory to the applicable
Hedge Bank shall have been made and (C) obligations and liabilities under ABL Secured Treasury Services Agreements as to which
arrangements satisfactory to the applicable Cash Management Bank shall have been made), and all Loans or other Obligation hereunder
which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit
the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of
credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the Guarantees made herein
shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment pursuant
to the terms of this Agreement. Section 11.10Right of Contribution. Each Guarantor hereby agrees that to the extent that a Subsidiary
Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Subsidiary Guarantor shall be entitled
to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such
payment. Each Subsidiary Guarantor’s right of contribution shall be subject to the terms and conditions of Section 11.04.
The provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any Subsidiary Guarantor to the
Administrative Agent, the L/C Issuer, the Swing Line Lender and the Secured Parties, and each Subsidiary Guarantor shall remain
liable to the Administrative Agent, the L/C Issuer, the Swing Line Lender and the Secured Parties for the full amount guaranteed
by such Subsidiary Guarantor hereunder. Section 11.11Keepwell. Each Guarantor that is a Qualified ECP Guarantor at the time the
Guarantee or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective
with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide
such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified
Loan Party from time to time to honor all of its Guaranteed Obligations under this Agreement and the other Loan Documents in respect
of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without
rendering such Qualified ECP Guarantor’s obligations and undertakings under this Section 11.11 voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings
of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the payment in full of the Obligations.
Each Qualified ECP Guarantor intends this Section 11.11 to constitute, and this Section 11.11 shall be deemed to constitute, a
“keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity
Exchange Act. Section 11.12Excluded Swap Obligations Limitation. Notwithstanding anything in this Article XI to the contrary, no
Guarantor shall be required to make any payment pursuant to this Guarantee to any party, and the right of set-off provided in Section
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10.09 shall not apply with respect to any Guarantor, in each
case, with respect to Excluded Swap Obligations, if any, of such Guarantor. [Signature Pages Intentionally Removed] -187-