Exhibit 10.4


 


Execution Version


 


 



 


ABL CREDIT AGREEMENT


 


Dated as of August 6, 2019


 


Among


 


HC GROUP HOLDINGS II, LLC,


until the consummation of the Debt Assumption,
as the Initial Borrower,


 


BIOSCRIP, INC.,


upon the consummation of the Debt Assumption,
as the Parent Borrower,


 


THE OTHER BORROWERS PARTY HERETO FROM TIME
TO TIME,


 


THE GUARANTORS PARTY HERETO FROM TIME TO
TIME,


 


BANK OF AMERICA, N.A.,


as Administrative Agent, Swing Line Lender
and Issuing Bank,


 


THE OTHER LENDERS PARTY HERETO FROM TIME
TO TIME,


 


BANK OF AMERICA, N.A.,


and


ACF FINCO I LP


as Joint Lead Arranger and Joint Lead Bookrunner,


 


 



 




     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	Article I. DEFINITIONS AND ACCOUNTING TERMS	1
	 	 	 
	Section 1.01	Defined Terms	1
	Section 1.02	Other Interpretive Provisions	66
	Section 1.03	Accounting Terms	68
	Section 1.04	Rounding	68
	Section 1.05	References to Agreements, Laws, Etc.	68
	Section 1.06	Times of Day	68
	Section 1.07	Timing of Payment or Performance	68
	Section 1.08	Pro Forma Calculations	69
	Section 1.09	Currency Generally	71
	Section 1.10	Letters of Credit.	72
	 	 
	Article II. THE COMMITMENTS AND CREDIT EXTENSIONS	72
	 	 	 
	Section 2.01	Revolving Credit Commitments	72
	Section 2.02	Loans and Borrowings	74
	Section 2.03	Letters of Credit	75
	Section 2.04	Swing Line Loans	80
	Section 2.05	Prepayments	81
	Section 2.06	Termination or Reduction of Commitments	83
	Section 2.07	Repayment of Loans	83
	Section 2.08	Interest	83
	Section 2.09	Fees	84
	Section 2.10	Computation of Interest and Fees	85
	Section 2.11	Evidence of Indebtedness	85
	Section 2.12	Payments Generally	86
	Section 2.13	Sharing of Payments	87
	Section 2.14	Incremental Facilities	88
	Section 2.15	Interest Elections	90
	Section 2.16	Extension of Revolving Credit Loans	91
	Section 2.17	Defaulting Lenders	92
	Section 2.18	Co-Borrowers	94
	Section 2.19	Cash Management	96
	 	 
	Article III. TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY	97
	 	 	 
	Section 3.01	Taxes	97
	Section 3.02	Illegality	100
	Section 3.03	Inability to Determine Rates	100
	Section 3.04	Increased Cost and Reduced Return; Capital Adequacy; Eurocurrency Rate Loan Reserves	101
	Section 3.05	Funding Losses	102
	Section 3.06	Matters Applicable to All Requests for Compensation	102
	Section 3.07	Replacement of Lenders under Certain Circumstances	104
	Section 3.08	Survival	106
	 	 
	Article IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	106
	 	 	 
	Section 4.01	Conditions to Initial Credit Extension	106
	Section 4.02	Conditions to All Credit Extensions after the Closing Date	108


 




    	-i-



     


    

 


	 	Page
	 	 
	Article V. REPRESENTATIONS AND WARRANTIES	109
	 	 	 
	Section 5.01	Existence, Qualification and Power; Compliance with Laws	109
	Section 5.02	Authorization; No Contravention	109
	Section 5.03	Governmental Authorization; Other Consents	110
	Section 5.04	Binding Effect	110
	Section 5.05	Financial Statements; No Material Adverse Effect	110
	Section 5.06	Litigation	110
	Section 5.07	Ownership of Property; Liens	110
	Section 5.08	Environmental Matters	111
	Section 5.09	Taxes	111
	Section 5.10	ERISA Compliance	111
	Section 5.11	Subsidiaries; Equity Interests	112
	Section 5.12	Margin Regulations; Investment Company Act	112
	Section 5.13	Disclosure	112
	Section 5.14	Labor Matters	113
	Section 5.15	Intellectual Property; Licenses, Etc.	113
	Section 5.16	Solvency	113
	Section 5.17	[Reserved]	113
	Section 5.18	USA Patriot Act, FCPA and OFAC	113
	Section 5.19	Collateral Documents	114
	Section 5.20	EEA Financial Institution and Covered Party	114
	Section 5.21	Accounts	114
	Section 5.22	Borrowing Base Calculation	114
	 	 
	Article VI. AFFIRMATIVE COVENANTS	114
	 	 	 
	Section 6.01	Financial Statements	115
	Section 6.02	Certificates; Other Information	116
	Section 6.03	Notices	118
	Section 6.04	Payment of Taxes	119
	Section 6.05	Preservation of Existence, Etc.	119
	Section 6.06	Maintenance of Properties	119
	Section 6.07	Maintenance of Insurance	119
	Section 6.08	Compliance with Laws	120
	Section 6.09	Books and Records	120
	Section 6.10	Inspection Rights	120
	Section 6.11	Additional Collateral; Additional Guarantors	120
	Section 6.12	Compliance with Environmental Laws	122
	Section 6.13	Further Assurances	122
	Section 6.14	Designation of Subsidiaries	122
	Section 6.15	[Reserved]	122
	Section 6.16	Use of Proceeds	122
	Section 6.17	Post-Closing Matters	122
	Section 6.18	Specified Beta Vendor Financing Statements	123
	Section 6.19	Fiscal Year	123
	Section 6.20	Inventory	123
	 	 
	Article VII. NEGATIVE COVENANTS	123
	 	 	 
	Section 7.01	Liens	124
	Section 7.02	[Reserved]	129
	Section 7.03	Indebtedness, Disqualified Equity Interests and Preferred Stock	129
	Section 7.04	Fundamental Changes	134
	Section 7.05	Dispositions	135


 




    	-ii-



     


    

 


	 	Page
	 	 
	Section 7.06	Restricted Payments	138
	Section 7.07	Change in Nature of Business	142
	Section 7.08	Transactions with Affiliates	143
	Section 7.09	Burdensome Agreements	146
	Section 7.10	[Reserved]	147
	Section 7.11	Financial Covenant	147
	Section 7.12	[Reserved]	147
	Section 7.13	Modifications of Terms of Junior Financing	147
	Section 7.14	Restrictions Prior to Satisfaction of Specified Post-Closing Undertaking	147
	 	 
	Article VIII. EVENTS OF DEFAULT AND REMEDIES	148
	 	 	 
	Section 8.01	Events of Default	148
	Section 8.02	Remedies Upon Event of Default	150
	Section 8.03	Application of Funds	151
	Section 8.04	Right to Cure.	152
	 	 
	Article IX. ADMINISTRATIVE AGENT AND OTHER AGENTS	153
	 	 	 
	Section 9.01	Appointment and Authority	153
	Section 9.02	Rights as a Lender	153
	Section 9.03	Exculpatory Provisions	153
	Section 9.04	Reliance by Administrative Agent	154
	Section 9.05	Delegation of Duties	155
	Section 9.06	Resignation of Administrative Agent	155
	Section 9.07	Non-Reliance on Administrative Agent and Other Lenders	156
	Section 9.08	No Other Duties, Etc.	156
	Section 9.09	Administrative Agent May File Proofs of Claim; Credit Bidding.	156
	Section 9.10	Collateral and Guaranty Matters	157
	Section 9.11	Secured Cash Management Agreements and Secured Hedge Agreements	158
	Section 9.12	Withholding Tax Indemnity	159
	Section 9.13	Indemnification by the Lenders	159
	Section 9.14	Certain ERISA Matters.	159
	 	 
	Article X. MISCELLANEOUS	161
	 	 	 
	Section 10.01	Amendments, Etc.	161
	Section 10.02	Notices and Other Communications; Facsimile Copies	164
	Section 10.03	No Waiver; Cumulative Remedies	165
	Section 10.04	Attorney Costs and Expenses	166
	Section 10.05	Indemnification by the Borrowers	167
	Section 10.06	Payments Set Aside	168
	Section 10.07	Successors and Assigns	168
	Section 10.08	Confidentiality	172
	Section 10.09	Setoff	173
	Section 10.10	Interest Rate Limitation	173
	Section 10.11	Counterparts; Electronic Execution of Assignments and Certain Other Documents	174
	Section 10.12	Integration	174
	Section 10.13	Survival of Representations and Warranties	174
	Section 10.14	Severability	175
	Section 10.15	GOVERNING LAW	175
	Section 10.16	WAIVER OF RIGHT TO TRIAL BY JURY	175
	Section 10.17	Binding Effect	176
	Section 10.18	USA Patriot Act	176
	Section 10.19	No Advisory or Fiduciary Responsibility	176
	Section 10.20	Intercreditor Agreements	177


 




    	-iii-



     


    

 


	 	Page
	 	 
	Section 10.21	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	177
	Section 10.22	Acknowledgement Regarding Any Supported QFCs.	177
	 	 
	Article XI. GUARANTEE	178
	 	 	 
	Section 11.01	The Guarantee	178
	Section 11.02	Obligations Unconditional	179
	Section 11.03	Reinstatement	180
	Section 11.04	Subrogation; Subordination	180
	Section 11.05	Remedies	180
	Section 11.06	Instrument for the Payment of Money	180
	Section 11.07	Continuing Guarantee	180
	Section 11.08	General Limitation on Guarantee Obligations	180
	Section 11.09	Release of Guarantors	181
	Section 11.10	Right of Contribution	181
	Section 11.11	Keepwell	181
	Section 11.12	Independent Obligation	182


 


SCHEDULES


 


	I	Guarantors
	1.01A	Commitments
	1.01E	Existing Investments
	1.01F	Existing Letters of Credit
	4.01	Collateral Documents
	5.06	Litigation
	5.07	Ownership of Property, Liens
	5.09	Taxes
	5.11	Subsidiaries and Other Equity Investments
	6.17	Post-Closing Matters
	6.18	Specified Beta Vendor Financing Statements
	7.01(b)	Existing Liens
	7.03(b)	Existing Indebtedness
	7.05	Dispositions
	7.08	Existing Agreements
	7.09 	Existing Restrictions
	10.02	Administrative Agent’s Office, Certain Addresses for Notices


 


EXHIBITS


 


	 	Form of
	 	 
	A	Committed Loan Notice
	B	Swing Line Loan Notice
	C-1	Revolving Credit Note
	C-2	Swing Line Note
	D-1	Form of Collateral Access Agreement 
	D-2	Compliance Certificate
	D-3	Solvency Certificate
	E	Assignment and Assumption
	F	Security Agreement
	G	Intercompany Note


 




    	-iv-



     


    

 


	H-1	Guarantor Joinder Agreement
	H-2	Borrower Joinder Agreement
	I	United States Tax Compliance Certificate
	J	[Reserved]
	K	[Reserved]
	L	[Reserved]
	M	ABL Intercreditor Agreement
	N	Borrowing Base Certificate


 




    	-v-



     


    

 


ABL CREDIT AGREEMENT


 


This ABL CREDIT AGREEMENT
is entered into as of August 6, 2019, among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability
company (“Merger Sub 2” through the consummation of the Merger, and immediately after the consummation of the
Merger and the effectiveness of this Agreement until the consummation of the Debt Assumption, the “Initial Borrower”),
BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the
“Parent Borrower”), the other Borrowers party hereto from time to time, the Guarantors party hereto from time
to time, BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender, and each lender from time to time
party hereto (collectively, the “Lenders” and individually, a “Lender”).


 


PRELIMINARY STATEMENTS


 


Prior to the date hereof,
the Company has formed Beta Sub, Inc., a Delaware corporation, a direct wholly-owned domestic subsidiary of the Company (“Merger
Sub 1”) and Merger Sub 2, a direct wholly-owned domestic subsidiary of the Company. On the Closing Date, pursuant to
that certain Agreement and Plan of Merger, dated as of March 14, 2019 (together with the exhibits and disclosure schedules thereto,
as amended, modified, supplemented or waived, the “Merger Agreement”), among the Company, Merger Sub 1, Merger
Sub 2, HC Group Holdings II, Inc., a Delaware corporation (“Omega”), HC Group Holdings I, LLC, a Delaware limited
liability company (“Omega Parent”), and HC Group Holdings III, Inc., a Delaware corporation (“Omega
III”) (solely for purposes of Section 7.3(b) thereof), (A) Merger Sub 1 merged with and into Omega with Omega as the
surviving entity and (B) Omega merged with and into Merger Sub 2, with Merger Sub 2 surviving such merger (such mergers collectively
referred to herein as the “Merger”).


 


The Initial Borrower
has requested that, in connection with and immediately after the consummation of the Merger and the effectiveness of this Agreement,
the Lenders extend credit to the Initial Borrower in the form of an asset-based revolving credit facility established hereunder
with initial commitments of $150,000,000.


 


The proceeds of the
Initial Revolving Borrowing (to the extent permitted in accordance with the definition of the term “Permitted Initial Revolving
Credit Borrowing Purposes”), together with (i) a portion of the cash on hand at Omega and its Subsidiaries and the Company
and its Subsidiaries, (ii) the proceeds of the First Lien Loans in an initial aggregate principal amount of $925,000,000 and (iii)
the proceeds of the Second Lien Notes in an initial aggregate principal amount of $400,000,000 under the Second Lien Notes Indenture,
will be used on the Closing Date by the Borrowers (a) to consummate the Closing Date Refinancing, (b) to pay the Transaction Expenses
and (c) to finance upfront fees and OID with respect to the Facilities. In addition, Letters of Credit may be issued on the Closing
Date to backstop or replace existing letters of credit, guarantees and performance and similar bonds outstanding on the Closing
Date.


 


The Lenders have indicated
their willingness to lend and the Issuing Banks have indicated their 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:


 


“20-Day Specified
Availability” means, on a given date, the quotient obtained by dividing (a) the sum of each day’s Specified Availability
during the twenty (20) consecutive day period immediately preceding such date by (b) twenty (20).


 




     


     


    

 


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


 


“ABL Intercreditor
Agreement” means either (a) the ABL Intercreditor Agreement, dated as of the Closing Date, among the Administrative Agent,
the First Lien Agent, the Second Lien Collateral Agent and acknowledged and agreed by the Loan Parties, substantially in the form
of Exhibit M hereto or (b) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative
Agent and the Administrative Borrower, which agreement shall provide that the Liens on the ABL Priority Collateral securing the
Obligations shall rank senior to the Liens on the ABL Priority Collateral securing the First Lien Obligations and the Second Lien
Obligations and the Liens on the Term Loan Priority Collateral securing the Obligations shall rank junior to the Liens on the Term
Loan Priority Collateral securing the First Lien Obligations and the Second Lien Obligations, in each case with such modifications
thereto as the Administrative Agent and the Administrative Borrower may agree.


 


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


 


“Acceptable
Document of Title” means with respect to any Inventory, a tangible bill of lading or other document of title that (a)
is issued to the order of a Loan Party or, if so requested by the Administrative Agent solely with respect to negotiable documents
of title, to the order of the Administrative Agent, (b) is subject to the first-priority security interest of the Administrative
Agent (subject only to First Priority Priming Liens) and (c) is on terms otherwise reasonably acceptable to the Administrative
Agent.


 


“Account”
means an “account” as such term is defined in Article 9 of the UCC and any and all supporting obligations in respect
thereof.


 


“Account Control
Agreement” means a “control agreement” in form and substance reasonably acceptable to the Administrative
Agent and the Administrative Borrower and containing terms regarding the treatment of all cash and other amounts on deposit in
the respective deposit account governed by such Account Control Agreement consistent with the requirements of Section 2.19 and
in the case of any deposit account holding Eligible Cash, the requirements set forth in the definition of such term.


 


“Account Debtor”
means each Person who is obligated on an Account.


 


“ACF”
means ACF Finco I LP.


 


“Acquired
Asset Borrowing Base” has the meaning specified in the definition of Borrowing Base.


 


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


 


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


 


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


 


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


 


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


 




    	 	-2-	 



     


    

 


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


 


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


 


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


 


“Affiliate”
means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or
is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly
or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings
correlative thereto. For the avoidance of doubt, none of the Arranger, the Agents or their respective lending affiliates or any
entity acting as an Issuing Bank hereunder shall be deemed to be an Affiliate of any Borrower or any of their respective Subsidiaries.


 


“Agent Advance”
has the meaning specified in Section 2.01(d).


 


“Agent Advance
Period” has the meaning specified in Section 2.01(d).


 


“Agent Deposit
Account” has the meaning specified in Section 2.19(c).


 


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


 


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


 


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


 


“Agents”
means, collectively, the Administrative Agent, the Arrangers and the Bookrunners.


 


“Aggregate
Exposure” means with respect to any Lender, as of any date of determination, the sum of (a) the aggregate principal amount
of all Revolving Credit Loans of such Lender as of such date plus (b) the LC Exposure of such Lender as of such date plus
(c) the Swing Line Exposure of such Lender as of such date.


 


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


 




    	 	-3-	 



     


    

 


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


 


“Annual Financial Statements”
means the Beta Annual Financial Statements and the Omega Annual Financial Statements.


 


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


 


“Applicable
Rate” means initially a rate per annum equal to in the case of Loans maintained as (A) Base Rate Loans, the applicable
rate per annum set forth in Level II of the below pricing grid and (B) Eurocurrency Rate Loans, the applicable rate per annum set
forth in Level II of the below pricing grid, in each case, until the date of the delivery of the first Quarterly Pricing Certificate
in accordance with the first sentence of the following paragraph (each, a “Start Date”), commencing with the
Quarterly Pricing Certificate delivered with respect to the fiscal quarter ending December 31, 2019. From and after the first Start
Date to and including the applicable End Date described below, the Applicable Rates for such Type of Loans shall be those set forth
below opposite the Historical Excess Availability indicated to have been achieved in any certificate delivered in accordance with
the first sentence of the following paragraph:


 


	Level	 	Historical Excess Availability as a

    percentage of the Line Cap	 	Applicable Rate for

    Eurocurrency

    Rate Loans	 	Applicable Rate for Base

    Rate Loans
	I	 	Greater than or equal to 66.66%	 	2.25%	 	1.25%
	II	 	Less than 66.66%, but greater than or equal to 33.33%	 	2.50%	 	1.50%
	III	 	Less than 33.33%	 	2.75%	 	1.75%


 


The Historical Excess
Availability used in a determination of the Applicable Rates shall be determined based on the delivery by the Administrative Borrower
of a certificate of a Responsible Officer of the Administrative Borrower (each, a “Quarterly Pricing Certificate”)
to the Administrative Agent (with a copy to be sent by the Administrative Agent to each Lender), within fifteen (15) Business Days
after the last day of each fiscal quarter, which Quarterly Pricing Certificate shall set forth the calculation of the Historical
Excess Availability as at the last day of the fiscal quarter ended immediately prior to the relevant Start Date. The Applicable
Rates so determined shall apply, except as set forth in the succeeding sentence, from and including the relevant Start Date to
but excluding the earlier of (x) the date on which the next Quarterly Pricing Certificate is delivered to the Administrative Agent
and (y) the date which is fifteen (15) Business Days following the last day of the fiscal quarter in which the previous Start Date
occurred (such earlier date, the “End Date”), at which time, if no Quarterly Pricing Certificate has been delivered
to the Administrative Agent (and thus commencing a new Start Date), the Applicable Rates shall be those that correspond to a Historical
Excess Availability at Level III above (such Applicable Rates as so determined, the “Highest Applicable Rates”)
and the Highest Applicable Rates shall apply until a Quarterly Pricing Certificate is delivered to the Administrative Agent (and
thus commencing a new Start Date). Notwithstanding anything to the contrary contained above in this definition, (a) the Applicable
Rates shall be the Highest Applicable Rates at all times during which there shall exist a Specified Event of Default (provided,
upon the cure or waiver of such Event of Default, the Applicable Rate shall be determined in accordance with the above pricing
grid based on the most recently delivered Quarterly Pricing Certificate from and after the day immediately following the date such
Event of Default is cured or waived), (b) from and after the most recent Incremental Facility Closing Date for any Incremental
Amendment pursuant to which the Applicable Rates have been increased above the Applicable Rates in effect immediately prior to
such Incremental Facility Closing Date, the Applicable Rates shall be increased to those respective percentages per annum set forth
in the applicable Incremental Amendment and (c) from and after any Extension, with respect to any Extended Revolving Credit Commitments,
the Applicable Rates specified for such Extended Revolving Credit Commitments shall be those specified in the applicable definitive
documentation thereof.


 




    	 	-4-	 



     


    

 


“Appropriate
Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class of Loans, (b) with respect
to Letters of Credit, (i) the relevant Issuing Bank(s) and (ii) the Revolving Credit Lenders and (c) with respect to Swing Line
Loans, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit
Lenders.


 


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


 


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


 


“Arranger”
means each of Bank of America, N.A. and ACF, each in its capacity as a joint lead arranger under this Agreement.


 


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


 


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


 


“Assignment
of Claims Act” has the meaning specified in paragraph (g) of the definition of “Eligible Accounts”.


 


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


 


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


 


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


 


“Auto Renewal
Letter of Credit” has the meaning specified in Section 2.03(c).


 


“Available
Currency” means Dollars, Pounds Sterling, Euros and to the extent agreed by the Administrative Agent and each Revolving
Credit Lender, other freely tradeable currencies to be agreed.


 


“Availability
Period” means (a) with respect to the Revolving Credit Facility, the period from and including the Closing Date to but
excluding the earlier of (i) the Maturity Date and (ii) the date of termination of the Revolving Credit Commitments, and (b) with
respect to Extended Revolving Credit Commitments, the period from and including the effective date of the Extension Amendment applicable
to such Extended Revolving Credit Commitments but excluding the earlier of (i) the final maturity date thereof as specified in
the applicable Extension Offer accepted by the respective Lender or Lenders and (ii) the date of termination of the such Extended
Revolving Credit Commitments.


 


“Average Facility
Balance” means for any period for any Facility, the amount obtained by dividing the Aggregate Exposure for all Lenders
under such Facility at the end of each day for the period in question by the number of days in such period.


 


“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.


 




    	 	-5-	 



     


    

 


“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.


 


“Bank Product
Reserve” means a reserve equal to the aggregate amount of Secured Obligations in respect of any Noticed Hedge, up to
the Swap Termination Value thereunder, as specified by the applicable Qualified Counterparty and the Administrative Borrower in
writing to Administrative Agent, which amount may be increased or decreased with respect to any existing Secured Hedge Agreement
at any time by further written notice from such Hedge Bank and the Administrative Borrower to the Administrative Agent.


 


“Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding or
a corporate statutory arrangement proceeding having similar effect, is subject to, or any Person that directly or indirectly controls
such Person is subject to, a forced liquidation, or has had a receiver, interim receiver, receiver and manager, conservator, trustee,
administrator, custodian, monitor, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation
of its business appointed for it or any substantial part of its assets, or, in the good faith determination of the Administrative
Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment; provided, that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, so long as such ownership interest
does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from the enforcement
of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 


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


 


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


 


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


 


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


 


“Beta Annual
Financial Statements” means the audited consolidated statements of operations, shareholders’ equity and cash flows
of the Company for the fiscal years ended December 31, 2016, December 31, 2017, and December 31, 2018, and the related audited
consolidated balance sheets as of the end of such fiscal years.


 


“Beta Entities”
means the Company and its Subsidiaries that are Subsidiaries of the Company prior to giving effect to the Transactions.


 


“Beta Material
Adverse Effect” means a “Beta Material Adverse Effect” as defined in the Merger Agreement.


 


“Beta Quarterly
Financial Statements” means the unaudited consolidated statement of operations of the Company for the fiscal quarters
ending March 31, 2018, June 30, 2018, September 30, 2018, and March 31, 2019 and the related unaudited consolidated balance sheet
as of the end of such fiscal quarters.


 




    	 	-6-	 



     


    

 


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


 


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


 


“Bookrunner”
means each of Bank of America, N.A. and ACF, each in its capacity as a joint lead bookrunner.


 


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


 


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


 


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


 


“Borrowing”
means a Revolving Credit Borrowing, a Swing Line Borrowing or an Agent Advance, as the context may require.


 


“Borrowing
Base” means as of any date of calculation, the amount calculated pursuant to the Borrowing Base Certificate most recently
delivered to the Administrative Agent in accordance with Section 6.02(f) or Section 4.01(x), equal to, without duplication,
the sum of:


 


(a)          the
lesser of (i) 85.0% of the NOLV of Eligible Inventory of each Loan Party and (ii) 75% of the book value of Eligible Inventory of
each Loan Party (which, in the case of both clauses (i) and (ii), shall take into account purchase price variances and shrinkage);
provided that Eligible Inventory included in the Borrowing Base pursuant to this clause (a) shall not exceed 30% of the
Borrowing Base (after giving effect to the inclusion of such acquired Eligible Inventory); plus


 


(b)          85%
of the Eligible Accounts of each Loan Party; plus


 


(c)          100%
of Eligible Cash of each Loan Party; minus


 


(d)          the
Eligible Reserves.


 




    	 	-7-	 



     


    

 


Notwithstanding the
foregoing, any Eligible Inventory and Eligible Accounts acquired by a Loan Party in a Permitted Acquisition or other permitted
Investment may be immediately included in the Borrowing Base notwithstanding that the Administrative Agent has not completed a
reasonably satisfactory field examination and inventory appraisal in respect of such Eligible Inventory and Eligible Accounts subject
to the following limitations (which shall not apply to the extent such acquired Eligible Inventory and Eligible Accounts contribute
an amount less than 10% of the Borrowing Base prior to giving effect to any such acquired Eligible Inventory and Eligible Accounts):
the portion of the Borrowing Base that may be attributable to such acquired Eligible Inventory and Eligible Accounts shall be limited
to the lesser of (a) 20% of the Borrowing Base (after giving effect to the inclusion of such acquired Eligible Inventory and
Eligible Accounts) and (b) (i) for each Borrowing Base Certificate that is delivered on or after the date that such Permitted Acquisition
or permitted Investment is consummated and prior to the date that is ninety (90) days after the date such Permitted Acquisition
or permitted Investment is consummated, the sum of (x) 70% of the Eligible Accounts acquired in such Permitted Acquisition
or permitted Investment and (y) 70% of the NOLV of the Eligible Inventory acquired in such Permitted Acquisition or permitted
Investment and (ii) for each subsequent Borrowing Base Certificate that is delivered on or after the date that is ninety (90)
days after such Permitted Acquisition or permitted Investment is consummated and on or before the date that is one hundred eighty
(180) days after such Permitted Acquisition or permitted Investment is consummated (or such later date that as may be agreed to
by the Administrative Agent in its Permitted Discretion), the sum of (x) 55% of the Eligible Accounts acquired in such Permitted
Acquisition or permitted Investment and (y) 55% of the NOLV of the Eligible Inventory acquired in such Permitted Acquisition
or permitted Investment ((i) or (ii), as applicable, the “Acquired Asset Borrowing Base”). To the extent that
the Administrative Agent has not completed, at the Borrowers’ expense, a field examination and inventory appraisal reasonably
satisfactory to the Administrative Agent within one hundred eighty (180) days of the acquisition of such Eligible Inventory and
Eligible Accounts (or such longer period as the Administrative Agent may reasonably agree) such Inventory and Accounts will cease
to be eligible for inclusion in the Borrowing Base. The Administrative Agent shall have the right (but not the obligation) to review
such computations and if the Administrative Agent shall have reasonably determined in its Permitted Discretion that such computations
have not been calculated in accordance with the terms of this Agreement, the Administrative Agent shall have the right to correct
any such errors. For the avoidance of doubt, prior to the date of closing of any such Permitted Acquisition or permitted Investment,
no portion of the Acquired Asset Borrowing Base shall be included in the Borrowing Base for purposes of determining the Line Cap
for purposes of a Borrowing. Notwithstanding the foregoing, in no event shall any property of the Company or any other Beta Entities
be included in the Borrowing Base unless and until the Specified Post-Closing Undertaking has been satisfied in accordance with
Section 6.18, at which point the inclusion of such property in the Borrowing Base shall be subject to receipt by the Administrative
Agent of a field examination and inventory appraisal reasonably satisfactory to the Administrative Agent.


 


“Borrowing
Base Certificate” has the meaning specified in Section 6.02(f).


 


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


 


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


 


“Canadian
Dollars” means the lawful currency of Canada.


 


“Capital Expenditures”
means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events
all amounts expended or capitalized under Capitalized Leases) by the Borrowers and the Restricted Subsidiaries during such period
that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash
flows of the Parent Borrower and its Restricted Subsidiaries. Notwithstanding the foregoing, Capital Expenditures shall not include:


 


(a)          expenditures
made with tenant allowances received by the Parent Borrower or any of its Restricted Subsidiaries from landlords in the ordinary
course of business and subsequently capitalized;


 


(b)          any
amounts spent in connection with permitted Investments, Permitted Acquisitions and expenditures made in connection with the Transactions;


 


(c)          expenditures
financed with the proceeds of an issuance of Equity Interests of the Parent Borrower or any direct or indirect parent thereof,
or a capital contribution to any Borrower;


 




    	 	-8-	 



     


    

 


(d)          expenditures
that are accounted for as capital expenditures by the Parent Borrower or any of its Restricted Subsidiaries and that actually are
paid for by a Person other than the Parent Borrower or any of its Restricted Subsidiaries to the extent neither the Parent Borrower
nor any of its Restricted Subsidiaries has provided or is required to provide or incur, directly or indirectly, any consideration
or obligation to such Person or any other Person (whether before, during or after such period);


 


(e)          any
expenditures which are contractually required to be, and are, advanced or reimbursed to the Parent Borrower or any of its Restricted
Subsidiaries in cash by a third party (including landlords) during such period of calculation;


 


(f)          the
book value of any asset owned by the Parent Borrower or any of its Restricted Subsidiaries prior to or during such period to the
extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning
to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided
that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a capital expenditure during
the period in which such expenditure actually is made and (ii) such book value shall have been included in capital expenditures
when such asset was originally acquired;


 


(g)          that
portion of interest on Indebtedness incurred for capital expenditures which is paid in cash and capitalized in accordance with
GAAP;


 


(h)          expenditures
made in connection with the replacement, substitution, restoration, upgrade, development or repair of assets to the extent financed
with (x) insurance or settlement proceeds paid on account of the loss of or damage to the assets being replaced, substituted, restored,
upgraded, developed or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the
assets being replaced;


 


(i)          in
the event that any equipment is purchased substantially simultaneously with the trade-in of existing equipment, the gross amount
of the credit granted by the seller of such equipment for the equipment being traded in at such time; or


 


(j)          expenditures
relating to the construction, acquisition, replacement, reconstruction, development, refurbishment, renovation or improvement of
any property which has been transferred to a Person other than the Parent Borrower or any of its Restricted Subsidiaries during
the same fiscal year in which such expenditures were made pursuant to a sale-leaseback transaction to the extent of the cash proceeds
received by the Parent Borrower or any of its Restricted Subsidiaries pursuant to such sale-leaseback transaction that are not
required to prepay funded Indebtedness.


 


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


 


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


 


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


 


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


 




    	 	-9-	 



     


    

 


“Cash Collateral”
has the meaning specified in Section 2.17(c).


 


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


 


“Cash Collateralize”
has the meaning specified in Section 2.17(c).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-10-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Cash Management
Agreement” means any agreement between any Borrower or any of its Restricted Subsidiaries and any Qualified Counterparty
relating to Cash Management Services.


 


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


 


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


 


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


 


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


 




    	 	-11-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Class”
means (a) when used with respect to Lenders, refers to whether such Lender has a Loan or Commitment with respect to a particular
Class of Loans or Commitments, (b) when used with respect to Revolving Credit Commitments, refers to whether such Revolving Credit
Commitments are Initial Revolving Credit Commitments, Incremental Revolving Commitments (of the same tranche) or Extended Revolving
Credit Commitments (of the same tranche) and (c) when used with respect to Loans or a Borrowing, refers to whether such Loan or
the Loans comprising such Borrowing, are Revolving Credit Loans under the Initial Revolving Credit Commitments, Extended Revolving
Credit Loans (of the same tranche) or Incremental Revolving Credit Loans (of the same tranche). Revolving Credit Loans under the
Initial Revolving Credit Commitments, Extended Revolving Credit Loans (of the same tranche) or Incremental Revolving Credit Loans
(or the same tranche) (together with the respective Commitments in respect thereof) shall, at the election of the Parent Borrower,
be construed to be in different Classes.


 




    	 	-12-	 



     


    

 


“Closing Date”
means August 6, 2019.


 


“Closing Date
Refinancing” means (A) all existing Indebtedness for borrowed money of (I) the Company and its subsidiaries pursuant
to: (i) that certain First Lien Note Purchase Agreement, dated as of June 29, 2017, among the Company, as issuer, the purchasers
party thereto from time to time and Wells Fargo Bank, National Association, as collateral agent, (ii) that certain Second Lien
Note Purchase Agreement, dated as of June 29, 2017, among the Company, as issuer, the purchasers party thereto from time to time
and Wells Fargo Bank, National Association, as collateral agent and (iii) that certain Indenture, dated February 11, 2014, by and
among the Company, the guarantors named therein and U.S. Bank National Association, as trustee and (II) Omega pursuant to (i) that
certain Credit Agreement, dated as of April 7, 2015, by and among Omega III, as borrower, the lenders party thereto, Bank of America,
N.A., as administrative agent and the other parties thereto and (ii) that certain Indenture, dated as of April 7, 2015, among Omega
III, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent, will, in each
case be repaid or satisfied or discharged, and all related guaranties and security interests with respect thereto will be terminated
and released simultaneously concurrently with the initial funding of the Revolving Credit Loans (to the extent permitted in accordance
with the definition of the term “Permitted Initial Revolving Credit Borrowing Purposes”) the First Lien Loans and the
Second Lien Notes (or arrangements for such termination and release shall have been made) and (B) all outstanding Preferred Stock
issued by the Company will be redeemed for cash (the “Preferred Redemption Cash”) and/or converted into common
stock of the Company.


 


“CMS”
shall mean the Centers for Medicare & Medicaid Services of the United States Department of Health and Human Services.


 


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


 


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


 


“Collateral
Access Agreement” means a collateral access agreement substantially in the form of Exhibit D-1 (or such other
form as may be reasonably satisfactory to the Administrative Agent and the Administrative Borrower) with such amendments or modifications
as may be reasonably satisfactory to the Administrative Agent and the Administrative Borrower.


 


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


 


(a)          the
Administrative Agent shall have received each Collateral Document required to be delivered (i) on the Closing Date, pursuant to
Section 4.01(a)(v) (subject to the proviso at the end of such Section 4.01(a)) and (ii) at such time as may be designated
therein, pursuant to the Collateral Documents in Sections 2.18, 6.11 or 6.13, subject, in each case, to the limitations and
exceptions of this Agreement and the Collateral Documents, duly executed by each Loan Party party thereto;


 


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


 


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


 




    	 	-13-	 



     


    

 


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


 


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


 


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


 


No actions in any non-U.S.
jurisdiction or required by the Laws of any non-U.S. jurisdiction shall be required in order to create any security interests in
assets located or titled outside of the U.S. or to perfect such security interests, including any intellectual property registered
in any non-U.S. jurisdiction (it being understood that there shall be no security agreements or pledge agreements governed under
the Laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction, including with respect
to foreign intellectual property). Except as set forth in Section 2.19, the foregoing shall not require control agreements or perfection
by “control” (as defined in the UCC) (including deposit accounts or other bank accounts or securities accounts), other
than in respect of (x) promissory notes and other evidences of Indebtedness owed to a Loan Party and required to be pledged pursuant
to the Collateral Documents and (y) certificated Equity Interests of the Borrowers (other than the Parent Borrower) and wholly-owned
Restricted Subsidiaries that are Material Subsidiaries or Guarantors directly owned by any Borrower or by any Guarantor otherwise
required to be pledged pursuant to the provisions of clause (c) of this definition of “Collateral and Guarantee Requirement”
and not otherwise constituting an Excluded Asset. No Loan Party shall be required to comply with the Assignment of Claims Act,
or any similar statute, except to the extent provided in the definition of Eligible Accounts. The foregoing definition shall not
require nor shall it permit the Administrative Agent to enter into any source code escrow arrangement or register or apply to register
any intellectual property.


 


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


 




    	 	-14-	 



     


    

 


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


 


“Collection
Banks” has the meaning specified in Section 2.19(a).


 


“Commingled
Inventory” means Inventory of any Loan Party that is commingled (whether pursuant to a consignment, a toll manufacturing
agreement or otherwise) with Inventory of another Person (other than another Loan Party) at a location owned, leased or rented
by a Loan Party, but only to the extent that such Inventory of such Loan Party is not readily identifiable as separate from such
Inventory of such other Person.


 


“Commitment”
means a Revolving Credit Commitment.


 


“Commitment
Fee” means fees payable on the undrawn portion of the Revolving Credit Commitments pursuant to Section 2.09(c).


 


“Commitment
Fee Rate” means on any date, with respect to the initial Revolving Credit Commitments, the applicable rate per annum
set forth below based upon the Historical Average Utilization as of the last day of the fiscal quarter most recently ended for
which a Quarterly Pricing Certificate has been delivered; provided that until delivery of the Quarterly Pricing Certificate
delivered with respect to the fiscal quarter ending December 31, 2019, “Commitment Fee Rate” shall be the applicable
rate per annum set forth below in Level II:


 


	Level	 	Historical Average Utilization	 	Commitment Fee Rate
	I	 	≥ 50%	 	0.25%
	II	 	< 50%	 	0.375%


 


The Commitment Fee Rate shall be adjusted
quarterly on a prospective basis.


 


“Commitment
Parties” means Bank of America, N.A., the Arrangers, DDJ (as defined in the First Lien Credit Agreement), Ares Capital
Management LLC and the Initial MBD Lenders (as defined in the First Lien Credit Agreement).


 


“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 2.15, which, if in writing, shall be substantially in the form of Exhibit A
hereto or such other form as may be approved by the Administrative Agent and agreed by the Administrative Borrower (including any
form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent and agreed by
the Administrative Borrower), appropriately completed and signed by a Responsible Officer of the Administrative Borrower.


 


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


 


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


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit D-2 hereto.


 


“Compliance
Period” means any period (a) commencing on the date on which Specified Availability is less than the greater of (i) 10.0%
of the Line Cap (without giving effect to any increase thereof during an Agent Advance Period) at such time and (ii) $10,000,000
and (b) ending on the first date thereafter on which Specified Availability has been equal to or greater than the greater of (i)
10.0% of the Line Cap (without giving effect to any increase thereof during an Agent Advance Period) at such time and (ii) $10,000,000
for a period of twenty (20) consecutive calendar days.


 




    	 	-15-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(v)        the
amount of management, monitoring, consulting, transaction, advisory and other fees (including termination and exit fees) and indemnities
and expenses paid or accrued in such period under a Sponsor Management Agreement or other arrangement or otherwise in connection
with management, monitoring, consulting, transaction and advisory services provided by the Permitted Holders (or other Persons
with a similar interest) to such Person and its Subsidiaries (including with respect to any transaction fee payable in connection
with the Merger), payments by the Parent Borrower or any of its Restricted Subsidiaries to any of the Permitted Holders made for
any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including,
without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the board of
directors or a majority of the disinterested members of the board of directors of the Borrower in good faith and fees and expenses
paid to the outside directors of the Parent Borrower or their direct or indirect parent companies, in each case to the extent
otherwise permitted under Section 7.08, plus


 




    	 	-16-	 



     


    

 


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


 


(vii)      the
amount of “run rate” cost savings, synergies and operating expense reductions or other operating improvements (including,
in each case, as a result of any Specified Transaction) projected by the Administrative Borrower in good faith to result from
actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith
to be taken no later than twenty-four (24) months after the end of such period (calculated on a pro forma basis as though such
cost savings, operating expense reductions or other operating improvements and synergies had been realized on the first day of
such period for which Consolidated EBITDA is being determined and if such cost savings, operating expense reductions or other
operating improvements and synergies were realized during the entirety of such period), net of the amount of actual benefits realized
during such period from such actions; provided that such cost savings, operating expense reductions or other operating
improvements and synergies are reasonably identifiable and factually supportable in the good faith judgment of the Administrative
Borrower (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated
with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be
taken); provided the amounts under this clause (vii) in any Test Period together with any increase pursuant to Section
1.08(c)(E), in each case, other than related to the Transactions, shall in the aggregate not exceed 25.0% of Consolidated EBITDA
for such Test Period (calculated after giving effect to adjustments under this clause (vii) and all other applicable adjustments
pursuant to this definition of “Consolidated EBITDA”); plus


 


(viii)     [reserved];
plus


 


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


 


(x)         solely
for purposes of determining compliance with the Consolidated Fixed Charge Coverage Ratio required under Section 7.11, the Cure
Amount, if any, received by the Parent Borrower shall be included in Consolidated EBITDA pursuant to Section 8.04, plus


 


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


 


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


 


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


 




    	 	-17-	 



     


    

 


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


 


“Consolidated
Fixed Charge Coverage Ratio” means for any period, the ratio of (A)(i) Consolidated EBITDA, minus (ii) the aggregate
amount of all Capital Expenditures made by the Parent Borrower and its Restricted Subsidiaries during such period (other than Capital
Expenditures to the extent financed with the proceeds of any Disposition (other than the sale of inventory in the ordinary course
of business)), or the proceeds of any incurrence of Indebtedness (other than the incurrence of any Loans), but including Capital
Expenditures to the extent financed with proceeds of Loans), minus (iii) the aggregate amount of all cash payments made
by the Parent Borrower and its Restricted Subsidiaries in respect of income taxes or income tax liabilities (net of cash income
tax refunds) during such period; to (B) Consolidated Fixed Charges for such period.


 


“Consolidated
Fixed Charges” means with respect to any Person for any period, the sum of (i) Consolidated Interest Expense plus
(ii) scheduled payments of principal on long-term Indebtedness for borrowed money (including principal payments in respect of Capitalized
Lease Obligations to the extent allocated to principal, but excluding payments in respect of any intercompany debt and any payments
in respect of purchase price adjustments and earnouts) plus (iii) solely for the purpose of calculating the Consolidated
Fixed Charge Coverage Ratio for making Restricted Payments in reliance on the Payment Conditions, any such Restricted Payments
made in cash plus (iv) scheduled cash dividends and scheduled cash distributions to holders of any class or series of Disqualified
Equity Interests or any class or series of Preferred Stock declared or paid in accordance with Section 7.06(f).


 


“Consolidated
Interest Expense” means with respect to any Person for any period, total cash interest expense for such period (net of
any cash interest income for such period) with respect to all outstanding Indebtedness, calculated on a consolidated basis in accordance
with GAAP, to the extent such expense was deducted in computing Consolidated Net Income plus consolidated capitalized interest
for such period, whether paid or accrued, plus net payments (positive or negative) under interest rate swap agreements (other than
in connection with the early termination thereof), but in any event to exclude to the extent not added back to Consolidated EBITDA
as interest expense (A) fees and expenses associated with the Transactions and the agency fee described in Section 2.09(b), (B)
costs associated with obtaining or breakage costs in respect of Secured Hedge Agreements or Secured Cash Management Agreements,
(C) fees and expenses associated with any asset sales, acquisitions, Investments, equity issuances or debt issuances (in each case,
whether or not consummated) and (D) amortization of deferred financing costs.


 


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


 


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


 




    	 	-18-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


(h)          [reserved];


 


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


 




    	 	-19-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-20-	 



     


    

 


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


 


(r)           the
following items shall be excluded:


 


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


 


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


 


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


 


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


 


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


 


For the avoidance of
doubt, Consolidated Net Income shall be calculated, including pro forma adjustments, in accordance with Section 1.08.


 


“Consolidated
Total Net Debt” means, as of any date of determination, (a) the aggregate principal amount of Indebtedness of the Parent
Borrower and the Restricted Subsidiaries outstanding on such date, in an amount that would be reflected on a balance sheet (but
excluding the notes thereto) prepared as of such date on a consolidated basis in accordance with GAAP (but excluding the effects
of any discounting of Indebtedness resulting from the application of purchase accounting or recapitalization accounting in connection
with the Transactions or any Permitted Acquisition or any other acquisition permitted under this Agreement) consisting only of
Indebtedness for borrowed money and obligations in respect of Capitalized Leases or other purchase money Indebtedness, plus, without
duplication, other than for purposes of determining compliance with Section 7.11 (including Pro Forma Compliance with Section 7.11),
the aggregate undrawn amount of Designated Revolving Commitments in effect on such date, minus (b) the aggregate amount of cash
and Cash Equivalents (other than Restricted Cash), in each case, included on the consolidated balance sheet of the Parent Borrower
and the Restricted Subsidiaries as of such date; provided that Consolidated Total Net Debt shall not include Indebtedness (i) in
respect of letters of credit, except to the extent of obligations in respect of amounts drawn under standby letters of credit that
are unreimbursed for at least two (2) Business Days after such amount is drawn, (ii) owed by Unrestricted Subsidiaries and (iii)
obligations in respect of Cash Management Services; it being understood, for the avoidance of doubt, that obligations under Swap
Contracts do not constitute Consolidated Total Net Debt.


 




    	 	-21-	 



     


    

 


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


 


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


 


(b)          to
advance or supply funds


 


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


 


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


 


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


 


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


 


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


 


“Controlled
Account” means each deposit account maintained by a Loan Party at a Collection Bank and subject to an Account Control
Agreement.


 


“Controlled
Investment Affiliate” means, as to any Person, any other Person, other than the Sponsor, which directly or indirectly
is in Control of, is Controlled by, or is under common Control with such Person and is organized by such Person (or any Person
Controlling such Person) primarily for making direct or indirect equity or debt investments in a Borrower and/or other companies.


 


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


 


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


 


“Credit Extension”
means each of the following: (a) a Borrowing and (b) an LC Credit Extension.


 


“Cure Amount”
has the meaning specified in Section 8.04(a).


 


“Cure Expiration
Date” has the meaning specified in Section 8.04(a).


 


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


 


“Debt Fund
Affiliate” means any bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding
or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course of business and with
respect to which the Sponsor and investment vehicles managed or advised by the Sponsor that are not engaged primarily in making,
purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course,
have fiduciary duties to the third-party investors in such fund or investment vehicle independent of their duties to the Borrowers
or the Sponsor and do not make investment decisions for such entity, but shall in any event exclude the Borrowers and any of their
respective Subsidiaries.


 




    	 	-22-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-23-	 



     


    

 


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


 


“Disqualified
Institutions” means (i) any competitors of the Sponsor, any Borrower, the Company and its Subsidiaries, or Walgreens
Co. that have been specified in writing by the Administrative Borrower or the Sponsor (a) to the Commitment Parties prior to the
Closing Date or (b) to the Administrative Agent after the Closing Date (and any such entity’s Affiliates that are identified
as such pursuant to this clause (i) or those that are clearly identifiable as such on the basis of their name (in each case, other
than bona fide diversified debt funds)) (other than those excluded pursuant to clause (ii) hereof), (ii) those particular banks,
financial institutions, other institutional lenders and other Persons that have been specified in writing by the Administrative
Borrower or the Sponsor (a) to the Commitment Parties prior to March 14, 2019 or (b) as mutually agreed by the Administrative Borrower
and the Commitment Parties (if prior to the Closing Date) or the Administrative Agent (from and after the Closing Date) (and any
such entity’s Affiliates that are identified as such pursuant to this clause (ii) or those that are clearly identifiable
as such on the basis of their name) and (iii) Excluded Affiliates; provided that any Person that is a Lender or Participant
and subsequently becomes a Disqualified Institution (but was not a Disqualified Institution at the time it became a Lender or Participant)
shall be deemed to not be a Disqualified Institution hereunder with respect to any Loans, Commitments or participations held by
it prior to becoming a Disqualified Institution.


 


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


 




    	 	-24-	 



     


    

 


“Dollar Amount”
means with respect to any LC Obligation or Revolving Credit Loan (or any risk participation therein), (A) if denominated in Dollars,
the amount thereof and (B) if denominated in an Available Currency other than Dollars, the equivalent amount thereof converted
to Dollars as determined by the Administrative Agent or the Issuing Bank on the basis of the Spot Rate for the purchase of Dollars
with such other currency.


 


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


 


“Dominion
Period” means any period (a) commencing on the date on which (i) a Specified ABL Default has occurred and is continuing
or (ii) Specified Availability is less than the greater of (x) 10.0% of the Line Cap (without giving effect to any increase thereof
during an Agent Advance Period) as then in effect and (y) $10,000,000, for a period of five (5) consecutive Business Days and (b)
ending on the first (1st) date thereafter on which (i) no Specified ABL Default is continuing and (ii) Specified Availability has
been equal to or greater than the greater of (x) 10.0% of the Line Cap (without giving effect to any increase thereof during an
Agent Advance Period) as then in effect and (y) $10,000,000, for a period of twenty (20) consecutive calendar days; provided,
that a Dominion Period shall only begin upon the written request of the Administrative Agent delivered to the Administrative Borrower,
which request may be made in its discretion or at the discretion of the Required Lenders.


 


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


 


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


 


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


 


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


 


“Eligible
Accounts” means all of the Accounts owned by any Loan Party, except any Accounts as to which any of the exclusionary
criteria set forth below applies; provided that the face amount of an Account (and Eligible Account) shall be reduced by,
without duplication, to the extent not reflected in such face amount, the amount of all discounts, claims, credits or credits pending,
unapplied cash amounts, contractual allowances, promotional program allowances, rebates, price adjustments, finance and service
charges or other allowances (including any amount that any Loan Party may be obligated to rebate to a customer pursuant to the
terms of any agreement or understanding). Eligible Accounts shall not include any Account of a Loan Party that:


 


(a)          the
Account Debtor of which is not a Third Party Payor;


 


(b)          does
not arise from the sale of goods or the performance of services by a Loan Party in the ordinary course of its business;


 


(c)          (i)
upon which any Loan Party’s right to receive payment is not absolute (other than as a result of rights to return inventory
in the ordinary course of business of such Loan Party) or is contingent upon the fulfillment of any condition whatsoever, (ii)
as to which any Loan Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial
process or (iii) represents a progress billing consisting of an invoice for goods sold or used or services rendered pursuant to
a contract under which the Account Debtor’s obligation to pay that invoice is subject to any Loan Party’s completion
of further performance under such contract;


 




    	 	-25-	 



     


    

 


(d)          to
the extent any Account Debtor has or has asserted a right of setoff, or has asserted a defense, counterclaim or dispute as to such
Account;


 


(e)          is
not a true and correct statement of bona fide indebtedness incurred in the amount of the Account for merchandise sold to or services
rendered and accepted by the applicable Account Debtor;


 


(f)           is
an Account that has not been invoiced, unless the initial date of service that generated such Account occurred less than sixty
(60) days prior to the applicable date of determination; provided that the portion of the Borrowing Base attributable to
Accounts that have not been invoiced (and that are not otherwise excluded from Eligible Accounts pursuant to the other clauses
of the definition of “Eligible Accounts”) shall not, as of any date of determination, account for more than 10% the
Borrowing Base; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the
foregoing percentage shall be determined based on all of the otherwise Eligible Accounts being included in the Borrowing Base prior
to giving effect to any eliminations based upon the foregoing limit;


 


(g)          is
a Medicare Account or a Medicaid Account, or is a Governmental Entity Account that is not a Medicare Account or a Medicaid Account,
unless in each case the applicable Loan Party has complied with (to the extent required by Law) the Federal Assignment of Claims
Act of 1940, as amended from time to time (31 U.S.C. § 3727 et seq. (the “Assignment of Claims Act”) or
any applicable similar statute; provided that, notwithstanding the foregoing, Medicare Accounts, Medicaid Accounts and other
Governmental Entity Accounts as to which the Assignment of Claims Act (or other applicable similar statute) has not been complied
with (to the extent required by Law) and that are not otherwise excluded from Eligible Accounts as a result of any other clause
of the definition of “Eligible Accounts”, shall constitute Eligible Accounts, but the portion of the Borrowing Base
attributable to such Accounts shall not, as of any date of determination, account for more than 35% of the Borrowing Base; provided,
however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined
based on all of the otherwise Eligible Accounts being included in the Borrowing Base prior to giving effect to any eliminations
based upon the foregoing limit;


 


(h)          is
the obligation of an Account Debtor (including any Governmental Entity) located in a jurisdiction other than the United States
or any state or territory thereof unless payment thereof is (i) assured by an irrevocable letter of credit payable in Dollars issued
by a financial institution reasonably acceptable to the Administrative Agent and such irrevocable letter of credit is delivered
to the Administrative Agent (including any delivery of an electronic letter of credit) or (ii) insured by a credit insurer reasonably
acceptable to the Administrative Agent;


 


(i)           to
the extent any Loan Party is liable for goods sold or services rendered by the applicable Account Debtor to the applicable Loan
Party, but only to the extent of the potential offset;


 


(j)           arises
with respect to goods that are delivered on a bill-and-hold, cash-on delivery basis or placed on consignment, guaranteed sale or
other terms by reason of which the payment by the Account Debtor is or may be conditional, other than rights to return inventory
in the ordinary course of business;


 


(k)          is
not paid within one hundred and twenty (120) days following its original service date or which has been written off the books of
such Loan Party or otherwise designated as uncollectible by such Loan Party;


 


(l)            is
an Account in respect of which the Account Debtor obligated upon such Account suspends business, makes a general assignment for
the benefit of creditors or fails to pay its debts generally as they come due;


 


(m)          is
an Account in respect of which a Bankruptcy Event has occurred with respect to the Account Debtor obligated upon such account;
provided that so long as post-petition financing is being provided to such Account Debtor, post-petition accounts of such
Account Debtor may be deemed Eligible Accounts by and to the extent approved by the Administrative Agent, in its Permitted Discretion,
on a case-by-case basis;


 




    	 	-26-	 



     


    

 


(n)          is
an Account as to which the Administrative Agent’s Lien thereon, on behalf of itself and the Secured Parties, is not a first
priority perfected lien subject only to First Priority Priming Liens;


 


(o)          is
an Account with respect to which the representations or warranties pertaining to such Accounts set forth in any Loan Document are
untrue in any material respect;


 


(p)          is
payable in any currency other than Dollars;


 


(q)          is
not owned by a Loan Party free and clear of all Liens other than Liens permitted hereunder;


 


(r)           is
the obligation of an Account Debtor if 50% or more of the dollar amount of all Accounts owing by that Account Debtor are ineligible
under the criteria listed in clause (k) of this definition;


 


(s)          is
evidenced by a judgment, instrument or chattel paper;


 


(t)           is
an Account to the extent that such Account, together with all other Accounts owing by such Account Debtor as of any date of determination
exceed 25% of all Eligible Accounts of the Loan Parties (or such higher percentage as the Administrative Agent may establish for
such Account Debtor from time to time) but only to the extent of the obligations owing by such Account Debtor in excess of such
percentage; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing
percentage shall be determined based on all of the otherwise Eligible Accounts being included in the Borrowing Base prior to giving
effect to any eliminations based upon the foregoing limit;


 


(u)          is
an Account as to which any check, draft or other items of payment has previously been received which has been returned unpaid or
otherwise dishonored;


 


(v)          consists
of finance charges as compared to obligations to such Loan Party for goods sold;


 


(w)         is
an Account with respect to which the Account Debtor is subject to any US sanctions administered by OFAC or any similar applicable
law, including a person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC
or which is a designated person named on any similar applicable list;


 


(x)          is
an Account arising out of a sale made or services rendered by any Loan Party to an Affiliate of any Loan Party or to a Person controlled
by an Affiliate of any Loan Party (including any employees, officers, directors or stockholders of such); provided that Accounts
of (i) other portfolio companies (other than a Loan Party) of the Sponsor or (ii) Walgreens or any of its Affiliates shall not
be excluded by this clause (x) to the extent such sale is made or services are rendered on arm’s length terms;


 


(y)          is
an Account that was not paid in full, and a Loan Party created a new receivable for the unpaid portion of the Account; or


 


(z)          is
an Account representing any manufacturer’s or supplier’s credits, rebates, discounts, incentive plans or similar arrangements
entitling a Loan Party to discounts on future purchase therefrom (but ineligibility shall be limited to the amount thereof).


 


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


 




    	 	-27-	 



     


    

 


“Eligible
Cash” means domestic Unrestricted Cash subject to a first-priority Lien (other than First Priority Priming Liens arising
by operation of law) in favor of the Administrative Agent owned by any Loan Party that is held in a deposit account that is maintained
with the Administrative Agent and, with respect to which the Administrative Agent has received an Account Control Agreement, provided
that Eligible Cash shall in no event include cash in any Exempt Account.


 


“Eligible
Customs Broker” means a customs broker which has its principal assets, place of organization and place of principal business
in the United States which is reasonably acceptable to the Administrative Agent and with which the Administrative Agent has entered
into an Imported Goods Agreement, or which is otherwise reasonably acceptable to the Administrative Agent in its Permitted Discretion.


 


“Eligible
In-Transit Inventory” means on any date, any Inventory of a Loan Party that is in-transit from a location outside the
United States to a location inside the United States that meets all of the criteria for Eligible Inventory on such date (other
than that it is in-transit or is not within the United States); provided that (i) such Inventory has been identified to
the contract between the vendor and a Loan Party and, under the terms of sale of such Inventory, title and risk of loss have passed
with respect to such Inventory from the vendor to a Loan Party on or before such date; (ii) such Inventory is insured in accordance
with the provisions of this Agreement; (iii) such Inventory has been paid for by a Loan Party or the purchase price is supported
by a commercial letter of credit or the Administrative Agent has otherwise satisfied itself that a final sale of such Inventory
to a Loan Party has occurred; and (iv) an Acceptable Document of Title has been issued in accordance with clause (a) of the definition
thereof and delivered to a Loan Party, the Administrative Agent, an Eligible NVOCC or an Eligible Customs Broker.


 


“Eligible
Inventory” means all of the Inventory owned by any Loan Party, except any Inventory as to which any of the exclusionary
criteria set forth below applies. Eligible Inventory shall not include any Inventory of a Loan Party that:


 


(a)          consists
of work-in-process;


 


(b)          is
obsolete, unsalable, shopworn, damaged or unfit for sale;


 


(c)          is
not of a type held for sale by the applicable Loan Party in the ordinary course of business or consistent with past practice as
is being conducted by each such Loan Party;


 


(d)          is
not subject to a first priority Lien in favor of the Administrative Agent on behalf of the Secured Parties, subject only to First
Priority Priming Liens;


 


(e)          is
not owned by a Loan Party free and clear of all Liens other than Liens permitted hereunder;


 


(f)           is
placed on consignment unless Eligible Reserves have been established with respect thereto;


 


(g)          is
covered by a negotiable document of title, unless, at the Administrative Agent’s request, such document has been delivered
to the Administrative Agent or an agent thereof and the amount of any shipping fees, costs and expenses are reflected in Reserves;


 


(h)          consists
of goods that are slow moving (to the extent not included in determining Net Orderly Liquidation Value) or constitute spare parts
(not intended for sale), packaging and shipping materials, promotional products (not intended for sale), or supplies used or consumed
in a Loan Party business;


 


(i)           is
manufactured, assembled or otherwise produced in violation of the Fair Labor Standards Act and subject to the “hot goods”
provisions contained in Title 25 U.S.C. 215(a)(i);


 




    	 	-28-	 



     


    

 


(j)           is
not covered by property or casualty insurance required by the terms of this Agreement (except to the extent of any deductible thereunder);


 


(k)          consists
of goods which have been returned or rejected by the buyer and are not in salable condition;


 


(l)           is
Inventory with respect to which the representations or warranties pertaining to such Inventory set forth in any Loan Document are
untrue in any material respect;


 


(m)         does
not conform in all material respects to all standards imposed by any governmental agency, division or department thereof which
has regulatory authority over such goods or the use or sale thereof;


 


(n)          is
Commingled Inventory;


 


(o)          is
located in a jurisdiction (i) other than in the United States unless such Inventory is owned by a Loan Party and supported by an
irrevocable letter of credit payable in Dollars issued by a financial institution reasonably acceptable to the Administrative Agent
and such irrevocable letter of credit is delivered to the Administrative Agent (including any delivery of an electronic letter
of credit) or (ii) other than in the United States containing Inventory with an aggregate value of less than $200,000;


 


(p)          is
subject to a license agreement or other arrangement with a third party which, in the Administrative Agent’s Permitted Discretion,
restricts the ability of the Administrative Agent to exercise its rights under the Loan Documents with respect to such Inventory
unless such third party has entered into an agreement in form and substance reasonably satisfactory to the Administrative Agent
permitting the Administrative Agent to exercise its rights with respect to such Inventory or the Administrative Agent has otherwise
agreed to allow such Inventory to be eligible in its Permitted Discretion;


 


(q)          consists
of Hazardous Materials or goods that can be transported or sold only with licenses that are not readily available;


 


(r)           (i)
is not located on premises owned, leased or rented by a Loan Party unless such Inventory is stored with a bailee or warehouseman
and either (x) a reasonably satisfactory and acknowledged bailee or warehouseman letter has been received by the Administrative
Agent or (y) Eligible Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto or
(ii) is located on leased or rented premises unless either (x) a Collateral Access Agreement has been delivered to the Administrative
Agent or (y) Rent Reserves have been established with respect thereto, provided that this clause (ii) shall not apply unless Rent
Reserves are permitted to be imposed upon Inventory at the relevant location pursuant to the terms of the definition of such term;
provided that in the event any Inventory that would be ineligible under this clause (r) because subclause (x) of any of
clauses (i) or (ii) is not satisfied, the Administrative Agent may not unreasonably refuse to impose the Reserves referred to in
subclause (y) of such clause to cause such ineligibility; provided, further, that this clause (r) shall not exclude
any (A) Inventory in-transit between domestic locations of Loan Parties or (B) any Eligible In-Transit Inventory in an amount not
to exceed 1% of the then applicable Borrowing Base (the amount of Eligible In-Transit Inventory that is excluded because they exceed
the foregoing percentage shall be determined based on all of the otherwise Eligible Inventory being included in the Borrowing Base
prior to giving effect to any eliminations based upon the foregoing limit);


 


(s)          subject
to the Acquired Asset Borrowing Base, is acquired in a Permitted Acquisition unless and until the Administrative Agent has completed
or received an appraisal of such Inventory and established Reserves (if applicable) therefor in its Permitted Discretion;


 




    	 	-29-	 



     


    

 


(t)          is
Inventory for which any contract relating to such Inventory expressly includes retention of title in favor of the vendor or supplier
thereof or a conditional sale; provided that such Inventory shall not be excluded from Eligible Inventory solely pursuant
to this clause (t) to the extent that either (i) such retention of title or conditional sale is not effective under applicable
Law to give such vendor or supplier ownership of such Inventory or a Lien, in each case prior in right to the Lien of the Administrative
Agent therein or (ii) (A) the Administrative Agent shall have received evidence reasonably satisfactory to it that the full purchase
price of such Inventory has, or will have, been paid prior to or upon the delivery of such Inventory to the relevant Loan Party
or (B) Eligible Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto (which
Reserves the Administrative Agent may not unreasonably refuse to establish if subclauses (i) and (ii)(A) do not apply);


 


(u)          is
Inventory that has expired or will expire within thirty (30) days of the relevant date of determination; or


 


(v)          prior
to the date on which the Specified Post-Closing Undertaking is satisfied, is NLC Inventory in excess of $13,200,000.


 


“Eligible
NVOCC” means an NVOCC which has its principal assets, place of organization and place of principal business in the United
States and with which the Administrative Agent has entered into an Imported Goods Agreement or which is otherwise reasonably acceptable
to the Administrative Agent.


 


“Eligible
Reserves” means Reserves against the Borrowing Base established or modified in the Permitted Discretion of the Administrative
Agent subject to the following: (a) the amount of any Eligible Reserves shall have a reasonable relationship to the event, condition
or other matter that is the basis for the establishment of such Reserve or such modification thereto, (b) except as otherwise expressly
provided in the definition of Eligible Account or Eligible Inventory, no Reserves shall be established or modified to the extent
they are duplicative of Reserves or modifications already accounted for through eligibility or other criteria (including collection/advance
rates), (c) any rent reserves will be subject to the limitations set forth in the definition of “Rent Reserve”, (d)
no Reserves will be imposed relating to surety bonds, except to the extent (i) Borrowing Base assets are subject to perfected Liens
securing reimbursement obligations in respect of surety bonds which Liens are pari passu with or have priority over the
Liens in favor of the Administrative Agent for the benefit of the Secured Parties, (ii) sureties have made demands for cash collateral
which have not been satisfied or (iii) any surety takes any remedial action with respect to any Borrowing Base assets, whether
pursuant to such surety’s Liens or otherwise, or delivers notice to any Loan Party that such surety intends to take such
action, (e) no Reserves may be taken and no changes to the eligibility standards shall be made after the Closing Date based on
circumstances, conditions, events or contingencies known to the Administrative Agent as of the Closing Date and, in the case of
Reserves, for which no Reserves were imposed on the Closing Date, and for which Accounts or Inventory, were not deemed ineligible
on the Closing Date, unless such circumstances, conditions, events or contingencies shall have changed in any material adverse
respect since the Closing Date, (f) no Reserve may be taken after the Closing Date based on circumstances known to the Administrative
Agent as of the Closing Date for which no Reserve was imposed on the Closing Date, and no Reserve taken on the Closing Date may
be increased, unless, in each case, such circumstances, conditions, events or contingences shall have changed in any material adverse
respect since the Closing Date and (g) other than Bank Product Reserves, no Reserves will be imposed relating to obligations under
any Secured Hedge Agreement or Secured Cash Management Agreement, in each case, without the written consent of the Administrative
Borrower.


 


Subject to the limitations
above, the Administrative Agent shall have the right, upon at least five (5) Business Days’ prior written notice to the Administrative
Borrower (which notice shall include a reasonably detailed description of such Reserve being established, modified or eliminated),
to establish, modify or eliminate Reserves against the Borrowing Base, but without duplication, from time to time in its Permitted
Discretion, except that any such Reserves shall not be duplicative of adjustments of amounts included in the Borrowing Base. During
such notice period, the Administrative Agent shall, if requested, discuss any such Reserve or change with the Administrative Borrower
and the Loan Parties may take such action as may be required so that the event, condition or matter that is the basis for such
Reserve or change no longer exists or exists in a manner that would result in the establishment of a lower Reserve or result in
a lesser change, in each case, in a manner and to the extent reasonably satisfactory to the Administrative Agent; provided
that during such five (5) Business Day period, Borrowings that would cause the Revolving Credit Exposure to exceed the Line Cap
(after giving effect to such proposed Reserve) shall not be permitted.


 




    	 	-30-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-31-	 



     


    

 


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


 


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


 


“Eurocurrency
Rate” means:


 


(a)          for
any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”),
as published on the applicable Bloomberg screen page (or such other commercially available source providing quotations as may be
designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at approximately
11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for deposits of the Available
Currency (for delivery on the first day of such Interest Period) with a term equivalent to 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 the LIBOR Rate, at or about
11:00 a.m., London time, two (2) Business Days prior to such date for Dollar deposits with a term of one (1) month commencing
that day;


 


provided
that to the extent a comparable or successor rate is approved pursuant to the provisions of Section 3.03, “Eurocurrency
Rate” shall mean the “LIBOR Successor Rate”; provided, further, that in all cases (a) or (b), the
Eurocurrency Rate shall not be less than 0.00% 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 as of any date of determination, the amount by which (a) the Line Cap (without giving effect to any increase thereof during
an Agent Advance Period) as of such date exceeds (b) the Total Revolving Credit Exposure as of such date.


 


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


 


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


 




    	 	-32-	 



     


    

 


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


 


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


 




    	 	-33-	 



     


    

 


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


 


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


 


“Exempt Accounts”
means deposit accounts, securities accounts or other similar accounts (i) for the funding of payroll obligations, employee benefit
or health benefit obligations, worker’s compensation, tax obligations, escrow arrangements, a segregated account to be set
up to hold Preferred Redemption Cash or holding funds owned by Persons other than the Loan Parties, (ii) that constitute or are
linked to zero-balance accounts, (iii) that are accounts in jurisdictions other than the United States or any state or territory
thereof, (iv) that are accounts held by any Non-Loan Party Subsidiary, (v) the Cash Collateral Account (as such term is defined
in each of the First Lien Credit Agreement and the Second Lien Financing Documents, (vi) Governmental Receivables Accounts and
(vii) that are accounts other than those described in clauses (i) through (vi) and are accounts held by Loan Parties with respect
to which the average daily balance of the funds maintained on deposit therein for the three (3) month period ending on the date
of determination does not exceed, individually, $5,000,000; provided that if on the last day of any fiscal quarter of the
Parent Borrower the aggregate average daily balance of funds on deposit therein for the three (3) month period ending on the date
of determination on deposit in all deposit accounts or securities accounts that are Exempt Accounts pursuant to this clause (vii)
on such date exceeds $10,000,000, the Administrative Borrower shall select which of such accounts shall cease to be Exempt Accounts
and take all steps necessary to comply with Sections 2.19 and 6.11 in respect thereof, in each case within thirty (30) days after
the end of such fiscal quarter.


 




    	 	-34-	 



     


    

 


“Existing
Letters of Credit” means the Letters of Credit issued prior to, and outstanding on, the Closing Date and set forth on
Schedule 1.01F.


 


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


 


“Extended
Revolving Credit Loans” means any loan made pursuant to any Extended Revolving Credit Commitments.


 


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


 


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


 


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


 


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


 


“Facility”
means a given Class of Revolving Credit Commitments.


 


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


 


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


 


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


 


“Financial
Covenant” means the covenant set forth in Section 7.11.


 


“Financial
Covenant Event of Default” means the occurrence of an Event of Default under Section 8.01(b)(ii)(C) solely as a result
of a breach of the Financial Covenant under Section 7.11 (in each case, subject to Section 8.04).


 


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


 


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


 




    	 	-35-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“First Priority
Priming Lien” means (i) any Lien permitted hereunder on such Collateral which as a matter of law has priority over the
respective Liens on such Collateral created in favor of the Administrative Agent for the benefit of the Secured Parties pursuant
to the relevant Collateral Document and (ii) without limitation of clause (i), any Lien on Collateral located on premises subject
to a lease or held in a warehouse and in which the landlord or warehouseman thereunder has a first priority perfected security
interest in such Collateral.


 


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


 


“Fronting
Exposure” means, at any time there is a Defaulting Lender, (a) with respect to an Issuing Bank, such Defaulting Lender’s
Pro Rata Share or other applicable share provided under this Agreement of the outstanding LC Obligations other than LC 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
or other applicable share provided under this Agreement 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.


 


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


 


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


 


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


 




    	 	-36-	 



     


    

 


“Governmental
Entity” means the United States of America, any state thereof, any political subdivision of any state thereof and any
agency or instrumentality of the United States of America or any state or political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government. Payments from Governmental
Entities will be deemed to include payments governed under the Social Security Act, including payments under Medicare, Medicaid
and TRICARE/CHAMPUS, and payments administered or regulated by CMS; provided that for purposes of the definition of “Third
Party Payor”, Governmental Entities with respect to Medicaid Accounts and Medicare Accounts shall be treated as separate
entities in the manner identified in the Borrowing Base Certificate.


 


“Governmental
Entity Account” means any Account payable pursuant to an agreement entered into between a Governmental Entity and a Loan
Party.


 


“Government
Receivables Account” has the meaning specified in Section 2.19.


 


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


 


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


 


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


 


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


 




    	 	-37-	 



     


    

 


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


 


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


 


“Historical
Average Utilization” means for the purposes of the definition of Commitment Fee Rate, in the case of each Start Date,
an amount equal to (x) the sum of each day’s utilization of the Total Revolving Credit Commitments, as determined by the
amount of the Total Revolving Credit Exposure (which, for this purpose, will not include Swing Line Exposure) at such time, during
the most recently ended fiscal quarter for which a Quarterly Pricing Certificate has been delivered divided by (y) the number
of days in such fiscal quarter, expressed as a percentage of the Total Revolving Credit Commitments.


 


“Historical
Excess Availability” means for the purposes of the definition of Applicable Rate, in the case of each Start Date, an
amount equal to (x) the sum of each day’s Excess Availability during the most recently ended fiscal quarter for which a Quarterly
Pricing Certificate has been delivered divided by (y) the number of days in such fiscal quarter.


 


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


 


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


 


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


 


“Imported
Goods Agreement” means an imported goods agreement, in form and substance acceptable to the Administrative Agent, duly
executed by an Eligible Customs Broker.


 


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


 


“Incremental
Equivalent Debt” means Indebtedness permitted to be incurred by the Parent Borrower or any of its Subsidiaries pursuant
to and subject to the limitations of Section 2.14(g) of the First Lien Credit Agreement (as in effect on the date hereof and regardless
of whether then in effect).


 


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


 


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


 


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


 


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


 




    	 	-38-	 



     


    

 


“Incremental
Revolving Credit Loans” means any loan made pursuant to any Incremental Revolving Credit Commitments.


 


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


 


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


 


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


 


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


 


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


 


(e)          all
Attributable Indebtedness;


 


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


 


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


 


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


 


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


 




    	 	-39-	 



     


    

 


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


 


“Indemnitees”
has the meaning specified in Section 10.05.


 


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


 


“Information”
has the meaning specified in Section 10.08.


 


“Initial Revolving
Borrowing” means one or more borrowings of Revolving Credit Loans on the Closing Date in an amount not to exceed the
aggregate amounts specified or referred to in, and solely for the purposes set forth in, the definition of the term “Permitted
Initial Revolving Credit Borrowing Purposes”; provided that, without limitation, Letters of Credit may be issued on
the Closing Date to backstop or replace letters of credit, guarantees and performance or similar bonds outstanding on the Closing
Date (including deemed issuances of Letters of Credit under this Agreement resulting from an existing issuer of letters of credit
outstanding on the Closing Date agreeing to become an Issuing Bank under this Agreement).


 


“Initial Revolving
Credit Commitment” means, as to each Revolving Credit Lender, its Revolving Credit Commitment as of the Closing Date.
The amount of each Revolving Credit Lender’s Initial Revolving Credit Commitment is set forth in Schedule 1.01A hereto
under the caption “Initial Revolving Credit Commitment” or in the Assignment and Assumption, in each case, as may be
amended pursuant to any Incremental Amendment or Extension Amendment pursuant to which such Lender shall have assumed, increased
or decreased its Revolving Credit Commitment, as the case may be.


 


“Insurer”
means any person (other than a Governmental Entity) which in the ordinary course of its business or activities agrees to pay for
healthcare goods and services received by individuals, including commercial insurance companies, nonprofit insurance companies
(such as the Blue Cross, Blue Shield entities), employers or unions which selfinsure for employee or member health insurance, prepaid
health care organizations, preferred provider organizations, health maintenance organizations or any other similar person. “Insurer”
includes insurance companies issuing health, personal injury, workers’ compensation or other types of insurance but does
not include any individual guarantor.


 




    	 	-40-	 



     


    

 


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


 


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


 


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


 


“Interest
Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan
and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurocurrency
Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates and (b) as to any Base Rate Loan (including a Swing Line Loan), the first calendar day of each April,
July, October and January 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, twelve months or less than one month thereafter, as selected by
the Administrative Borrower in its Committed Loan Notice; provided that:


 


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


 


(ii)         any
Interest Period (other than an Interest Period having a duration of less than one month) that begins on the last Business Day of
a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and


 


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


 


“Inventory”
means “inventory” as such term is defined in Article 9 of the UCC.


 


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


 


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


 




    	 	-41-	 



     


    

 


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


 


(b)        the
portion (proportionate to the Parent Borrower’s Equity Interest in such Subsidiary) of the fair market value of the net assets
of such Subsidiary at the time of such redesignation; and


 


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


 


For purposes of covenant
compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without
adjustment for subsequent increases or decreases in the value of such Investment, less any Returns in respect of such Investment.


 


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


 


“Investment
Grade Securities” means:


 


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


 


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


 


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


 


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


 


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


 


“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).


 


“Issuing Bank”
means as the context may require, (i) Bank of America, N.A. and/or (ii) any other Lender reasonably acceptable to the Administrative
Agent and the Administrative Borrower, which has agreed to act as Issuing Bank hereunder. An Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates or branches of such Issuing Bank, in which case the term “Issuing
Bank” shall include any such Affiliate or branch with respect to Letters of Credit issued by such Affiliate or branch and
for all purposes of the Loan Documents. References herein and in the other Loan Documents to Issuing Banks shall be deemed to refer
to the Issuing Bank in respect of the applicable Letter of Credit or to all Issuing Banks, as the context requires.


 


“Junior Financing”
means any Indebtedness (other than First Lien Obligations) that constitutes (i) any Subordinated Indebtedness having an aggregate
amount outstanding in excess of the Threshold Amount, (ii) any junior lien Indebtedness (including the Second Lien Notes) with
respect to ABL Priority Collateral, having an aggregate amount outstanding in excess of the Threshold Amount, and (iii) unsecured
Indebtedness incurred pursuant to Section 7.03(m)(i), Section 7.03(v) or Section 7.03(s).


 


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


 




    	 	-42-	 



     


    

 


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


 


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


 


“LC 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 Issuing Bank.


 


“LC 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, in accordance with Section 2.03(e), the following day) or refinanced as a Revolving Credit Borrowing.


 


“LC Credit
Extension” means with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof (other
than pursuant to the terms of an Auto Renewal Letter of Credit), or the increase of the amount thereof.


 


“LC Disbursement”
means a payment made by any Issuing Bank pursuant to a Letter of Credit.


 


“LC Documents”
means with respect to any Letter of Credit, the LC Application, and any other document, agreement and instrument entered into by
the applicable Issuing Bank and the Parent Borrower (or any Subsidiary) or in favor of such Issuing Bank and relating to such Letter
of Credit.


 


“LC Exposure”
means at any time, the sum of (i) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (ii)
the aggregate amount of all LC Disbursements in respect of Letters of Credit that have not yet been reimbursed by or on behalf
of the applicable Borrower at such time. 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 1.10. For all purposes of this Agreement, if
as of 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.


 


“LC Obligations”
means as of any date of determination, the LC Exposure.


 


“LC Sublimit”
means an amount equal to the lesser of (a) the Line Cap and (b) $30,000,000, as such amount may be increased from time to time
in accordance with Section 2.14. The LC Sublimit is part of, and not in addition to, the Revolving Credit Commitments.


 


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


 


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


 




    	 	-43-	 



     


    

 


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


 


“Lender”
has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes an Issuing Bank
and the 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 Administrative Borrower and the Administrative
Agent.


 


“Letter of
Credit” means any letter of credit issued hereunder (including the Existing Letters of Credit). 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.


 


“LIBOR Successor
Rate” has the meaning specified in Section 3.03.


 


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


 


“LIBOR Successor
Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition
of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative
matters as may be appropriate, in the discretion of the Administrative Agent and the Administrative Borrower, to reflect the adoption
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 with the consent of the Administrative Borrower (such consent not to be unreasonably withheld,
delayed or conditioned)).


 


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


 


“Limited Condition
Transaction” means any (1) acquisition whose consummation is not conditioned on the availability of, or on obtaining,
third party financing, (2) repurchase, repayment or prepayment of Indebtedness that requires the delivery of an irrevocable notice
(provided that such notice may be conditioned on the occurrence of another transaction) or (3) Restricted Payment (but in
the case of this clause (3), solely to the extent such Restricted Payment is consummated in connection with a transaction separately
subject to clause (1) or (2) above).


 


“Line Cap”
means at any time, the lesser of (i) 100% (or, during an Agent Advance Period, 110%) of the Borrowing Base at such time and (ii)
the Total Revolving Credit Commitments in effect at such time.


 


“Loan”
means an extension of credit under Article II by a Lender to the Borrowers in the form of a Revolving Credit Loan or a Swing Line
Loan, including any Agent Advance.


 


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


 


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


 




    	 	-44-	 



     


    

 


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


 


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


 


“Mandatory
Borrowing” has the meaning assigned in Section 2.01(e).


 


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


 


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


 


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


 


“Material
Adverse Effect” means (I) on the Closing Date, for the representations with respect to the Company and its subsidiaries,
a Beta Material Adverse Effect and (II) on the Closing Date (other than as described in clause (I)) and after the Closing
Date (a) a material and adverse effect on the business, financial condition or results of operations of the Parent Borrower and
its Restricted Subsidiaries, taken as a whole, (b) a material and adverse effect on the rights or remedies, taken as a whole, of
the Administrative Agent or any Lender under the Loan Documents or (c) a material and adverse effect on the ability of the Loan
Parties, taken as a whole, to perform their material payment obligations under the Loan Documents.


 


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


 


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


 




    	 	-45-	 



     


    

 


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


 


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


 


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


 


“Maturity
Date” means (i) with respect to the Initial Revolving Credit Commitments, the fifth anniversary of the Closing Date,
(ii) with respect to any Class of Extended Revolving Credit Commitments, the final maturity date as specified in the applicable
Extension Amendment, and (iii) with respect to any Incremental Revolving Credit 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.


 


“Medicaid”
means, collectively, the health care assistance program for low income individuals administered by the states pursuant to the terms
of Title XIX of the Social Security Act (42 U.S.C. §§1396 et seq.) and any statutes succeeding thereto, and all laws,
rules, regulations, manuals, orders, guidelines or requirements (whether or not having the force of law) pertaining to such program,
in each case as the same may be amended, supplemented or otherwise modified from time to time.


 


“Medicaid
Account” means an Account payable pursuant to an agreement entered into between any Governmental Entity or other entity
administering Medicaid in such state and a Loan Party under which such Loan Party agrees to provide services for Medicaid patients.


 


“Medicare”
means the program of health benefits for the aged and disabled administered by CMS pursuant to the terms of Title XVIII of the
Social Security Act, codified at 42 U.S.C. 1395 et seq and any statutes succeeding thereto, and all laws, rules, regulations, manuals,
orders or guidelines (whether or not having the force of law) pertaining to such program, in each case as the same may be amended,
supplemented or otherwise modified from time to time.


 


“Medicare
Account” means an Account payable pursuant to an agreement entered into between any Governmental Entity or other entity
administering Medicare in any state and a Loan Party under which such Loan Party agrees to provide services for Medicare patients.


 


“Merger”
has the meaning set forth in the preliminary statements to this Agreement.


 




    	 	-46-	 



     


    

 


“Merger Agreement”
has the meaning set forth in the preliminary statements to this Agreement.


 


“Merger Sub
1” has the meaning set forth in the preliminary statements to this Agreement.


 


“Merger Sub
2” has the meaning set forth in the preliminary statements to this Agreement.


 


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


 


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


 


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


 


“NLC Facility”
means the dedicated warehouse facility called the “National Logistics Center” and located at 11403 Bluegrass Parkway,
Suite 400, Louisville, KY, 40299.


 


“NLC Inventory”
means Inventory of the Omega Entities and the Beta Entities maintained and stored at the NLC Facility; provided, that the
NLC Inventory shall not include any Inventory held at the pharmacy store located at the same address as the NLC Facility.


 


“NOLV”
or “Net Orderly Liquidation Value” means the orderly liquidation value (net of all liquidation expenses, costs
of sale, commissions, operating expenses and retrieval and related costs) of Inventory, as determined pursuant to the most recent
third-party appraisal of such Inventory delivered to the Administrative Agent pursuant to Section 6.02(g) by an appraiser reasonably
satisfactory to the Administrative Agent, and in each case expressed as a percentage of the net book value of such Inventory determined
in accordance with GAAP. The Net Orderly Liquidation Value for each such category of Inventory will be increased or reduced promptly
upon receipt by the Administrative Agent of each updated appraisal.


 


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


 


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


 


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


 


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


 


“Notice of
Intent to Cure” has the meaning specified in Section 8.04(a).


 


“Noticed Hedge”
means a Secured Hedge Agreement in respect of which a notice has been delivered to the Administrative Agent by the applicable Qualified
Counterparty and the Administrative Borrower that confirms that such Secured Hedge Agreement shall be deemed a “Noticed Hedge”
hereunder for all purposes, including the application of Reserves and Section 8.03, so long as the establishment of a Bank Product
Reserve with respect to such Noticed Hedge would not result in the Borrowing Base being less than the Total Revolving Credit Exposure;
provided that, if the amount of Secured Hedge Obligations arising under such Secured Hedge Agreement is increased in accordance
with the definition of “Secured Hedge Obligation,” then such Secured Hedge Obligations shall only constitute a Noticed
Hedge to the extent that a Bank Product Reserve can be established with respect to such Secured Hedge Agreement without causing
the Borrowing Base to be less than the Total Revolving Credit Exposure.


 


“NVOCC”
means a non-vessel operating common carrier.


 




    	 	-47-	 



     


    

 


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


 


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


 


“OID”
means original issue discount.


 


“Omega” has the meaning
set forth in the preliminary statements to this Agreement.


 


“Omega III” has the meaning
set forth in the preliminary statements to this Agreement.


 


“Omega Annual Financial Statements”
means the audited consolidated statements of operations, shareholders’ equity and cash flows of Omega III for the fiscal
years ended December 31, 2016, December 31, 2017, and December 31, 2018, and the related audited consolidated balance sheets as
of the end of such fiscal years.


 


“Omega Entities”
means Omega and its Subsidiaries that are Subsidiaries of Omega prior to giving effect to the Transactions.


 


“Omega Parent” has the
meaning set forth in the preliminary statements to this Agreement.


 


“Omega Quarterly
Financial Statements” means the unaudited consolidated statement of operations of Omega III for the fiscal quarters ending
March 31, 2018, June 30, 2018, September 30, 2018, and March 31, 2019 and the related unaudited consolidated balance sheet as of
the end of such fiscal quarters.


 


“Omega Subsidiaries”
means the Subsidiaries that are Subsidiaries of Omega prior to giving effect to the Transactions.


 


“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 and Swing Line Loans on any date, the outstanding principal
Dollar Amount thereof after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans and Swing Line
Loans, as the case may be, occurring on such date; and (b) with respect to any LC Obligations on any date, the outstanding Dollar
Amount thereof on such date after giving effect to any related LC Credit Extension occurring on such date and any other changes
thereto as of such date, including as a result of any reductions in the maximum amount available for drawing under related Letters
of Credit taking effect on such date.


 




    	 	-48-	 



     


    

 


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


 


“Overnight
Rate” means, for any day (a) with respect to any amount denominated in Dollars, the greater of the Federal Funds Rate
and an overnight rate determined by the Administrative Agent, an Issuing Bank, or the Swing Line Lender, as applicable, in accordance
with banking industry rules on interbank compensation (b) with respect to any amount denominated in any Available Currency other
than Dollars, the rate of interest per annum at which overnight deposits in such Available Currency, in an amount approximately
equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate
of the Administrative Agent or the Issuing Bank, as applicable, in the applicable offshore interbank market for such Available
Currency to major banks in such interbank market.


 


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


 


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


 


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


 


“Payment Conditions”
means that each of the following conditions are satisfied: (a) there is no Specified ABL Default existing immediately before or
immediately after the action or proposed action, (b)(i)(A) pro forma Specified Availability and (B) pro forma 20-Day Specified
Availability, in each case, is equal to or greater than (ii) the greater of (A) in the case of Restricted Payments pursuant to
Section 7.06(a), (x) 15.0% of the Line Cap (without giving effect to any increase thereof during an Agent Advance Period) and (y)
$15,000,000 or (B) in the case of Permitted Investments pursuant to clause (3) or (32) thereof, the incurrence of Indebtedness
pursuant to Section 7.03(v) or the making of a designation pursuant to Section 6.14, (x) 12.5% of the Line Cap (without giving
effect to any increase thereof during an Agent Advance Period) and (y) $12,500,000, (c) the Consolidated Fixed Charge Coverage
Ratio determined on a Pro Forma Basis with respect to the most recently ended Test Period is greater than 1.00:1.00; provided,
however, that the condition set forth in the immediately preceding clause (c) shall not apply if, pro forma for any of the
actions described in clauses (b)(ii)(A) and (b)(ii)(B) above, the Parent Borrower has (X)(1) pro forma Specified Availability and
(2) pro forma 20-Day Specified Availability, in each case, that is equal to or greater than (I) the greater of (x) in the case
of Restricted Payments pursuant to Section 7.06(a), (a) $20,000,000 and (b) 20% of the Line Cap (without giving effect to any increase
thereof during an Agent Advance Period) or (y) in the case of Permitted Investments pursuant to clause (3) or (32) thereof, the
incurrence of Indebtedness pursuant to Section 7.03(v) or the making of a designation pursuant to Section 6.14, (a) $17,500,000
and (b) 17.5% of the Line Cap (without giving effect to any increase thereof during an Agent Advance Period) and (d) the Parent
Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Parent Borrower certifying
as to compliance with preceding clauses (a) through (c) and demonstrating (in reasonable detail) the calculations required by preceding
clauses (b) and (c).


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


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


 




    	 	-49-	 



     


    

 


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


 


“Permitted
Discretion” means reasonable (from the perspective of a secured asset-based lender) credit judgment exercised in good
faith in accordance with customary business practices of the Administrative Agent for comparable asset-based lending transactions.


 


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


 


“Permitted
Initial Revolving Credit Borrowing Purposes” means one or more Borrowings of Revolving Credit Loans on the Closing Date
(i) in an aggregate amount not to exceed $20,000,000, to finance the Transactions (including the payment of any Transaction Expenses),
(ii) for working capital needs, (iii) to finance upfront fees (including, for the avoidance of doubt, ticking fees) and OID payable
in respect of the Revolving Credit Agreements, the First Lien Loans or the Second Lien Notes, and (iv) to cash collateralize existing
letters of credit, guarantees and similar bonds outstanding on the Closing Date.


 


“Permitted
Investments” means:


 


(1)         any
Investment by the Parent Borrower or any of its Restricted Subsidiaries in the Parent Borrower or any of its Restricted Subsidiaries;
provided that any Investment by the Loan Parties in Non-Loan Parties pursuant to this clause (1) shall be (x) made in the
ordinary course of business or (y) otherwise, shall not exceed an aggregate amount equal to the greater of (x) $73,500,000 and
(y) 35.0% of Trailing Four Quarter Consolidated EBITDA (with the amount of each Investment and Consolidated EBITDA being measured
at the time such Investment is made and without giving effect to subsequent changes in value, but subject to adjustment as set
forth in the definition of Investment);


 


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


 


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


 


(i)          such
Person becomes a Restricted Subsidiary; or


 


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


 




    	 	-50-	 



     


    

 


and, in each
case, any Investment held by such Person; provided that such Investment was not acquired by such Person in contemplation
of such amalgamation, merger, consolidation, transfer, conveyance or liquidation; provided that (A) the aggregate amount
of Investments by Loan Parties pursuant to this clause (3) in assets (other than Equity Interests) that are not (or do not become
at the time of such acquisition) directly owned by a Loan Party or in Equity Interests of Persons that do not become Loan Parties,
shall not exceed the greater of $35,000,000 and 15.0% of Trailing Four Quarter Consolidated EBITDA; provided, further, if
any acquisition of Equity Interests made pursuant to this clause (3) is in connection with a Permitted Acquisition of a Person
(or Persons) pursuant to which greater than 60% of the Consolidated EBITDA attributable to such Person (or Persons) is directly
generated by such Person (or Persons) that become Guarantors, then the provisions set forth in this proviso shall not apply; provided,
further, that if any Investment made pursuant to this proviso is in Equity Interests of a Person that subsequently becomes
a Loan Party, such Investment shall thereafter be deemed permitted under clause (1) (without giving effect to the proviso thereto)
and shall not be included as having been made pursuant to this clause (3) and (B) the Parent Borrower is in compliance with the
Payment Conditions immediately after giving effect to such Investment on a Pro Forma Basis;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(8)         [reserved];


 


(9)         Investments
the payment for which consists of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower; provided
that such Equity Interests may not be designated an Excluded Contribution;


 


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


 




    	 	-51-	 



     


    

 


 


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


 


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


 


(13)        Investments
taken together with all other Investments made pursuant to this clause (13) (without giving effect to the sale of an Unrestricted
Subsidiary to the extent the proceeds of such sale do not consist of, or have not been subsequently sold or transferred for, cash,
Cash Equivalents or marketable securities) not to exceed the sum of (I) the greater of (x) $85,000,000 and (y) 40.0% of Trailing
Four Quarter Consolidated EBITDA and (II) unused amounts under clause (26) below and Section 7.06(x) (with the amount of each Investment
and Trailing Four Quarter Consolidated EBITDA being measured at the time such Investment is made and without giving effect to subsequent
changes in value but subject to adjustment as set forth in the definition of Investment);


 


(14)        [reserved];


 


(15)        loans
and advances to, or guarantees of Indebtedness of, any future, present or former officers, directors, employees, independent contractors,
consultants, advisors, service providers and members of management (or their Controlled Investment Affiliates or Immediate Family
Members) of the Parent Borrower or any of its Restricted Subsidiaries in an aggregate amount not to exceed the greater of $16,000,000
and 7.50% of Trailing Four Quarter Consolidated EBITDA (with the amount of each Investment being measured at the time such Investment
is made and without giving effect to subsequent changes in value, but subject to adjustment as set forth in the definition of Investment);


 


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


 


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


 


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


 


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


 


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


 




    	 	-52-	 



     


    

 


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


 


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


 


(23)        any
Investment by any Captive Insurance Subsidiary in connection with its provision of insurance to the Parent Borrower or any of its
Subsidiaries, which Investment is made in the ordinary course of business of such Captive Insurance Subsidiary, or by reason of
applicable law, rule, regulation or order, or that is required or approved by any regulatory authority having jurisdiction over
such Captive Insurance Subsidiary or its respective business, as applicable;


 


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


 


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


 


(26)        any
investment in a joint venture or other business permitted pursuant to Section 7.07 taken together with all other Investments made
pursuant to this clause (26) (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such
sale do not consist of, or have not been subsequently sold or transferred for, cash, Cash Equivalents or marketable securities)
that are at that time outstanding, not to exceed the greater of (x) $73,500,000 and (y) 35.0% of Trailing Four Quarter Consolidated
EBITDA (with the amount of each Investment being measured at the time made and without giving effect to subsequent changes in value,
but subject to adjustment as set forth in the definition of Investment); provided that if any Investment made pursuant to
this proviso is in Equity Interests of a Person that subsequently becomes a Loan Party, such Investment shall thereafter be deemed
permitted under clause (1) (without giving effect to the proviso thereto) and shall not be included as having been made pursuant
to this clause (26);


 


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


 


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


 


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


 




    	 	-53-	 



     


    

 


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


 


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


 


(32)        Investments
so long as the Payment Conditions are satisfied immediately after giving effect thereto on a Pro Forma Basis;


 


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


 


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


 


“Permitted
Ratio Debt” means Indebtedness permitted to be incurred by the Parent Borrower or any of its Subsidiaries pursuant to
and subject to the limitations of the definition of Permitted Ratio Debt in the First Lien Credit Agreement (as in effect on the
date hereof and regardless of whether then in effect).


 


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


 


“Permitted
Transferees” means (a) in the case of the Sponsor, (i) any Affiliate of the Sponsor (but excluding any portfolio company
of any of the foregoing), (ii) any managing director, general partner, limited partner, director, officer or employee of the Sponsor
or any of its Affiliates (collectively, the “Sponsor Associates”), (iii) the heirs, executors, administrators,
testamentary trustees, legatees or beneficiaries of any Sponsor Associate and (iv) any trust, the beneficiaries of which, or a
corporation or partnership, the stockholders or partners of which, include only a Sponsor Associate, his or her spouse (or former
spouse), parents, siblings, members of his or her immediate family (including adopted children and step children) and/or direct
lineal descendants; (b) in the case of Walgreens Co., any of its subsidiaries; and (c) in the case of any Management Stockholder,
(i) his or her executor, administrator, testamentary trustee, legatee or beneficiaries, (ii) his or her spouse (or former spouse),
parents, siblings, members of his or her immediate family (including adopted children and step children) and/or direct lineal descendants
or (iii) a trust, the beneficiaries of which, or a corporation or partnership, the stockholders or partners of which, include only
a Management Stockholder and his or her spouse (or former spouse), parents, siblings, members of his or her immediate family (including
adopted children) and/or direct lineal descendants.


 


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


 


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


 


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


 


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


 


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


 




    	 	-54-	 



     


    

 


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


 


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


 


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


 


“Pro Forma
Compliance” means, with respect to the Financial Covenant, compliance on a Pro Forma Basis with such covenant in accordance
with Section 1.08.


 


“Pro Rata
Share” means, with respect to each Lender, at any time a fraction (expressed as a percentage, carried out to the ninth
decimal place), the numerator of which is the amount of the Commitments under the applicable Facility or Facilities at such time
and the denominator of which is the amount of the Total Revolving Credit Commitments under the applicable Facility or Facilities
at such time; provided that, in the case of the Revolving Credit Commitments of any Class, if such Commitments have been
terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior
to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.


 


“Proceeding”
has the meaning specified in Section 10.05.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-55-	 



     


    

 


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


 


“Quarterly
Financial Statements” means the Beta Quarterly Financial Statements and the Omega Quarterly Financial Statements.


 


“Quarterly
Pricing Certificate” has the meaning specified in the definition of Applicable Rate.


 


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


 


“Refinancing
Equivalent Debt” means Indebtedness permitted to be incurred by the Parent Borrower or any of its Subsidiaries pursuant
to and subject to the limitations of Section 2.15(h) of the First Lien Credit Agreement (as in effect on the date hereof and regardless
of whether then in effect).


 


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


 


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


 


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


 


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


 




    	 	-56-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


“Reimbursement
Obligations” means the obligation of the applicable Borrower to reimburse each Issuing Bank pursuant to Section 2.03(e)
for amounts drawn under Letters of Credit issued by such Issuing Bank.


 


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


 


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


 


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


 


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


 


“Rent Reserve”
means a reserve established by the Administrative Agent (upon at least five (5) Business Days’ prior written notice to the
Administrative Borrower) equal to the lesser of (x) two (2) months’ rent and (y) the amount of Eligible Inventory in the
most recent Borrowing Base Certificate for such location in respect of rent payments made by a Loan Party for each distribution
center, warehouse or other location (a) that is in a jurisdiction providing lessors with statutory or common law Lien rights on
personal property located at such location securing payment of rent and other charges that prime a previously perfected security
interest, (b) that is subject to a lease that grants to the landlord a Lien on property that would otherwise constitute Eligible
Inventory which has priority over the respective Liens on such Collateral created in favor of the Administrative Agent or (c) where
Inventory of Loan Parties with a book value in excess of $2,500,000 (as reported to the Administrative Agent by the Administrative
Borrower from time to time as requested by the Administrative Agent) is located at such distribution center, warehouse or other
location, unless, in each case, such location is subject to a Collateral Access Agreement, as adjusted from time to time by the
Administrative Agent in its Permitted Discretion; provided, however, that no Rent Reserves will be established for
locations acquired in a Permitted Acquisition unless a Collateral Access Agreement has not been delivered to the Administrative
Agent within fifteen (15) days after the consummation of such Permitted Acquisition.


 




    	 	-57-	 



     


    

 


“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.


 


“Representative”
has the meaning specified in Section 10.08.


 


“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 LC Credit Extension, an LC Application, and (c) with respect to a Swing Line Loan, a Swing
Line Loan Notice.


 


“Required
Lenders” means as of any date of determination, the holders of more than 50.0% of the Total Revolving Credit Commitments
then in effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Credit Exposure; provided
that unused Revolving Credit Commitments of, and the portion of the Outstanding Amount of all Revolving Credit Loans, Swing Line
Loans and all LC Obligations held, or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders. In the event that there are (x) less than three (3) unaffiliated Lenders party to the Loan Documents, the
Required Lenders shall be all Lenders or (y) three (3) or more unaffiliated Lenders party to the Loan Documents, the Required Lenders
shall include each Lender, if, and only if, at the time of any relevant amendment, consent, waiver or other modification (1) Specified
Availability has been less than the greater of (a) 15.0% of the Line Cap and (b) $15,000,000 for a period of five (5) consecutive
Business days and (2) such Lender’s Revolving Credit Commitment at such time is greater than 65% of its Revolving Credit
Commitment as of the Closing Date.


 


“Required
Class Lenders” means as of any date of determination, with respect to one or more Facilities, the holders of more than
50.0% of the Total Revolving Credit Commitments then in effect under such Facility or Facilities or, if such Revolving Credit Commitments
have been terminated, the Total Revolving Credit Exposure under such Facility or Facilities; provided that unused Revolving
Credit Commitments of, and the portion of the Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and all LC Obligations
held, or deemed held by, any Defaulting Lender under such Facility or Facilities shall be excluded for purposes of making a determination
of Required Lenders.


 


“Reserves”
means reserves, if any, established against the Borrowing Base as the Administrative Agent from time to time hereunder determines
is necessary in its Permitted Discretion, including (but without duplication), (i) Rent Reserves, (ii) potential dilution related
to Accounts; provided, no Reserves shall be imposed on the first 5% of dilution of Accounts and thereafter no dilution Reserve
shall exceed 1% for each incremental whole percentage in dilution over 5%, (iii) sums that the Loan Parties are or will be required
to pay (such as taxes, assessments and insurance premiums) and have not yet paid, (iv) amounts owing by any Loan Party to any Person
to the extent secured by a Lien on, or trust over, any Collateral, (v) the full amount of any liabilities or amounts which rank
or are capable of ranking in priority to the Administrative Agent’s Liens and/or for amounts which may represent costs relating
to the enforcement of such Liens including, (a) the expenses and liabilities incurred by any administrator (or other insolvency
officer) and any remuneration of such administrator (or other insolvency officer) and (b) amounts subject to First Priority Priming
Liens of the type described in clause (i) of the definition thereof, (vi) Bank Product Reserves, (vii) reserves described in Section
7.14 and (viii) reserves with respect to such other events, conditions or contingencies that the Administrative Agent, in its Permitted
Discretion, determines reserves should be established (without duplication of any reserves established pursuant to foregoing clauses
(i) through (v)) from time to time hereunder; provided that, from and after the date on which the Specified Post-Closing Undertaking
is satisfied and the assets of the Beta Entities are included in the Borrowing Base, the Administrative Agent may in its Permitted
Discretion institute a reserve in an amount equal to the aggregate outstanding amount of Specified Beta Vendor Obligations as of
the applicable date of determination.


 




    	 	-58-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Revolving
Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the
Borrowers, (b) purchase participations in LC Obligations in respect of Letters of Credit and (c) purchase participations in Swing
Line Loans, as such commitment may be adjusted in accordance with this Agreement, including (a) reduced from time to time pursuant
to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Revolving Credit
Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment or (iii) an Extension.


 


“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 LC Obligations and the Swing Line Obligations 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.


 




    	 	-59-	 



     


    

 


“Revolving
Credit Loans” means any loan made pursuant to the Initial Revolving Credit Commitments, any loan made pursuant to any
Incremental Revolving Credit Commitments or any loan made pursuant to any Extended Revolving Credit Commitments, as the context
may require.


 


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


 


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


 


“Same Day
Funds” means immediately available funds.


 


“Scheduled
Unavailability Date” has the meaning specified in Section 3.03.


 


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


 


“Second Lien
Collateral Agent” means Ankura Trust, LLC, as collateral agent under the Second Lien Notes Indenture as of the Closing
Date and shall include any successor collateral agent under the Second Lien Notes Indenture.


 


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


 


“Second Lien
Notes” means the Parent Borrower’s Senior Secured Second Lien PIK Toggle Floating Rate Notes issued on the Closing
Date in an aggregate principal amount of $400,000,000.


 


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


 


“Second Lien
Notes Indenture Incremental Equivalent Debt” shall mean “Additional Junior Debt” and “Additional Second
Lien Debt” as defined in the Second Lien Notes Indenture (as in effect on the Closing Date and regardless whether then in
effect).


 


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


 


“Secured Cash
Management Agreement” means any Cash Management Agreement permitted under Article VII that is entered into by and between
any Borrower or any Restricted Subsidiary and any Qualified Counterparty to the extent designated by the Administrative Borrower
and such Qualified Counterparty as a “Secured Cash Management Agreement” in writing to the Administrative Agent. The
designation of any Secured Cash Management Agreement shall not create in favor of such Qualified Counterparty any rights in connection
with the management or release of Collateral or of the obligations of any Guarantor under the Loan Documents.


 


“Secured Cash
Management Obligations” means all obligations owing to any Qualified Counterparty by any Borrower or any Restricted Subsidiary
under any Secured Cash Management Agreement.


 


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


 




    	 	-60-	 



     


    

 


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


 


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


 


“Secured Parties”
means, collectively, the Administrative Agent, the Arrangers, the Lenders, the Issuing Banks, the Swing Line Lenders, the Qualified
Counterparties 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.


 


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


 


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


 


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


 


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


 


“Specified
ABL Default” means any Event of Default under (a) Section 8.01(a), (b) Section 8.01(d) (solely as a result of a breach
of representations or warranties with respect to the Borrowing Base), (c) Section 8.01(b)(i), (d) Section 8.01(b)(ii)(C) (solely
as a result of a breach of Section 7.11 (but subject to Section 8.04)), (e) Section 8.01(b)(ii)(A) or (f) Section 8.01(f).


 


“Specified
Availability” means as of any date of determination, (a) Excess Availability plus (b) the amount (if any, and
not to be less than zero) by which (i) the Borrowing Base exceeds (ii) the Total Revolving Credit Commitments, in each case as
of such date; provided that the amount attributable to clause (b) shall not exceed 2.5% of the Total Revolving Credit Commitment.


 


“Specified Beta Vendor Agreement”
has the meaning specified in Section 6.18.


 


“Specified Beta Vendor Financing
Statements” has the meaning specified in Section 6.18.


 


“Specified Beta Vendor Obligations”
has the meaning specified in Section 6.18.


 




    	 	-61-	 



     


    

 


“Specified
Event of Default” means any Event of Default under Section 8.01(a) or, solely with respect to the Parent Borrower, Section
8.01(f).


 


“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
Merger Agreement Representations” means the representations and warranties made by or with respect to the Company in
the Merger Agreement as are material to the interests of the Lenders, but only to the extent that the Purchaser (as defined in
the Merger Agreement) (or its Affiliates) has the right (determined without regard to any notice provisions but taking into account
any applicable cure provisions) pursuant to the Merger Agreement to terminate its (or their) obligations to consummate the Merger
(or the right pursuant to the Merger Agreement to decline to consummate the Merger) as a result of a breach of such representations
and warranties.


 


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


 


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


 


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


 


“Sponsor”
means Madison Dearborn Partners, LLC and any of its Affiliates and funds or partnerships managed or advised by any of them or any
of their respective Affiliates, but not including, however, any portfolio company of any of the foregoing.


 


“Sponsor Management
Agreement” means a management services agreement or similar agreement among the Sponsor or certain of the management
companies associated with the Sponsor or its advisors, if applicable, and one or more Loan Parties.


 


“Spot Rate”
means, for any currency, on any relevant date of determination in connection with the issuance, incurrence, amendment increasing
or decreasing the amount, or payment of, a Letter of Credit or Revolving Credit Loan, as applicable, and such additional dates
as the Administrative Agent or the Issuing Bank, as applicable, shall determine, the rate determined by the Administrative Agent
or the Issuing Bank, as applicable, to be the rate quoted by the Administrative Agent or the Issuing Bank, as applicable, as the
spot rate for the purchase by the Administrative Agent or the Issuing Bank, as applicable, of such currency with another currency
through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date
as of which the foreign exchange computation is made; provided that the Administrative Agent or the Issuing Bank, as applicable,
may obtain such spot rate from another financial institution designated by the Administrative Agent or the Issuing Bank, as applicable,
if the Administrative Agent or the Issuing Bank, as applicable, does not have as of the date of determination a spot buying rate
for any such currency and provided, further, that the Administrative Agent or the Issuing Bank, as applicable, may
use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Revolving Credit
Loan or Letter of Credit denominated in an Available Currency other than Dollars. Once the Spot Rate is revalued by the Administrative
Agent or the Issuing Bank, as applicable, it will advise the Administrative Borrower and Revolving Credit Lenders of the new Spot
Rate.


 




    	 	-62-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


“Supermajority
Required Lenders” means at any time, the holders of more than 66.67% of the Total Revolving Credit Commitments then in
effect or, if the Revolving Credit Commitments have been terminated, the Total Revolving Credit Exposure; provided that
the Revolving Credit Exposure and Revolving Credit Commitment of any Defaulting Lender shall be disregarded in making any determination
under this definition. In the event that there are (x) less than three (3) unaffiliated Lenders party to the Loan Documents, the
Supermajority Required Lenders shall be all Lenders or (y) three (3) or more unaffiliated Lenders party to the Loan Documents,
the Supermajority Required Lenders shall include each Lender, if, and only if, at the time of any relevant amendment, consent waiver
or other modification (1) Specified Availability has been less than the greater of (a) 15.0% of the Line Cap and (b) $15,000,000
for a period of five (5) consecutive Business days and (2) such Lender’s Revolving Credit Commitment at such time is greater
than 65% of its Revolving Credit Commitment as of the Closing Date.


 


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


 


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


 


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


 


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


 


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


 




    	 	-63-	 



     


    

 


“Swing Line
Borrowing” means a request for Swing Line Loans.


 


“Swing Line
Exposure” means at any time, with respect to any Lender, shall be the sum of such Lender’s participation obligations
with respect to Swing Line Loans under Section 2.04(b).


 


“Swing Line
Lender” means Bank of America, N.A., in its capacity as a lender of Swing Line Loans hereunder.


 


“Swing Line
Loan” has the meaning specified in Section 2.04(a).


 


“Swing Line
Loan Notice” means a notice of Swing Line Borrowing, pursuant to Section 2.04(a), which, if in writing, shall be
substantially in the form of Exhibit B hereto or such other form as may be approved by the Administrative Agent and
agreed by the Administrative Borrower (including any form on an electronic platform or electronic transmission system as shall
be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Administrative Borrower.


 


“Swing Line
Note” means a promissory note of the Borrowers 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 Borrowers to such Swing Line Lender resulting from
the Swing Line Loans made by such Swing Line Lender to the Borrowers.


 


“Swing Line
Obligations” means as of any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.


 


“Swing Line
Sublimit” means an amount equal to the lesser of (a) $20,000,000 and (b) the Line Cap at such time. The Swing Line Sublimit
is part of, and not in addition to, the Revolving Credit Commitments.


 


“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 Loan
Leverage Ratio” has the meaning specified in Section 1.08(a).


 


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


 


“Test Period”
means, for any date of determination under this Agreement, the four consecutive fiscal quarters of the Parent Borrower most recently
ended as of such date of determination for which financial statements are available.


 


“Third Party
Payor” means any Governmental Entity, Insurer or similar entity or any other Person (other than a natural person) that
is obligated to make payments on any Account.


 


“Threshold
Amount” means $50,000,000.


 


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


 




    	 	-64-	 



     


    

 


“Total Revolving
Credit Commitments” means as of any date of determination, the aggregate amount of the Revolving Credit Commitments then
in effect.


 


“Total Revolving
Credit Exposure” means as of any date of determination, the aggregate amount of the Revolving Credit Exposure of all
Lenders outstanding as of such date.


 


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


 


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


 


“Transactions”
means, collectively, (a) the Merger and other related transactions contemplated by the Merger Agreement, (b) the Debt Assumption,
(c) the funding of the First Lien Loans, the Revolving Credit Loans and the Second Lien Notes on the Closing Date and the execution
and delivery of Loan Documents, the First Lien Financing Documents and the Second Lien Financing Documents to be entered into on
the Closing Date, (d) the payment of Transaction Expenses and (e) the Closing Date Refinancing.


 


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


 


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


 


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


 


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


 


“Unrestricted
Cash” means cash that is not Restricted Cash.


 


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


 


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


 


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


 


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


 




    	 	-65-	 



     


    

 


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


 


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


 


“Yen”
means the lawful currency of Japan.


 


Section
1.02         Other Interpretive Provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 	-66-	 



     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(r)          References
in this Agreement to any direct or indirect parent of the Parent Borrower shall include Omega Parent.


 




    	 	-67-	 



     


    

 


Section
1.03         Accounting Terms.


 


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


 


Section
1.04         Rounding.


 


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


 


Section
1.05         References to Agreements, Laws, Etc.


 


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


 


Section
1.06         Times of Day.


 


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


 


Section
1.07         Timing of Payment or Performance.


 


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


 




    	 	-68-	 



     


    

 


Section
1.08         Pro Forma Calculations. 


 


(a)          Notwithstanding
anything to the contrary herein, financial ratios and tests, including the Consolidated Fixed Charge Coverage Ratio or any leverage
ratio used in any First Lien Financing Document or any Second Lien Financing Document in connection with the incurrence of Indebtedness
permitted by Section 7.03 or Liens permitted by Section 7.01 (each, a “Term Loan Leverage Ratio”), and compliance
with covenants determined by reference to Consolidated EBITDA or Total Assets, shall be calculated in the manner prescribed by
this Section 1.08; provided that notwithstanding anything to the contrary in clauses (b), (c), (d) or (e) of this Section
1.08, when calculating any such ratio or test for purposes of the definition of “Applicable Rate” or Section 7.11 (other
than for the purpose of determining Pro Forma Compliance with Section 7.11), the events described in this Section 1.08 that occurred
subsequent to the end of the applicable Test Period shall not be given pro forma effect and (B) when calculating any such
ratio or test for purposes of the incurrence of any Indebtedness, cash and Cash Equivalents resulting from the incurrence of any
such Indebtedness shall be excluded from the pro forma calculation of any applicable ratio or test for purposes of determining
net Indebtedness. In addition, whenever a financial ratio or test is to be calculated on a pro forma basis, the reference
to the “Test Period” for purposes of calculating such financial ratio or test shall be deemed to be a reference to,
and shall be based on, the most recently ended Test Period for which internal financial statements of the Parent Borrower are available
(as determined in good faith by the Administrative Borrower) (it being understood that for purposes of determining Pro Forma Compliance
with Section 7.11, if no Test Period with an applicable level cited in Section 7.11 has passed, the applicable level shall be the
level for the first Test Period cited in Section 7.11 with an indicated level). For the avoidance of doubt, the provisions of the
foregoing sentence shall not apply for purposes of calculating any such ratio or test for purposes of the definition of “Applicable
Rate” or Section 7.11 (other than for the purpose of determining Pro Forma Compliance with Section 7.11), 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 or compliance with any covenant determined by reference to Consolidated EBITDA
or Total Assets (including the Consolidated Fixed Charge Coverage Ratio or any Term Loan Leverage Ratio), Specified Transactions
(with any incurrence or repayment of any Indebtedness in connection therewith to be subject to clause (d) of this Section 1.08
(other than Indebtedness incurred or repaid under any revolving credit facility or line of credit)) that have been made (i) during
the applicable Test Period or (ii) if applicable as described in clause (a) above, subsequent to such Test Period and prior to
or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma
basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA, Total Assets and the
component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable
Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period). If since the beginning of any applicable
Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into
the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified
Transaction that would have required adjustment pursuant to this Section 1.08, then such financial ratio or test (or Consolidated
EBITDA or Total Assets) shall be calculated to give pro forma effect thereto in accordance with this Section 1.08.


 


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


 




    	 	-69-	 



     


    

 


(d)          In
the event that (w) the Parent Borrower or any of its Restricted Subsidiaries incurs (including by assumption or guarantees) or
repays (including by redemption, repayment, amortization, retirement, discharge, defeasance or extinguishment) any Indebtedness
(other than Indebtedness incurred or repaid under any revolving credit facility or line of credit), (x) the Parent Borrower
or any of its Restricted Subsidiaries issues, repurchases or redeems Disqualified Equity Interests, (y) any Restricted Subsidiary
issues, repurchases or redeems Preferred Stock or (z) other than for the purposes of determining compliance with Section 7.11 (including
Pro Forma Compliance with Section 7.11), any Borrower or any of its Restricted Subsidiaries establishes or eliminates (or designates
or undesignates) any Designated Revolving Commitments, in each case included in the calculations of any financial ratio or test,
(i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously
with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving
pro forma effect to such incurrence or repayment of Indebtedness, or such issuance or redemption of Disqualified Equity Interests
or Preferred Stock, in each case to the extent required, as if the same had occurred on the last day of the applicable Test Period
(except in the case of the Consolidated Fixed Charge Coverage Ratio (or similar ratio), in which case such incurrence, assumption,
guarantee, redemption, repayment, retirement, discharge, defeasance or extinguishment of Indebtedness or such issuance, repurchase
or redemption of Disqualified Equity Interests or Preferred Stock will be given effect, as if the same had occurred on the first
day of the applicable Test Period) and for all purposes, other than for the purposes of determining compliance with Section 7.11
(including Pro Forma Compliance with Section 7.11), such financial ratio or test shall be calculated giving pro forma effect to
the full amount of any undrawn Designated Revolving Commitments as if such full amount of Indebtedness thereunder had been incurred
thereunder throughout such period.


 


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


 


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


 




    	 	-70-	 



     


    

 


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


 


Section
1.09         Currency Generally. 


 


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


 


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


 




    	 	-71-	 



     


    

 


Section 1.10         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.


 


Article
II.

THE COMMITMENTS AND CREDIT EXTENSIONS


 


Section
2.01         Revolving Credit Commitments.


 


(a)          [Reserved].


 


(b)          The
Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender with a Revolving
Credit Commitment severally agrees to make loans denominated in Dollars or another Available Currency pursuant to Section 2.02
from its applicable Lending Office to the Borrowers from time to time, on any Business Day during the Availability Period, in an
aggregate principal amount at any one time outstanding that will not (after giving effect to any concurrent use of the proceeds
thereof to repay LC Disbursements) result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving
Credit Commitment or (ii) the Total Revolving Credit Exposure exceeding the Total Revolving Credit Commitments. Within the limits
of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the
Borrowers may borrow under this Section 2.01(b), prepay under Section 2.05, and reborrow under this Section 2.01(b)
without premium or penalty (subject to Section 3.05) during the Availability Period. Revolving Credit Loans may be Base Rate Loans
or Eurocurrency Rate Loans, as further provided herein.


 


(c)          Total
Revolving Credit Exposure. Notwithstanding anything herein to the contrary, subject to Section 2.01(d), Revolving Credit Loans
shall not be made (and shall not be required to be made) by any Lender in any instance where the incurrence thereof (after giving
effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant
to this Agreement) would cause the Total Revolving Credit Exposure to exceed the Line Cap at such time.


 


(d)          Agent
Advance. In the event that (i) any Borrower is unable to comply with the limitation set forth in Section 2.01(c) or (ii) such
Borrower is unable to satisfy the conditions precedent to the making of Revolving Credit Loans set forth in Section 4.02, in either
case, the Lenders, subject to the immediately succeeding proviso, hereby authorize the Administrative Agent (including through
an Affiliate or branch), for the account of the applicable Lenders, to make Revolving Credit Loans to such Borrower, in either
case solely in the event that the Administrative Agent in its Permitted Discretion deems necessary or desirable (A) to preserve
or protect the Collateral, or any portion thereof, (B) to enhance the likelihood of repayment of the Obligations or (C) to pay
any other amount chargeable to any Borrower pursuant to the terms of this Agreement, including, expenses and fees, which Revolving
Credit Loans may only be made as Base Rate Loans (each, an “Agent Advance”) for a period commencing on the date
the Administrative Agent first receives a Committed Loan Notice requesting an Agent Advance or otherwise makes an Agent Advance
until the earlier of (x) the date such Borrower is again able to comply with the Borrowing Base limitations and the conditions
precedent to the making of Revolving Credit Loans, or obtain an amendment or waiver with respect thereto, (y) the date that is
thirty (30) days after the funding of the initial Agent Advances and (z) the date the Required Lenders instruct the Administrative
Agent to cease making Agent Advances (in each case, the “Agent Advance Period”); provided that the Administrative
Agent shall not make any Agent Advance to the extent that at the time of the making of such Agent Advance, the amount of such Agent
Advance (I) when added to the aggregate outstanding amount of all other Agent Advances made to the Borrowers at such time, would
exceed 10% of the Borrowing Base at such time or (II) when added to the Total Revolving Credit Exposure as then in effect (immediately
prior to the incurrence of such Agent Advance), would exceed the Total Revolving Credit Commitments at such time. Agent Advances
may be made by the Administrative Agent in its sole discretion and the Borrowers shall have no right whatsoever to require that
any Agent Advances be made.


 




    	 	-72-	 



     


    

 


(e)          Mandatory
Borrowing. On any Business Day (but in any event no less frequently than once per week), the Administrative Agent may, in its
sole discretion give notice to the Lenders that the Administrative Agent’s outstanding Agent Advances shall be funded with
one or more Borrowings of Revolving Credit Loans (provided that such notice shall be deemed to have been automatically given
upon the occurrence of an Event of Default under Section 8.01(f) or upon the exercise of any of the remedies provided in the last
paragraph of Section 7.01), in which case one or more Borrowings of Revolving Credit Loans constituting Base Rate Loans (each such
Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all applicable
Lenders pro rata based on each such Lender’s Pro Rata Share (determined before giving effect to any termination of the Revolving
Credit Commitments pursuant to Section 8.02) and the proceeds thereof shall be applied directly by the Administrative Agent to
repay the Administrative Agent for such outstanding Agent Advances. Each Lender hereby irrevocably agrees to make Revolving Credit
Loans upon one (1) Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in
the preceding sentence and on the date specified in writing by the Administrative Agent notwithstanding (i) the amount of the Mandatory
Borrowing may not comply with the minimum Borrowing amounts otherwise required hereunder, (ii) whether any conditions specified
in Section 4.02 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory
Borrowing, (v) the amount of the Borrowing Base at such time and (vi) whether such Lender’s Revolving Credit Commitment has
been terminated at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required
above (including, as a result of the commencement of a proceeding under any Debtor Relief Law with respect to any Borrower), then
each Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise have occurred,
but adjusted for any payments received from the Borrowers on or after such date and prior to such purchase) from the Administrative
Agent such participations in the outstanding Agent Advances as shall be necessary to cause the applicable Lenders to share in such
Agent Advances ratably based upon their respective Revolving Credit Commitments (determined before giving effect to any termination
of the Revolving Credit Commitments pursuant to Section 8.02); provided that (x) all interest payable on the Agent Advances
shall be for the account of the Administrative Agent until the date as of which the respective participation is required to be
purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after the
time any purchase of participations is actually made and (y) at the time any purchase of participations pursuant to this sentence
is actually made, the purchasing Lender shall be required to pay the Administrative Agent interest on the principal amount of the
participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred
to but excluding the date of payment for such participation, at the overnight Federal Funds Rate for the first three (3) days and
at the interest rate otherwise applicable to Revolving Credit Loans maintained as Base Rate Loans hereunder for each day thereafter.


 


(f)          Debt
Assumption. Notwithstanding anything herein or in the Loan Documents to the contrary:


 


(i)          On
the Closing Date, immediately after the consummation of the Merger and upon the effectiveness of this Agreement, the Initial Borrower
shall be the sole Borrower hereunder and under the Loan Documents.


 


(ii)         On
the Closing Date, immediately after the payment of any Transaction Expenses payable on the Closing Date, the Company will become
a party hereto and to the Loan Documents and will be the Parent Borrower and all rights, title, interests, liabilities, duties
and obligations (including the Indebtedness and Obligations of the Initial Borrower) in, to and under this Agreement, the other
Loan Documents and any other documents in connection therewith shall be, and shall be deemed to be, assumed by the Company and
the Company agrees to pay, perform and discharge all of the Initial Borrower’s obligations and covenants as “Parent
Borrower” and a “Loan Party” thereunder in accordance with the terms of this Agreement and the other Loan Documents
and otherwise be liable for such Indebtedness and to perform and discharge all of the Obligations and any and all obligations under
this Agreement, the other Loan Documents and any other documents in connection therewith (the transactions described in this Section
2.01(f)(ii), collectively, the “Debt Assumption”). Immediately after the Debt Assumption, the Closing Date Refinancing
shall be consummated.


 




    	 	-73-	 



     


    

 


Section
2.02         Loans and Borrowings.


 


(a)          Each
Revolving Credit Loan (other than a Swing Line Loan or an Agent Advance) shall be made as part of a Borrowing consisting of Revolving
Credit Loans made by the Lenders ratably in accordance with their respective Revolving Credit Commitments of the applicable Class.
The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder.
Any Agent Advance and any Swing Line Loan shall be made in accordance with the procedures set forth in Section 2.01 and Section
2.04, respectively.


 


(b)          Subject
to Section 3.03, (i) each Revolving Credit Borrowing shall be comprised entirely of Base Rate Loans or Eurocurrency Rate Loans
as the Administrative Borrower may request in accordance herewith, (ii) each Revolving Credit Borrowing consisting of Base Rate
Loans shall be comprised entirely of Base Rate Loans and (iii) each Revolving Credit Borrowing consisting of Eurocurrency Rate
Loans shall be comprised entirely of Eurocurrency Rate Loans. Each Lender at its option may make any Eurocurrency Rate Loan or
Base Rate Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any
exercise of such option shall not affect the obligation of the applicable Lender to make such Loan and the obligation of the applicable
Borrower to repay such Loan in accordance with the terms of this Agreement.


 


(c)          At
the commencement of each Interest Period for any Eurocurrency Rate Loan, such Borrowing shall be in an increment of $500,000 or
a whole multiple of $500,000 in excess thereof; provided, that a Revolving Credit Borrowing may be in an aggregate amount
that is equal to the entire unused balance of the Revolving Credit Commitments under the applicable Revolving Credit Facility or
that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.03(e). Borrowings of more than
one Type and Class may be outstanding at the same time; provided, that there shall not, at any time, be more than a total
of ten (10) Interest Periods outstanding.


 


(d)          Notwithstanding
any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date for such Borrowing.


 


(e)          To
request a Revolving Credit Borrowing (other than a Swing Line Loan), the Administrative Borrower shall notify the Administrative
Agent of such request electronically (such notice in respect of the initial Credit Extensions, or in connection with any Permitted
Acquisition or other transaction permitted under this agreement, may be conditioned on the occurrence of the Closing Date or the
occurrence of such Permitted Acquisition or other transaction, as applicable, so long as the Borrowers indemnify the Lenders for
any amounts that would be payable under Section 3.05) (a) in the case of a Eurocurrency Rate Loan, not later than 12:00 noon, New
York City time, three (3) Business Days before the date of the proposed Borrowing (other than Eurocurrency Rate Loans to be incurred
on the Closing Date for which notice may be given not later than 12:00 noon, New York City time, one (1) Business Day prior to
the Closing Date) and (b) in the case of a Base Rate Loan including Agent Advances), not later than 12:00 noon, New York City time,
on the date of the proposed Borrowing. Each such Committed Loan Notice submitted electronically shall be irrevocable and shall
specify the following information in compliance with Section 2.02:


 


		(i)	the applicable Borrower with respect to such Borrowing;



 


		(ii)	the currency and aggregate amount of the requested Borrowing;



 


		(iii)	the date of such Borrowing, which shall be a Business Day;



 




    	 	-74-	 



     


    

 


		(iv)	whether such Borrowing is to be an Base Rate Loan or a
Eurocurrency Rate Loan;



 


		(v)	in the case of a Eurocurrency Rate Loan, the initial Interest
Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;



 


		(vi)	the location and number of the account to which funds are
to be disbursed;



 


		(vii)	the Borrowing Base at such time; and



 


		(viii)	in the case of an Base Rate Loan, whether the Revolving
Credit Loans made pursuant to such Borrowing constitute Agent Advances (it being understood that the Administrative Agent shall
be under no obligation to make such Agent Advance).



 


If no election as to
the Type of Revolving Credit Borrowing is specified, then the requested Revolving Credit Borrowing shall be deemed to be a Base
Rate Loan. If no Interest Period is specified with respect to any requested Eurocurrency Rate Loan, then the Administrative Borrower
shall be deemed to have selected an Interest Period of one (1) month’s duration. Promptly following receipt of a Committed
Loan Notice in accordance with this Section 2.02(e), the Administrative Agent shall advise each applicable Lender under the relevant
Facility of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. The
Administrative Agent may act without liability upon the basis of communications submitted electronically of such Borrowing or prepayment,
as the case may be, believed by the Administrative Agent in good faith to be from a Responsible Officer of the Administrative Borrower.


 


Section
2.03         Letters of Credit. 


 


(a)          Subject
to the terms and conditions set forth herein, any Issuing Bank, in reliance on the agreements of the Lenders set forth in Section
2.03(d), agrees to issue trade and standby Letters of Credit denominated in Dollars or another Available Currency for the account
of any Borrower, or the account of such Borrower for the benefit of any Restricted Subsidiary, in each case, on any Business Day
during the applicable Availability Period in such form as may be approved from time to time by such Issuing Bank; provided,
that no Issuing Bank shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, (i) the
LC Exposure with respect to Letters of Credit would exceed the LC Sublimit, (ii) the Total Revolving Credit Exposure would exceed
the Line Cap at such time, or (iii) such Letter of Credit is to be issued in any currency other than Dollars. Additionally, no
Issuing Bank shall be under any obligation to issue or renew any Letter of Credit if the Letter of Credit is to be denominated
in a currency other than Dollars. Subject to the terms and conditions set forth herein, the Administrative Borrower may request
the issuance of Letters of Credit for the benefit of any Borrower or applicable Restricted Subsidiary, in a form reasonably acceptable
to the applicable Issuing Bank, at any time and from time to time during the Availability Period (but not later than the date that
is three (3) Business Days prior to the Maturity Date, unless Cash Collateralized or backstopped on terms reasonably acceptable
to the Issuing Bank and the Administrative Agent)); provided, further, that, notwithstanding anything to the contrary
herein, no Issuing Bank shall have any obligation to issue any Letter of Credit if the issuance of such Letter of Credit would
violate one or more policies of such Issuing Bank applicable to letters of credit generally. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions of the LC Application or other agreement submitted
by the Administrative Borrower to, or entered into by the applicable Borrower with, the applicable Issuing Bank relating to any
Letter of Credit, the terms and conditions of this Agreement shall control. Any purported grant of a security interest in any LC
Document shall be null and void.


 




    	 	-75-	 



     


    

 


(b)          To
request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Administrative
Borrower shall hand deliver or fax (or transmit electronically if (i) Bank of America, N.A. is the applicable Issuing Bank or (ii)
arrangements for doing so have been approved by any other applicable Issuing Bank) to the applicable Issuing Bank and the Administrative
Agent (at least three (3) Business Days (or such shorter period as may be agreed by the applicable Issuing Bank and the Administrative
Agent) in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter
of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment,
renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply
with paragraph (c) of this Section 2.03), the amount and currency of such Letter of Credit, the applicable Borrower with respect
to such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the Administrative Borrower also shall submit a
LC Application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit
the Administrative Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal
or extension (A) the LC Exposure with respect to Letters of Credit shall not exceed the LC Sublimit, (B) the Total Revolving Credit
Exposure shall not exceed the sum of the Total Revolving Credit Commitments at such time and (C) the Total Revolving Credit Exposure
shall not exceed the Line Cap at such time.


 


(c)          Each
Letter of Credit shall expire at or prior to the close of business on the earlier of (i) (A) with respect to any standby Letter
of Credit, the date that is one (1) year after the date of issuance of such standby Letter of Credit (or, in the case of any renewal
or extension thereof, the date that is one (1) year after the date of such renewal or extension) and (B) with respect to any trade
Letter of Credit, the date that is one hundred eighty (180) days after the date of issuance of such trade Letter of Credit and
(ii) the date that is three (3) Business Days prior to the Maturity Date (unless other provisions or arrangements reasonably satisfactory
to the applicable Issuing Bank shall have been made with respect to such Letter of Credit). If the Administrative Borrower so requests
in any notice requesting the issuance of a Letter of Credit, the applicable Issuing Bank shall issue a Letter of Credit that has
automatic renewal provisions (each, an “Auto Renewal Letter of Credit”); provided, that the Administrative
Borrower shall be required to make a specific request to the applicable Issuing Bank for any such renewal. Once an Auto Renewal
Letter of Credit has been issued, the Lenders shall be deemed to have authorized the renewal of such Letter of Credit at any time
to an expiry date not later than the earlier of (i) the date that is one (1) year from the date of such renewal (or such longer
period as may be agreed by the applicable Issuing Bank three (3) Business Days prior to the Maturity Date (unless other provisions
or arrangements reasonably satisfactory to the applicable Issuing Bank shall have been made with respect to such Letter of Credit);
provided, that the applicable Issuing Bank shall not permit any such renewal if such Issuing Bank has determined that it
would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the
provisions of Section 4.02 or otherwise).


 


(d)          By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of any Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Lender (with respect to
each Letter of Credit), and each Lender hereby acquires from the applicable Issuing Bank, a participation in such Letter of Credit
equal to such Lender’s Pro Rata Share of the aggregate amount available to be drawn under such Letter of Credit. In consideration
and in furtherance of the foregoing, (A) each Lender hereby absolutely and unconditionally agrees to pay to the Administrative
Agent, for the account of the applicable Issuing Bank, such Lender’s Pro Rata Share of each LC Disbursement with respect
to a Letter of Credit made by such Issuing Bank, in Dollars, and not reimbursed by the applicable Borrower on the date due as provided
in paragraph (e) of this Section 2.03, or of any reimbursement payment required to be refunded to the applicable Borrower for any
reason in respect thereof. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section
2.03(d) in respect of Letters of Credit and such Lender’s obligations under Section 2.03(e) are absolute and unconditional
and shall not be affected by any circumstance including (i) any setoff, counterclaim, recoupment, defense or other right that such
Lender may have against the applicable Issuing Bank, the applicable Borrower or any other Person for any reason whatsoever, (ii)
the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified
in Article IV, (iii) any adverse change in the condition (financial or otherwise) of the applicable Borrower, (iv) any breach of
this Agreement or any other Loan Document by the Borrowers, any other Loan Party or any other Lender or any reduction in or termination
of the Revolving Credit Commitments or (v) any other circumstance, happening or event whatsoever, whether or not similar to any
of the foregoing.


 




    	 	-76-	 



     


    

 


(e)          If
any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the applicable Borrower shall reimburse such
LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement, in the same currency as the LC Disbursement,
not later than 2:00 p.m., New York City time, on the Business Day that the Administrative Borrower receives notice that such LC
Disbursement is made (or, if the Administrative Borrower receives such notice after 12:00 noon, New York City time, not later than
2:00 p.m., New York City time on the Business Day immediately following the day that the Administrative Borrower receives such
notice); provided, that (if the conditions of Sections 4.02(a), (b) and (d) are satisfied) the applicable Borrower shall
have the absolute and unconditional right to require that such payment be financed with a Borrowing of Base Rate Loans, in each
case in an equivalent amount and, to the extent so financed, the applicable Borrower’s obligation to make such payment shall
be discharged and replaced by the resulting Revolving Credit Borrowing. If the applicable Borrower fails to make such payment when
due, or finance such payment in accordance with the proviso to the preceding sentence, the applicable Issuing Bank shall promptly
notify the Administrative Agent of the applicable LC Disbursement and the Administrative Agent shall promptly notify each Lender
of the applicable LC Disbursement, the payment then due from the applicable Borrower in respect thereof and such Lender’s
Pro Rata Share thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Pro Rata
Share of the payment then due from the applicable Borrower by wire transfer of immediately available funds to the account of the
Administrative Agent most recently designated by it for such purpose by notice to the Lenders not later than 3:00 p.m., New York
City time, on the date such notice is received (or, if such Lender shall have received such notice later than 1:00 noon, New York
City time on such day, not later than 10:00 a.m., New York City time, on the immediately following Business Day), and the Administrative
Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt
by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph
to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a
Lender pursuant to this paragraph to reimburse any Issuing Bank for any LC Disbursement (other than the funding of Base Rate Loans
or Eurocurrency Rate Loans as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of
its obligation to reimburse such LC Disbursement. If any Lender shall not have made its Pro Rata Share of an LC Disbursement available
to the Administrative Agent as provided above, such Lender and the applicable Borrower severally agree to pay interest on such
amount, for each day from and including the date such amount is required to be paid in accordance with this Section 2.03(e) to
but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in
the case of the Borrowers, a rate per annum equal to the interest rate applicable to Base Rate Loans and (ii) in the case of such
Lender, for the first such day, the Federal Funds Rate, and for each day thereafter, the Base Rate.


 


(f)          Each
Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.03(e) and each Lender’s obligations under
paragraphs (d) and (e) of this Section 2.03 shall be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity
or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue
or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft
or other document that does not comply with the terms of such Letter of Credit, (iv) any adverse change in the exchange rate or
in the availability of an Available Currency to any Borrower or any of the Restricted Subsidiaries or in the relevant currency
markets generally, or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might,
but for the provisions of this Section 2.03, constitute a legal or equitable discharge of, or provide a right of setoff against,
each Borrower’s obligations hereunder. None of the Administrative Agent, the Lenders or the Issuing Banks, or any of their
respective Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer
of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice
or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing
Bank; provided, that the provisions of this Section 2.03(f) shall not be construed to excuse the applicable Issuing Bank from liability
to any Borrower to the extent of any direct damages (as opposed to indirect, consequential, special and punitive damages, claims
in respect of which are hereby waived by such Borrower to the extent permitted by applicable law) suffered by such Borrower that
are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented
under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence,
bad faith or willful misconduct on the part of any Issuing Bank (as finally determined by a court of competent jurisdiction), the
applicable Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face
to be in material compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, in
good faith either accept and make payment upon such documents without responsibility for further investigation, regardless of any
notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict
compliance with the terms of such Letter of Credit.


 




    	 	-77-	 



     


    

 


(g)          Each
Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment
under a Letter of Credit issued by such Issuing Bank. Each Issuing Bank shall promptly notify the Administrative Agent and the
Administrative Borrower electronically of such demand for payment and whether such Issuing Bank has made or will make an LC Disbursement
thereunder; provided, that any failure to give or delay in giving such notice shall not relieve the applicable Borrower
of its obligation to reimburse such Issuing Bank and the Lenders with respect to any such LC Disbursement.


 


(h)          If
any Issuing Bank shall make any LC Disbursement, then, unless the applicable Borrower shall reimburse such LC Disbursement in full
on the date such LC Disbursement is made the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the applicable Borrower reimburses such LC Disbursement, at the rate
per annum equal to the Base Rate; provided, that, if the applicable Borrower fails to reimburse such LC Disbursement, including
by requiring that such payment be financed with a Base Rate Loan pursuant to paragraph (e) of this Section 2.03, then Section 2.08(b)
shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest
accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section 2.03 to reimburse such Issuing
Bank shall be for the account of such Lender to the extent of such payment.


 


(i)          An
Issuing Bank may resign upon thirty (30) days’ prior written notice to the Administrative Borrower and the Administrative
Agent. An Issuing Bank may be replaced at any time by written agreement among the Borrowers, the Administrative Agent, the replaced
Issuing Bank (provided, that no consent of the replaced Issuing Bank will be required if it has no Letters of Credit or
Reimbursement Obligations with respect thereto outstanding) and the successor Issuing Bank. The Administrative Agent shall notify
the Lenders of any such resignation or replacement of such Issuing Bank. At the time any such resignation or replacement shall
become effective, the Borrowers shall pay all unpaid fees in respect of the Revolving Credit Facility, in each case, accrued for
the account of the replaced Issuing Bank pursuant to Section 2.09(d). From and after the effective date of any such replacement,
(i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to
refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall
require. After the resignation or replacement of an Issuing Bank hereunder, the resigned or replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit issued by it prior to such replacement, but shall not be required to renew existing Letters of Credit or issue
additional Letters of Credit.


 


(j)          If
any Event of Default under Section 8.01(f) with respect to the Parent Borrower or any Borrower shall occur and be continuing or
if the Loans have been accelerated pursuant to Section 8.02 as a result of any Event of Default, on the Business Day that the Administrative
Borrower receives notice from an Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated,
Lenders with LC Exposure representing greater than 50.0% of the total LC Exposure), in each case, demanding the deposit of Cash
Collateral pursuant to this paragraph, the applicable Borrower, shall deliver Cash Collateral to the Administrative Agent, for
the benefit of the applicable Lenders, an amount in cash equal to 102% of the applicable LC Exposure as of such date. Such deposit
shall be held by the Administrative Agent as collateral for the payment and performance of the Letter of Credit obligations (including
related fees and expenses) of the applicable Borrower under this Agreement. The Administrative Agent shall have exclusive dominion
and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of
such deposits, which investments shall be made in Cash Equivalents at the option and reasonable discretion of the Administrative
Agent and at the applicable Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any,
on such investments shall accumulate in such account. Moneys in such account shall be released by the Administrative Agent to be
applied by the Administrative Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it has not been reimbursed
and to pay all fees and expenses relating to Letters of Credit that were not otherwise paid when due and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of the applicable Borrower for the applicable LC Exposure
at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing
greater than 50.0% of the total LC Exposure), be applied to satisfy other obligations of such Borrower under this Agreement. If
any Borrower is required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default
specified above, such amount (to the extent not applied as aforesaid) shall be returned to such Borrower within two (2) Business
Days after such Event of Default has been cured or waived (unless the Revolving Credit Commitments have been terminated and the
Obligations have been accelerated, in each case in accordance with Section 8.02).


 




    	 	-78-	 



     


    

 


(k)          If
the Maturity Date of any Class of Revolving Credit Commitments occurs prior to the expiration of any Letter of Credit, then (i)
if one or more other Classes of Revolving Credit Commitments in respect of which the Maturity Date shall not have occurred are
then in effect and such Letter of Credit would otherwise be available under such Class of Revolving Credit Commitments, such Letter
of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase
participations therein and to make payments in respect thereof pursuant to Sections 2.03(d) and (e)) under (and ratably participated
in by the Lenders pursuant to) the Revolving Credit Commitments in respect of which the Maturity Date shall not have occurred up
to an aggregate amount not to exceed the aggregate 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 the immediately preceding clause (i), the applicable Borrower shall Cash Collateralize any such Letter of Credit in
accordance with Section 2.03(j). For the avoidance of doubt, commencing on the Maturity Date of any Class of Revolving Credit Commitments,
the sublimit for Letters of Credit under any Class of Revolving Credit Commitments that has not so then matured shall be as agreed
in the relevant Extension Amendment with the applicable Lenders.


 


(l)           If
the Maturity Date occurs prior to the expiration of any Letter of Credit, then the applicable Borrower shall Cash Collateralize
any such Letter of Credit in accordance with Section 2.03(j).


 


(m)         If
any LC Exposure exists at the time a Lender becomes a Defaulting Lender then:


 


(i)          all
or any part of the LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with
their respective Pro Rata Share in respect of the Revolving Credit Facility, but only to the extent (A) the sum of all non-Defaulting
Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting
Lenders’ Revolving Credit Commitments and (B) the Revolving Credit Exposure of each non-Defaulting Lender after giving effect
to such reallocation does not exceed the Revolving Credit Commitment of such non-Defaulting Lender;


 


(ii)         if
the reallocation described in clause (i) above cannot, or can only partially, be effected, each Borrower shall, within three (3)
Business Days following notice by the Administrative Agent, Cash Collateralize for the benefit of each applicable Issuing Bank
in accordance with Section 2.03(j) only such Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure
(after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section
8.02 for so long as such LC Exposure is outstanding;


 


(iii)        if
a Borrower Cash Collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, such Borrower
shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(d) with respect to such Defaulting Lender’s
LC Exposure during the period such Defaulting Lender’s LC Exposure is Cash Collateralized except to the extent of such fees
that became due and payable by such Borrower prior to the date such Lender became a Defaulting Lender (it being understood that
any Cash Collateral provided pursuant to this Section 2.03 shall be released promptly following the termination of the Defaulting
Lender status of the applicable Lender);


 


(iv)        if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Section 2.09(c) and (d) shall be adjusted in accordance with such non-Defaulting Lenders’ Pro Rata Share; and


 




    	 	-79-	 



     


    

 


(v)         if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor Cash Collateralized pursuant to clause
(i) or (ii) above, then, (A) without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all
fees payable under Section 2.09(d) with respect to such Defaulting Lender’s LC Exposure shall be payable to each applicable
Issuing Bank until and to the extent that such LC Exposure is reallocated and/or Cash Collateralized and (B) the applicable Issuing
Bank will have no obligation to issue new Letters of Credit, or to extend or renew existing Letters of Credit to the extent LC
Exposure would exceed the non-Defaulting Lenders’ Revolving Credit Commitments, unless such Borrower’s obligations
corresponding to such Defaulting Lender’s LC Exposure is Cash Collateralized to the Issuing Bank’s reasonable satisfaction.


 


(n)          Schedule
1.01F contains a schedule of certain letters of credit issued prior to the Closing Date by Bank of America, N.A. for the account
of the Beta Entities and the Omega Entities. On the Closing Date (i) such letters of credit, to the extent outstanding, shall be
deemed to be Letters of Credit issued pursuant to this Section 2.03 for the account of the Borrowers, (ii) the face amount of such
letters of credit shall be included in the calculation of LC Obligations and (iii) all liabilities of the Borrowers with respect
to such letters of credit shall constitute Obligations.


  


Section
2.04         Swing Line Loans.


 


(a)          Subject
to the terms and conditions set forth herein, the Swing Line Lender may in its discretion, and in reliance upon the agreements
of the other Lenders set forth in this Section 2.04, make available loans in Dollars to the Borrowers (the “Swing Line
Loans”) from time to time during the Availability Period in an aggregate principal amount at any time outstanding that
will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding the Swing Line Sublimit or (ii)
the Total Revolving Credit Exposure exceeding the Line Cap at such time; provided, further, that the Swing Line Lender shall
not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swing Line Loans. To request a Swing
Line Loan, the Administrative Borrower shall notify the Administrative Agent of such request electronically in the form of a Swing
Line Loan Notice, not later than 2:00 p.m., New York City time, on the day of a proposed Swing Line Loan. Each such Swing Line
Loan Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested
Swing Line Loan. The Administrative Agent will promptly advise the Swing Line Lender of any such Swing Line Loan Notice received
from the Administrative Borrower. The Swing Line Lender shall make each Swing Line Loan available to the Borrowers by means of
a credit to the account identified in the Swing Line Loan Notice (including, in the case of a Swing Line Loan made to finance the
reimbursement of a LC Disbursement, by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan
or fees or expenses as provided by Section 2.04(c), by remittance to the Administrative Agent to be distributed to the Lenders)
on the requested date of such Swing Line Loan.


 


(b)          Settlement
of Swing Line Loans among Lenders and Administrative Agent shall take place on a date determined from time to time by Administrative
Agent (but at least weekly, unless the settlement amount is less than $5,000,000), on a pro rata basis in accordance with the settlement
report delivered by Administrative Agent to the Lenders. Between settlement dates, Administrative Agent may in its discretion apply
payments on Revolving Credit Loans to Swing Line Loans, regardless of any designation by Administrative Borrower or any provision
herein to the contrary.


 




    	 	-80-	 



     


    

 


(c)          In
addition, the Swing Line Lender may by written notice given to the Administrative Agent not later than 4:00 p.m., New York City
time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swing Line
Loans outstanding. Such notice shall specify the aggregate amount of Swing Line Loans in which Lenders will participate. Promptly
upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s
Pro Rata Share of such Swing Line Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice
as provided above, to pay to the Administrative Agent, for the account of the Swing Line Lender, such Lender’s Pro Rata Share
of such Swing Line Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Line
Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including
the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation
under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.12 with respect
to Loans made by such Lender (and Section 2.12 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the Swing Line Lender the amounts so received by it from the Lenders. The Administrative
Agent shall notify the Administrative Borrower of any participations in any Swing Line Loan acquired pursuant to this paragraph.
Any amounts received by the Swing Line Lender from the Borrowers (or other party on behalf of any Borrower) in respect of a Swing
Line Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative
Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests
may appear; provided that any such payment so remitted shall be repaid to the Swing Line Lender or the Administrative
Agent, as applicable, if and to the extent such payment is required to be refunded to any Borrower for any reason. The purchase
of participations in a Swing Line Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment
thereof.


 


Section
2.05         Prepayments.


 


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


 




    	 	-81-	 



     


    

 


(ii)          The
Borrowers 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 $100,000 or a whole multiple of $50,000 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 Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice
shall be due and payable on the date specified therein.


 


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


 


(b)          Mandatory.
(i) If for any reason, at any time the Total Revolving Credit Exposure exceeds the Line Cap, the applicable Borrowers shall within
one (1) Business Day after receipt of written notice thereof from the Administrative Agent prepay Revolving Credit Loans and/or
Cash Collateralize Letters of Credit (in accordance with Section 2.03(j)) in an aggregate amount equal to the amount that Total
Revolving Credit Exposure exceeds the Line Cap.


 


(ii)          Amounts
to be applied pursuant to this Section 2.05(b) shall be applied to reduce Revolving Credit Exposure (it being understood that Revolving
Credit Exposure shall be deemed reduced to the extent of any Cash Collateralization of LC Exposure solely for purposes of determining
whether any further mandatory prepayment is required); provided that to the extent that any Revolving Credit Exposure is
reduced by prepaying Revolving Credit Loans, such amounts shall be applied (A) first, to reduce outstanding Revolving Credit Loans
consisting of Base Rate Loans and (B) any amounts remaining after each such application shall be applied to prepay outstanding
Revolving Credit Loans consisting of Eurocurrency Rate Loans in a manner that minimizes the amount of any payments required to
be made by the Borrowers pursuant to Section 3.05. No permanent reduction of Revolving Credit Commitments will be required in connection
with any prepayment pursuant to this Section 2.05.


 


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


 


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


 




    	 	-82-	 



     


    

 


Section
2.06         Termination or Reduction of Commitments.


 


(a)          Optional.
The Borrowers may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time
to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i)
any such notice shall be received by the Administrative Agent at least 11:00 a.m. three (3) Business Days prior to the date of
termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000, or any whole multiple
of $500,000 in excess thereof or, if less, the entire amount thereof, (iii) any termination or permanent reduction of any Revolving
Credit Commitments pursuant to this Section 2.06(a) shall be applied as directed by the Borrower, including as to any Class of
Extended Revolving Credit Commitments or existing Revolving Credit Commitments (including any Incremental Revolving Credit Commitments),
(iv) if, after giving effect to any reduction of the Revolving Credit Commitments, the LC 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 and (v)
in any event, the applicable Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to
any concurrent prepayment of the Revolving Credit Loans in accordance with Section 2.05, the Total Revolving Credit Exposure would
exceed the Line Cap at such time. Notwithstanding the foregoing, the Administrative Borrower may rescind or postpone any notice
of termination of any Commitments prior to the effectiveness of such termination if such termination would have resulted from a
refinancing of all or a portion of the applicable Facility or other conditional event, which refinancing or other conditional event
shall not be consummated or otherwise shall be delayed. Except as provided above, the amount of any such Revolving Credit Commitment
reduction shall not be applied to the LC Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowers.


 


(b)          Mandatory.
The Revolving Credit Commitment of each Revolving Credit Lender of a Class shall automatically and permanently terminate on the
Maturity Date for such applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release
any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, LC Credit Extensions
or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing
will not release any Revolving Credit Lender from any obligation to fund its portion of LC Credit Extensions or participations
in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date, in each case,
other than to the extent such participations have been reallocated pursuant to the terms hereof. The commitments of the Issuing
Banks to issue, amend, renew or extend any Letters of Credit shall automatically terminate on the earlier to occur of (i) the termination
of the Revolving Credit Commitments and (ii) the date that is three (3) Business Days prior to the applicable Maturity Date.


 


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


 


Section
2.07         Repayment of Loans.


 


(a)          [Reserved].


 


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


 


(c)          Swing
Line Loans. The Borrowers shall repay the aggregate principal amount of each Swing Line Loan on the earlier to occur of (i)
thirty (30) days after such Loan is made and (ii) the Latest Maturity Date for the Revolving Credit Commitments.


 


Section
2.08         Interest.


 


(a)          Subject
to the provisions of Section 2.08(b), (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable
Rate; (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 made under the Initial Revolving Credit Commitments.


 




    	 	-83-	 



     


    

 


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


 


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


 


Section
2.09         Fees. 


 


(a)          [Reserved].


 


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


 


(c)          Commitment
Fee. The Borrowers shall pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lenders)
in accordance with its Pro Rata Share, a commitment fee for the period from the Closing Date to but excluding the Maturity Date
(or such earlier date on which the Revolving Credit Commitments shall have expired or terminated) equal to the Commitment Fee Rate
divided by three hundred and sixty (360) days and multiplied by the number of days in the fiscal quarter and then
multiplied by the amount, if any, by which the Average Facility Balance with respect to the Revolving Credit Facility for
such fiscal quarter (or portion thereof that the Revolving Credit Commitments are in effect) is less than the aggregate amount
of the Revolving Credit Commitments; provided that if the Revolving Credit Commitments are terminated on a day other than
the first day of a fiscal quarter, then any such fee payable for the fiscal quarter in which termination shall occur shall be paid
on the effective date of such termination and shall be based upon the number of days that have elapsed during such period. The
foregoing notwithstanding, in accordance with Section 2.14(b), the applicable lenders may consent to a different Commitment Fee
Rate to be paid pursuant to the terms of any applicable Incremental Amendment or Extension Offer. Accrued Commitment Fees shall
be payable in arrears on the first day of each January, April, July and October of each year and on the date on which the Revolving
Credit Commitments terminate, commencing on September 30, 2019. All Commitment Fees shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).


 


(d)          Letter
of Credit Fees. (i) Each applicable Borrower agrees to pay to the Administrative Agent for the account of each Lender a participation
fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the
interest rate applicable to Eurocurrency Rate Loans on the average daily amount of such Lender’s LC Exposure in respect of
Letters of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including
the Closing Date to but excluding the later of the date on which such Lender’s Revolving Credit Commitment terminates and
the date on which such Lender ceases to have any LC Exposure with respect to any Letters of Credit. Each Borrower, severally but
not jointly, agrees to pay to each Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to the
Letters of Credit issued by such Issuing Bank on account of such Borrower during the period from and including the Closing Date
to but excluding the later of the date of termination of the Revolving Credit Commitments and the date on which there ceases to
be any LC Exposure attributable to the Letters of Credit issued by such Issuing Bank, as well as such Issuing Bank’s standard
fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Accrued participation fees and fronting fees under this paragraph (b) shall be payable in Dollars on the first day of each January,
April, July and October of each year and on the date on which the Revolving Credit Commitments terminate, commencing on September
30, 2019; provided, that any such fees accruing after the date on which the Revolving Credit Commitments terminate shall
be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within thirty (30)
days after written demand therefor. All participation fees and fronting fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed (including the first day but excluding the last day)


 




    	 	-84-	 



     


    

 


Section
2.10         Computation of Interest and Fees.



 


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


 


Section
2.11         Evidence of Indebtedness.


 


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


 


(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 Borrowers to, in the case of the Register, each Lender and, in the
case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided
that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the
Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrowers under this Agreement
and the other Loan Documents.


 




    	 	-85-	 



     


    

 


Section
2.12         Payments Generally. 


 


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


 


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


 


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


 


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


 


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


 




    	 	-86-	 



     


    

 


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


 


(d)          The
obligations of the Lenders hereunder to make Loans 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.


 


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


 


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


 


Section
2.13         Sharing of Payments.


 


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


 




    	 	-87-	 



     


    

 


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


 


Section
2.14         Incremental Facilities. 


 


(a)          At
any time and from time to time, subject to the terms and conditions set forth herein, the Administrative Borrower may, by notice
to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy of such notice to each of the Lenders),
request to incur one or more increases in the Revolving Credit Commitments (“Incremental Revolving Credit Commitments”
or the “Incremental Facilities”); provided, that at the time of the effectiveness of each Incremental
Amendment, no Specified ABL Default has occurred and is continuing or shall result therefrom (and, in connection with any Incremental
Facility to fund a Permitted Acquisition or permitted Investment, no Specified Event of Default shall have occurred and be continuing
as of the date of the definitive acquisition agreements for such Permitted Acquisition or permitted Investment entered into). Notwithstanding
anything to the contrary herein, without the consent of the Required Lenders, the aggregate principal amount of the Incremental
Facilities shall not exceed $50,000,000. All Incremental Revolving Commitments shall be in an integral multiple of $250,000 and
in an aggregate principal amount that is not less than $5,000,000 (or in such lesser minimum amount agreed by the Administrative
Agent); provided, that such amount may be less than the applicable minimum amount if such amount represents all the remaining
availability in respect of the Incremental Facilities.


 


(b)          Any
Incremental Revolving Commitment shall be on terms identical to the Revolving Credit Commitments under the Revolving Credit Facility
proposed to be increased thereby, including with respect to having the same Guarantors and being secured by the same Collateral
on a pari passu basis with the applicable Facility subject to such increase except that the Maturity Date of an Incremental
Revolving Commitment shall be no earlier (but may be later) than the Revolving Credit Commitments proposed to be increased. Unless
the Incremental Revolving Commitment and the Revolving Credit Commitments proposed to be increased have different Maturity Dates,
such Incremental Revolving Commitment shall be deemed a Revolving Credit Commitment of the applicable Revolving Credit Facility
or both Revolving Credit Facilities, as the case may be, pursuant to the applicable Incremental Amendment (it being understood
that an Incremental Facility establishing Incremental Revolving Commitments will not create a separate Revolving Credit Facility
and such Incremental Revolving Commitments will be deemed a part of the applicable Revolving Credit Facility); provided,
that the Applicable Rate and the Commitment Fee Rate, in each case applicable to the Revolving Credit Commitments and Revolving
Credit Loans of such Revolving Credit Facility, may be increased, without the consent of any Lender, in connection with the incurrence
of any Incremental Revolving Commitment such that the Applicable Rate and the Commitment Fee Rate of such Revolving Credit Commitments
are identical to those of the Incremental Revolving Commitments.


 




    	 	-88-	 



     


    

 


(c)          Each
notice from any Borrower pursuant to this Section 2.14 shall set forth the requested amount of the relevant Incremental Revolving
Commitments. Any Additional Lenders that elect to extend Incremental Revolving Commitments shall be reasonably satisfactory to
the Administrative Borrower, and, to the extent its consent would be required with respect to an assignment to such Additional
Lender under Section 10.07(b), the Administrative Agent, the Swing Line Lender and each Issuing Bank (in each case, any approval
thereof not to be unreasonably withheld, delayed or conditioned), and, if not already a Lender, shall become a Lender under this
Agreement pursuant to an Incremental Amendment. Each Incremental Facility shall become effective pursuant to an amendment (each,
an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the
Administrative Borrower, any applicable Borrowers, such Additional Lender or Additional Lenders and the Administrative Agent. No
Incremental Amendment shall require the consent of any Lenders or any other Person other than the Administrative Borrower, any
applicable Borrowers, the Administrative Agent and the Additional Lenders with respect to such Incremental Amendment. The Lenders
hereby irrevocably authorize the Administrative Agent to enter into Incremental Amendments and, as appropriate, amendments to the
other Loan Documents as may be necessary in order to establish new tranches or sub-tranches in respect of the existing Revolving
Credit Commitments and such technical amendments as may be necessary or appropriate in the opinion of the Administrative Agent,
the Administrative Borrower and the applicable Borrower to effect the provisions of this Section 2.14 (including to provide for
class voting provisions applicable to the Additional Lenders on terms comparable to the provisions of Section 10.01). In addition,
if so provided in such Incremental Amendment and with the consent of the applicable Issuing Banks, participations in Letters of
Credit expiring on or after the Maturity Date shall be re-allocated from Lenders holding Revolving Credit Commitments to Lenders
holding Incremental Revolving Commitments, be deemed to be participation interests in respect of such Incremental Revolving Commitments
and the terms of such participation interests (including the participation fees applicable thereto) shall be adjusted accordingly.
No Lender shall be obligated to provide any Incremental Revolving Commitments, unless it so agrees. Revolving Credit Commitments
in respect of any Incremental Revolving Commitments shall become Revolving Credit Commitments under this Agreement. The effectiveness
of any Incremental Amendment (each, an “Incremental Facility Closing Date”) shall, unless otherwise agreed to
by the Administrative Agent and the Additional Lenders party thereto, be subject to (i) the payment in full of all fees and expenses
owing to the Administrative Agent and the Lenders in respect of such Incremental Facility, to the extent invoiced prior to such
date and (ii) on the date of the effectiveness of the Incremental Revolving Commitments thereunder, no Specified ABL Default shall
exist after giving effect to such Incremental Revolving Commitments (or, in the case of a Permitted Acquisition, permitted Investment
or Limited Condition Transaction, no Specified ABL Default (as determined in accordance with Section 1.08(g)) shall exist on the
LCT Test Date and no Specified Event of Default shall exist on the date that such Incremental Revolving Commitments become effective).
Upon each increase in the Revolving Credit Commitments of a Revolving Credit Facility pursuant to this Section 2.14, each
Lender under such Revolving Credit Facility immediately prior to such increase will automatically and without further act be deemed
to have assigned to each Lender providing a portion of the Incremental Revolving Commitment (each an “Incremental Lender”)
in respect of such increase, and each such Incremental Lender will automatically and without further act be deemed to have assumed,
a portion of such Lender’s participations hereunder in outstanding Letters of Credit under the applicable Revolving Credit
Facility such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the
aggregate outstanding participations hereunder in Letters of Credit held by each Lender in such Revolving Credit Facility (including
each such Incremental Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders in such Revolving
Credit Facility represented by such Lender’s Revolving Credit Commitment thereunder. Each of the parties hereto hereby agrees
that the Administrative Agent may, in consultation with the Administrative Borrower, take any and all actions as may be reasonably
necessary to ensure that, after giving effect to any Incremental Revolving Commitment, the outstanding Revolving Credit Loans are
held by the Lenders in accordance with their respective Pro Rata Shares in respect of the applicable Revolving Credit Facility.
The foregoing may be accomplished at the discretion of the Administrative Agent, following consultation with the Administrative
Borrower, (A) by requiring the outstanding Revolving Credit Loans to be prepaid with the proceeds of a new Revolving Credit Borrowing,
(B) by causing non-increasing Lenders to assign portions of their outstanding Revolving Credit Loans to new or increasing Lenders,
(C) by a combination of the foregoing or (D) by any other means agreed to by the Administrative Agent and the Administrative Borrower,
and any such prepayment or assignment shall be subject to Section 3.05 but shall otherwise be without premium or penalty. The Administrative
Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere
in this Agreement shall not apply to any of the transactions effected pursuant to the immediately preceding sentence. For the avoidance
of doubt, no existing Lender shall be required to participate in an Incremental Facility without its consent.


 




    	 	-89-	 



     


    

 


Section
2.15         Interest Elections. 


 


(a)          Each
Borrowing initially shall be of the Type specified in the applicable Committed Loan Notice and, in the case of a Eurocurrency Rate
Loan, shall have an initial Interest Period as specified in such Committed Loan Notice; provided, that, if the Administrative
Borrower fails to specify a Type of Loan in the Committed Loan Notice, then the Loans shall be made as Base Rate Loans and if the
Administrative Borrower requests a Borrowing of Eurocurrency Rate Loans, but fails to specify an Interest Period, it will be deemed
to have requested an Interest Period of one month’s duration. Thereafter, the Administrative Borrower may elect to convert
such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Rate Loan, may elect Interest
Periods therefor, all as provided in this Section 2.15. The Administrative Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding
the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding
any other provision of this Section 2.15, the Administrative Borrower will not be permitted to change the currency of any
Borrowing, except by repaying a Borrowing with a new Borrowing. This Section 2.15 shall not apply to Swing Line Borrowings
or Agent Advances, which may not be converted or continued.


 


(b)          To
make an election pursuant to this Section 2.15, the Administrative Borrower shall notify the Administrative Agent of such election
electronically by the time that a Committed Loan Notice would be required under Section 2.02(e) if the Administrative Borrower
were requesting a Revolving Credit Borrowing of the Type resulting from such election to be made on the effective date of such
election. Each such Committed Loan Notice submitted electronically shall be irrevocable.


 


(c)          Each
Committed Loan Notice submitted electronically shall specify the following information in compliance with Section 2.2(e):


 


(i)           the
Borrower with respect to such Borrowing;


 


(ii)          the
Borrowing to which such Committed Loan Notice applies and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant
to clauses (iv) and (v) below shall be specified for each resulting Borrowing);


 


(iii)         the
effective date of the election made pursuant to such Committed Loan Notice, which shall be a Business Day;


 


(iv)        whether
the resulting Borrowing is to be a Base Rate Loan or a Eurocurrency Rate Loan; and


 


(v)          if
the resulting Borrowing is a Eurocurrency Rate Loan, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Committed
Loan Notice requests a Eurodollar Borrowing but does not specify an Interest Period, then the Administrative Borrower shall be
deemed to have selected an Interest Period of one (1) month’s duration.


 


(d)          Promptly
following receipt of a Committed Loan Notice, the Administrative Agent shall advise each applicable Lender of the details thereof
and of such Lender’s portion of each resulting Borrowing.


 


(e)          If
the Administrative Borrower fails to deliver a timely Committed Loan Notice with respect to a Eurocurrency Rate Loan prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein at the end of such Interest
Period, such Borrowing shall be converted to a Base Rate Loan. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Administrative
Borrower, then, so long as an Event of Default is continuing (x) no outstanding Borrowing may be converted to or continued as a
Eurocurrency Rate Loan and (y) unless repaid, at the end of the Interest Period applicable thereto, each Eurocurrency Rate Loan
shall be converted to an Base Rate Loan.


 




    	 	-90-	 



     


    

 


Section
2.16         Extension of Revolving Credit Loans.


 


(a)          [Reserved].


 


(b)          Notwithstanding
anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Offer”) made
from time to time by the Administrative Borrower to all Lenders of any Revolving Credit Facility with Revolving Credit Commitments
with a like maturity date on a pro rata basis (based on the aggregate outstanding principal amount of the Revolving Credit Commitments
under such Revolving Credit Facility with a like maturity date) and on the same terms to each such Lender, the Administrative Borrower
is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such
Extension Offers to extend the maturity date of each such Lender’s Revolving Credit Commitments of such Revolving Credit
Facility and otherwise modify the terms of such Revolving Credit Commitments pursuant to the terms of the relevant Extension Offer
(including by increasing the interest rate or fees payable in respect of such Revolving Credit Commitments (and related outstandings))
(each, an “Extension”, and each group of Revolving Credit Commitments, as so extended, as well as the original
Revolving Credit Commitments of such Revolving Credit Facility (not so extended), being a “tranche”; any Extended Revolving
Credit Commitments shall constitute a separate tranche of Revolving Credit Commitments from the tranche of Revolving Credit Commitments
of such Revolving Credit Facility from which they were extended), so long as the following terms are satisfied with respect to
each applicable Revolving Credit Facility: (i) except as to pricing (including interest rates, fees and funding discounts), conditions
precedent and maturity (which shall be set forth in the relevant Extension Offer), the Revolving Credit Commitment of any Lender
that agrees to an Extension with respect to such Revolving Credit Commitment (an “Extending Lender”) extended
pursuant to an Extension (an “Extended Revolving Credit Commitment”), and the related outstandings, shall be
a Revolving Credit Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Credit
Commitments (and related outstandings) (provided, that (1) assignments and participations of Extended Revolving Credit Commitments
and Extended Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving
Credit Commitments and Revolving Credit Loans of such Revolving Credit Facility and (2) at no time shall there be Revolving Credit
Commitments hereunder (including Extended Revolving Credit Commitments and any original Revolving Credit Commitments) which have
more than four different maturity dates), (ii) if the aggregate principal amount of Revolving Credit Commitments in respect of
which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving
Credit Commitments offered to be extended by the Administrative Borrower pursuant to such Extension Offer, then the Revolving Credit
Loans of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to
exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer and (iii) all documentation
in respect of such Extension shall be consistent with the foregoing.


 


(c)          With
respect to all Extensions consummated by the Administrative Borrower pursuant to this Section 2.16, (i) such Extensions shall not
constitute voluntary or mandatory payments or prepayments for purposes of this Agreement and (ii) each Extension Offer shall specify
the minimum amount of Revolving Credit Commitments of each Revolving Credit Facility to be tendered. The transactions contemplated
by this Section 2.16 (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving
Credit Commitments on such terms as may be set forth in the relevant Extension Offer) shall not require the consent of any Lender
or any other Person (other than as set forth in clause (c) below), and the requirements of any provision of this Agreement (including
Sections 2.02(c), 2.05 and 2.12) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction
contemplated by this Section 2.16 shall not apply to any of the transactions effected pursuant to this Section 2.16.


 




    	 	-91-	 



     


    

 


(d)          No
consent of any Lender or any other Person shall be required to effectuate any Extension, other than the consent of the Administrative
Borrower, each applicable Borrower and each Lender agreeing to such Extension with respect to one or more of its Revolving Credit
Commitments (or a portion thereof) and the Issuing Bank (if applicable), which consent shall not be unreasonably withheld, conditioned
or delayed. All Extended Revolving Credit Commitments and all obligations in respect thereof shall be Obligations under this Agreement
and the other Loan Documents that are secured by the Collateral on a pari passu basis with the applicable Facility subject
to such Extension Amendment. The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this
Agreement and the other Loan Documents (an “Extension Amendment”) with the Administrative Borrower and each
applicable Borrower as may be necessary in order to establish new tranches or sub-tranches in respect of Revolving Credit Commitments
of each Revolving Credit Facility so extended and such technical amendments as may be necessary or appropriate in the opinion of
the Administrative Agent and the Administrative Borrower to effect the provisions of this Section 2.16 (including in connection
with the establishment of such new tranches or sub-tranches, or to provide for class voting provisions applicable to the Additional
Lenders on terms comparable to the provisions of Section 10.01). In addition, if so provided in such Extension Amendment and with
the consent of the applicable Issuing Banks, participations in Letters of Credit expiring on or after the Maturity Date shall be
re-allocated from Lenders holding Revolving Credit Commitments to Lenders holding Extended Revolving Credit Commitments in accordance
with the terms of such Extension Amendment; provided, however, that such participation interests shall, upon receipt
thereof by the relevant Lenders holding Extended Revolving Credit Commitments, be deemed to be participation interests in respect
of such Extended Revolving Credit Commitments and the terms of such participation interests (including the commission applicable
thereto) shall be adjusted accordingly.


 


(e)          In
connection with any Extension, the Administrative Borrower shall provide the Administrative Agent at least five (5) Business Days
(or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures
(including regarding timing, rounding and other adjustments and to ensure reasonable administrative management of the credit facilities
hereunder after such Extension), 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.


 


(f)          Notwithstanding
anything to the contrary above, at any time and from time to time following the establishment of a Class of Extended Revolving
Credit Commitments, the Administrative Borrower may offer any Lender of a Revolving Credit Facility that had been subject to an
Extension Amendment (without being required to make the same offer to any or all other Lenders) who had not elected to participate
in such Extension Amendment the right to convert all or any portion of its Revolving Credit Commitments into such Class of Extended
Revolving Credit Commitments of such Revolving Credit Facility; provided, that (i) such offer and any related acceptance
shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent;
(ii) such additional Extended Revolving Credit Commitments shall be on identical terms (including as to the proposed interest rates
and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally
shared with the relevant Lenders) with the existing Extended Revolving Credit Commitments, (iii) any Lender which elects to participate
in an Extension Amendment pursuant to this clause (f) shall enter into a joinder agreement to the respective Extension Amendment,
in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent,
the Administrative Borrower and any other applicable Borrowers and (iv) any such additional Extended Revolving Credit Commitments
shall be in an aggregate principal amount that is not less than $1,000,000 (or, in the case of an outstanding Class with an entire
outstanding principal amount of existing Revolving Credit Commitments less than a $1,000,000 that is to be refinanced in full,
such outstanding principal amount or commitments), unless each of the Administrative Borrower and the Administrative Agent otherwise
consents. Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part
of the Class to which such Loans are added, and shall not constitute a new Class of new Extended Revolving Credit Commitments.


 


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.


 




    	 	-92-	 



     


    

 


(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 Issuing Bank or Swing Line Lender hereunder; third, if so determined by the
Administrative Agent or requested by the Issuing Bank 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 Borrowers may
request (so long as no Default or Event of Default has occurred and is continuing), to the funding of any Loan in respect of which
that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative
Agent; fifth, if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit
account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth,
to the payment of any amounts owing to the Lenders, the Issuing Bank or Swing Line Lender as a result of any judgment of a court
of competent jurisdiction obtained by any Lender, the Issuing Bank 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 Borrowers as a result of any judgment of
a court of competent jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s
breach of its obligations under this Agreement; and 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 LC Borrowings
in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or LC 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 LC Borrowings owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment
of any Loans of, or LC 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 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(c)
for any period during which that Lender is a Defaulting Lender (and the Borrowers 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(m).


 


(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 LC Obligations shall be computed without giving effect to the Revolving Credit Commitment of that Defaulting Lender;
provided that the aggregate obligation of each Non-Defaulting Lender under a Class of Revolving Credit Commitments 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 Revolving Credit Commitment under such Class of that Non-Defaulting Lender minus (2) the sum of (A) the aggregate
Outstanding Amount of the Revolving Credit Loans, (B) the aggregate Outstanding Amount of the Pro Rata Share or other applicable
share provided under this Agreement (immediately prior to giving effect to such applicable reallocation) of the LC Obligations
and (C) the aggregate Outstanding Amount of the Pro Rata Share or other applicable share provided under this Agreement (immediately
prior to giving effect to such applicable reallocation) of the Swing Line Loans, in each case, under such Class of Revolving Credit
Commitments of that Non-Defaulting Lender.


 




    	 	-93-	 



     


    

 


(b)          Defaulting
Lender Cure. If the Administrative Borrower, the Administrative Agent, Swing Line Lender and each Issuing Bank agree in writing
in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent
will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set
forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable,
purchase that portion of outstanding Loans of the other Lenders at par or take such other actions as the Administrative Agent may
determine to be necessary to cause the Revolving Credit Loans 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 or other applicable share provided
under this Agreement (without giving effect to the reallocation of such Lender’s participation pursuant to Section 2.17(a)(iv)),
whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with
respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided,
further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting
Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having
been a Defaulting Lender


 


(c)          Cash
Collateralization. At any time that there shall exist a Defaulting Lender, promptly upon the written request of the Administrative
Agent (with respect to any or all Fronting Exposure) or the Issuing Bank or the Swing Line Lender (solely with respect to such
Person’s Fronting Exposure at such time), the Borrowers shall deliver to the Administrative Agent Cash Collateral (or, in
the case of Fronting Exposure with respect to Swing Line Loans, repay such Swing Line Loans) in an amount sufficient to cover all
such Fronting Exposure that has not been reallocated pursuant to Section 2.17(a)(iv) (after giving effect to 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 (i) the relevant Issuing Bank and the Lenders, as collateral for the
LC Obligations or (ii) the Swing Line Lender and the Lenders, as collateral for the Swing Line Obligations, cash and Cash Equivalents
(if reasonably acceptable to the Administrative Agent and the relevant Issuing Bank or Swing Line Lender, as applicable) or deposit
account balances (“Cash Collateral”) pursuant to documentation in form and substance reasonably satisfactory
to the Administrative Agent and the relevant Issuing Bank or Swing Line Lender, as applicable (which documents are hereby consented
to by the Lenders). Derivatives of such term have corresponding meanings.


 


Section
2.18        Co-Borrowers.


 


(a)           Each
Borrower accepts joint and several liability hereunder in consideration of the financial accommodation to be provided by the Administrative
Agent, the Lenders and the Issuing Banks under this Agreement and the other Loan Documents, for the mutual benefit, directly and
indirectly, of each Borrower and in consideration of the undertakings of each Borrower to accept joint and several liability for
the obligations of each Borrower.


 


(b)          Each
Borrower shall be jointly and severally liable for the Obligations, regardless of which Borrower actually receives the Loans hereunder
or the amount of the Obligations received or the manner in which the Administrative Agent or any Lender accounts for the Obligations
on its books and records. Each Borrower’s obligations with respect to Loans made to it, and each Borrower’s obligations
arising as a result of the joint and several liability of such Borrower hereunder, with respect to Loans or LC Obligations made
to and other Obligations owing by the Borrowers hereunder, shall be separate and distinct obligations, but all such obligations
shall be primary obligations of each Borrower.


 




    	 	-94-	 



     


    

 


(c)          Each
Borrower’s obligations arising as a result of the joint and several liability of such Borrower hereunder with respect to
Loans made to, Letters of Credit issued on behalf of, and other Obligations owing by the Borrowers hereunder shall, to the fullest
extent permitted by law, be unconditional irrespective of (A) the validity or enforceability, avoidance or subordination of the
obligations of any other Borrower or of any promissory note or other document evidencing all or any part of the obligations of
any other Borrower, (B) the absence of any attempt to collect the Obligations from any other Borrower, any other guarantor, or
any other security therefor, or the absence of any other action to enforce the same, (C) the waiver, consent, extension, forbearance
or granting of any indulgence by the Administrative Agent or any Lender with respect to any provision of any instrument evidencing
the obligations of any other Borrower, or any part thereof, or any other agreement now or hereafter executed by any other Borrower
and delivered to the Administrative Agent or any Lender, (D) the failure by the Administrative Agent or any Lender to take any
steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the obligations
of any other Borrower, (E) the Administrative Agent’s or any Lender’s election, in any proceeding instituted under
the Bankruptcy Code of the United States, of the application of Section 1111(b)(2) of the Bankruptcy Code of the United States,
(F) any borrowing or grant of a security interest by any other Borrower, as Debtor In Possession under Section 364 of the Bankruptcy
Code of the United States, (G) the disallowance of all or any portion of the Administrative Agent’s or any Lender’s
claim(s) for the repayment of the obligations of any other Borrower under Section 502 of the Bankruptcy Code of the United States,
or (H) any other circumstances which might constitute a legal or equitable discharge or defense of a guarantor or of any other
Borrower. With respect to each Borrower’s obligations arising as a result of the joint and several liability of such Borrower
hereunder with respect to Loans made to the Borrowers hereunder, such Borrower waives, until the Obligations shall have been paid
in full and this Agreement and the other Loan Documents shall have been terminated, any right to enforce any right of subrogation
or any remedy which the Administrative Agent or any Lender now has or may hereafter have against such Borrower, any endorser or
any guarantor of all or any part of the Obligations, and any benefit of, and any right to participate in, any security or collateral
given to the Administrative Agent or any Lender to secure payment of the Obligations or any other liability of any Borrower to
the Administrative Agent or any Lender.


 


(d)          Upon
the occurrence and during the continuation of any Event of Default, the Administrative Agent and the Lenders may proceed directly
and at once, without notice, against any Borrower to collect and recover the full amount, or any portion of the Obligations, without
first proceeding against any other Borrower or any other Person, or against any security or collateral for the Obligations. Each
Borrower consents and agrees that the Administrative Agent and the Lenders shall be under no obligation to marshal any assets in
favor of any Borrower or against or in payment of any or all of the Obligations.


 


(e)          Each
Borrower hereby irrevocably appoints the Administrative Borrower as the borrowing agent and attorney-in-fact for the Borrowers,
which appointment shall remain in full force and effect unless and until the Administrative Agent shall have received prior written
notice signed by all of the Borrowers that such appointment has been revoked and that another Borrower has been appointed in the
place of the Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (i)
to provide to the Administrative Agent and receive from the Administrative Agent all notices with respect to Loans obtained for
the benefit of any Borrower and all other notices and instructions under this Agreement and the other Loan Documents and (ii) to
take such action as the Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers
as are reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Collateral
of the Borrowers in a combined fashion, as more fully set forth herein and in the Collateral Documents, is done solely as an accommodation
to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most efficient and economical manner
and at their request, and that neither the Agents nor the Lenders shall incur liability to the Borrowers as a result hereof. Each
of the Borrowers expects to derive benefit, directly or indirectly, from the handling of the Collateral in a combined fashion since
the successful operation of each Borrower is dependent on the continued successful performance of the integrated group


 


(f)          After
the Closing Date, the Administrative Borrower may, at any time and from time to time, designate any Restricted Subsidiary that
is a wholly-owned Domestic Subsidiary as a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed
by such Subsidiary and the Administrative Borrower, together with any documentation and other information with respect to such
additional Borrower required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the PATRIOT Act requested by the Administrative Agent (and to the extent
not theretofore delivered on the Closing Date or otherwise) and satisfied the Collateral and Guarantee Requirement (including without
limitation the actions as specified in Section 6.11 with respect to newly formed Subsidiaries), and upon such delivery and satisfaction,
such Subsidiary shall for all purposes of this Agreement and the other Loan Documents be a Borrower and a party to this Agreement.
As soon as practicable upon receipt of a Borrower Joinder Agreement, the Administrative Agent shall furnish a copy thereof to each
Lender.


 




    	 	-95-	 



     


    

 


Section 2.19         Cash
Management


 


(a)          The
Parent Borrower, the other Borrowers and each Loan Party shall, along with the Administrative Agent and certain financial institutions
selected by the Loan Parties, reasonably satisfactory to the Administrative Agent and located in the United States (the “Collection
Banks”), enter into within 90 days after the Closing Date (or such longer period as the Administrative Agent may reasonably
agree), and thereafter maintain, separate Account Control Agreements with respect to all deposit accounts (other than Exempt Accounts).
Each Loan Party shall (x) instruct all Account Debtors of such Loan Party (other than any Governmental Entity) to remit all payments
to the applicable “P.O. Boxes” or “Lockbox Addresses” of the applicable Collection Bank (or to remit such
payments to the applicable Collection Bank by electronic settlement) with respect to all Accounts of such Account Debtor which
remittances shall be collected by the applicable Collection Bank and deposited in the applicable Controlled Account of the applicable
Loan Party and (y) (i) instruct each Account Debtor with respect to Governmental Entity Accounts to remit all payments from such
Account Debtor to a concentration or deposit account that is used solely to collect Governmental Entity Accounts and that is not
subject to an Account Control Agreement (each such account, a “Government Receivables Account”) and (ii) deposit
or cause all proceeds deposited in any Government Receivables Account to be deposited promptly, and in any event no later than
the first Business Day after its receipt of such proceeds, in a concentration account which is a Controlled Account. All amounts
received by any Loan Party and any Collection Bank, in respect of any Account, in addition to all other cash received from any
other source (other than cash and Cash Equivalents maintained in Exempt Accounts or otherwise by Loan Parties not to exceed $5,000,000
in the aggregate at any time), shall promptly upon receipt be deposited or swept into a Controlled Account. The Loan Parties may
close deposit accounts at any Collection Bank and/or open new deposit accounts, subject (in the case of opening any new deposit
account) to the contemporaneous (or such longer period as the Administrative Agent may reasonably agree) execution and delivery
to the Administrative Agent of an Account Control Agreement consistent with the provisions of this Section 2.19 and otherwise reasonably
satisfactory to the Administrative Agent.


 


(b)          So
long as no Dominion Period then exists in respect of which the Administrative Agent has delivered notice thereof as contemplated
by the definition thereof, the Loan Parties shall be permitted to withdraw cash and Cash Equivalents from Controlled Accounts to
be used for working capital and general corporate purposes. If a Dominion Period exists and the Administrative Agent has delivered
notice thereof as contemplated by the definition thereof, all collected amounts held in the Controlled Accounts shall be applied
as provided in Section 2.19(c).


 


(c)          Each
Account Control Agreement relating to a Controlled Account shall (unless otherwise reasonably agreed by the Administrative Agent)
include provisions that allow, during any Dominion Period if the Administrative Agent so elects, for all collected amounts held
in such Controlled Account from and after the date requested by the Administrative Agent, to be sent by ACH or wire transfer or
similar electronic transfer no less frequently than once per Business Day to one or more accounts maintained with the Administrative
Agent (each, an “Agent Deposit Account”). Subject to the terms of the respective Collateral Document, during
any Dominion Period, all amounts received in an Agent Deposit Account shall be applied (and allocated) by the Administrative Agent
on a daily basis in the following order: (i) first, (A) if so elected by the Administrative Agent, to the payment (on a ratable
basis) of any outstanding fees and expenses actually due and payable to the Administrative Agent under any of the Loan Documents
and (B) to repay or prepay outstanding Loans advanced by the Administrative Agent on behalf of the Lenders pursuant to Section
2.01(d); (ii) second, to the extent all amounts referred to in preceding clause (i) have been paid in full, (A) if so elected
by the applicable Issuing Bank or the Swing Line Lender, to pay (on a ratable basis) all outstanding expenses actually due and
payable to each Issuing Bank and the Swing Line Lender under any of the Loan Documents and (B) to repay all outstanding unpaid
LC Disbursements and Swing Line Exposure and all interest thereon; (iii) third, to the extent all amounts referred to in preceding
clauses (i) and (ii) have been paid in full, (A) to pay (on a ratable basis) all accrued and unpaid interest actually due and payable
on the Revolving Credit Loans and (B) if so elected by the applicable Secured Party, to pay all accrued and unpaid fees actually
due and payable to the Administrative Agent, the Issuing Banks, the Swing Line Lender, and the Lenders under any of the Loan Documents
with respect to the Revolving Credit Loans; (iv) fourth, to the extent all amounts referred to in preceding clauses (i) through
(iii), inclusive, have been paid in full, to repay (on a ratable basis) the outstanding principal of Revolving Credit Loans (whether
or not then due and payable); (v) fifth, to the extent all amounts referred to in preceding clauses (i) through (iv), inclusive,
have been paid in full, to the Cash Collateralization (on a ratable basis) of all LC Exposure in accordance with Section 2.03(j);
(vi) sixth, to the extent all amounts referred to in preceding clauses (i) through (v), inclusive, have been paid in full, to pay
(on a ratable basis) all other outstanding Obligations then due and payable to the Administrative Agent and the Lenders under any
of the Loan Documents with respect to the Revolving Credit Loans; and (vii) seventh, to the extent all amounts referred to in preceding
clauses (i) through (vi) inclusive, have been paid in full and so long as no Specified Event of Default then exists, to be returned
to the applicable Borrowers for such Borrowers’ own account.


 




    	 	-96-	 



     


    

 


(d)          Subject
to the terms and conditions of Sections 10.04 and 10.05, all costs and expenses to effect the foregoing (including reasonable legal
fees and disbursements of counsel) shall be paid by the Loan Parties.


 


(e)          The
Administrative Agent agrees that immediately upon the termination of the Dominion Period it shall stop transferring amounts from
the Controlled Accounts to accounts maintained with the Administrative Agent pursuant to this Section 2.19, and the Loan Parties
shall be permitted to withdraw cash and Cash Equivalents from Controlled Accounts to be used for working capital and general corporate
purposes.


 


(f)           Notwithstanding
the foregoing, until the later of (x) nine (9) months after the date hereof (or such later date as may be agreed to by the Administrative
Agent in its Permitted Discretion) and (y) thirty (30) days after the date on which the Specified Post-Closing Undertaking is satisfied
in accordance with Section 6.18, Account Control Agreements shall not be required for the deposit accounts of any Beta Entity.


 


Article
III.

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY


 


Section 3.01         Taxes.


 


(a)          Except
as provided in this Section 3.01, all payments made by or on account of the Borrowers or Guarantors to or for the account
of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction or withholding
for any Taxes, except as required by any Law. If the Borrowers, any Guarantor or other applicable withholding agent shall be required
by any Laws to deduct or withhold any Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender,
(i) if the Tax in question is an Indemnified Tax or Other Tax (as defined below), the sum payable by the Borrowers or any Guarantor
shall be increased as necessary so that after making all required deductions or withholdings (including deductions or withholdings
applicable to additional sums payable under this Section 3.01), each of such Lender (or where any Agent receives the payments
for its own account, such Agent) receives an amount equal to the sum it would have received had no such deductions or withholdings
been made, (ii) the applicable withholding agent shall make such deductions, (iii) the applicable withholding agent shall
pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv)
within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days,
as soon as possible thereafter), if the Borrowers or any Guarantor is the applicable withholding agent, it shall furnish to such
Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence acceptable
to such Agent or Lender.


 


(b)          In
addition, the Borrowers agree to pay any and all present or future stamp, court or documentary Taxes and any other excise, property,
intangible or mortgage recording Taxes, imposed by any Governmental Authority, which arise from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document excluding, in each case, any such Tax imposed as
a result of an Agent or Lender’s Assignment and Assumption, grant of a participation, transfer or assignment to or designation
of a new applicable Lending Office or other office for receiving payments under any Loan Document (collectively, “Assignment
Taxes”), except for Assignment Taxes resulting from an assignment or participation that is requested or required in writing
by the Borrowers (all such non-excluded taxes described in this Section 3.01(b) being hereinafter referred to as “Other
Taxes”).


 


(c)          The
Borrowers and each Guarantor agree to promptly indemnify each Agent and each Lender for (i) the full amount of Indemnified Taxes
and Other Taxes payable by such Agent or such Lender and (ii) any expenses arising therefrom or with respect thereto, whether or
not such Taxes were correctly or legally imposed or asserted by the Governmental Authority. A certificate as to the amount of such
payment or liability prepared in good faith and delivered by such Agent or Lender (or by an Agent on behalf of such Lender), accompanied
by a written statement thereof setting forth in reasonable detail the basis and calculation of such amounts shall be conclusive
absent manifest error.


 




    	 	-97-	 



     


    

 


(d)          Each
Lender and Agent shall, at such times as are reasonably requested by the Borrowers or the Administrative Agent, provide the Borrowers
and the Administrative Agent with any documentation prescribed by Law or reasonably requested by the Borrowers or the Administrative
Agent certifying as to any entitlement of such Lender to an exemption from, or reduction in, withholding Tax with respect to any
payments to be made to such Lender under the Loan Documents. Each such Lender and Agent shall, whenever a lapse in time or change
in circumstances renders such documentation obsolete or inaccurate in any material respect, deliver promptly and on or before the
date such documentation expires, becomes obsolete or inaccurate to the Borrowers and the Administrative Agent updated or other
appropriate documentation (including any new documentation reasonably requested by the Borrowers or the Administrative Agent) or
promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so. Unless the applicable
withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to
or for a Lender are not subject to withholding Tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the
applicable withholding agent shall withhold amounts required to be withheld by applicable Law from such payments at the applicable
statutory rate. Notwithstanding any other provision of this clause (d), a Lender shall not be required to deliver any form pursuant
to this clause (d) that such Lender is not legally eligible to deliver. Without limiting the foregoing:


 


(i)          Each
Lender that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers and the
Administrative Agent on or before the date on which it becomes a party to this Agreement and at the reasonable request of the Parent
Borrower or Administrative Agent two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or
any successor forms) certifying that such Lender is exempt from U.S. federal backup withholding.


 


(ii)         Each
Lender that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers and
the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter
upon the request of the Borrowers or the Administrative Agent) whichever of the following is applicable:


 


(A)         two
properly completed and duly signed original copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successor
forms), claiming eligibility for the benefits of an income tax treaty to which the United States is a party,


 


(B)         two
properly completed and duly signed original copies of Internal Revenue Service Form W-8ECI (or any successor forms),


 


(C)         in
the case of a Lender claiming the benefits of the exemption for portfolio interest under Sections 871(h) or 881(c) of the
Code, (A) a certificate substantially in the form of Exhibit I hereto (any such certificate a “United States
Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of Internal Revenue Service
Form W-8BEN or W-8BEN-E, as applicable (or any successor forms), or


 


(D)         to
the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Participant holding a
participation granted by a participating Lender), two properly completed and duly signed original copies of Internal Revenue Service
Form W-8IMY (or any successor forms) of the Lender, accompanied by a properly completed and duly signed Form W-8ECI, W-8BEN, W-8BEN-E,
United States Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information from each beneficial owner, as
applicable (provided that, if such Lender is a partnership (and not a participating Lender) and one or more beneficial owners
are claiming the portfolio interest exemption, the United States Tax Compliance Certificate may be provided by such Lender on behalf
of such beneficial owner(s)).


 


(iii)        Each
Administrative Agent that is a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrowers
two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor forms) with respect
to fees received on its own behalf, certifying that such Administrative Agent is exempt from U.S. federal backup withholding. Each
Administrative Agent that is not a United States person (as defined in Section 7701(a)(30) of the Code) shall deliver to the
Borrowers and the Administrative Agent two properly completed and duly signed original copies of Internal Revenue Service Form
W-8ECI (or any successor forms) with respect to fees received on its own behalf and Internal Revenue Service Form W-8IMY, and including
required accompanying documentation with respect to payments to be received by it on behalf of the Lenders, certifying that it
is a “U.S. branch” and that the payments it receives for the account of others are not effectively connected with the
conduct of its trade or business within the United States and that it is using such form as evidence of its agreement with the
Borrower to be treated as a U.S. Person with respect to such payments (and the Borrower and the Administrative Agent agree to so
treat the Administrative Agent as a resident for tax purposes in the United States with respect to such payments as contemplated
by Section 1.1441-1(b)(2)(iv) of the United States Treasury Regulations).


 




    	 	-98-	 



     


    

 


(e)          If
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA, such Lender shall deliver to the Borrowers and the
Administrative Agent at the time or times prescribed by Laws and at such time or times reasonably requested by the Borrowers or
the Administrative Agent such documentation prescribed by applicable Laws and such additional documentation reasonably requested
by the Borrowers or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with
their obligations under FATCA and to determine whether such Lender has or has not complied with such Lender’s obligations
under FATCA and, if necessary, to determine the amount to deduct and withhold from such payment.


 


(f)          Each
Lender hereby authorizes the Administrative Agent to deliver to the Loan Parties and to any successor Administrative Agent any
documentation provided by such Lender to the Administrative Agent pursuant to Section 3.01(d) or (e) above.


 


(g)          Any
Lender or Agent claiming any additional amounts payable pursuant to this Section 3.01 shall use its reasonable efforts to
mitigate or reduce the additional amounts payable, which reasonable efforts may include a change in the jurisdiction of its Lending
Office (or any other measures reasonably requested by the Borrowers) if such a change or other measures would reduce any such additional
amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, result in any
unreimbursed cost or expense or be otherwise disadvantageous to such Lender.


 


(h)          If
any Lender or Agent determines, in its sole discretion exercised in good faith, that it has received a refund in respect of any
Indemnified Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by a Loan Party pursuant
to this Section 3.01, it shall promptly remit to such Loan Party an amount equal to the amount of such refund (but only to
the extent of indemnification or additional amounts paid by the Loan Party under this Section 3.01(h) with respect to the
Indemnified Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including any Taxes)
of the Lender or Agent, as the case may be, and without interest (other than any interest paid by the relevant taxing authority
with respect to such refund net of any Taxes payable by any Agent or Lender on such interest); provided that the Loan Parties,
upon the request of the Lender or Agent, as the case may be, shall promptly return such refund (plus any penalties, interest or
other charges imposed by the relevant taxing authority) to such party in the event such party is required to repay such refund
to the relevant taxing authority. The Administrative Agent or such Lender, as the case may be, shall provide the Loan Party with
a copy of any notice of assessment or other evidence reasonably available of the requirement to repay such refund received from
the relevant taxing authority. This Section shall not be construed to require any Agent or any Lender to make available its
tax returns (or any other information relating to Taxes that it deems confidential) to the Borrowers or any other person.


 


(i)          For
the avoidance of doubt, a “Lender” shall, for purposes of this Section 3.01, include any Issuing Bank and any Swing
Line Lender.


 




    	 	-99-	 



     


    

 


Section
3.02         Illegality.


 


If any Lender reasonably
determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender
or its applicable Lending Office to make, maintain or fund Eurocurrency Rate Loans, or to determine or charge interest rates based
upon the Eurocurrency Rate in each case after the Closing Date, then, on written notice thereof by such Lender to the Borrowers
through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurocurrency Rate Loans or to convert Base
Rate Loans to Eurocurrency Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making
or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurocurrency Rate component of the
Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined
by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender
notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay
or, if applicable, convert all applicable Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which
Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without
reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or promptly, if such Lender may not lawfully
continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging
interest rates based upon the Eurocurrency Rate component of the Base Rate with respect to any Base Rate Loans, the Administrative
Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency
Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such
Lender to determine or charge interest rates based upon the Eurocurrency Rate. Each Lender agrees to designate a different Lending
Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise
be materially disadvantageous to such Lender. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest
on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment and conversion.


 


Section
3.03         Inability to Determine Rates.


 


If, after the Closing
Date, the Required Lenders reasonably determine that for any reason in connection with any request for a Eurocurrency Rate Loan
or a conversion to or continuation thereof that (a) deposits are not being offered to banks in the London interbank eurodollar
market for the applicable amount, currency and Interest Period of such Eurocurrency Rate Loan (such Loans, the “Impacted
Loans”), (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest
Period with respect to a proposed Eurocurrency Rate Loan or in connection with an existing or proposed Base Rate Loan, or (c) the
Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly
reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each
Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, and (y) in
the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate,
the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative
Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke
any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans or, failing that, will be deemed
to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.


 


Notwithstanding the
foregoing, if the Administrative Agent has made the determination described in clause (a) of this Section 3.03, the Administrative
Agent, with the consent of the Parent Borrower, may establish an alternative interest rate for the Impacted Loans, in which case,
such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the
notice delivered with respect to the Impacted Loans under clause (a) of the first sentence of this Section 3.03, (2) the Administrative
Agent or the Required Lenders notify the Administrative Agent and the Borrowers that such alternative interest rate does not adequately
and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office
to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine
or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority
of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrowers written notice thereof.


 


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 Borrowers or Required Lenders notify the Administrative Agent (with, in the case of
the Required Lenders, a copy to Borrowers) that the Borrowers or Required Lenders (as applicable) have determined, that:


 




    	 	-100-	 



     


    

 


		(i)	adequate and reasonable means do not exist for ascertaining
LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published
on a current basis and such circumstances are unlikely to be temporary; or



 


		(ii)	the administrator of the LIBOR Screen Rate or a Governmental
Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which
LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific
date, the “Scheduled Unavailability Date”), or



 


		(iii)	syndicated loans currently being executed, or that include
language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt
a new benchmark interest rate to replace LIBOR,



 


then, reasonably promptly
after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and the Parent Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including
any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving
or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any
such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes
(as defined in Section 1.01) and any such amendment shall become effective upon execution by the Administrative Agent and the Administrative
Borrower 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 Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to
the Administrative Agent written notice that such Required Lenders do not accept such amendment.


 


If no LIBOR Successor
Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as
applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender.  Thereafter, (x) the
obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency
Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base
Rate.  Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation
of 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 into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in
the amount specified therein.


 


Notwithstanding anything
else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than
zero for purposes of this Agreement.


 


Section
3.04         Increased Cost and Reduced Return; Capital Adequacy; Eurocurrency
Rate Loan Reserves.


 


(a)          If
any Lender reasonably determines that as a result of a Change in Law, there shall be any increase in the cost to such Lender of
agreeing to make or making, funding or maintaining Eurocurrency Rate Loans or (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 (including
any Taxes (other than (i) Indemnified Taxes or Other Taxes or (ii) Taxes imposed on or with respect to any payment made by or on
account of any obligation of any Loan Party under any Loan Document that are excluded from the definition of Indemnified Taxes
pursuant to clauses (i) through (vi) thereof), including by imposing, modifying or holding applicable any reserve, special deposit,
compulsory loan, insurance charge or similar requirement against its loans, loan principal, letters of credit, commitments, or
other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and excluding for purposes of
this Section 3.04(a) any such increased costs or reduction in amount resulting from reserve requirements contemplated by Section
3.04(c) or the definition of Eurocurrency Rate), then from time to time within fifteen (15) days after demand by such Lender setting
forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with
Section 3.06), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased
cost or reduction.


 




    	 	-101-	 



     


    

 


(b)          If
any Lender reasonably determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s
holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return
on such Lender’s capital or on the capital of any such Lender’s holding companies, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by it, or participations in or issuance of Letters of Credit by such
Lender, to a level below that which such Lender or such Lender’s holding companies could have achieved but for such Change
in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding companies with respect
to capital adequacy and liquidity), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative
Agent), the Borrowers will pay to such Lender, as the case may be, within fifteen (15) days after demand by such Lender, such additional
amount or amounts as will compensate such Lender or such Lender’s holding companies for any such reduction suffered.


 


(c)          The
Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities
or assets consisting of or including Eurocurrency Rate funds or deposits, additional interest on the unpaid principal amount of
each applicable Eurocurrency Rate Loan of the Borrowers equal to the actual costs of such reserves allocated to such Loan by such
Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error),
and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of
any other central banking or financing regulatory authority imposed in respect of the maintenance of the Commitments or the funding
of any Eurocurrency Rate Loans of the Borrowers, such additional costs (expressed as a percentage per annum and rounded upwards,
if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender
(as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case
shall be due and payable on each date on which interest is payable on such Loan; provided that the Borrowers shall have
received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest
or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such
additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.


 


Section
3.05         Funding Losses.


 


Upon written demand
of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the
basis for requesting such amount, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any
loss, cost or expense (excluding loss of anticipated profits or margin) actually incurred by it as a result of:


 


(a)          any
continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan of the Borrowers on a day other than the last day
of the Interest Period for such Loan; or


 


(b)          any
failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Eurocurrency Rate Loan of the Borrowers on the date or in the amount notified by the Borrowers;


 


including any loss or expense (excluding
loss of anticipated profits or margin) arising from the liquidation or reemployment of funds obtained by it to maintain such Eurocurrency
Rate Loan or from fees payable to terminate the deposits from which such funds were obtained.


 


Section
3.06         Matters Applicable to All Requests for Compensation.


 


(a)          If
any Lender requests compensation under Section 3.04, or the Borrowers are required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to
Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its
Loans hereunder or issuing Letters of Credit hereunder or to assign its rights and obligations hereunder to another of its offices,
branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section
3.02, as applicable, and (ii) in each case, would not subject such Lender to any material unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender in any material economic, legal or regulatory respect; provided that nothing
in this Section 3.06(a) shall affect or postpone any Obligations of the Borrowers or the rights of the Lenders under this
Article III.


 




    	 	-102-	 



     


    

 


(b)          If
any Lender requests compensation by the Borrowers under Section 3.04, the Borrowers may, by notice to such Lender (with a copy
to the Administrative Agent), suspend the obligation of such Lender to make or continue Eurocurrency Rate Loans from one Interest
Period to another Interest Period, or to convert Base Rate Loans into Eurocurrency Rate Loans, until the event or condition giving
rise to such request ceases to be in effect (in which case the provisions of Section 3.06(d) shall be applicable); provided
that such suspension shall not affect the right of such Lender to receive the compensation so requested.


 


(c)          Failure
or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of Section 3.01, 3.02, 3.03 or 3.04
shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall
not be required to compensate a Lender pursuant to the foregoing provisions of Section 3.01, 3.02, 3.03 or 3.04 for any increased
costs incurred or reductions suffered more than one hundred and eighty (180) days prior to the date that such Lender notifies the
Borrowers of the event giving rise to such claim and of such Lender’s intention to claim compensation therefor (except that,
if the circumstance giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above
shall be extended to include the period of retroactive effect thereof).


 


(d)          If
the obligation of any Lender to make or continue any Eurocurrency Rate Loan or to convert Base Rate Loans into Eurocurrency Rate
Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s applicable Eurocurrency Rate Loans shall
be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurocurrency
Rate Loans (or, in the case of any immediate conversion required by Section 3.02, on such earlier date as required by Law) and,
unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof
that gave rise to such conversion no longer exist:


 


(i)          to
the extent that such Lender’s Eurocurrency Rate Loans have been so converted, all payments and prepayments of principal that
would otherwise be applied to such Lender’s applicable Eurocurrency Rate Loans shall be applied instead to its Base Rate
Loans; and


 


(ii)         all
Loans that would otherwise be made or continued from one Interest Period to another by such Lender as Eurocurrency Rate Loans shall
be made or continued instead as Base Rate Loans (if possible), and all Base Rate Loans of such Lender that would otherwise be converted
into Eurocurrency Rate Loans shall remain as Base Rate Loans.


 


(e)          If
any Lender gives notice to the Borrowers (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02,
3.03 or 3.04 hereof that gave rise to the conversion of any of such Lender’s Eurocurrency Rate Loans pursuant to this Section
3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurocurrency
Rate Loans made by other Lenders under the applicable Facility are outstanding, if applicable, such Lender’s Base Rate Loans
shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurocurrency
Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurocurrency Rate
Loans under such Facility and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods)
in accordance with their respective Commitments for the applicable Facility.


 


(f)          Any
Agent or Lender claiming compensation under this Article III shall deliver a certificate to the Borrowers setting forth in reasonable
detail the additional amount or amounts to be paid to it hereunder, which shall be conclusive on the absence of manifest error.
In determining such amounts, such Agent or Lender may use any reasonable averaging and attribution methods.


 




    	 	-103-	 



     


    

 


Section
3.07         Replacement of Lenders under Certain Circumstances.


 


If (i) any Lender ceases
to make Eurocurrency Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (ii) the Borrowers are
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section
3.01 or 3.04, (iii) any Lender is a Non-Consenting Lender, (iv) any Lender becomes a Defaulting Lender, or (v) any other circumstance
exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Borrowers may, at their sole
expense and effort, upon notice to such Lender and the Administrative Agent, (x) require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07), all of its
interests, rights and obligations under this Agreement (or, with respect to clause (iii) above, all of its interests, rights and
obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver and amendment)
and the related Loan Documents to one or more Eligible Assignees (provided that neither the Administrative Agent nor any
Lender shall have any obligation to the Borrowers to find a replacement Lender or other such Person) that shall assume such obligations
(any of which assignee may be another Lender, if a Lender accepts such assignment); provided that:


 


(a)          the
Borrowers or the Assignee shall have paid to the Administrative Agent the assignment fee specified in Section 10.07(b)(ii)(C) (unless
otherwise waived by the Administrative Agent);


 


(b)          such
Lender shall have received payment of an amount equal to the applicable outstanding principal of its Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section
3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers;


 


(c)          such
Lender being replaced pursuant to this Section 3.07 shall (1) execute and deliver an Assignment and Assumption with respect to
all, or a portion as applicable, of such Lender’s Commitment and outstanding Loans and participations in LC Obligations and
Swing Line Loans, and (2) deliver any Notes evidencing such Loans to the Borrowers or Administrative Agent (or a lost or destroyed
note indemnity in lieu thereof); provided that the failure of any such Lender to execute an Assignment and Assumption or
deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment may be
recorded in the Register and the Notes shall be deemed to be canceled upon such failure;


 


(d)          upon
such payment set forth in clauses (a) and (b) above and, if so requested by the assignee Lender, delivery to the assignee Lender
of the appropriate Note or Notes executed by the Borrowers, the assignee Lender shall become a Lender hereunder and the assigning
Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except
with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender;


 


(e)          in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant
to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;


 


(f)          such
assignment does not conflict with applicable Laws;


 


(g)          any
Lender that acts as an Issuing Bank may not be replaced in its capacity as an Issuing Bank hereunder at any time when it has any
Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such Issuing Bank (including the furnishing
of a back-up standby letter of credit in form and substance, and issued by an issuer, reasonably satisfactory to such Issuing Bank
or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory
to such Issuing Bank) have been made with respect to each such outstanding Letter of Credit; and


 




    	 	-104-	 



     


    

 


(h)          the
Lender that acts as the Administrative Agent cannot be replaced in its capacity as Administrative Agent other than in accordance
with Section 9.06,


 


or (y) terminate the
Commitment of such Lender or Issuing Bank, as the case may be, and (a) in the case of a Lender (other than an Issuing Bank), repay
all Obligations of the Borrowers owing to such Lender relating to the Loans and participations held by such Lender as of such termination
date and (b) in the case of an Issuing Bank, repay all Obligations of the Borrowers owing to such Issuing Bank relating to the
Loans and participations held by the Issuing Bank as of such termination date and Cash Collateralize, cancel or backstop, or provide
for the deemed reissuance under another facility, on terms satisfactory to such Issuing Bank any Letters of Credit issued by it;
provided that in the case of any such termination of the Commitment of a Non-Consenting Lender such termination shall be
sufficient (together with all other consenting Lenders) to cause the adoption of the applicable departure, waiver or amendment
of the Loan Documents and such termination shall, with respect to clause (iii) above, be in respect of all of its interests, rights
and obligations with respect to the Class of Loans or Commitments that is the subject of the related consent, waiver and amendment.


 


Notwithstanding the
foregoing, in addition if a Non-Consenting Lender is being replaced in connection with any Extension Amendment, the Borrowers shall
have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice
(which notice may be rescinded if the transaction contemplated in such notice is not consummated) to such Non-Consenting Lenders,
in lieu of execution of an Assignment and Assumption as otherwise provided for in this clause (b), effect such assignment by purchasing
any such Non-Consenting Lender’s Loans (which shall be automatically cancelled upon consummation of such acquisition) and
unfunded Commitments at par (allocated among the applicable Lenders in the same manner as would be required if such Loans were
being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrowers), accompanied by payment
of any accrued interest and fees thereon (and, if applicable, any amounts payable pursuant to clause (e) of this Section and Section
3.05). By receiving such purchase price, the applicable Lenders shall automatically be deemed to have assigned such Loans or Commitments
pursuant to the terms of an Assignment and Assumption, and accordingly no other action by such Lenders shall be required in connection
therewith.


 


In the event that (i)
the Borrowers or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of
the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement
of each affected Lender or all the Lenders with respect to a certain Class or Classes of the Loans and/or Commitments and (iii)
the Required Lenders have agreed (but solely to the extent required by Section 10.01) to such consent, waiver or amendment (including,
in each case, by virtue of such Lender refusing to make or enter into an Extension Offer pursuant to Section 2.16), then any Lender
who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”


 


In connection with
any such replacement, if any such Non-Consenting Lender or Defaulting Lender does not execute and deliver to the Administrative
Agent a duly executed Assignment and Assumption reflecting such replacement within five (5) Business Days of the date on which
the assignee Lender executes and delivers such Assignment and Assumption to such Non-Consenting Lender or Defaulting Lender, then
such Non-Consenting Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption without
any action on the part of the Non-Consenting Lender or Defaulting Lender. Notwithstanding the foregoing, in addition if a Non-Consenting
Lender is being replaced in connection with any Extension Amendment, the Administrative Borrower shall have the option, with the
consent of the Administrative Agent and subject to at least three Business Days’ advance notice (which notice may be rescinded
if the refinancing or replacement transaction contemplated in such notice is not consummated) to such Non-Consenting Lenders, in
lieu of execution of an Assignment and Assumption as otherwise provided for in this clause (y), to effect such assignment by purchasing
any such Non-Consenting Lender’s Loans (which shall automatically be cancelled upon consummation of such acquisition) and
unfunded Commitments at par (allocated among the applicable Lenders in the same manner as would be required if such Loans were
being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrowers), accompanied by payment
of any accrued interest, premium and fees thereon (and, if applicable, any amounts payable pursuant to the immediately preceding
paragraphs). By receiving such purchase price, the applicable Lenders shall automatically be deemed to have assigned such Loans
or Commitments pursuant to the terms of an Assignment and Assumption and accordingly no other action by such Lenders shall be required
in connection therewith.


 




    	 	-105-	 



     


    

 


A Lender shall not
be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrowers to require such assignment and delegation cease to apply.


 


Section
3.08         Survival.


 


All of the Loan Parties’
obligations under this Article III shall survive termination of the Total Revolving Credit Commitments and repayment of all other
Obligations hereunder.


 


Article
IV.


CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


 


Section
4.01         Conditions to Initial Credit Extension.


 


The obligation of each
Lender to make a Credit Extension hereunder on the Closing Date is subject to satisfaction (or waiver) of the following conditions
precedent:


 


(a)          The
Administrative Agent’s receipt of the following, each of which shall be originals or pdf copies or other facsimiles (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:


 


(i)           a
Request for Credit Extension in accordance with the requirements hereof;


 


(ii)          executed
counterparts of this Agreement;


 


(iii)         a
Note executed by the Borrowers in favor of each Lender that has requested a Note at least three (3) Business Days in advance of
the Closing Date;


 


(iv)        a
copy of the charter or certificate of formation (or the equivalent thereof) of each Loan Party certified by the secretary of state
of the state of formation, if applicable, of such Loan Party and the other Organization Documents of each Loan Party;


 


(v)         subject
to the proviso at the end of this Section 4.01(a), each Collateral Document and each other document set forth on Schedule 4.01
required to be executed on the Closing Date as indicated under such Schedule 4.01, in each case duly executed by each Loan Party
thereto, together with:


 


(A)         subject
to Section 10.20, 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;


 


(B)         evidence
of all other actions, recordings and filings required by the Loan 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 (including the filing of); and


 


(C)         proper
financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction
as may be necessary to perfect the security interests purported to be created by the Security Agreement);


 


(vi)        such
certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization
of each Loan Party, certificates of resolutions or other action and incumbency certificates evidencing the identity, authority
and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and
the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date;


 




    	 	-106-	 



     


    

 


(vii)       customary
opinions from Kirkland & Ellis LLP and Taft, Stettinius & Hollister LLP, counsel to the Loan Parties;


 


(viii)      a
solvency certificate from the chief financial officer of the Parent Borrower (after giving effect to the Transactions) substantially
in the form of Exhibit D-3 hereto;


 


(ix)         an
officer’s certificate dated as of the Closing Date, to the conditions set forth in Section 4.01(c) and (d) (solely with respect
to the Specified Representations); and


 


(x)          a
Borrowing Base Certificate as of August 2, 2019;


 


provided, however, that,
each of the requirements set forth in clause (v) 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 the Collateral may be perfected solely by (x) the filing of a financing statement under the Uniform Commercial Code or
(y) the delivery of stock certificates representing the Equity Interests of the Borrowers and the Guarantors required to be pledged
pursuant to the Collateral and Guarantee Requirement to the extent (i) possession of such stock certificates or other certificates
perfects a security interest therein and (ii) other than in the case of stock certificates representing Equity Interests of
the Initial Borrower, such stock certificates or other certificates have been received from the Company after the Initial Borrower’s
use of commercially reasonable efforts to receive such documents and instruments) shall not constitute conditions precedent to
any Credit Extension on the Closing Date after the Initial Borrower’s use of commercially reasonable efforts to satisfy such
requirement on or prior to the Closing Date without undue burden or expense; provided that the Borrowers shall 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 in accordance with Section 6.17.


 


(b)          Payment
of all fees, closing payments and expenses required to be paid hereunder and due to the Administrative Agent, the Commitment Parties
and the Bookrunners, and in the case of expenses, to the extent invoiced at least three (3) Business Days prior to the Closing
Date (except as otherwise reasonably agreed by the Borrowers), required to be paid on the Closing Date.


 


(c)          Prior
to or substantially concurrently with the initial Borrowing on the Closing Date, the Merger shall be consummated in all material
respects pursuant to the Merger Agreement (but without giving effect to any amendments or modifications to the provisions thereof
or express waivers or consents thereto that, in each case, are materially adverse to the interests of the Commitment Parties without
the consent of the Commitment Parties, such consent not to be unreasonably withheld, conditioned or delayed (it being understood
and agreed that (i) any change in the Merger Consideration (as defined in the Merger Agreement) shall be deemed not to be adverse
to the interests of the Commitment Parties and (ii) any adverse modification to the definition of Beta Material Adverse Effect
(or adverse express waiver or express consent in respect of the definition of Beta Material Adverse Effect) without the prior written
consent of the Commitment Parties (such consent not to be unreasonably withheld, delayed or conditioned) shall be deemed to be
materially adverse to the interests of the Commitment Parties); provided that in each case the Commitment Parties shall be deemed
to have consented to such modification, amendment, waiver or consent unless they shall have objected thereto within 3 Business
Days of receipt of written notice of such modification, amendment, consent or waiver.


 


(d)          The
Specified Merger Agreement Representations and the Specified Representations shall be true and correct in all material respects.


 


(e)          The
Commitment Parties shall have received the Annual Financial Statements and Quarterly Financial Statements.


 


(f)          The
Commitment Parties shall have received the Pro Forma Balance Sheet.


 




    	 	-107-	 



     


    

 


(g)          So
long as requested at least ten (10) business days prior to the Closing Date, (x) the Administrative Agent shall have received,
at least three (3) Business Days prior to the Closing Date, all documentation and other information with respect to Borrowers and
the Guarantors that is required by regulatory authorities under applicable “know your customer” and anti-money laundering
rules and regulations, including, without limitation, the PATRIOT Act and (y) any Loan Party that qualifies as a “legal entity
customer,” under the Beneficial Ownership Regulation shall deliver, at least three (3) Business Days prior to the Closing
Date, a beneficial ownership certificate to the Commitment Parties, which certification shall be substantially similar in form
and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018,
by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association, in relations to such
Loan Party


 


(h)          Since
March 14, 2019, there shall not have been a Beta Material Adverse Effect.


 


(i)           The
ABL Intercreditor Agreement shall have been executed by the Borrowers and Guarantors party thereto.


 


(j)            Prior
to or substantially concurrently with the initial Borrowing on the Closing Date, the Closing Date Refinancing shall have been consummated.


 


(k)          After
giving effect to the Credit Extension made on the Closing Date (and the use of the proceeds thereof), the Total Revolving Credit
Exposure shall not exceed the Line Cap at such time.


 


Without limiting the
generality of the provisions of Section 9.03, for purposes of determining compliance with the conditions specified in this
Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to
be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying
its objection thereto.


 


Section
4.02         Conditions to All Credit Extensions after the Closing Date. The
agreement of each Lender and any Issuing Bank to make any extension of credit requested to be made by it hereunder on any date
(other than (w) the initial extensions of credit on the Closing Date (except with respect to the condition precedent specified
in clause (d) below), (x) Agent Advances, (y) a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans
and (z) any amendment, modification, renewal or extension of a Letter of Credit which does not increase the face amount of such
Letter of Credit) is subject to the satisfaction (or waiver) of the following conditions precedent:


 


(a)          Representations
and Warranties. 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.


 


(b)          No
Default. No Default or Event of Default shall exist or would result from such proposed Credit Extension or from the application
of the proceeds therefrom.


 


(c)          Request
for Credit Extension. Delivery of a Request for Credit Extension in accordance with the requirements hereof.


 


(d)          Borrowing
Base Limitations. After giving effect thereto (and the use of the proceeds thereof) the Total Revolving Credit Exposure would
not exceed the Line Cap at such time.


 




    	 	-108-	 



     


    

 


Each Borrowing of a
Loan (other than (w) the initial extensions of credit on the Closing Date (except with respect to the condition precedent specified
in clause (d) above), (x) Agent Advances, (y) a conversion of Loans to the other Type, or a continuation of Eurocurrency Rate Loans
and (z) any amendment, modification, renewal or extension of a Letter of Credit which does not increase the face amount of such
Letter of Credit) by and issuance of a Letter of Credit on behalf of one or more Borrowers hereunder shall constitute a representation
and warranty by the Parent Borrower and such Borrower as of the date of such extension of credit that the conditions contained
in this Section 4.02 have been satisfied.


 


Notwithstanding anything
in this Section 4.02 to the contrary, (i) the effectiveness of any Incremental Amendment shall be subject only to the conditions
precedent set forth in Section 2.14 and to such conditions as are mutually agreed between the applicable Borrower and the
Lenders party to the Incremental Amendment and (ii) the effectiveness of any Extension Amendment shall be subject only to the conditions
precedent set forth in Section 2.16 and to such conditions as are mutually agreed between the applicable Borrower and the
Lenders party to the Extension Amendment.


 


Article
V.

REPRESENTATIONS AND WARRANTIES


 


Each Borrower and each
of the Guarantors party hereto represent and warrant to the Agents, the Issuing Banks and the Lenders (a) on and as of the Closing
Date (provided that (x) the only representations and warranties under this Article V the accuracy of which shall be a condition
precedent under Section 4.01 to the Credit Extension on the Closing Date shall be the Specified Representations and (y) for purposes
of the making of the representations and warranties in this Article V on the Closing Date, all references in this Article V to
the Loan Parties (or any of them) or the Restricted Subsidiaries or Subsidiaries of the Parent Borrower (or any of them) shall
in each case be references to such Persons after giving effect to the Transactions) and (b) after the Closing Date, at the time
of each Credit Extension (to the extent, in the case of clause (b), the representations and warranties in this Article V are required
to be true and correct in all material respects or otherwise as a condition to such Credit Extension pursuant to Article IV) that:


 


Section
5.01         Existence, Qualification and Power; Compliance with Laws.


 


Each Loan Party and
each Restricted Subsidiary that is a Material Subsidiary (a) is a Person duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation, organization or formation (to the extent such concept exists
in such jurisdiction), (b) in the case of the Loan Parties has all requisite corporate power, limited liability power or other
organizational power and authority to execute, deliver and perform its obligations under the Loan Documents to which it is a party,
(c) is duly qualified and in good standing (to the extent such concept exists in such jurisdiction) under the Laws of each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business as currently conducted requires such qualification,
(d) is in compliance with all applicable Laws (including the United States Foreign Corrupt Practices Act of 1977, as amended),
orders, writs and injunctions and (e) has all requisite governmental licenses, authorizations, consents and approvals to operate
its business as currently conducted; except in each case referred to in clause (a) (other than with respect to the Parent Borrower),
(c), (d) or (e), to the extent that failure to do so could not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


 


Section
5.02         Authorization; No Contravention.


 


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


 




    	 	-109-	 



     


    

 


Section
5.03         Governmental Authorization; Other Consents.


 


No material approval,
consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or
required in connection with the execution, delivery or performance by, enforcement by the Administrative Agent of its rights under
the Loan Documents against, any Loan Party of this Agreement or any other Loan Document, the grant by any Loan Party of the Liens
granted by it pursuant to the Collateral Documents, the perfection (if and to the extent required by the Collateral and Guarantee
Requirement) or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or the exercise
by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant
to the Collateral Documents, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted
by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices
and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required
to be obtained, taken, given or made or in full force and effect pursuant to the Collateral and Guarantee Requirement) and (iii)
those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make
could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


Section
5.04         Binding Effect.


 


This Agreement and
each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each
other Loan Document constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that
is a party thereto in accordance with its terms, except as such enforceability may be limited by (i) Debtor Relief Laws and by
general principles of equity and principles of good faith and fair dealing and (ii) the effect of foreign Laws, rules and regulations
as they relate to pledges of Equity Interests in Foreign Subsidiaries.


 


Section
5.05         Financial Statements; No Material Adverse Effect.


 


(a)          As
of the Closing Date, the Pro Forma Balance Sheet, a copy of which has heretofore been furnished to the Administrative Agent, has
been prepared in good faith, based on assumptions believed by the Borrowers to be reasonable as of the date of delivery thereof,
and present fairly in all material respects on a pro forma basis the estimated financial position of the Parent Borrower
and their respective Subsidiaries as at March 31, 2019 (it being understood and agreed that such Pro Forma Balance Sheet need not
be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase or
recapitalization accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting
Standards Codification 805, Business Combinations (formerly SFAS 141R))).


 


(b)          Since
the Closing Date, there has been no event, circumstance or change, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.


 


Section
5.06         Litigation.


 


Except as set forth
on Schedule 5.06, (a) there are no actions, suits or proceedings, pending or (b) to the knowledge of any Borrower, there are no
actions, suits, proceedings, claims or disputes overtly threatened in writing, in each case of (a) and (b), at law, in equity,
in arbitration or before any Governmental Authority, by or against any Borrower or any Restricted Subsidiary or against any of
their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect.


 


Section
5.07         Ownership of Property; Liens.


 


Each of the Borrowers
and each of its Restricted Subsidiaries has good record title to, or valid leasehold interests in, or easements or other limited
property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except
as set forth on Schedule 5.07 and except for minor defects in title that do not materially interfere with its ability to conduct
its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 and except where the
failure to have such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.


 




    	 	-110-	 



     


    

 


Section
5.08         Environmental Matters.


 


Except as could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:


 


(a)          each
Loan Party and its respective properties and operations are and have been in compliance with all Environmental Laws, which includes
obtaining and maintaining all applicable Environmental Permits required under such Environmental Laws to carry on the business
of the Loan Parties;


 


(b)          the
Loan Parties have not received any written notice that alleges any of them is in violation of or potentially liable under any Environmental
Laws and none of the Loan Parties nor any Real Property is the subject of any claims, investigations, liens, demands, or judicial,
administrative or arbitral proceedings pending or, to the knowledge of any Borrower, threatened in writing, under any Environmental
Law or to revoke or modify any Environmental Permit held by any of the Loan Parties;


 


(c)          there
has been no Release of Hazardous Materials on, at, under or from any Real Property or facilities owned, operated or leased by any
of the Loan Parties, or, to the knowledge of any Borrower, Real Property formerly owned, operated or leased by any Loan Party or
arising out of the conduct of the Loan Parties, in any case, that could reasonably be expected to require investigation, remedial
activity or corrective action or cleanup under Environmental Laws or could reasonably be expected to result in the Borrowers or
any other Loan Party incurring liability under Environmental Laws; and


 


(d)          there
are no existing facts, circumstances or conditions arising out of or relating to the operations of the Loan Parties or Real Property
or facilities owned, operated or leased by any of the Loan Parties or, to the knowledge of any Borrower, Real Property or facilities
formerly owned, operated or leased by the Loan Parties that could reasonably be expected to result in the Borrowers or any other
Loan Party incurring liability under Environmental Laws.


 


Section
5.09         Taxes.


 


Except as could not,
either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Borrowers and the Restricted
Subsidiaries have timely filed all tax returns required to be filed by them, and have paid all Taxes levied or imposed upon them
or their properties, income, profits or assets, that are due and payable (including in their capacity as a withholding agent),
except those which are being contested in good faith by appropriate actions diligently conducted and for which adequate reserves
have been provided in accordance with GAAP. There is no proposed Tax deficiency or assessment known to any Loan Parties against
the Loan Parties or their Restricted Subsidiaries that, if made, could, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect. No written adjustment relating to any such returns and involving a material amount of tax
has been proposed or otherwise assessed by a taxing authority, and there are no pending audits, proceedings or actions related
to the assessment or collection of taxes against any Loan Party that could, individually or in the aggregate, in each case, reasonably
be expected to have a Material Adverse Effect.


 


Section
5.10         ERISA Compliance.


 


(a)          Except
as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan
is in compliance in form and operation with its terms and with the applicable provisions of ERISA, the Code and other applicable
federal or state Laws.


 




    	 	-111-	 



     


    

 


(b)          (i)
No ERISA Event has occurred or is reasonably expected to occur; (ii) neither any Loan Party, Restricted Subsidiary nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due but not delinquent under Section 4007 of ERISA); (iii) neither any Loan Party, Restricted Subsidiary
nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the
giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to
a Multiemployer Plan; and (iv) to the knowledge of the Borrowers, neither any Loan Party, nor any ERISA Affiliate has engaged in
a transaction that could be subject to Sections 4069 or 4212(c) of ERISA; except, with respect to each of the foregoing clauses
of this Section 5.10(b), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect.


 


Section
5.11         Subsidiaries; Equity Interests.


 


As of the Closing Date
(after giving effect to the Transactions), no Loan Party has any Material Subsidiaries other than those specifically disclosed
on Schedule 5.11 (it being understood that the disclosure of any Subsidiary on Schedule 5.11 shall not be an admission that such
Subsidiary is a Material Subsidiary), and all of the outstanding Equity Interests owned by the Loan Parties (or a Subsidiary of
any Loan Party) in such Material Subsidiaries have been validly issued and are fully paid and all Equity Interests owned by a Loan
Party (or a Subsidiary of any Loan Party) in such Material Subsidiaries are owned free and clear of all Liens except (i) those
created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01.


 


Section
5.12         Margin Regulations; Investment Company Act.


 


(a)          Each
Borrower is not and will not engage, principally or as one of its important activities, in the business of purchasing or carrying
Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Borrowings or
drawings under any Letter of Credit will be used for any purpose that violates Regulation U of the Board of Governors of the United
States Federal Reserve System.


 


(b)          None
of the Borrowers or any Guarantor is required to be registered as an “investment company” under the Investment Company
Act of 1940.


 


Section
5.13         Disclosure. 


 


(a)          No
report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party concerning the
Initial Borrower, Omega Parent, the Company or their respective Subsidiaries or the Transactions (other than projected financial
information, pro forma financial information, budgets, estimates, other forward looking statements and information of a
general economic or industry nature) to any Agent or any Lender in connection with the transactions contemplated hereby and the
negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified or supplemented by other information
so furnished) when taken as a whole and as supplemented contains any material misstatement of fact or omits to state any material
fact necessary to make the statements therein (when taken as a whole), in the light of the circumstances under which they were
made, not materially misleading. With respect to written projected financial information and pro forma financial information,
the Borrowers represent that such written information was prepared in good faith based upon assumptions believed to be reasonable
at the time such information was furnished to the Lenders (it being understood that (i) such projected financial information
and pro forma financial information are not to be viewed as facts or a guarantee of performance and are subject to significant
uncertainties and contingencies many of which are beyond the control of the Parent Borrower and its Subsidiaries and (ii) no
assurance can be given that any particular financial projections will be realized, and that actual results during the period or
periods covered by any such written projected financial information and pro forma financial information may vary from such
forecasts and that such variations may be material and that no assurance can be given that the projected results will be realized).


 


(b)          As
of the Closing Date, the information included in the beneficial ownership certification delivered pursuant to Section 4.01(g) is
true and correct in all material respects.


 




    	 	-112-	 



     


    

 


Section
5.14         Labor Matters. 


 


Except as, individually
or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor
disputes against any Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of the Borrowers, overtly threatened
and (b) each Borrower and each of its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable Laws dealing with wage and hour matters.


 


Section
5.15         Intellectual Property; Licenses, Etc.


 


The Borrowers and the
Restricted Subsidiaries own, license or otherwise possess the right to use (free and clear of all Liens, except for the Liens permitted
by Section 7.01) all of the intellectual property rights, including without limitation, trademarks, service marks, trade names,
domain names, copyrights, patents, patent rights, licenses, technology, software, know-how database rights, design rights, works
of authorship, trade secrets, all registrations and applications related to any of the above, and other intellectual property rights
(collectively, “IP Rights”) that are necessary for the operation of their respective businesses as currently
conducted, except to the extent the absence of such IP Rights, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. To the knowledge of each Borrower, the operation of the respective businesses of the
Borrowers and the Restricted Subsidiaries as currently conducted does not infringe upon any IP Rights held by any Person except
for such infringements, individually or in the aggregate, which could not reasonably be expected to have a Material Adverse Effect.
No claim or litigation regarding any of the IP Rights is pending or, to the knowledge of any Borrower, overtly threatened in writing
against any Loan Party or any of the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


 


Section
5.16         Solvency.


 


On the Closing Date,
after giving effect to the Transactions, the Parent Borrower and the Restricted Subsidiaries, on a consolidated basis, are Solvent.


 


Section
5.17         [Reserved].


 


Section
5.18         USA Patriot Act, FCPA and OFAC.


 


(a)          To
the extent applicable, each of the Guarantors, the Borrowers and the Restricted Subsidiaries is in compliance, in all material
respects, with (i) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury
Department (31 CFR Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (ii) the USA
Patriot Act, solely for purposes of Section 4.01 to the extent a breach or violation of the representation in this clause (ii)
would reasonably be expected to result in a Material Adverse Effect.


 


(b)          No
part of the proceeds of the Loans will be used by the Guarantors, the Borrowers or any Restricted Subsidiary, directly or indirectly,
for any payments to any governmental official or employee, political party, official of a political party, candidate for political
office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage,
in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


(c)          (i)
None of the Guarantors, the Borrowers or any Restricted Subsidiaries nor, to the knowledge of any Borrower, any director or officer
of any Guarantor, Borrower or Restricted Subsidiary is currently the subject of any U.S. sanctions program administered by the
Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), and (ii) none of the Guarantors,
the Borrowers or any Restricted Subsidiary will directly or indirectly knowingly use the proceeds of the Loans or otherwise knowingly
make available such proceeds to any Person, for the purpose of financing the activities of any Person, or in any country or territory
that, at the time of such financing, is the subject of any U.S. sanctions program administered by OFAC, except to the extent licensed
or otherwise approved by OFAC.


 




    	 	-113-	 



     


    

 


Section
5.19         Collateral Documents.


 


Except as otherwise
contemplated hereby or under any other Loan Documents and subject to the limitations set forth in the Collateral and Guarantee
Requirement, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby
or by the applicable Collateral Documents (including the delivery to the Administrative Agent of any Pledged Debt and any Pledged
Equity required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Administrative
Agent for the benefit of the Secured Parties, except as otherwise provided hereunder or pursuant to the applicable Loan Documents,
including subject to Liens permitted by Section 7.01, a legal, valid, enforceable and perfected Lien on all right, title and
interest of the respective Loan Parties in the Collateral described therein.


 


Notwithstanding anything herein (including
this Section 5.19) or in any other Loan Document to the contrary, neither the Borrowers nor any other Loan Party makes any
representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the enforceability of any pledge
of or security interest in any Equity Interests of any Foreign Subsidiary that is not a Guarantor, or as to the rights and remedies
of the Agents or any Lender with respect thereto, under foreign Law, (B) the pledge or creation of any security interest, or the
effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent
such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or
(C) on the Closing Date and until required pursuant to Section 6.13, 6.17 or 4.01(a)(v), the pledge or creation of any security
interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to
the extent not required on the Closing Date pursuant to Section 4.01(a)(v).


 


Section 5.20         EEA
Financial Institution and Covered Party.


 


No Loan Party is an EEA Financial Institution
or a Covered Party.


 


Section 5.21         Accounts.


 


Without limiting the
statements contained in any Borrowing Base Certificate, the statements in each Borrowing Base Certificate are or will be (when
such Borrowing Base Certificate is delivered) true and correct in all material respects. The Administrative Agent may rely, in
determining which Accounts are Eligible Accounts, on all statements and representations made by the Borrowers with respect thereto.
With respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate:


 


(a)          it
is genuine and in all material respects what it purports to be, and is not evidenced by a judgment;


 


(b)          it
arises out of a completed, bona fide sale and delivery of goods or rendition of service and substantially in accordance with any
purchase order, contract or other document relating thereto; and


 


(c)          it
is for a sum certain, maturing as stated in the invoice covering such sale or rendition.


 


Section 5.22         Borrowing
Base Calculation.


 


The calculation by the Administrative Borrower
of each Borrowing Base in any Borrowing Base Certificate delivered to the Administrative Agent and the valuation thereunder is
complete and accurate in all material respects as of the date of such delivery.


 


Article
VI.

AFFIRMATIVE COVENANTS


 


So long as any Lender
shall have any Commitment, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim
has been asserted) or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the LC Obligations related
thereto has been Cash Collateralized or backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank
or such Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank),
then from and after the Closing Date, the Parent Borrower shall, and shall cause the Restricted Subsidiaries to:


 




    	 	-114-	 



     


    

 


Section
6.01         Financial Statements.


 


Deliver to the Administrative
Agent for prompt further distribution to each Lender:


 


(a)          within
one hundred and twenty (120) days after the end of each fiscal year of the Parent Borrower (or, in the case of financial statements
for the fiscal year ended December 31, 2019, on or before the date that is one hundred and fifty (150) days after the end of such
fiscal year), a consolidated statement of financial condition of the Parent Borrower and its Subsidiaries as at the end of such
fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year (provided, in no event
shall any comparison be required to be furnished to the Administrative Agent with respect to any period occurring prior to the
first day of the fiscal year of the Parent Borrower ended December 31, 2019; provided, further, in no event shall
any prior year comparison financial be required to include information with respect to Omega and its Subsidiaries prior to the
Closing Date), all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of
any independent registered public accounting firm of nationally recognized standing or any other independent registered public
accounting firm approved by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), which
report and opinion (i) shall be prepared in accordance with generally accepted auditing standards and (ii) shall not be subject
to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such
audit (other than a “going concern” or like qualification or exception as a result of a prospective or actual default
or event of default with respect to any financial covenant (including the Financial Covenant), or the impending maturity of any
Indebtedness);


 


(b)          within
forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent Borrower, beginning
with the fiscal quarter ending September 30, 2019 (or, in the case of such financial statements for the first three such deliveries,
on or before the date that is sixty (60) days after the end of such fiscal quarter), a consolidated unaudited statement of financial
condition of the Parent Borrower and its Subsidiaries as at the end of such fiscal quarter and the related (i) consolidated unaudited
statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated
unaudited statements of cash flows for such fiscal quarter and for the portion of the fiscal year then ended, and beginning one
full fiscal year following the Closing Date, setting forth, in each case, in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year (provided no comparison
to any period prior to the Closing Date shall be required), all in reasonable detail and certified by a Responsible Officer of
the Administrative Borrower as fairly presenting in all material respects the financial condition, results of operations and cash
flows of the Parent Borrower and their Restricted Subsidiaries in accordance with GAAP, subject only to normal year-end adjustments
and the absence of footnotes;


 


(c)          within
ninety (90) days after the end of each fiscal year of the Parent Borrower (beginning with the fiscal year ended December 31, 2019),
a reasonably detailed consolidated budget for the then-current fiscal year as customarily prepared by management of the Borrower
for their internal use (including a projected consolidated balance sheet of the Parent Borrower and its Restricted Subsidiaries
as of the end of such fiscal year and the related consolidated statements of projected cash flow and income for such fiscal year
and a summary of the material underlying assumptions applicable thereto (the “Projections”), which Projections
shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in
good faith on the basis of the assumptions stated therein, which assumptions were believed by the Borrowers to be reasonable at
the time such Projections were furnished to the Administrative Agent, it being understood that such Projections are not to be viewed
as facts or as a guarantee of performance or achievement of any particular results, are subject to significant uncertainties and
contingencies many of which are beyond the control of the Parent Borrower and their Restricted Subsidiaries, and that actual results
may vary from such Projections and that such variations may be material and that no assurance can be given that the projected results
will be realized; provided, that such Projections shall only be delivered to Lenders that are not Public Lenders;


 




    	 	-115-	 



     


    

 


(d)          simultaneously
with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the
related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries
(if any and which are not required to be audited and may be in footnote form only) from such consolidated financial statements;
and


 


(e)          within
ten (10) Business Days after the Closing Date (x) a consolidated unaudited statement of financial condition of the Company and
its Subsidiaries as at June 30, 2019 and the related (i) consolidated unaudited statements of income or operations for the fiscal
quarter ended June 30, 2019 and for the portion of the fiscal year then ended and (ii) consolidated unaudited statements of cash
flows for the fiscal quarter ended June 30, 2019 and for the portion of the fiscal year then ended and (y) a consolidated unaudited
statement of financial condition of Omega III and its Subsidiaries as at June 30, 2019 and the related (i) consolidated unaudited
statements of income or operations for the fiscal quarter ended June 30, 2019 and for the portion of the fiscal year then ended
and (ii) consolidated unaudited statements of cash flows for the fiscal quarter ended June 30, 2019 and for the portion of the
fiscal year then ended, all in reasonable detail and certified by a Responsible Officer of the Company or Omega III, as applicable,
as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Company or Omega
III, as applicable, and their respective Subsidiaries in accordance with GAAP, subject only to normal year-end adjustments and
the absence of footnotes.


 


Notwithstanding the
foregoing, the obligations in paragraphs (a) through (e) of this Section 6.01 may be satisfied with respect to such applicable
financial information by furnishing the Parent Borrower’s Form 10-K, 10-Q or 8-K, as applicable, filed with the SEC (or,
with respect to clause (e) only, by furnishing the Company’s or the Parent Borrower’s, as applicable, Form 10-Q or
8-K filed with the SEC); provided that to the extent such information is in lieu of information required to be provided
under Section 6.01(a), such materials are, to the extent applicable, accompanied by a report and opinion of any independent
registered public accounting firm of nationally recognized standing or any other independent registered public accounting firm
approved by the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), which report and opinion
shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern”
or like qualification or exception or any qualification or exception as to the scope of such audit (other than a “going concern”
or like qualification or exception as a result of a prospective or actual default or event of default with respect to any financial
covenant (including the Financial Covenant), or the impending maturity of any Indebtedness).


 


Any financial statement
required to be delivered pursuant to Section 6.01(a), (b) or (e) shall not be required to include purchase accounting or recapitalization
accounting adjustments relating to the Transactions or any other acquisition to the extent it is not practicable to include any
such adjustments in such financial statement.


 


Section
6.02         Certificates; Other Information.


 


Deliver to the Administrative
Agent for prompt further distribution to each Lender:


 


(a)          no
later than five (5) Business Days after the delivery of the financial statements referred to in Section 6.01(a) and Section
6.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Administrative Borrower (it being understood
and agreed that such Compliance Certificate shall require a calculation of the Financial Covenant regardless of whether the Financial
Covenant is then being tested);


 


(b)          promptly
after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements
which any Borrower or any Restricted Subsidiary files with the SEC or with any Governmental Authority that may be substituted therefor
(other than amendments to any registration statement (to the extent such registration statement, in the form it became effective,
is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case
not otherwise required to be delivered to the Administrative Agent pursuant to any other clause of this Section 6.02;


 




    	 	-116-	 



     


    

 


(c)          promptly
after the furnishing thereof, copies of any amendment, written modification or waiver of the First Lien Credit Agreement or the
Second Lien Notes Indenture;


 


(d)          together
with the delivery of each Compliance Certificate pursuant to Section 6.02(a), a list of each Subsidiary of the Borrowers that
identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance
Certificate (to the extent that there have been any changes in the identity or status as a Restricted Subsidiary or Unrestricted
Subsidiary of any such Subsidiaries since the later of the Closing Date or the most recent list provided);


 


(e)          promptly,
such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective
Restricted Subsidiaries, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through
the Administrative Agent may from time to time reasonably request;


 


(f)           from
and after the Closing Date, (i) unless clause (ii) below applies, not later than 5:00 p.m., New York City time on or before the
twentieth (20th) day of each fiscal month (or more frequently as the Administrative Borrower may elect, so long as the frequency
of delivery is maintained by the Administrative Borrower for the immediately following sixty (60) day period), (ii) during any
period in which a Dominion Period is in effect and in respect of which the Administrative Agent has delivered notice thereof as
contemplated by the definition thereof, not later than 5:00 p.m., New York City time, on or before Wednesday of each week, (iii)
at the Administrative Borrower’s discretion, at the time of the consummation of a Permitted Acquisition (including, if applicable,
a calculation of the Acquired Asset Borrowing Base) and (iv) at the time of the consummation of a sale or other Disposition with
a value in excess of $7,500,000 (other than any Disposition of cash or Inventory in the ordinary course of business), in each case,
a borrowing base certificate setting forth the Borrowing Base (in each case with supporting calculations in reasonable detail)
substantially in the form of Exhibit N (each, a “Borrowing Base Certificate”), which shall be prepared
as of the last Business Day of the preceding fiscal month in the case of each subsequent Borrowing Base Certificate (or, if any
such Borrowing Base Certificate is delivered more frequently than monthly, as of the last Business Day of the week or other applicable
period preceding such delivery). Each such Borrowing Base Certificate shall include such supporting information as may be reasonably
requested from time to time by the Administrative Agent, including the (x) aggregate amount of Specified Beta Vendor Obligations
owed to any vendor at such time and (y) the total value of all assets of the Parent Borrower or the applicable Restricted Subsidiary
subject to Liens securing the Specified Beta Vendor Obligations at such time; and


 


(g)          (i)
In the case of succeeding sub-clause (x), one (1) time during each fiscal year of the Parent Borrower (or, at any time that Specified
Availability is less than the greater of (i) 15.0% of the Line Cap and (ii) $15,000,000 for five (5) consecutive business days,
two (2) times in each fiscal year of the Parent Borrower), (ii) in the case of succeeding sub-clause (y), one (1) time in each
fiscal year (at any time that Specified Availability is less than the greater of (i) 15.0% of the Line Cap and (ii) $15,000,000
for five (5) consecutive business days, two (2) times in each fiscal year of the Parent Borrower) and (iii) in the case of either
sub-clause (x) or (y), at any time that any Specified ABL Default exists, as often as the Administrative Agent reasonably requests
(x) an appraisal of the Inventory of the Loan Parties and (y) a collateral examination of the Inventory, Accounts and related accounts
of the Loan Parties, in each case, in scope and form, and conducted by the Administrative Agent or from a third-party appraiser
and a third-party consultant, respectively, reasonably satisfactory to the Administrative Agent and at the sole cost and expense
of the Borrowers. The Administrative Agent shall deliver to each Lender, within five (5) days of receipt thereof, each final report
delivered to the Administrative Agent pursuant to this clause (g).


 




    	 	-117-	 



     


    

 


Documents required
to be delivered pursuant to Section 6.01 and Section 6.02(b) and (c) may be delivered electronically and if so delivered, shall
be deemed to have been delivered on the date (i) on which the Administrative Borrower posts such documents, or provides a link
thereto on the website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted
on the Borrowers’ behalf on the Platform, if any, to which each Lender and the Administrative Agent have access (whether
a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (x) upon written request
by the Administrative Agent, the Administrative Borrower shall deliver paper copies of such documents (which may be electronic
copies delivered via electronic mail) to the Administrative Agent for further distribution to each Lender until a written request
to cease delivering paper copies is given by the Administrative Agent and (y) the Administrative Borrower shall notify (which may
be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for
timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining
its copies of such documents. Notwithstanding anything to the contrary in this Section 6.02, none of the Borrowers or any
of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of,
or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary
information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives
or contractors) is prohibited by Law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes
attorney work product.


 


Each Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information
provided by or on behalf of any Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower
Materials on the Platform and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do
not wish to receive Material Non-Public Information, and who may be engaged in investment and other market-related activities with
respect to such Persons’ securities. Each Borrower hereby agrees that it will use commercially reasonable efforts to identify
that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall
be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall
appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed
to have authorized the Administrative Agent, the Arranger, and the Lenders to treat such Borrower Materials as not containing any
Material Non-Public Information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities
for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z)
the Administrative Agent and the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the
foregoing, the Borrowers shall be under no obligation to mark the Borrower Materials “PUBLIC.”


 


Section
6.03         Notices.


 


Promptly after a Responsible
Officer of the Administrative Borrower has obtained actual knowledge thereof, notify the Administrative Agent (which will promptly
thereafter furnish such notice to each Lender):


 


(a)          of
the occurrence of any Event of Default;


 


(b)          of
the occurrence of an ERISA Event which would reasonably be expected to result in a Material Adverse Effect;


 


(c)          of
the filing or commencement of, or any written overt threat or notice of intention of any person to file or commence, any action,
suit, litigation or proceeding, whether at law or in equity by or before any Governmental Authority against any Borrower or any
Restricted Subsidiary that would reasonably be expected to be adversely determined and, if so determined, would reasonably be expected
to result in a Material Adverse Effect;


 


(d)          of
any violation by any Loan Party or any of their respective Restricted Subsidiaries of, or liability of any Loan Party or any of
their respective Restricted Subsidiaries under, any Environmental Law which would reasonably be expected to have a Material Adverse
Effect; or


 




    	 	-118-	 



     


    

 


(e)          notice
of the commencement of a Compliance Period or a circumstance that, with the giving of notice, would commence a Dominion Period.


 


Each notice pursuant
to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Administrative Borrower (x)
that such notice is being delivered pursuant to Section 6.03(a), (b), (c), (d) or (e) (as applicable) and (y) setting forth
details of the occurrence referred to therein and stating what action the Borrowers have taken and propose to take with respect
thereto.


 


Section
6.04         Payment of Taxes.


 


Pay, discharge or otherwise
satisfy, as the same shall become due and payable in the normal conduct of its business, all its obligations and liabilities in
respect of Taxes imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent
(a) any such Tax is being contested in good faith and by appropriate actions for which appropriate reserves have been established
in accordance with GAAP or (b) the failure to pay or discharge the same would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 


Section
6.05         Preservation of Existence, Etc.


 


(a)          Preserve,
renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization, and


 


(b)          take
all reasonable action to maintain all rights, privileges (including its good standing where applicable in the relevant jurisdiction),
permits, approvals, licenses and franchises material to the ordinary conduct of its business,


 


except, in the case
of clause (a) or (b), to the extent (i) that failure to do so would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect (except in the case of clause (a) with respect to the Parent Borrower) or (ii) pursuant to
any transaction permitted by Sections 7.04 and 7.05.


 


Section
6.06         Maintenance of Properties.


 


Except if the failure
to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, maintain, preserve
and protect all of its material properties and equipment necessary in the operation of its business in good working order, repair
and condition, ordinary wear and tear excepted and fire, casualty or condemnation excepted.


 


Section
6.07         Maintenance of Insurance.


 


Maintain with insurance
companies that the Borrowers believe (in the good faith judgment of management) are financially sound and reputable at the time
the relevant coverage is placed or renewed, insurance with respect to its properties and business against loss or damage of the
kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after
giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses
as the Borrowers and the Restricted Subsidiaries) as are customarily carried under similar circumstances by such other Persons.
Each such policy of insurance (other than business interruption insurance (if any), director and officer insurance and worker’s
compensation insurance) shall as appropriate (i) name the Administrative Agent, on behalf of the Secured Parties, as an additional
insured thereunder as its interest may appear or (ii) in the case of each casualty insurance policy, contain a loss payable clause
or endorsement that names the Administrative Agent, on behalf of the Secured Parties, as loss payee thereunder.


 




    	 	-119-	 



     


    

 


Section
6.08         Compliance with Laws.


 


Comply with the requirements
of all Laws and all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or
property, except if the failure to comply therewith would not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


 


Section
6.09         Books and Records.


 


Maintain proper books
of record and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP
and which reflect all material financial transactions and matters involving the assets and business of a Borrower or a Restricted
Subsidiary, as the case may be (it being understood and agreed that certain Foreign Subsidiaries maintain individual books and
records in conformity with generally accepted accounting principles in their respective countries of organization and that such
maintenance shall not constitute a breach of the representations, warranties or covenants hereunder).


 


Section
6.10         Inspection Rights.


 


Permit representatives
and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial
and operating records, and make copies thereof or abstracts therefrom (other than the records of the Board of Directors of such
Loan Party or such Restricted Subsidiary), and to discuss its affairs, finances and accounts with its directors, officers, and
independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense
of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrowers; provided that only the Administrative Agent on behalf of the Lenders may exercise rights
of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights
more often than one time during any calendar year and such time shall be at the Borrowers’ expense; provided, further,
that during the continuance of an Event of Default, the Administrative Agent (or any of its respective representatives or independent
contractors), on behalf of the Lenders, may do any of the foregoing at the expense of the Borrowers at any time during normal business
hours and upon reasonable advance notice. The Administrative Agent shall give the Borrowers the opportunity to participate in any
discussions with the Borrowers’ independent public accountants. Notwithstanding anything to the contrary in this Section 6.10,
none of the Borrowers or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or
making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade
secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender
(or their respective representatives or contractors) is prohibited by Law, fiduciary duty or any binding agreement or (c) is subject
to attorney-client or similar privilege or constitutes attorney work product. For the avoidance of doubt, this Section 6.10
does not govern field examinations or inventory appraisals, which are governed by Section 6.02(g).


 


Section
6.11         Additional Collateral; Additional Guarantors.


 


At the Borrowers’
expense, subject to the limitations and exceptions of this Agreement, including, without limitation, the provisions of the Collateral
and Guarantee Requirement, the Intercreditor Agreements and any applicable limitation in any Collateral Document, take all action
necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues
to be satisfied, including:


 


(a)          upon
(v) the formation or acquisition of any new direct or indirect wholly-owned Material Domestic Subsidiary (in each case, other than
an Excluded Subsidiary) by any Loan Party, (w) an election by the Borrower to designate a Restricted Subsidiary as a Guarantor
pursuant to the definition of Guarantor, (x) the designation in accordance with Section 6.14 of any existing direct or indirect
wholly-owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary), (y) any
Subsidiary becoming a wholly-owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) or (z) any Restricted
Subsidiary ceasing to be an Excluded Subsidiary:


 




    	 	-120-	 



     


    

 


(i)          within
60 (or such greater number of days specified below) days after such formation, acquisition or designation, or such longer period
as the Administrative Agent may agree in writing in its reasonable discretion:


 


(A)         cause
each such Subsidiary to duly execute and deliver to the Administrative Agent, other than with respect to any Excluded Assets, a
Guarantor Joinder Agreement to this Agreement as Guarantors, completed Security Agreement Supplements, Intellectual Property Security
Agreements, a counterpart of the Intercompany Note and other security agreements and documents as reasonably requested by and in
form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement, Intellectual Property
Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral
and Guarantee Requirement;


 


(B)         cause
each such Subsidiary (and the parent of each such Subsidiary that is a Guarantor) to deliver any and all certificates representing
Equity Interests (to the extent certificated), intercompany notes (to the extent certificated) and instruments evidencing Indebtedness
that, in each case, are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock
powers or other appropriate instruments of transfer executed in blank; and


 


(C)         take
and cause such Subsidiary (and the parent of such Subsidiary that is a Guarantor) to take whatever action (including the filing
of UCC financing statements and delivery of stock and membership interest certificates to the extent certificated) as may be required
pursuant to the terms of the Loan Documents or as may be necessary in the reasonable opinion of the Administrative Agent to vest
in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected first priority
Liens (to the extent required by the Collateral Documents) to the extent required by the Collateral and Guarantee Requirement;


 


(ii)         if
reasonably requested by the Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative
Agent may agree in writing in its reasonable discretion), deliver to the Administrative Agent customary legal opinions, board resolutions,
good standing certificates and secretary’s or assistant secretary’s certificates consistent with those delivered on
the Closing Date under Section 4.01 (conformed as appropriate) other than changes to such legal opinions resulting from a change
in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent as to such
matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request;


 


(iii)        [reserved];
and


 


(iv)        if
reasonably requested by the Administrative Agent, within sixty (60) days after such request (or such longer period as the Administrative
Agent may agree in writing in its reasonable discretion), deliver to the Administrative Agent any other items necessary from time
to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with
respect to property of any Guarantor acquired after the Closing Date and subject to the Collateral and Guarantee Requirement, but
not specifically covered by the preceding clauses (i) or (ii).


 


(b)          [Reserved].


 


(c)          Requiring
each Domestic Subsidiary required to be designated as a “Material Domestic Subsidiary” pursuant to the proviso in the
definition of “Material Domestic Subsidiary” to have taken all actions to comply with the provisions of Section 6.11
within the time frame required by the definition of “Material Domestic Subsidiary”.


 




    	 	-121-	 



     


    

 


Section
6.12         Compliance with Environmental Laws.


 


Except, in each case,
to the extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect: (a) comply, and use commercially reasonable efforts to take all reasonable actions to cause all lessees and other
Persons operating or occupying its properties to comply, with all applicable Environmental Laws and Environmental Permits; (b)
obtain and renew all Environmental Permits necessary for its operations and properties; and (c) in each case to the extent the
Loan Parties are required by applicable Environmental Laws, conduct any investigation, remedial, cleanup or other corrective action
necessary to address Hazardous Materials at any property or facility in accordance with applicable Environmental Laws.


 


Section
6.13         Further Assurances.


 


Promptly upon reasonable
request by the Administrative Agent (i) correct any mutually identified material defect or error that may be discovered in the
execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral,
and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further
acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time
in order to (x) carry out more effectively the purposes of the Collateral Documents and/or (y) perfect and maintain the validity,
effectiveness and priority of any of the Collateral Documents and any of the Liens (subject to Liens permitted hereunder) intended
to be created thereunder, in each case, to the extent required pursuant to the Collateral and Guarantee Requirement.


 


Section
6.14         Designation of Subsidiaries. 


 


The Borrowers may at
any time after the Closing Date designate any Restricted Subsidiary of a Borrower (other than any Borrower (unless the Administrative
Borrower has delivered a notice terminating such Borrower’s status as a Borrower hereunder in accordance with the definition
of “Borrower”)) as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided
that (i) immediately before and after such designation, no Specified ABL Default shall have occurred and be continuing, (ii) in
no event shall an Unrestricted Subsidiary acquire (including pursuant to the designation of a Restricted Subsidiary as an Unrestricted
Subsidiary) Material IP from the Parent Borrower or any Restricted Subsidiary and (iii) immediately before and after such designation,
the Payment Conditions shall be satisfied. The designation of any Subsidiary as an Unrestricted Subsidiary after the Closing Date
shall constitute an Investment by the applicable Borrower therein at the date of designation as set forth in the definition of
Investment. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute (a) the incurrence (at the
time of designation) of any Investment, Indebtedness or Liens of such Subsidiary existing at such time and (b) a Return on any
Investment by the applicable Borrower in Unrestricted Subsidiaries pursuant to the definition of Investment.


 


Section
6.15         [Reserved]. 


 


Section
6.16         Use of Proceeds. 


 


Use the proceeds of
any Borrowing on the Closing Date, whether directly or indirectly, in a manner consistent with the definition of Permitted Initial
Revolving Credit Borrowing Purposes, and after the Closing Date, use the proceeds of any Borrowing for any purpose not otherwise
prohibited under this Agreement.


 


Section
6.17         Post-Closing Matters. 


 


Cause to be delivered
or performed the documents and other agreements set forth on Schedule 6.17 within the time frames specified in such Schedule 6.17.


 


All conditions precedent
and representations contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to
effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than
as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not
be true because the foregoing actions were not taken on the Closing Date, the respective representation and warranty shall be required
to be true and correct in all material respects at the time the respective action is taken (or was required to be taken) in accordance
with the foregoing provisions of this Section 6.17 and (y) all representations and warranties relating to the Collateral Documents
shall be required to be true immediately after the actions required to be taken by this Section 6.17 have been taken (or were required
to be taken) and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the
relevant time periods required above, shall give rise to an immediate Event of Default pursuant to this Agreement. 


 




    	 	-122-	 



     


    

 


Section
6.18         Specified Beta Vendor Financing Statements.


 


On or prior to the
date that is six months after the Closing Date (or such later date as agreed to by the Administrative Agent in its reasonable discretion),
the Parent Borrower shall either (i) cause to be terminated those financing statements set forth on Schedule 6.18 (the “Specified
Beta Vendor Financing Statements”) and terminate (or amend to remove any lien grant) any prime vendor agreement or other
similar agreement between any one or more of the Parent Borrower and its Restricted Subsidiaries on the one hand and any vendor
or similar contractual counterparty thereof on the other hand the obligations under which are secured by any collateral described
in any Specified Beta Vendor Financing Statement (each such agreement, a “Specified Beta Vendor Agreement” and
such obligations, the “Specified Beta Vendor Obligations”) or (ii) cause the Liens securing the Specified Beta
Vendor Obligations to be subordinated to the Liens securing the Obligations and the First Lien Obligations and the Second Lien
Obligations pursuant to one or more intercreditor agreements in form and substance reasonably satisfactory to the Administrative
Agent in its reasonable discretion (the undertaking in this Section 6.18, the “Specified Post-Closing Undertaking”).
Notwithstanding the foregoing, the Specified Post-Closing Undertaking shall be satisfied if (A) (x) the aggregate amount of the
Specified Beta Vendor Obligations owed to any vendor does not exceed $2,500,000 at any time outstanding and (y) the total value
of all assets of the Parent Borrower or the applicable Restricted Subsidiary subject to such Liens that have not been terminated
or subordinated in accordance with the foregoing sentence does not exceed $2,500,000 at any time outstanding and (B) the Parent
Borrower has used commercially reasonable efforts to cause such Liens to be so terminated or subordinated to the Liens securing
the Obligations pursuant to one or more intercreditor agreements in form and substance reasonably satisfactory to the Administrative
Agent in its reasonable discretion.


 


Section
6.19         Fiscal Year. 


 


From and after the
Closing Date, maintain its fiscal year as in effect on the Closing Date; provided, however, that the Borrowers may
(x) align the dates of such fiscal year of any Restricted Subsidiary whose fiscal year ends on a date other than that of the
Parent Borrower or (y) upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year, and,
in the case of this clause (y), the Administrative Borrower and the Administrative Agent will, and are hereby authorized
by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.


 


Section 6.20         Inventory


 


With respect to the
Inventory of each Loan Party, each Loan Party will maintain correct and accurate (in all material respects) records of the kind,
type and quantity of Inventory, the cost therefor and withdrawals therefrom and additions thereto.


 


Article
VII.

NEGATIVE COVENANTS


 


So long as any Lender
shall have any Commitment, any Loan or other Obligation (other than contingent indemnification obligations as to which no claim
has been asserted) or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the LC Obligations related
thereto has been Cash Collateralized or backstopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank
or such Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank
hereunder), then from and after the Closing Date, the Parent Borrower shall not and the Parent Borrower shall not permit any of
its Restricted Subsidiaries to, directly or indirectly:


 




    	 	-123-	 



     


    

 


Section
7.01         Liens.


 


Create, incur, assume
or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the
following:


 


(a)          Liens
created pursuant to any Loan Document securing the Secured Obligations;


 


(b)          Liens
(other than Specified Beta Vendor Financing Statements) existing on the Closing Date; provided that any Lien securing Indebtedness
in excess of (x) $2,000,000 individually or (y) $10,000,000 in the aggregate (when taken together with all other Liens
securing obligations outstanding in reliance on this clause (b) that are not listed in Schedule 7.01(b))
shall only be permitted to the extent such Lien is listed on in Schedule 7.01(b), and any modifications, replacements,
renewals, refinancings or extensions thereof, which may provide that individual financings of equipment provided by one lender
may be cross-collateralized to other financings of equipment provided by such lender; provided, further, that (i) the
Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into
the property covered by such Lien or financed by Indebtedness permitted under Section 7.03 and customary security deposits
in connection therewith and (B) proceeds and products thereof and (ii) the replacement, renewal, extension or refinancing
of the obligations secured or benefited by such Liens, to the extent constituting Indebtedness, is permitted by Section 7.03;


 


(c)          Liens
for taxes, assessments or governmental charges that are not overdue for a period of more than thirty (30) days (or any applicable
grace period related thereto, if longer) or that are being contested in good faith and by appropriate actions, if adequate reserves
with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or the equivalent accounting
principles in the relevant local jurisdiction;


 


(d)          statutory
or common law Liens of landlords, sublandlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors
or other like Liens or other customary Liens (other than in respect of Indebtedness) in favor of landlords, so long as, in each
case, such Liens secure amounts not overdue for a period of more than sixty (60) days or if more than sixty (60) days overdue,
are unfiled and no other action has been taken to enforce such Liens or are being contested in good faith and by appropriate actions;


 


(e)         
(i) pledges or deposits in the ordinary course of business in connection with, and obligations in respect of letters of credit
(other than Letters of Credit) or bank guarantees incurred in the ordinary course of business with respect to, workers’ compensation,
health, disability or employee benefits, unemployment insurance and other social security laws or similar legislation or regulation
or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts
and premiums and adjustments thereto) and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement
or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of)
insurance carriers providing property, casualty or liability insurance to the Parent Borrower or any of the Restricted Subsidiaries;


 


(f)           pledges
or deposits to secure, and obligations in respect of letters of credit (other than Letters of Credit) or bank guarantees incurred
in the ordinary course of business with respect to the performance of bids, trade contracts, warranties, governmental contracts
and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance
bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred
in the ordinary course of business or consistent with industry practice;


 


(g)          easements,
rights-of-way, building codes, covenants, conditions, restrictions (including zoning restrictions), encroachments, licenses, protrusions
and other similar encumbrances and minor title defects affecting Real Property and that do not in the aggregate materially interfere
with the ordinary conduct of the business of the Parent Borrower or the Restricted Subsidiaries, taken as a whole;


 




    	 	-124-	 



     


    

 


(h)          Liens
(i) securing judgments or orders for the payment of money not constituting an Event of Default under Section 8.01(h), (ii) arising
out of judgments or awards against any Borrower or any Restricted Subsidiary with respect to which an appeal or other proceeding
for review is then being pursued and (iii) notices of lis pendens and associated rights related to litigation being
contested in good faith by appropriate proceedings for which adequate reserves have been made;


 


(i)           leases,
licenses, subleases or sublicenses (including the provision of software or the licensing of other intellectual property rights)
and terminations thereof, in each case granted to others in the ordinary course of business (or other agreements under which the
Parent Borrower or any Restricted Subsidiary has granted rights to end users to access and use the Parent Borrower’s or any
Restricted Subsidiary’s products, technologies or services in the ordinary course of business) which (i) do not interfere
in any material respect with the business of the Parent Borrower and the Restricted Subsidiaries, taken as a whole and (ii) do
not secure any Indebtedness;


 


(j)           Liens
(i) in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with
the importation of goods in the ordinary course of business and (ii) on specific items of inventory or other goods and proceeds
thereof of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued
or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods in the ordinary
course of business;


 


(k)          Liens
(i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection,
(ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business,
(iii) in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions
encumbering deposits or other funds maintained with a financial institution (including the right of set-off) and that are customary
in the banking industry or arising pursuant to such banking institution’s general terms and conditions, (iv) in respect of
Cash Management Services permitted under Section 7.03(l) and (v) in respect of Swap Contracts; provided, that the aggregate
amount of secured obligations under Swap Contracts (other than Secured Hedge Agreements and First Lien Banking Services Agreements
(each as defined in the ABL Intercreditor Agreement)) shall not at any time exceed $5,000,000;


 


(l)           Liens
(i) on cash advances in favor of the seller of any property to be acquired in an Permitted Acquisition or other similar Investment
permitted pursuant to this Agreement, in each case to be applied against the purchase price for such Permitted Acquisition or other
permitted Investment and (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05,
in each case, solely to the extent such Permitted Acquisition or other acquisition or Disposition, as the case may be, would have
been permitted under this Agreement on the date of the creation of such Lien;


 


(m)         Liens
(i) in favor of the Parent Borrower or a Restricted Subsidiary on assets of a Non-Loan Party or (ii) in favor of the Parent Borrower
or any Guarantor on assets of a Restricted Subsidiary;


 


(n)          any
interest or title (and all encumbrances and other matters affecting such interest or title) of a lessor, sublessor, licensor or
sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases, subleases,
licenses or sublicenses entered into by the Parent Borrower or any Restricted Subsidiary in the ordinary course of business;


 


(o)          Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Parent
Borrower or any Restricted Subsidiary in the ordinary course of business;


 


(p)          Liens
deemed to exist in connection with Investments in repurchase agreements permitted under Section 7.06 or the definition of
“Permitted Investments”;


 




    	 	-125-	 



     


    

 


(q)          Liens
encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts maintained in the ordinary course of business and not for speculative purposes;


 


(r)          Liens
that are contractual rights of set-off or rights of pledge (i) relating to the establishment of depository relations with banks
or other deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (ii) relating to
pooled deposit or sweep accounts of the Parent Borrower or any Restricted Subsidiary to permit satisfaction of overdraft or similar
obligations incurred in the ordinary course of business of the Parent Borrower or any Restricted Subsidiary or (iii) relating to
purchase orders and other agreements entered into with customers or suppliers of the Parent Borrower or any Restricted Subsidiaries
in the ordinary course of business;


 


(s)          Liens
solely on any cash earnest money deposits, escrow arrangements or similar arrangements made by the Parent Borrower or any Restricted
Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder;


 


(t)          ground
leases in respect of Real Property on which facilities owned or leased by the Parent Borrower or any Restricted Subsidiary are
located;


 


(u)          Liens
to secure Indebtedness (other than Refinancing Indebtedness) permitted under Section 7.03(e); provided that (i) such
Liens are created no later than 270 days after the acquisition, construction, repair, lease or improvement of the property subject
to such Liens, (ii) such Liens do not at any time encumber property (except for replacements, additions and accessions to such
property) other than the property financed by such Indebtedness and the proceeds and products thereof and customary security deposits
and (iii) with respect to Capitalized Leases, such Liens do not at any time extend to or cover any assets (except for additions
and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject
to, or acquired, constructed, repaired, replaced or improved with the proceeds of such Indebtedness; provided that individual
financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;


 


(v)         Liens
on property of any Non-Loan Party, which Liens secure Indebtedness of any Non-Loan Party permitted under Section 7.03 or other
obligations of any Non-Loan Party not constituting Indebtedness;


 


(w)          Liens
existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a
Restricted Subsidiary (other than by designation as a Restricted Subsidiary pursuant to Section 6.14) or otherwise assumed
pursuant to Section 7.03(g), in each case after the Closing Date; provided that (i) such Lien was not entered into in anticipation
of such acquisition or such Person becoming a Restricted Subsidiary, (ii) such Lien does not extend to or cover any other assets
or property (other than the proceeds or products thereof and other than after-acquired property and customary security deposits
in connection therewith subjected to a Lien securing Indebtedness and other obligations incurred prior to such time and which Indebtedness
and other obligations are permitted hereunder that require, pursuant to their terms at such time, a pledge of after-acquired property,
it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have
applied but for such acquisition), provided that individual financings of equipment provided by one lender may be cross
collateralized to other financings of equipment provided by such lender and (iii) the Indebtedness secured thereby is permitted
under Section 7.03(e), (g), (m)(ii) or (s) (and any Refinancing Indebtedness in respect of the foregoing); provided, further
that any such Lien on the ABL Priority Collateral (other than Liens securing assumed Indebtedness permitted under Section 7.03)
shall be junior to the Liens securing the Obligations;


 


(x)          
(i) zoning, building, entitlement and other land use regulations by Governmental Authorities with which the normal operation of
the business complies, and (ii) any zoning or similar law or right reserved to or vested in any Governmental Authority to control
or regulate the use of any Real Property that does not materially interfere with the ordinary conduct of the business of the Parent
Borrower and the Restricted Subsidiaries, taken as a whole;


 




    	 	-126-	 



     


    

 


(y)          Liens
arising from precautionary Uniform Commercial Code financing statement or similar filings;


 


(z)          Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(aa)        the
modification, replacement, renewal or extension of any Lien permitted by clauses (b), (u), (v), (w), (aa), (cc), (dd), (gg), (ii)
and (jj) of this Section 7.01; provided that (i) subject, in the case of Liens permitted by Section 7.01 (dd), (gg)
and (jj) (and any Liens permitted under this clause (aa) which were originally granted under Section 7.01(dd), (gg) or (jj) respectively),
to the final proviso of this clause (aa), at the time of such modification, replacement, renewal or extension the Lien does not
extend to any additional property, other than (A) after-acquired property that is affixed or incorporated into the property covered
by such Lien and (B) proceeds and products thereof and, in the case of Liens permitted by Section 7.01(w) (and any Liens permitted
under this clause (aa) which were originally granted under Section 7.01(w)), after-acquired property of the applicable Restricted
Subsidiary to the extent the security agreements in place at the time of the acquisition of such Restricted Subsidiary required
the grant of such Lien in after-acquired property and (ii) the renewal, extension or refinancing of the obligations secured or
benefited by such Liens is permitted by Section 7.03 (to the extent constituting Indebtedness); provided that (w) if any
Lien (prior to the modification, replacement, renewal or extension thereof) was subject to the ABL Intercreditor Agreement, such
Lien (subsequent to the modification, replacement, renewal or extension thereof) shall be subject to the ABL Intercreditor Agreement
and accorded the same (or lesser) priority as was accorded to such Lien (prior to the modification, replacement, renewal or extension
thereof), (x) [reserved], (y) [reserved] and (z) if any Lien (prior to the modification, replacement, renewal or extension thereof)
was subject to a lien subordination and intercreditor agreement (other than an Intercreditor Agreement), such Lien (subsequent
to the modification, replacement, renewal or extension thereof) shall be subject to such lien subordination and intercreditor agreement
and accorded the same (or lesser) priority with respect to the Collateral (without regard to control of remedies) as was accorded
to such Lien (prior to the modification, replacement, renewal or extension thereof) or in each case of subclauses (w), (x), (y)
and (z) shall be subject to a substantially similar or more junior lien subordination and intercreditor agreement reasonably satisfactory
to the Administrative Borrower and the Administrative Agent so long as such Lien (subsequent to the modification, replacemenent,
renewal or extension thereof) is accorded the same (or lesser) priority with respect to the Collateral (without regard to control
of remedies) as was accorded to such Lien (prior to the modification, replacement, renewal or extension thereof); provided,
further, that modifications, replacements, renewals or extensions of Liens permitted by Section 7.01(dd), (gg) and (jj)
(and any Liens permitted under this clause (aa) which were originally granted under Section 7.01(dd), (gg) or (jj), respectively),
in each case may be secured by after-acquired Collateral of the applicable Loan Party to the extent the security agreements in
place at the time of the initial grant of Liens under Section 7.01(dd), (gg) or (jj), as applicable, by such Loan Party required
the grant of such Lien in after-acquired Collateral;


 


(bb)      Liens
with respect to property or assets of the Parent Borrower or any Restricted Subsidiary securing obligations in an aggregate principal
amount outstanding at any time not to exceed the greater of $73,500,000 and 35.0% of Trailing Four Quarter Consolidated EBITDA,
in each case determined as of the date of incurrence, which Liens may be subject to the ABL Intercreditor Agreement or another
junior lien subordination and intercreditor agreement reasonably satisfactory to the Administrative Borrower and the Administrative
Agent, as applicable; provided that the aggregate outstanding principal amount of obligations that are secured by any Applicable
Liens pursuant to this Section 7.01(bb) may not exceed $25,000,000 at any time and any such Lien on the ABL Priority Collateral
shall be junior to the Liens on the ABL Priority Collateral securing the Obligations;


 


(cc)       Liens
securing obligations in respect of Indebtedness permitted under Section 7.03(z) (other than Incremental Equivalent Debt, Refinancing
Equivalent Debt and Second Lien Notes Indenture Incremental Equivalent Debt that are unsecured); provided, that (i) any
such Lien on the Term Loan Priority Collateral may be senior to the Liens on the Term Loan Priority Collateral securing the Obligations
and any such Lien on the ABL Priority Collateral shall be junior to the Liens on the ABL Priority Collateral securing the Obligations
and (ii) such Liens are subject to the ABL Intercreditor Agreement or other lien subordination and intercreditor arrangement reasonably
satisfactory to the Administrative Borrower and the Administrative Agent, as applicable;


 




    	 	-127-	 



     


    

 


(dd)      Liens
granted in accordance with Section 7.01(dd) of the First Lien Credit Agreement (as in effect on the date hereof and whether or
not in effect on the relevant date of determination);


 


(ee)       Liens
on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary
letters of credit or banker’s acceptances issued or created for the account of such Person to facilitate the purchase, shipment
or storage of such inventory or goods;


 


(ff)        deposits
of cash with the owner or lessor of premises leased and operated by the Parent Borrower or any Subsidiary to secure the performance
of the Parent Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises;


 


(gg)      Liens
securing obligations in respect of Indebtedness permitted under Section 7.03(k) (other than Incremental Equivalent Debt that is
unsecured and Refinancing Equivalent Debt); provided, that (x) any such Lien on the ABL Priority Collateral shall be junior
to the Liens on the ABL Priority Collateral securing the Obligations and (y) such Liens are subject to the ABL Intercreditor Agreement
or another intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent;


 


(hh)      [reserved];


 


(ii)         Liens
encumbering the Equity Interests of an Unrestricted Subsidiary of the Parent Borrower or a Restricted Subsidiary;


 


(jj)         Liens
securing obligations in respect of Indebtedness; provided that such Liens and related Indebtedness are in compliance with
the provisions set forth in Section 7.01(jj) of the First Lien Credit Agreement (as in effect on the date hereof and whether or
not in effect on the relevant date of determination); provided, further that (x) any such Lien on the ABL Priority Collateral
shall be junior to the Liens on the ABL Priority Collateral securing the Obligations and (y) such Liens are subject to the ABL
Intercreditor Agreement or another intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent;


 


(kk)         in
the case of any non-wholly owned Restricted Subsidiary or any joint venture, any put and call arrangements or restrictions on disposition
related to its Equity Interests set forth in its organizational documents or any related joint venture or similar agreement;


 


(ll)         [reserved];


 


(mm)     subject
to compliance with Section 6.18, Liens existing on the Closing Date and set forth on Schedule 6.18;


 


(nn)      other
Liens or imperfections on property existing on the Closing Date which are not material in amount or do not materially detract from
the value of or materially impair the existing use of the property affected by such Lien or imperfection; and


 


(oo)      Liens
on property of any Foreign Subsidiary arising mandatorily under the Laws of the jurisdiction of organization of such Foreign Subsidiary.


 


The expansion of Liens
by virtue of accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional
Indebtedness, amortization of OID and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in
the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 7.01.


 




    	 	-128-	 



     


    

 


For purposes of determining
compliance with this Section 7.01, (A) a Lien need not be incurred solely by reference to one categories of permitted Liens described
in Section 7.01(a) through (oo) above, but is permitted to be incurred in part under any combination thereof and of any other available
exemption and (B) in the event that a Lien (or any portion thereof) meets the criteria of one or more of the categories of permitted
Liens described in Section 7.01(a) through (oo) above, the Parent Borrower will, in its sole discretion, be entitled to divide,
classify or reclassify, in whole or in part, any such Lien (or any portion thereof) among one or more of such categories or clauses
in any manner at any time.


 


Section
7.02         [Reserved].


 


Section
7.03         Indebtedness, Disqualified Equity Interests and Preferred Stock.


 


Create, incur, assume
or suffer to exist any Indebtedness or issue any Disqualified Equity Interest, or issue any Preferred Stock of a Restricted Subsidiary,
except:


 


(a)          Indebtedness
under the Loan Documents;


 


(b)          Indebtedness
outstanding on the Closing Date and listed in Schedule 7.03(b); provided that all such Indebtedness of any Loan Party owed
to any Non-Loan Party shall be subject to the Intercompany Note;


 


(c)          Guarantees
by the Parent Borrower and any Restricted Subsidiary in respect of Indebtedness of the Parent Borrower or any Restricted Subsidiary
otherwise permitted hereunder; provided that (A) no Guarantee by any Restricted Subsidiary of any Indebtedness constituting
First Lien Obligations, Second Lien Obligations, a Specified Junior Financing Obligation, Incremental Equivalent Debt or Refinancing
Equivalent Debt shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Obligations on substantially
the terms set forth herein, (B) if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee shall be
subordinated to the Guarantee of the Obligations on terms at least as favorable (as reasonably determined by the Administrative
Borrower) to the Lenders as those contained in the subordination of such Indebtedness, (C) any Guarantee by a Loan Party of Indebtedness
of a Non-Loan Party shall either constitute a Permitted Investment or a Restricted Investment permitted by Section 7.06 and (D)
any Guarantee by a Non-Loan Party of any Permitted Ratio Debt or Indebtedness under Sections 7.03(g) (or any Refinancing Indebtedness
in respect of any of the foregoing) shall only be permitted if such Guarantee meets the requirements of the first proviso in the
definition of “Permitted Ratio Debt” in the First Lien Credit Agreement (as in effect on the date hereof and whether
or not in effect on the relevant date of determination) or the proviso in Section 7.03(g) of the First Lien Credit Agreement (as
in effect on the date hereof and whether or not in effect on the relevant date of determination), as the case may be;


 


(d)          Indebtedness
of the Parent Borrower or any Restricted Subsidiary owing to any Loan Party or any other Restricted Subsidiary (or issued or transferred
to any direct or indirect parent of a Loan Party which is substantially contemporaneously transferred to a Loan Party or any Restricted
Subsidiary of a Loan Party) to the extent constituting a Permitted Investment or a Restricted Investment permitted by Section 7.06;
provided that all such Indebtedness of any Loan Party owed to any Non-Loan Party shall be subject to the Intercompany Note;


 




    	 	-129-	 



     


    

 


(e)         
(i) Indebtedness (including Capitalized Leases) and Disqualified Equity Interests incurred or issued by the Parent Borrower or
any Restricted Subsidiary and Preferred Stock incurred or issued by any Restricted Subsidiary, to finance the purchase, lease,
replacement or improvement of property (real or personal), equipment or fixed or capital assets, in an aggregate principal amount,
together with all other Indebtedness, Preferred Stock and/or Disqualified Equity Interests incurred or issued and outstanding under
this clause (e)(i) at such time, not to exceed the greater of (x) $42,00,000 and (y) 20.0% of Trailing Four Quarter Consolidated
EBITDA, in each case, determined at the time of incurrence (and any Refinancing Indebtedness thereof); plus, in the event
of any extension, replacement, refinancing, renewal or defeasance of such Indebtedness with Refinancing Indebtedness pursuant to
this clause (e)(i), Disqualified Equity Interests or Preferred Stock, the amount of Refinancing Indebtedness incurred pursuant
to this clause (e)(i) to finance (I) any tender premium or penalty or premium required to be paid under the terms of the instrument
or documents governing such Indebtedness, Disqualified Equity Interests or Preferred Stock and any defeasance costs and (II) any
fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such new Indebtedness,
Disqualified Equity Interests or Preferred Stock or the extension, replacement, refinancing, renewal or defeasance of such Indebtedness,
Disqualified Equity Interests or Preferred Stock; so long as (other than in the case of any such Refinancing Indebtedness) such
Indebtedness, Disqualified Equity Interests or Preferred Stock is incurred or issued no later than 270 days after such purchase,
lease, replacement or improvement and (ii) Attributable Indebtedness arising out of sale-leaseback transactions permitted by Section
7.05(f) and any Refinancing Indebtedness of such Attributable Indebtedness;


 


(f)           Indebtedness
in respect of Swap Contracts designed to hedge against the Parent Borrower’s or any Restricted Subsidiary’s exposure
to interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for
speculative purposes and Guarantees thereof;


 


(g)          Indebtedness
or Disqualified Equity Interests of the Parent Borrower or Indebtedness, Disqualified Equity Interests or Preferred Stock of any
Restricted Subsidiary (including any Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or
other permitted Investment) incurred, issued or assumed in connection with a Permitted Acquisition or other permitted Investment
so long as (i) the aggregate principal amount of such Indebtedness, Disqualified Equity Interests of Preferred Stock incurred,
issued, guaranteed or assumed does not exceed the amount that such Person would be permitted to incur, issue, guarantee or assume
pursuant to Section 7.03(g) of the First Lien Credit Agreement (as in effect on the date hereof and whether or not in effect on
the relevant date of determination);


 


provided that the aggregate principal
amount of Indebtedness, Disqualified Equity Interests and Preferred Stock the primary obligations under which are outstanding in
reliance on this Section 7.03(g) or Section 7.03(w) (to the extent initially incurred, issued or assumed under this Section 7.03(g))
shall not exceed, together with the aggregate principal amount of any Indebtedness, Disqualified Equity Interests and Preferred
Stock of Non-Loan Parties the primary obligations under which are outstanding in reliance on Section 7.03(s) or Section 7.03(w)
(to the extent initially incurred, issued or assumed under Section 7.03(s)), the greater of (x) $35,000,000 and (y) 15.0% of Trailing
Four Quarter Consolidated EBITDA, in each case determined at the time of assumption, guarantee, incurrence or issuance; provided,
further that any Liens securing any Indebtedness, Disqualified Equity Interests or Preferred Stock incurred, guaranteed, issued
or assumed pursuant to this Section 7.03(g) shall be permitted to be incurred pursuant to Sections 7.01(v), 7.01(w), 7.01(bb) or
7.01(jj); provided, further, that any Indebtedness incurred (and not, for the avoidance of doubt, assumed) by any
Loan Party pursuant to this Section 7.03(g), as of the relevant closing date, shall not have a final scheduled maturity date earlier
than the Maturity Date of the Initial Revolving Credit Commitments (in each case other than any such Indebtedness, Disqualified
Equity Interests or Preferred Stock consisting of a customary bridge facility so long as the long-term Indebtedness into which
any such customary bridge facility is to be converted satisfies such criteria);


 


(h)          Indebtedness
representing deferred compensation or similar arrangements to employees and independent contractors of the Parent Borrower or any
Restricted Subsidiary, in each case, incurred in the ordinary course of business;


 


(i)           Indebtedness
consisting of promissory notes issued or incurred by the Parent Borrower or any Restricted Subsidiary to future, present or former
employees, directors, officers, members of management, independent contractors, advisors, service providers and consultants of
the Parent Borrower or any Restricted Subsidiary, or, in each case, to their respective Controlled Investment Affiliates or Immediate
Family Members, in each case to finance the purchase or redemption of Equity Interests or other equity-based awards of the Parent
Borrower permitted by Section 7.06(e);


 


(j)           Indebtedness
(i) incurred by the Parent Borrower or any Restricted Subsidiary in any transaction or arrangement not prohibited hereunder constituting
indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments and obligations
in respect of transaction tax benefits and (ii) consisting of obligations of any Borrower or any Restricted Subsidiary under deferred
compensation or other similar arrangements incurred by such Person in connection with the Transactions, Permitted Acquisitions
or any other Investment permitted hereunder;


 




    	 	-130-	 



     


    

 


(k)          Indebtedness
(i) incurred under the First Lien Credit Agreement, (ii) with respect to any Refinancing Equivalent Debt and (iii) with respect
to any Incremental Equivalent Debt, in each case (x) including guarantee obligations in respect thereof and (y) so long as (A)
any Liens securing such Indebtedness are subject to the ABL Intercreditor Agreement and (B) the aggregate principal amount of such
Indebtedness does not exceed the aggregate principal amount permitted to be incurred under the First Lien Credit Agreement (as
in effect on the date hereof and whether or not in effect on the relevant date of determination);


 


(l)           Secured
Cash Management Obligations and other Indebtedness in respect of Cash Management Services in the ordinary course of business and
any Guarantees thereof;


 


(m)        
(i) unsecured Indebtedness or Disqualified Equity Interests of the Parent Borrower and unsecured Indebtedness, Disqualified Equity
Interests or Preferred Stock of any Restricted Subsidiary in an aggregate principal amount up to 100% of the net cash proceeds
received by the Parent Borrower since immediately after the Closing Date from the issue or sale of Equity Interests of the Parent
Borrower or cash contributed to the capital of the Parent Borrower (in each case, other than proceeds of Disqualified Equity Interests,
sales of Equity Interests to the Parent Borrower or any Subsidiary, proceeds which have been designated as Excluded Contributions
or proceeds which have been designated as a Cure Amount) to the extent such net cash proceeds or cash have not been applied to
make Permitted Investments (other than Permitted Investments specified in clauses (1), (2) or (3) of the definition thereof) and
(ii) Indebtedness or Disqualified Equity Interests of the Parent Borrower and Indebtedness, Disqualified Equity Interests or Preferred
Stock of any Restricted Subsidiary in an aggregate principal amount which, when aggregated with the principal amount of all other
Indebtedness, Disqualified Equity Interests and Preferred Stock then outstanding and incurred or issued, as applicable, pursuant
to this Section 7.03(m)(ii), does not exceed the greater of (x) $105,000,000 and (y) 50.0% of Trailing Four Quarter Consolidated
EBITDA (in each case, determined on the date of such incurrence) (and any Refinancing Indebtedness thereof); plus, in the
event of any extension, replacement, refinancing, renewal or defeasance of such Indebtedness, Disqualified Equity Interests or
Preferred Stock with Refinancing Indebtedness pursuant to this clause (m)(ii), the amount of Refinancing Indebtedness incurred
pursuant to this clause (m)(ii) to finance (I) any tender premium or penalty or premium required to be paid under the terms of
the instrument or documents governing such Indebtedness, Disqualified Equity Interests or Preferred Stock and (II) any defeasance
costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such
new Indebtedness, Disqualified Equity Interests or Preferred Stock or the extension, replacement, refinancing, renewal or defeasance
of such Indebtedness, Disqualified Equity Interests or Preferred Stock;


 


(n)          Indebtedness
consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each
case, incurred in the ordinary course of business or consistent with industry practice;


 


(o)          obligations
in respect of self-insurance and obligations in respect of performance, bid, appeal and surety bonds and performance and completion
guarantees and similar obligations provided by the Parent Borrower or any Restricted Subsidiary or obligations in respect of letters
of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent
with industry practice;


 


(p)          [reserved];


 


(q)          to
the extent a joint venture constitutes a Restricted Subsidiary, Indebtedness incurred by or Disqualified Equity Interests or Preferred
Stock issued by such Restricted Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred
pursuant to this Section 7.03(q) and then outstanding for all such Persons taken together, does not exceed the greater of
$31,500,000 and 15.0% of Trailing Four Quarter Consolidated EBITDA determined at the time of incurrence;


 




    	 	-131-	 



     


    

 


(r)          (i)
Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit
and (ii) letters of credit in an aggregate face amount at any time outstanding not to exceed $5,000,000 consisting of (A) letters
of credit issued in currencies not available hereunder or (B) documentary or commercial letters of credit not issued hereunder;


 


(s)          Permitted
Ratio Debt;


 


(t)          [reserved];


 


(u)          Indebtedness
incurred by or Disqualified Equity Interests or Preferred Stock issued by a Non-Loan Party which, when aggregated with the principal
amount of all other Indebtedness incurred or Disqualified Equity Interests or Preferred Stock issued pursuant to this clause (u)
and then outstanding, does not exceed the greater of $52,500,000 and 25.0% of Trailing Four Quarter Consolidated EBITDA (in each
case determined at the date of incurrence or issuance);


 


(v)         if
the Payment Conditions are satisfied immediately after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis,
unsecured, non-amortizing long term Indebtedness with a maturity date at least 91 days later than the Latest Maturity Date at the
time such Indebtedness is incurred;


 


(w)         the
incurrence or issuance by the Parent Borrower of Indebtedness or Disqualified Equity Interests or the incurrence or issuance by
a Restricted Subsidiary of Indebtedness, Disqualified Equity Interests or Preferred Stock which serves to refund, refinance, extend,
replace, renew or defease any Indebtedness (including any Designated Revolving Commitments) incurred or Disqualified Equity Interests
or Preferred Stock issued as permitted under Sections 7.03(b), (g), (k), (m)(i), (q), (s), this clause (w) and (z); provided
that any such Indebtedness, Disqualified Equity Interests or Preferred Stock constitutes Refinancing Indebtedness;


 


(x)          Indebtedness
incurred by the Parent Borrower or any Restricted Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances,
warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers
compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance,
unemployment insurance or other social security legislation or other Indebtedness with respect to reimbursement-type obligations
regarding workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance
or self-insurance;


 


(y)          shares
of Preferred Stock of a Restricted Subsidiary issued to the Parent Borrower or a Restricted Subsidiary (to the extent constituting
a Permitted Investment or a Restricted Investment permitted by Section 7.06); provided that any subsequent issuance or transfer
of any Equity Interests or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary
or any other subsequent transfer of any such shares of Preferred Stock (except to the Parent Borrower or another of the Restricted
Subsidiaries or any pledge of such Equity Interests constituting a Lien permitted hereunder) shall be deemed, in each case, to
be an issuance of such shares of Preferred Stock (to the extent such Preferred Stock is then outstanding) not permitted by this
clause (y);


 


(z)          Indebtedness
(i) incurred under the Second Lien Notes Indenture, (ii) with respect to any Second Lien Notes Indenture Incremental Equivalent
Debt, (iii) with respect to any Refinancing Equivalent Debt and (iv) with respect to any Incremental Equivalent Debt, in each case
(x) including guarantee obligations in respect thereof and (y) so long as (A) any Liens securing such Indebtedness are subject
to the ABL Intercreditor Agreement and (B) the aggregate principal amount of such Indebtedness does not exceed the aggregate principal
amount permitted to be incurred under the Second Lien Notes Indenture (as in effect on the date hereof and whether or not in effect
on the relevant date of determination);


 




    	 	-132-	 



     


    

 


(aa)        to
the extent constituting Indebtedness, customer deposits and advance payments (including progress payments) received in the ordinary
course of business from customers for goods and services purchased in the ordinary course of business;


 


(bb)       Indebtedness
incurred by the Parent Borrower or a Restricted Subsidiary in connection with bankers’ acceptances or discounted bills of
exchange, in each case incurred or undertaken in the ordinary course of business on arm’s length commercial terms;


 


(cc)        Indebtedness
permitted by Section 7.03(cc) of the First Lien Credit Agreement (as in effect on the date hereof and whether or not in effect
on the relevant date of determination); and


 


(dd)       all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (a) through (bb) above.


 


For purposes of determining
compliance with this Section 7.03, in the event that an item of Indebtedness, Disqualified Equity Interests or Preferred Stock
(or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion
of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified
Equity Interests or Preferred Stock described in Section 7.03(a) through (dd) above, the Parent Borrower, in its sole discretion,
will classify and may subsequently reclassify such item of Indebtedness, Disqualified Equity Interests or Preferred Stock (or any
portion thereof) in any one or more of the types of Indebtedness, Disqualified Equity Interests or Preferred Stock described in
Section 7.03(a) through (dd) and will only be required to include the amount and type of such Indebtedness, Disqualified Equity
Interests or Preferred Stock in such of the above clauses as determined by the Parent Borrower at such time; provided that
(x) all Indebtedness under the Loan Documents will be deemed to have been incurred in reliance on the exception in clause (a) above,
(y) all Indebtedness under the First Lien Credit Agreement shall be deemed to have been incurred in reliance on the exception in
clause (k) above and (z) all Indebtedness under the Second Lien Notes Indenture shall be deemed to have been incurred in reliance
on the exception in clause (z) above. Subject to the preceding sentence, the Parent Borrower will be entitled to divide and classify
an item of Indebtedness in more than one of the types of Indebtedness described in Section 7.03(a) through (dd).


 


For purposes of determining
compliance with any Dollar-denominated restriction on the incurrence of Indebtedness or issuance of Disqualified Equity Interests
or Preferred Stock, the Dollar-equivalent principal amount of Indebtedness, Disqualified Equity Interests or Preferred Stock denominated
in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness
was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower Dollar equivalent), in
the case of revolving credit debt; provided that if such Indebtedness is incurred, or Disqualified Equity Interests or Preferred
Stock is issued, to extend, replace, refund, refinance, renew or defease other Indebtedness, Disqualified Equity Interests or Preferred
Stock, as applicable, denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance
would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in
effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction
shall be deemed not to have been exceeded so long as the principal amount or liquidation preference, as applicable, of such refinancing
Indebtedness, Disqualified Equity Interests or Preferred Stock does not exceed the principal amount or liquidation preference,
as applicable, of such Indebtedness, Disqualified Equity Interests or Preferred Stock, as applicable, being extended, replaced,
refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums (including tender
premiums) and other costs and expenses (including OID, upfront fees or similar fees) incurred in connection with such refinancing.


 


The accrual of interest
or dividends, the accretion of accreted value, the accretion or amortization of OID, and the payment of interest or dividends in
the form of additional Indebtedness, Disqualified Equity Interests or Preferred Stock, as the case may be, of the same class, accretion
or amortization of OID or liquidation preference and increases in the amount of Indebtedness, Disqualified Equity Interests or
Preferred Stock outstanding solely as a result of fluctuations in the exchange rate of currencies, will, in each case, not be deemed
to be an incurrence of Indebtedness or an issuance of Disqualified Equity Interests or Preferred Stock for purposes of this Section
7.03. The principal amount of any Indebtedness incurred or Disqualified Equity Interests issued to refinance other Indebtedness,
if incurred in a different currency from the Indebtedness or Disqualified Equity Interests, as applicable, being refinanced, shall
be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness or Disqualified
Equity Interests in denominated that is in effect on the date of such refinancing. The principal amount of any non-interest bearing
Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would
be shown on the consolidated balance sheet of the Parent Borrower dated such date prepared in accordance with GAAP.


 




    	 	-133-	 



     


    

 


Notwithstanding anything
to the contrary in this Agreement, (x) no investments made by any Loan Party in any Non-Loan Party in the form of intercompany
loans shall be evidenced by a promissory note unless such promissory note, to the extent required to be pledged thereunder, is
pledged to the Administrative Agent in accordance with the terms of the Security Agreement and (y) any investments in the form
of intercompany loans constituting indebtedness of any Loan Party owed to any Non-Loan Party shall be unsecured and subordinated
to the Obligations on terms consistent with the subordination provisions of the Intercompany Note in each case, other than indebtedness
owed by, or to, a Broker-Dealer Regulated Subsidiary.


 


Section
7.04         Fundamental Changes.


 


Merge, dissolve, liquidate,
consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (other than as part of the Transactions),
except that:


 


(a)          any
Restricted Subsidiary may merge, amalgamate or consolidate with (i) a Borrower (including a merger, the purpose of which is to
reorganize such Borrower into a new jurisdiction in the United States, any state thereof or the District of Columbia); provided
that such Borrower shall be the continuing or surviving Person or (ii) one or more other Restricted Subsidiaries; provided
that when any Restricted Subsidiary that is a Loan Party is merging, amalgamating or consolidating with a Restricted Subsidiary,
a Loan Party shall be the continuing or surviving Person unless the Investment made in connection with such Restricted Subsidiary
that is a Loan Party merging, amalgamating or consolidating with a Non-Loan Party shall otherwise be a Restricted Payment permitted
by Section 7.06 (other than Section 7.06(s)) or a Permitted Investment;


 


(b)          any
Restricted Subsidiary may liquidate or dissolve or change its legal form if the Administrative Borrower determines in good faith
that such action is in the best interests of the Borrowers and the Restricted Subsidiaries and is not materially disadvantageous
to the Lenders (it being understood that in the case of any change in legal form, a Subsidiary that is a Guarantor will remain
a Guarantor unless such Guarantor is otherwise permitted to cease being a Guarantor hereunder);


 


(c)          any
Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to a Borrower
or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the
transferee must be a Loan Party or (ii) to the extent constituting an Investment, such Investment must be a Restricted Payment
permitted by Section 7.06 (other than Section 7.06(s)) or a Permitted Investment;


 


(d)          so
long as no Event of Default has occurred and is continuing or would result therefrom, the Parent Borrower may merge, dissolve,
liquidate or consolidate with any other Person; provided that (i) the Parent Borrower shall be the continuing or surviving
corporation or (ii) if the Person formed by or surviving any such merger or consolidation is not the Parent Borrower or is a Person
into which the Parent Borrower has been liquidated or dissolved (any such Person, the “Successor Parent Borrower”),
(A) the Successor Parent Borrower shall be an entity organized or existing under the Laws of the United States, any state thereof
or the District of Columbia, (B) the Successor Parent Borrower shall expressly assume all the obligations of the Parent Borrower
under this Agreement and the other Loan Documents to which the Parent Borrower is a party pursuant to a supplement hereto or thereto
in form reasonably satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger, dissolution,
liquidation or consolidation, shall have confirmed that its Guarantee shall apply to the Successor Parent Borrower’s obligations
under the Loan Documents, (D) each Guarantor, unless it is the other party to such merger, dissolution, liquidation or consolidation,
shall have reaffirmed that its obligations under the Security Agreement and other applicable Collateral Documents shall apply to
the Successor Parent Borrower's obligations under the Loan Documents, (E) [reserved], and (F) the Administrative Borrower shall
have delivered to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement
to this Agreement or any Collateral Document comply with this Agreement and customary legal opinions consistent with those delivered
on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in Law, change
in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent; provided, further,
that if the foregoing are satisfied, the Successor Parent Borrower will succeed to, and be substituted for, the Parent Borrower
under this Agreement;


 




    	 	-134-	 



     


    

 


(e)          [reserved];


 


(f)          so
long as no Event of Default has occurred and is continuing or would result therefrom (solely in the case of a merger, amalgamation
or consolidation involving a Loan Party), any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person
in order to effect an Investment permitted pursuant to Section 7.06 (other than Section 7.06(s)) or a Permitted Investment;
provided that the continuing or surviving Person shall be a Restricted Subsidiary, which together with each other Restricted
Subsidiary, shall have complied with the requirements of Section 6.11;


 


(g)         the
Loan Parties and their Subsidiaries may consummate the Merger and the related transactions contemplated by the Merger Agreement
(and documents related thereto) and any Permitted Reorganization; and


 


(h)          so
long as no Event of Default has occurred and is continuing or would result therefrom, a merger, consolidation, amalgamation, dissolution,
liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05
(other than Section 7.05(e)) may be consummated.


 


Notwithstanding the
above, in the case of any merger, amalgamation or consolidation where the continuing or surviving Person is a Loan Party or any
liquidation into a Loan Party, in each case, in accordance with this Section 7.04, any security interests granted to the Administrative
Agent for the benefit of the Secured Parties in the Collateral pursuant to the Collateral Documents shall remain in full force
and effect and perfected (to at least the same extent as in effect immediately prior to such merger, consolidation, dissolution
or liquidation) and all actions required to maintain said perfected status have been or will promptly be taken, in each case, as
required by Sections 6.11 and 6.13.


 


Section
7.05         Dispositions.


 


Make any Disposition,
except:


 


(a)          (x)
Dispositions of obsolete, damaged, worn out, used or surplus property, whether now owned or hereafter acquired, in the ordinary
course of business, (y) Dispositions of property no longer used or useful in the conduct of the business of the Parent Borrower
or any Restricted Subsidiary and (z) Dispositions to landlords of improvements made to leased real property pursuant to customary
terms of leases entered into in the ordinary course of business;


 


(b)          Dispositions
of (i) inventory, goods held for sale in the ordinary course of business and (ii) immaterial assets (including allowing any registrations
or any applications for registration of any intellectual property to lapse or go abandoned) in the ordinary course of business,
including but not limited to Dispositions of medical devices or other medical products pursuant to a voluntary or mandatory recall
thereof or of assets in connection with the consolidation of billing centers;


 


(c)          Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;


 




    	 	-135-	 



     


    

 


(d)          Dispositions
of property to the Parent Borrower or any Restricted Subsidiary; provided that if the transferor of such property is a Loan
Party (i) the transferee thereof must be a Loan Party, (ii) such Disposition is for cash and shall be for no less than the fair
market value of such property at the time of such Disposition (or any promissory note or other non-cash consideration received
in respect thereof must be a Restricted Payment permitted by Section 7.06 (other than Section 7.06(s))) or a Permitted Investment
or (iii) if such transaction constitutes an Investment, such Investment must be a Restricted Payment permitted by Section 7.06
(other than Section 7.06(s)) or a Permitted Investment;


 


(e)          Dispositions
that otherwise constitute a Permitted Investment, are permitted by Section 7.04 (other than Section 7.04(h)) or otherwise constitute
a Restricted Payment permitted by Section 7.06 (other than Section 7.06(s)) and Liens permitted by Section 7.01 (other than Section
7.01(l)(ii));


 


(f)          Dispositions
of property pursuant to sale-leaseback transactions;


 


(g)          Dispositions
of cash and Cash Equivalents;


 


(h)          (i)
leases, subleases, licenses or sublicenses (including agreements under which the Parent Borrower or any Restricted Subsidiary has
granted rights to end users to access and use the Parent Borrower’s or any Restricted Subsidiary’s products, technologies
or services), in each case in the ordinary course of business and which do not materially interfere with the business of the Parent
Borrower and the Restricted Subsidiaries, taken as a whole, and (ii) the abandonment of intellectual property rights (A) in the
ordinary course of business or which in the reasonable good faith determination of the Administrative Borrower are not material
to the conduct of the business of the Parent Borrower and the Restricted Subsidiaries taken as a whole or (B) that are no longer
economically practicable or commercially reasonable to maintain;


 


(i)          transfers
of property subject to Casualty Events;


 


(j)          Dispositions
of property; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a legally
binding commitment entered into at a time when no Default has occurred and is continuing), no Event of Default shall have occurred
and be continuing or would result from such Disposition and (ii) with respect to any Disposition pursuant to this clause (j) for
a purchase price in excess of $8,500,000, the Parent Borrower or any Restricted Subsidiary shall receive not less than 75% of such
consideration in the form of cash or Cash Equivalents (free and clear of all Liens at the time received (other than nonconsensual
Liens permitted by Section 7.01 and Liens permitted by Section 7.01(a), clause (iii) of Section 7.01(k), Section 7.01(m),
clauses (i) and (ii) of Section 7.01(r), Section 7.01(v), Section 7.01(bb), Section 7.01(cc), Section 7.01(dd), Section 7.01(gg),
Section 7.01(ii), Section 7.01(jj) and Section 7.01(ll) and in each case, any permitted modifications, replacements, renewals or
extensions of such Liens pursuant to Section 7.01(aa))); provided, however, that for the purposes of this clause
(j)(ii), the following shall be deemed to be cash: (A) any liabilities (as shown on the Parent Borrower’ most recent balance
sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or such Restricted Subsidiary, other than liabilities
that are by their terms subordinated to the payment in cash of the Obligations, that (i) are assumed by the transferee with respect
to the applicable Disposition or (ii) are otherwise cancelled or terminated in connection with the transaction with such transferee
(other than intercompany debt owed to the Parent Borrower or any of its Restricted Subsidiaries) and, in the case of clause (i),
for which each Parent Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors
in writing, (B) any securities, notes or other obligations or assets received by the Parent Borrower or the applicable Restricted
Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents
(to the extent of the cash or Cash Equivalents received) in connection with the applicable Disposition, (C) Indebtedness of any
Restricted Subsidiary that ceases to be a Restricted Subsidiary as a result of such Disposition (other than intercompany debt owed
to the Parent Borrower or any of its Restricted Subsidiaries), to the extent that the Parent Borrower and each of its Restricted
Subsidiaries are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Disposition
and (D) aggregate non-cash consideration received by the Parent Borrower or the applicable Restricted Subsidiary having an aggregate
fair market value, taken together with all other non-cash consideration received pursuant to this clause (D) (determined as of
the closing of the applicable Disposition for which such non-cash consideration is received) not to exceed the greater of $73,500,000
and 35.0% of Trailing Four Quarter Consolidated EBITDA as determined at the time of such applicable Dispositions (net of any such
non-cash consideration subsequently converted into cash and Cash Equivalents);


 




    	 	-136-	 



     


    

 


(k)          to
the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like property (excluding
any boot thereon permitted by such provision) for use in any business conducted by the Parent Borrower or any of the Restricted
Subsidiaries that is not in contravention of Section 7.07;


 


(l)           Dispositions
or discounts, without recourse of accounts receivable or notes receivable in connection with the collection or compromise thereof
in the ordinary course of business or the conversion of accounts receivable to notes receivable in the ordinary course of business;


 


(m)         Dispositions
of Term Loan Priority Collateral not otherwise permitted by this Section 7.05 to the extent the net proceeds thereof are applied
to repay or cash collateralize the First Lien Obligations;


 


(n)          any
swap of assets in exchange for services or other assets in the ordinary course of business of comparable or greater value or usefulness
to the business of the Parent Borrower and the Subsidiaries as a whole, as determined in good faith by the Administrative Borrower;


 


(o)          any
sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;


 


(p)          Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint
venture parties set forth in joint venture arrangements and similar binding arrangements;


 


(q)          the
unwinding of any Swap Contract or any Cash Management Services permitted under Section 7.03(l);


 


(r)          the
lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any immaterial
IP Rights;


 


(s)          [reserved];


 


(t)           Dispositions
by any Loan Party of any wholly-owned Restricted Subsidiary of the type described in clauses (d) and (e) of the definition of Excluded
Subsidiary to the extent consisting of contributions or other Dispositions of Equity Interests in other wholly-owned Restricted
Subsidiaries of the type described in clauses (d) and (e) of the definition of Excluded Subsidiary to such wholly-owned Restricted
Subsidiary;


 


(u)          Dispositions
(i) of non-core assets acquired in connection with Permitted Acquisitions or any other acquisition or Investment permitted under
this Agreement; provided that the aggregate amount of such sales shall not exceed 25% of the fair market value of the acquired
entity or business, (ii) made to satisfy the Parent Borrower’s or any Restricted Subsidiary’s obligations under any
non-compete agreement or (ii) made to obtain the approval of any anti-trust authority;


 


(v)          Dispositions
set forth on Schedule 7.05;


 


(w)          any
issuance of Equity Interests in any Restricted Subsidiary to any officer, director, consultant, advisor, service provider or employee
of the Borrowers or any Restricted Subsidiary in respect of services provided to the Borrowers or a Restricted Subsidiary in the
ordinary course of business approved by the Board of Directors of the Borrower;


 




    	 	-137-	 



     


    

 


(x)          cancellation
of Indebtedness owing to the Parent Borrower or any Restricted Subsidiary from members of management of the Parent Borrower, any
of the Parent Borrower’s direct or indirect parent companies or any of the Parent Borrower’s Restricted Subsidiaries
in connection with the repurchase or redemption of Equity Interests of any of the Parent Borrower’s direct or indirect parent
companies;


 


(y)          Dispositions
of assets not constituting Collateral;


 


(z)          any
Borrower and any Restricted Subsidiary may (i) terminate or otherwise collapse its cost-sharing agreements with any Borrower or
any Subsidiary and settle any crossing payments in connection therewith or (ii) surrender, terminate or waive contractual rights
and settle or waive contractual or litigation claims; and


 


(aa)        Dispositions
in an amount not to exceed the greater of $5,250,000 and 2.5% of Trailing Four Quarter Consolidated EBITDA in the aggregate in
any fiscal year;


 


provided that any Disposition of
any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(a), (d), (e), (h), (i), (l), (p), (q), (r), (s),
(v), (w), (x), (z) and (aa) and except for (x) Dispositions from the Parent Borrower or a Guarantor to the Parent Borrower or a
Guarantor or (y) Dispositions from any wholly-owned Non-Loan Party to any other wholly-owned Non-Loan Party) shall be for no less
than the fair market value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly
permitted by this Section 7.05 to any Person other than the Parent Borrower or any of its Restricted Subsidiaries, such Collateral
shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the
certification by the Administrative Borrower that such Disposition is not prohibited by this Agreement, the Administrative Agent
shall be authorized to take any actions deemed appropriate in order to effect the foregoing.


 


Section
7.06         Restricted Payments.


 


Directly or indirectly,
(w) declare or pay any dividend or make any payment or distribution on account of the Parent Borrower’s or any of its Restricted
Subsidiaries’ Equity Interests (in each case, solely in such Person’s capacity as holder of such Equity Interests),
including any dividend, payment or distribution payable in connection with any merger, amalgamation or consolidation other than
(A) dividends or distributions by the Parent Borrower payable solely in Equity Interests (other than Disqualified Equity Interests)
of the Parent Borrower or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend, payment
or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a wholly-owned
Subsidiary, the Parent Borrower or a Restricted Subsidiary receives at least its pro rata share of such dividend, payment or distribution
in accordance with its Equity Interests in such class or series of securities, (x) purchase, redeem, defease or otherwise acquire
or retire for value any Equity Interests of the Parent Borrower, including in connection with any merger, amalgamation or consolidation,
in each case held by Persons other than the Parent Borrower or a Restricted Subsidiary, (y) make any principal payment on, or redeem,
repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment
or maturity, any Junior Financing, other than such Indebtedness permitted under Sections 7.03(d) and (z) make any Restricted Investment
(all such payments and other actions set forth in clauses (w) through (z) above being collectively referred to as “Restricted
Payments”), except:


 


(a)          so
long as the Payment Conditions are satisfied immediately after giving effect to such Restricted Payment on a Pro Forma Basis, the
Parent Borrower and its Subsidiaries may make unlimited Restricted Payments;


 


(b)          the
payment of any dividend or other distribution or the consummation of any irrevocable redemption within 60 days after the date of
declaration of the dividend or other distribution or giving of the redemption notice, as the case may be, if at the date of declaration
or notice, the dividend or other distribution or redemption payment would have complied with this Agreement;


 




    	 	-138-	 



     


    

 


(c)          (i)
the redemption, repurchase, retirement or other acquisition of any Equity Interests, including any accrued and unpaid dividends
thereon (“Treasury Capital Stock”), or any Junior Financing of the Parent Borrower or any of its Restricted
Subsidiaries, in exchange for, or out of the proceeds of, the substantially concurrent sale or issuance (other than to a Restricted
Subsidiary) of, Equity Interests of the Parent Borrower to the extent contributed to the Parent Borrower (in each case, other than
any Disqualified Equity Interests) (“Refunding Capital Stock”), (ii) the declaration and payment of dividends
on Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to a Restricted Subsidiary
of the Parent Borrower or to an employee stock ownership plan or any trust established by the Parent Borrower or any of its Restricted
Subsidiaries) of Refunding Capital Stock, and (iii) if, immediately prior to the retirement of Treasury Capital Stock, the declaration
and payment of dividends thereon was permitted under Section 7.06(a), the declaration and payment of dividends on the Refunding
Capital Stock in an aggregate amount per year no greater than the aggregate amount of dividends per annum that were declarable
and payable on such Treasury Capital Stock immediately prior to such retirement under Section 7.06(a);


 


(d)          the
principal payment on, defeasance, redemption, repurchase, exchange or other acquisition or retirement of (i) Junior Financing of
the Parent Borrower or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness
of the Parent Borrower or a Guarantor or Disqualified Equity Interests of the Parent Borrower or a Guarantor, (ii) Disqualified
Equity Interests of the Parent Borrower or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent
sale of, Disqualified Equity Interests or Subordinated Indebtedness of the Parent Borrower or a Guarantor, (iii) Disqualified Equity
Interests of a Restricted Subsidiary that is not a Guarantor made by exchange for, or out of the proceeds of the substantially
concurrent sale of, Disqualified Equity Interests of a Restricted Subsidiary that is not a Guarantor that, in each case of clauses
(i) through (iii), is Refinancing Indebtedness incurred or issued, as applicable, in compliance with Section 7.03 and (iv) any
Junior Financing or Disqualified Equity Interests which constitutes Acquired Indebtedness (to the extent such Acquired Indebtedness
was not incurred in contemplation of such principal payment on, defeasance, redemption, repurchase, exchange or other acquisition
or retirement);


 


(e)          a
Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other
than Disqualified Equity Interests) of the Parent Borrower or any direct or indirect parent company of the Parent Borrower held
by any future, present or former employee, director, officer, member of management, independent contractor, advisor, service provider
or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower, any of
its Subsidiaries or any of its direct or indirect parent companies upon the death, disability, retirement or termination of employment
of any such Person or pursuant to any shareholder, employee, manager or director equity plan or stock option plan or any other
management or employee benefit plan or agreement, or any equity subscription or co-investor or shareholder agreement (including,
for the avoidance of doubt, to pay any principal and interest payable on any notes issued by the Parent Borrower or any direct
or indirect parent company of the Parent Borrower in connection with any such repurchase, retirement or other acquisition) including
any arrangement including Equity Interests rolled over by management of the Parent Borrower in connection with the Transactions;
provided, that the aggregate amount of Restricted Payments made under this Section 7.06(e) does not exceed $15,000,000 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 $30,000,000 in any calendar year; provided, further, that such
amount in any calendar year may be increased by an amount not to exceed:


 


(i)          the
cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower and, to the extent
contributed to the Parent Borrower, the cash proceeds from the sale of Equity Interests of any direct or indirect parent company
of the Parent Borrower, in each case to any future, present or former employees, directors, officers, members of management, independent
contractors, advisors, service providers or consultants (or their respective Controlled Investment Affiliates or Immediate Family
Members) of the Parent Borrower, any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the
Closing Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been designated an Excluded
Contribution; plus


 




    	 	-139-	 



     


    

 


(ii)         the
cash proceeds of key man life insurance policies received by the Parent Borrower or any of its Restricted Subsidiaries (or by any
direct or indirect parent company to the extent contributed to the Parent Borrower) after the Closing Date; less


 


(iii)        the
amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this Section 7.06(e);


 


(f)          the
declaration and payment of scheduled cash dividends or scheduled cash distributions to holders of any class or series of Disqualified
Equity Interests of the Parent Borrower or any of its Restricted Subsidiaries or any class or series of Preferred Stock of any
Restricted Subsidiary issued in accordance with Section 7.03(g) or (s), in each case to the extent such dividends are included
in the definition of “Consolidated Fixed Charges”;


 


(g)          [reserved];


 


(h)          payments
made or expected to be made by the Parent Borrower or any of its Restricted Subsidiaries in respect of withholding or similar taxes
payable by or with respect to any future, present or former employee, director, officer, member of management, independent contractor,
advisor, service provider or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the
Parent Borrower or any of its Restricted Subsidiaries and any repurchases of Equity Interests deemed to occur upon, in each case,
exercise, vesting, or settlement, as applicable, of stock options, warrants or similar rights if such Equity Interests represent
a portion of the exercise price of such options, warrants or similar rights or required withholding or similar taxes;


 


(i)           Restricted
Payments in an aggregate amount per annum not to exceed an amount equal to 4.00% of Market Capitalization;


 


(j)          Restricted
Payments that are made with Excluded Contributions;


 


(k)          Restricted
Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (k) (in the case
of Restricted Investments, at the time outstanding) not to exceed the greater of (I) $65,000,000 and (II) 30.0% of Trailing Four
Quarter Consolidated EBITDA (in the case of Restricted Investments made pursuant to this clause (x), the amount of such Restricted
Investment being measured at the time such Restricted Investment is made and without giving effect to subsequent changes in value,
but subject to adjustment as set forth in the definition of Investment);


 


(l)          [reserved];


 


(m)         any
cash payments made after the Closing Date in respect of performance-based or time-vested restricted stock units (in each case that
are existing and either vested or unvested) as of the Closing Date in an aggregate amount of up to $15,000,000;


 


(n)          solely
to the extent funded with Declined Proceeds (as defined in the First Lien Credit Agreement as in effect on the date hereof), the
repurchase, redemption or other acquisition or retirement for value of any Junior Financing;


 


(o)          [reserved];


 




    	 	-140-	 



     


    

 


(p)          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 Merger Agreement, any Permitted Acquisition or other permitted Investments, (iii) in
order to satisfy indemnity and other similar obligations under the Merger Agreement, any Permitted Acquisition or other permitted
Investments and (iv) to holders of Equity Interests of the Parent Borrower (immediately prior to giving effect to the Transactions)
in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether
actual, contingent or potential) with respect thereto, in each case, with respect to the Transactions, and Restricted Payments
consisting of a Permitted Reorganization;


 


(q)          cash
payments or loans, advances, dividends or distributions to any direct or indirect shareholder of the Parent Borrower to make payments
in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into
or exchangeable for Equity Interests of the Parent Borrower or any of its Restricted Subsidiaries or any direct or indirect parent
company of the Parent Borrower;


 


(r)          [reserved];


 


(s)          to
the extent constituting Restricted Payments, the Parent Borrower and the Restricted Subsidiaries may enter into and consummate
transactions expressly permitted by any provision of Section 7.01, 7.03 (other than Section 7.03(d)), 7.04 (other than Section
7.04(a), 7.04(c)(ii) or (f)), 7.05 (other than Section 7.05(d)(ii) or (e)) or 7.08 (except transactions described in clauses (a),
(b), (f), (g), (j), (n), (q), (s), (w), (y) and (z) of such Section);


 


(t)           payments
and distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger
or transfer of all or substantially all of the assets of the Parent Borrower and the Restricted Subsidiaries taken as a whole that
complies with the terms of this Agreement or any other transaction that complies with the terms of this Agreement;


 


(u)          (i)
the payment of dividends, other distributions and other amounts by the Parent Borrower to, or the making of loans to, any direct
or indirect parent of the Parent Borrower in the amount required for such parent to, if applicable, pay amounts equal to amounts
required for any direct or indirect parent of the Parent Borrower, if applicable, to pay interest and/or principal (including AHYDO
“catch-up payments”) on Indebtedness the proceeds of which have been permanently contributed to the Parent Borrower
or any of its Restricted Subsidiaries and that has been guaranteed by, or is otherwise considered Indebtedness of, the Parent Borrower
or any of its Restricted Subsidiaries incurred in accordance with Section 7.03 (other than if such guarantee or Indebtedness constitutes
Junior Financing and such payment would be in violation of the applicable intercreditor and/or subordination agreement); provided that
the proceeds contributed to the Parent Borrower or such Restricted Subsidiary shall not increase amounts available for Restricted
Payments pursuant to Section 7.06(e) and shall not be designated an Excluded Contribution; provided further that
(x) the aggregate amount of such dividends, distributions or other amounts shall not exceed the amount of cash actually contributed
to the Parent Borrower for the incurrence of such Indebtedness and (y) any Restricted Payment made pursuant to this clause (xx)
the proceeds of which are used to make payments in respect of Indebtedness which payments would constitute an interest expense
determined in accordance with GAAP if such Indebtedness was Indebtedness of the Parent Borrower, shall be deemed to be an interest
expense of the Parent Borrower for all purposes of this Agreement; and (ii) the payment of dividends, other distributions and other
amounts by the Parent Borrower to, or the making of loans to, any direct or indirect parent of the Parent Borrower in the amount
required for such parent to, if applicable, make any AHYDO Payment on intercompany Indebtedness among parent companies of the Parent
Borrower; provided that such AHYDO Payment shall not be made prior to the end of the first accrual period ending after the
fifth anniversary of the issue date of such intercompany Indebtedness;


 


(v)         repurchases
of Equity Interests in the Parent Borrower or any Restricted Subsidiary of the Parent Borrower deemed to occur upon exercise of
stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;


 


(w)          [reserved];
and


 




    	 	-141-	 



     


    

 


(x)          Investments
in joint ventures, other similar agreements, partnerships, minority investments or Unrestricted Subsidiaries having an aggregate
fair market value taken together with all other Investments made pursuant to this clause (x) that are at the time outstanding,
without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash
or marketable securities (until such proceeds are converted to cash or Cash Equivalents), not to exceed the greater of (a) $42,00,000
and (b) 20.0% of Trailing Four Quarter Consolidated EBITDA at the time of such Investment (with the amount of each Investment being
measured at the time made and without giving effect to subsequent changes in value); provided that if any Investment made
pursuant to this clause (xxiii) in Equity Interests of a Person that subsequently becomes a Loan Party, such Investment shall thereafter
be deemed permitted under clause (1) of the definition of “Permitted Investment” (without giving effect to the proviso
thereto) and shall not be included as having been made pursuant to this clause (x);


 


provided, that at the time of, and
after giving effect to, any Restricted Payment permitted under clauses (f), (i), (k), and (u)(i), no Event of Default shall have
occurred and be continuing or would occur as a consequence thereof.


 


For purposes of designating
any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Parent Borrower and its Restricted
Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments or Permitted
Investments in an amount determined as set forth in the penultimate sentence of the definition of “Investments.” Such
designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, pursuant to this Section
7.06 or if an Investment in such amount would be permitted at such time pursuant to the definition of “Permitted Investments,”
and if such Subsidiary otherwise is permitted to be so designated pursuant to Section 6.14.


 


For the avoidance of
doubt, this Section 7.06 shall not restrict the making of any “AHYDO catch-up payment” with respect to, and required
by the terms of, any Indebtedness of the Parent Borrower or any Restricted Subsidiary permitted to be incurred under Section 7.03
hereof


 


For the avoidance of
doubt, the cancellation of Indebtedness owing to the Parent Borrower or any of its Restricted Subsidiaries from any future, present
or former employees, directors, officers, independent contractors, members of management or consultants of the Parent Borrower
(or their respective Controlled Investment Affiliates or Immediate Family Members), any direct or indirect parent company of the
Parent Borrower or any of the Parent Borrower’s Restricted Subsidiaries in connection with a repurchase or redemption of
Equity Interests of the Parent Borrower or any of its direct or indirect parent companies will not be deemed to constitute a Restricted
Payment for purposes of this Section 7.06 or any other provision of this Agreement.


 


For purposes of determining
compliance with this Section 7.06, in the event that a proposed Restricted Payment or Investment (or any portion thereof) at any
time, whether at the time of declaration or payment, purchase, redemption, defeasance or other acquisition or retirement, or at
the time of the making thereof, or subsequently at a later time, meets the criteria of more than one of the categories described
in Section 7.06(a) through (x) or is entitled to be made pursuant to one or more of the categories described in the definition
of Permitted Investment, the Administrative Borrower, in its sole discretion, will be entitled to classify and may subsequently
reclassify such item of (or any portion thereof) (based on circumstances existing on the date of such reclassification) among such
clauses in Section 7.06(a) through (x) and/or one or more of the categories contained in the definition of Permitted Investments,
and will only be required to include the amount and type of such Restricted Payment or Investment in such of the above clauses
as determined by the Administrative Borrower at such time.  The Administrative Borrower will be entitled to divide and classify
a Restricted Payment or Investment in more than one of the types described in Section 7.06(a) through (x) and/or one or more of
the categories contained in the definition of Permitted Investments.


 


Section
7.07         Change in Nature of Business.


 


Engage in any material
line of business substantially different from those lines of business conducted by the Parent Borrower and the Restricted Subsidiaries
on the Closing Date or any business or any other activities reasonably related, complementary, synergistic, similar, incidental
or ancillary thereto (including related, complementary, synergistic, similar, incidental or ancillary technologies) or reasonable
extensions, developments or expansions thereof.


 




    	 	-142-	 



     


    

 


Section
7.08         Transactions with Affiliates.


 


Enter into any transaction
of any kind with any Affiliate of the Parent Borrower, whether or not in the ordinary course of business, involving aggregate payments
or consideration, in any transaction or series of related transactions, in excess of $8,500,000, other than:


 


(a)          transactions
among the Parent Borrower or the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such
transaction;


 


(b)          transactions
on terms (taken as a whole) substantially as favorable to the Parent Borrower or such Restricted Subsidiary as would be obtainable
by the Parent Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other
than an Affiliate;


 


(c)          the
Transactions and the payment of fees and expenses (including the Transaction Expenses) related to the Transactions and transactions
constituting any Permitted Reorganization;


 


(d)          the
issuance of Equity Interests or equity-based awards to any officer, director, employee, independent contractor, advisor, service
provider or consultant of the Parent Borrower or any Subsidiary or any direct or indirect parent of the Parent Borrower, including,
without limitation, in connection with the Transactions;


 


(e)          the
payment of management, monitoring, oversight, consulting, advisory and similar fees pursuant to a Sponsor Management Agreement
or other arrangement with Walgreens Co., the Sponsor or management companies associated with the Sponsor or their advisors in a
maximum amount for all such agreements and arrangements not to exceed 2.00% of Trailing Four Quarter Consolidated EBITDA of the
Parent Borrower in any fiscal year, and transaction fees to the foregoing Persons not to exceed in the aggregate 1.00% of the applicable
gross transaction value and indemnities and other expenses pursuant to a Sponsor Management Agreement or other arrangement with
the foregoing Persons (including any transaction fee payable in connection with the Transactions), plus any unpaid management,
monitoring, transaction fees, indemnities and expenses accrued in any prior year to the extent such fee or expense is otherwise
permitted to be paid pursuant to this clause (e) in such prior year;


 


(f)           Restricted
Payments permitted under Section 7.06, Permitted Investments and Permitted Acquisitions (other than by reference to this Section
7.08 or any clause in this Section 7.08);


 


(g)          transactions
by the Parent Borrower and any Restricted Subsidiary permitted under an express provision (including any exceptions thereto) of
this Article VII (other than by reference to this Section 7.08 or any clause in this Section 7.08);


 


(h)          (i) employment, consulting and severance arrangements between the Parent Borrower and the Restricted Subsidiaries (or any direct
or indirect parent of the Parent Borrower) and their respective future, present or former officers, employees, independent contractors,
advisor, service provider and/or consultants (or their respective Controlled Investment Affiliates or Immediate Family Members),
in each case, in the ordinary course of business and (ii) transactions pursuant to any shareholder, employee or director equity
plan or stock option plan or any other management or employee benefit plan or agreement, or any equity subscription, co-invest
agreement or shareholder agreement, including any arrangement including Equity Interests rolled over or otherwise re-invested by
management of the Parent Borrower or Omega Parent in connection with the Transactions;


 




    	 	-143-	 



     


    

 


(i)           the
payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of or for the benefit of any
future, present or former directors, officers, member of management, independent contractors, employees, advisors, service providers
and consultants (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Parent Borrower and its
Restricted Subsidiaries (or any direct or indirect parent of the Parent Borrower), in each case, in the ordinary course of business
to the extent attributable to the ownership or operation of the Parent Borrower and its Restricted Subsidiaries;


 


(j)           transactions
pursuant to agreements, instruments or arrangements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment
thereto or replacement thereof to the extent such an amendment or replacement is not adverse to the Lenders in any material respect
as compared to the applicable agreement, instrument or arrangement in effect on the Closing Date;


 


(k)          payments
by the Parent Borrower and any of its Restricted Subsidiaries to the Sponsor made for any financial advisory, financing, underwriting
or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures),
which payments are approved by the majority of the members of the Board of Directors of the Parent Borrower or a majority of the
disinterested members of such Board of Directors in good faith;


 


(l)           payments
by the Parent Borrower or any of its Subsidiaries pursuant to any tax sharing agreements with the Parent Borrower to the extent
attributable to the ownership or operation of the Parent Borrower and its Subsidiaries, but only to the extent permitted by Section 7.06;


 


(m)         the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower to any Permitted Holder
or to any former, current or future director, manager, officer, employee, independent contractor, advisor, service provider or
consultant (or any Immediate Family Members or Affiliates of any of the foregoing) of the Parent Borrower, any of its Subsidiaries
or any direct or indirect parent thereof;


 


(n)          transactions
with customers, clients, joint venture partners, independent contractors, suppliers or purchasers or sellers of goods or services,
in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the
Parent Borrower or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management
of the Administrative Borrower, or are on terms at least as favorable (as determined by the Administrative Borrower) as might reasonably
have been obtained at such time from an unaffiliated party;


 


(o)          transactions
pursuant to that certain Letter Agreement re: Administrative Services, dated as of March 11, 2019, between HC Group Holdings I,
LLC and Option Care Enterprises, Inc., or any amendment thereto or replacement thereof to the extent such an amendment or replacement
is not adverse to the Lenders in any material respect as compared to the letter agreement in effect on the Closing Date;


 


(p)          the
payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to stockholders
of the Parent Borrower or any direct or indirect parent thereof pursuant to the stockholders agreement or the registration rights
agreement entered into on or after the Closing Date in connection therewith or similar equity holder’s agreements or limited
liability company agreements;


 


(q)          transactions
in which the Parent Borrower or any of the Restricted Subsidiaries, as the case may be, deliver to the Administrative Agent a letter
from an Independent Financial Advisor stating that such transaction is fair to the Parent Borrower or such Restricted Subsidiary
from a financial point of view or meets the requirements of clause (b) of this Section 7.08;


 


(r)           the
licensing of trademarks, copyrights or other IP Rights in the ordinary course of business and the non-exclusive licensing (or sublicensing)
of trademarks, copyrights, or other IP Rights;


 


(s)          the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of the Parent Borrower or any of its Subsidiaries
or any direct or indirect parent thereof or any contribution to the capital of the Parent Borrower or any of its Restricted Subsidiaries
to the extent otherwise permitted by this Agreement and to the extent such issuance or transfer would not give rise to a Change
of Control;


 




    	 	-144-	 



     


    

 


(t)           (i)
investments by the Permitted Holders in securities of the Parent Borrower or any of the Restricted Subsidiaries (and payment of
reasonable out-of-pocket expenses incurred by the Permitted Holders in connection therewith) so long as (A) the investment is being
offered generally to other non-affiliated investors on the same or more favorable terms and (B) the investment constitutes less
than 10% of the proposed or outstanding issue amount of such class of securities (provided that any investments in debt
securities by any Debt Fund Affiliates shall not be subject to the limitation in this clause (B)), and (ii) payments to the Permitted
Holders in respect of securities or loans of the Parent Borrower or any of its Restricted Subsidiaries contemplated in the foregoing
subclause (i) or that were acquired from Persons other than the Parent Borrower and its Restricted Subsidiaries, in each case,
in accordance with the terms of such securities or loans;


 


(u)          subleases
of leased real property by and between the Parent Borrower or any Restricted Subsidiary and Walgreens Co. and any of its Subsidiaries;


 


(v)          transactions
among the Parent Borrower and the Restricted Subsidiaries, undertaken in good faith (as certified by a responsible financial or
accounting officer of the Administrative Borrower in an officer’s certificate) for the purposes of improving the consolidated
tax efficiency of the Parent Borrower and its Subsidiaries and not for the purpose of circumventing any provision of this Agreement
so long as (x) no Event of Default has occurred and is continuing or would result from such transactions and (y) the Administrative
Borrower provides to the Administrative Agent evidence reasonably acceptable to the Administrative Agent that the granting, perfection,
validity and priority of the security interest of the Secured Parties in the Collateral (prior to giving effect to the transactions),
taken as a whole, is not impaired in any material respect by such transactions and all actions required to maintain said perfected
status have been or will promptly be taken;


 


(w)         payments
to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments
by the Parent Borrower and the Restricted Subsidiaries in such joint venture) in the ordinary course of business or consistent
with past practice or industry practice (including, without limitation, any cash management activities related thereto) to the
extent otherwise constituting a Permitted Investment or Restricted Payment permitted under Section 7.06;


 


(x)          [reserved];


 


(y)          transactions
between the Parent Borrower or any of its Restricted Subsidiaries and any Person, a director of which is also a director of the
Parent Borrower or any direct or indirect parent of the Parent Borrower; provided, however, that such director abstains
from voting as a director of the Parent Borrower or such direct or indirect parent, as the case may be, on any matter involving
such other Person;


 


(z)          payments
or loans (or cancellations of loan repayment obligations) to future, present and former independent contractors, employees, advisors,
service providers or consultants of the Parent Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary
that are approved by the Board of Directors of senior management of the Parent Borrower in good faith and that are otherwise permitted
by this Agreement; and


 


(aa)        Affiliate
repurchases First Lien Obligations and Second Lien Obligations and obligations in respect of any Junior Financing, in each case,
the holding of such loans or commitments and the payments and other transactions contemplated herein in respect thereof.


 




    	 	-145-	 



     


    

 


Section
7.09         Burdensome Agreements.


 


Enter into or permit
to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of:


 


(a)          any
Non-Loan Party to make Restricted Payments to any Loan Party, or


 


(b)          any
Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties
with respect to the Obligations or under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply
to Contractual Obligations which:


 


(i)          (x)
exist on the Closing Date and (to the extent not otherwise permitted by this Section 7.09) are listed in Schedule 7.09 and
(y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set
forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness
so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation;


 


(ii)        are
binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such
Contractual Obligations were not entered into in anticipation of such Person becoming a Restricted Subsidiary;


 


(iii)       comprise
restrictions pursuant to Indebtedness of a Non-Loan Party which is permitted by Section 7.03 and which does not apply to any
Loan Party;


 


(iv)       are
customary restrictions that arise in connection with (x) any Lien permitted by Sections 7.01(k), (l), (p), (q), (r)(i), (r)(ii),
(s) and (ee) and relate to the property subject to such Lien or (y) any Disposition permitted by Section 7.04 or 7.05 and
relate solely to the assets or Person subject to such Disposition;


 


(v)        are
customary provisions in joint venture agreements and other similar agreements applicable to joint ventures constituting Permitted
Investments or otherwise permitted under Section 7.06 and applicable solely to such joint venture;


 


(vi)       are
negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely
to the extent any negative pledge relates to the property financed by such Indebtedness and the proceeds and products thereof;


 


(vii)      are
customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions
relate to the property interest, rights or the assets subject thereto;


 


(viii)     comprise
restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(a), (e) (other than
Disqualified Equity Interests or Preferred Stock), (g) (other than Disqualified Equity Interests or Preferred Stock) and (n) to
the extent that such restrictions apply only to the property or assets securing such Indebtedness;


 


(ix)        are
customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Parent Borrower or
any of its Restricted Subsidiaries;


 


(x)         are
customary provisions restricting assignment of any agreement; provided  that if such agreement is not entered into
in the ordinary course of business, the granting, perfection, validity and priority of the security interests of the Secured Parties
is not impaired in any material respect by such restriction;


 


(xi)        are
restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of
business;


 


(xii)       arise
in connection with cash or other deposits permitted under Section 7.01 or the definition of Permitted Investments, and limited
to such cash or deposits;


 




    	 	-146-	 



     


    

 


(xiii)      comprise
restrictions imposed by any agreement governing Indebtedness entered into on or after the Closing Date and permitted under Section 7.03
that are, taken as a whole, in the good faith judgment of the Administrative Borrower, no more restrictive with respect to the
Parent Borrower or any Restricted Subsidiary than customary market terms for Indebtedness of such type (and, in any event, are
no more restrictive than the restrictions contained in this Agreement), so long as the Administrative Borrower shall have determined
in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder;


 


(xiv)     [reserved];


 


(xv)      are
restrictions contained in (x) the Second Lien Financing Documents and documents otherwise governing Indebtedness permitted pursuant
to Section 7.03(cc), (y) the First Lien Financing Documents and documents otherwise governing Indebtedness permitted pursuant
to Section 7.03(k) or (z) any ABL Financing Document;


 


(xvi)     are
restrictions regarding licensing or sublicensing by Parent Borrower and its Restricted Subsidiaries of intellectual property in
the ordinary course of business; and


 


(xvii)    are
restrictions on cash earnest money deposits in favor of sellers in connection with acquisitions not prohibited hereunder.


 


Section
7.10         [Reserved].


 


Section
7.11         Financial Covenant. 


 


During each Compliance
Period, the Parent Borrower shall not permit (i) the Consolidated Fixed Charge Coverage Ratio for the last Test Period ended prior
to the beginning of such Compliance Period for which financial statements have been delivered or were required to be delivered
to the Administrative Agent pursuant to Section 6.01(a) or Section 6.01(b) to be less than 1.00:1.00 as of the last day of such
Test Period or (ii) the Consolidated Fixed Charge Coverage Ratio for any Test Period ending thereafter until termination of such
Compliance Period to be less than 1.00:1.00 as of the last day of such Test Period.


 


Section 7.12         [Reserved].


 


Section 7.13         Modifications
of Terms of Junior Financing.


 


Amend, modify or change
in any manner materially adverse to the interests of the Lenders, as determined in good faith by the Borrower, any term or condition
of any Junior Financing Documentation in respect of any Junior Financing having an aggregate outstanding principal amount in excess
of the Threshold Amount in violation of any applicable Intercreditor Agreement or subordination agreement without the consent of
the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned).


 


Section 7.14         Restrictions
Prior to Satisfaction of Specified Post-Closing Undertaking


 


Prior to the satisfaction
of the Specified Post-Closing Undertaking, (w) Omega and the Omega Subsidiaries shall not transfer any Accounts or Inventory (other
than NLC Inventory) to any Beta Entity in an aggregate amount in excess of $2,500,000 in any calendar month (or in excess of $5,000,000
in the aggregate) (provided, that the Administrative Agent may institute a Reserve in its Permitted Discretion as a result
of any such transfer), (x) neither Omega nor any of the Omega Subsidiaries may merge with any Beta Entity, (y) any Inventory of
any Beta Entity shall be physically separate from, and not commingled with, any Inventory of Omega or any of the Omega Subsidiaries
and (z) the Parent Borrower shall not permit the remittance of any collections of Accounts of any Beta Entity, or the deposit of
any proceeds of any Inventory of any Beta Entity, into any deposit account that is used for the deposit or remittance of collections
of Accounts that constitute Eligible Accounts and that are included in the Borrowing Base.


 




    	 	-147-	 



     


    

 


Article
VIII.

EVENTS OF DEFAULT AND REMEDIES


 


Section
8.01         Events of Default.


 


Any of the following
events referred to in clauses (a) through (l) from and after the Closing Date shall constitute an event of default (an “Event
of Default”):


 


(a)          Non-Payment.
Any Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or unpaid reimbursement
obligation of any drawn Letter of Credit or (ii) within five (5) Business Days after the same becomes due, any interest on any
Loan or any other amount payable hereunder or with respect to any other Loan Document; or


 


(b)          Specific
Covenants. Any Loan Party (i) fails to timely deliver a Borrowing Base Certificate pursuant to Section 6.02(f) and such failure
shall continue unremedied for a period of five (5) days (or two (2) Business Days if the Borrowing Base Certificate is required
to be delivered weekly pursuant to Section 6.02(f)), (ii) fails to perform or observe any term, covenant or agreement contained
in (A) Section 2.19, (B) any of Sections 6.03(a), 6.05(a) (solely with respect to the Parent Borrower) or 6.16; provided
that, with respect to any such Event of Default resulting from a failure to promptly provide notice of an Event of Default to the
Administrative Agent pursuant to Section 6.03(a), subject to the last proviso of this Section 8.01, the subsequent provision of
such notice by the Parent Borrower or any Restricted Subsidiary to the Administrative Agent shall cure the Event of Default resulting
from such failure to timely deliver such notice or (C) Article VII; provided, that the Financial Covenant is subject to
cure pursuant to Section 8.04; or


 


(c)          Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a)
or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30)
days after receipt by the Borrowers of written notice thereof from the Administrative Agent; or


 


(d)          Representations
and Warranties. any representation, warranty or certification made or deemed made by any Loan Party herein, in any other Loan
Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect in any material respect
when made or deemed made, and, other than with respect to any incorrect Specified Representation (which shall not be subject to
cure or a grace period), such incorrect representation or warranty (if curable as determined by the Borrowers in good faith) shall
remain incorrect for a period of (i) in the case of any representation, warranty or certification made on the Closing Date (other
than any Specified Representation), 90 days and (ii) in the case of any representation, warranty or certification made after the
Closing Date, 30 days, in each case after notice thereof from the Administrative Agent to the Borrowers; or


 


(e)          Cross-Default.
Except with respect to the First Lien Loans and other First Lien Obligations, which shall be subject solely to clause (g) below,
any Borrower or any Restricted Subsidiary (A) fails to make any principal or interest payment beyond the applicable grace period,
if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness
(other than Indebtedness hereunder) having an aggregate outstanding principal amount of not less than the Threshold Amount, or
(B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs (other
than, with respect to Indebtedness consisting of Swap Contracts, termination events or equivalent events pursuant to the terms
of such Swap Contracts and not as a result of any other default thereunder by the Borrowers or any of its Restricted Subsidiaries),
the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or
agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required and
beyond the applicable grace period, if any, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or redeem all of such Indebtedness to be made, prior to
its stated maturity; provided that this clause (e)(B) shall not apply to (i) secured Indebtedness that becomes due
as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is
permitted hereunder, (ii) any Indebtedness if (x) the sole remedy of the holder thereof in the event of the non-payment
of such Indebtedness or the non-payment or non-performance of obligations related thereto or (y) the sole option is to elect,
in each case, to convert such Indebtedness into Qualified Equity Interests and cash in lieu of fractional shares and (iii) in
the case of Indebtedness which the holder thereof may elect to convert into Qualified Equity Interests, such Indebtedness from
and after the date, if any, on which such conversion has been effected; provided, further, that any such failure
described under clause (A) or (B) is unremedied and is not waived by the holders of such Indebtedness prior to any
termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or


 




    	 	-148-	 



     


    

 


(f)          Insolvency
Proceedings, Etc. Other than with respect to dissolutions or liquidations permitted hereunder, the Parent Borrower, any Restricted
Subsidiary that is a Material Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law,
or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material
part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative
receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged
or unstayed for sixty (60) consecutive days; or any proceeding under any Debtor Relief Law relating to any such Person or to all
or substantially all of its property is instituted without the consent of such Person and continues undismissed or unstayed for
sixty (60) consecutive days, or an order for relief is entered in any such proceeding; or


 


(g)          First
Lien Loans and other First Lien Obligations. With respect to the First Lien Loans and other First Lien Obligations, (x) an
Event of Default under and as defined in the First Lien Credit Agreement has occurred and is continuing under clauses (a) or (f)
of Section 8.01 of the First Lien Credit Agreement or (y) an Event of Default (other than the type described in the foregoing clause
(x)) under and as defined in the First Lien Credit Agreement has occurred and remains unremedied or unwaived for 60 consecutive
days after the occurrence thereof or with respect to which any First Lien Secured Party is exercising remedies (including acceleration
of obligations or termination of commitments);


 


(h)          Judgments.
There is entered against any Borrower or any Restricted Subsidiary that is a Material Subsidiary a final judgment or order for
the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not paid or covered by independent third-party
insurance or indemnity as to which the insurer or indemnitor has been notified of such judgment or order and has not denied coverage
thereof) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for
a period of sixty (60) consecutive days; or


 


(i)          Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04
or 7.05) or as a result of acts or omissions by the Administrative Agent or any Lender which does not arise from a breach by a
Loan Party of its obligations under the Loan Documents or the satisfaction in full of all the Obligations, ceases to be in full
force and effect; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document or
the validity or priority of a Lien as required by the Collateral Documents on a material portion of the Collateral; or any Loan
Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment
in full of the Obligations and termination of the Total Revolving Credit Commitments), or purports in writing to revoke or rescind
any Loan Document; provided that none of the foregoing shall apply to any Guarantor which is not a Material Subsidiary;
or


 


(j)          Change
of Control. There occurs any Change of Control; or


 




    	 	-149-	 



     


    

 


(k)          Collateral
Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01, 6.11 or 6.13 shall for any reason
(other than pursuant to the terms hereof or thereof including as a result of a transaction not prohibited under this Agreement)
cease to create a valid and perfected Lien, with the priority required by the Collateral Documents on and security interest in
any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, (x)
except to the extent that any such perfection or priority is not required pursuant to the Collateral and Guarantee Requirement
or results from the failure of the Administrative Agent to maintain possession of certificates actually delivered to it representing
securities pledged under the Collateral Documents (or other pledged collateral actually delivered to it under the Collateral Documents)
or to file Uniform Commercial Code continuation statements and (y) except as to Collateral consisting of Real Property to the extent
that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or


 


(l)          ERISA.
(i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of a Loan Party or an ERISA
Affiliate in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect, or (ii) a Loan Party
or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with
respect to its withdrawal liability under Section 4201 of ERISA under any Multiemployer Plan which has resulted or could reasonably
be expected to result in liability of a Loan Party or an ERISA Affiliate in an aggregate amount which would reasonably be expected
to result in a Material Adverse Effect;


 


provided, that
any Event of Default under the Loan Documents, other than any (i) Specified
ABL Default (subject to Section 8.04 in the case of clause (d) of the definition of “Specified ABL Default”) or (ii)
Event of Default which cannot be waived without the written consent of each Lender directly and adversely affected thereby, shall
be deemed not to be “continuing” (and shall be deemed to be “cured”) if the events, acts or conditions
that gave rise to such event of default have been have remedied or cured (including by payment, notice, taking any action or omitting
to take any action) or have ceased to exist and the Borrowers are otherwise in compliance with the Loan Documents; provided,
that the foregoing shall not be applicable with respect to any default or Event of Default if the Borrowers knowingly and willfully
fails to give timely notice to the Administrative Agent and the Lenders of such default or Event of Default required to be given
under the Loan Documents.


 


Section
8.02         Remedies Upon Event of Default.


 


If any Event of Default
occurs and is continuing, the Administrative Agent may, with the consent of, and shall, at the request of, the Required Lenders,
take any or all of the following actions:


 


(i)           declare
the Commitment of each Lender to make Loans and any obligation of the Issuing Banks to make LC 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 Borrowers;


 


(iii)         require
that the Borrowers Cash Collateralize the LC 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, any document
evidencing Indebtedness in respect of which the Facilities have been designated as “designated senior debt” (or any
comparable term) or applicable Law;


 


provided that upon the occurrence
of an Event of Default as a result of an actual or deemed entry of an order for relief with respect to the Borrowers under any
Debtor Relief Laws, the Revolving Credit Commitments, the obligation of each Lender to make Loans and any obligation of the Issuing
Banks to make LC 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 Borrowers to Cash
Collateralize the LC Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative
Agent or any Lender.


 




    	 	-150-	 



     


    

 


Section
8.03         Application of Funds. 


 


After the exercise
of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the
LC 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 Secured Obligations shall be applied by the Administrative Agent in the following order (to
the fullest extent permitted by mandatory provisions of applicable Law):


 


First,
to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal
and interest) payable to the Administrative Agent in its capacity as such (including Attorney Costs payable under Section 10.04
and amounts payable under Article III);


 


Second,
to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and
interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second payable to them (other than in connection
with Secured Cash Management Obligations and Secured Hedge Obligations);


 


Third,
to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Agent Advances payable to
the Administrative Agent in its capacity as such;


 


Fourth,
to payment of that portion of the Secured Obligations constituting unpaid principal of the Agent Advances payable to the Administrative
Agent in its capacity as such;


 


Fifth,
to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and LC Borrowings and
any fees, premiums and scheduled periodic payments due under Secured Hedge Agreements that are Noticed Hedges, ratably among the
Secured Parties in proportion to the respective amounts described in this clause Fifth payable to them;


 


Sixth,
to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and LC Borrowings (including to
Cash Collateralize that portion of LC Obligations comprised of the aggregate undrawn amount of Letters of Credit) and, to the extent
of the Bank Product Reserve in respect thereof, to payment of any breakage, termination or other payments in respect of Noticed
Hedges, ratably among the Secured Parties in proportion to the respective amounts described in this clause Sixth held by
them;


 


Seventh,
to payment of any Secured Obligations under any Secured Hedge Obligations (other than Noticed Hedges to the extent paid in accordance
with clause Sixth above) and under any Secured Cash Management Obligations, ratably among the Secured Parties in proportion
to the respective amounts described in this clause Seventh held by them;


 


Eighth,
to the payment of all other Secured Obligations that are due and payable to the Administrative Agent and the other Secured Parties
on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent
and the other Secured Parties on such date; and


 


Last,
the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrowers or as otherwise required by
Law.


 


Notwithstanding the
foregoing, no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor.


 




    	 	-151-	 



     


    

 


Amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth 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 Secured Obligations, if any, in the
order set forth above and, if no Secured Obligations remain outstanding, will be paid to the Borrowers.


 


Section 8.04         Right
to Cure.


 


Notwithstanding anything to the contrary
contained in Section 8.01:


 


(a)           For
the purpose of determining whether a Financial Covenant Event of Default has occurred, the Administrative 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 the Parent
Borrower or any cash contribution to the common capital of the Parent Borrower (the “Cure Amount”) as an increase
to Consolidated EBITDA for the applicable fiscal quarter; provided that (A) the Cure Amount (i) is actually received by
the Parent Borrower on or before the later of (x) the fifteenth (15th) calendar day after the date on which the Compliance Certificate
pursuant to Section 6.02(a) is required to be delivered with respect to such applicable fiscal quarter or fiscal year, as
applicable, and (y) the fifteenth (15th) calendar day after the beginning of the Compliance Period that required the Parent Borrower
to comply with the covenant set forth in Section 7.11 (such later date, the “Cure Expiration Date”) and (ii)
does not exceed the aggregate amount necessary to cure any Financial Covenant Event of Default as of such date and (B) the Administrative
Borrower shall have provided advance notice (the “Notice of Intent to Cure”) to the Administrative Agent that
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 Cure Amount actually received by the Parent Borrower may
be lower than specified in such notice to the extent that the amount necessary to cure any Financial Covenant Event of Default
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
or any other purpose other than for determining actual compliance with Section 7.11 (and not Pro Forma Compliance with Section
7.11 that is required by any other provision of this Agreement) and shall not result in any adjustment to any amounts (including
any pro forma reduction of the amount of Indebtedness with respect to the quarter with respect to which such Cure Amount
is made and shall not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted
pursuant to any covenant under Article 7) other than the increase to Consolidated EBITDA referred to in Section 8.04(a).
The Cure Amount shall not constitute an Excluded Contribution.


 


(c)           In
furtherance of Section 8.04(a) above, (i) upon actual receipt by the Administrative Agent of the Notice of Intent to Cure,
the covenant under Section 7.11 shall be deemed retroactively cured with the same effect as though there had been no failure
to comply with the covenant under such Section 7.11 and any Default or Event of Default under Section 7.11 shall
be deemed not to have occurred for purposes of the Loan Documents (provided that if the Cure Expiration Date has occurred
without the Cure Amount having been received by the Parent Borrower and designated, such Default or Event of Default shall be deemed
reinstated) and (ii) none of the Administrative Agent, any Lender or any other Secured Party may exercise any rights or remedies
under Section 8.01 (or under any other Loan Document) solely on the basis of any actual or purported Default or Event of
Default under Section 7.11 until and unless (A) the Cure Expiration Date has occurred without the Cure Amount having been
received by the Parent Borrower and designated by the Administrative Borrower or (B) the Administrative Borrower has confirmed
in writing that it does not intend to provide such Cure Amount. Notwithstanding the foregoing, no Borrower shall be permitted to
request a Borrowing or any Credit Extension unless and until the Parent Borrower shall have received the Cure Amount.


 


(d)           (i)
In each period of four (4) consecutive fiscal quarters, there shall be at least two (2) fiscal quarters in which no cure right
set forth in 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 Section 7.11 are exercised during the
term of any Facility.


 




    	 	-152-	 



     


    

 


 


Article
IX.

ADMINISTRATIVE AGENT AND OTHER AGENTS


 


Section
9.01         Appointment and Authority.


 


(a)           Each
of the Lenders and Issuing Banks hereby irrevocably appoints Bank of America, N.A to act on its behalf as the Administrative Agent
hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and
powers as are reasonably incidental thereto. The provisions of this Article IX (other than this Section 9.01, Section 9.06 (solely
with respect to the removal and consent rights of the Borrowers set forth therein), Section 9.09, Section 9.10 and Section 9.11)
are solely for the benefit of the Administrative Agent, the Lenders and each Issuing Bank, and no Loan Party shall have rights
as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such
term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting
parties.


 


(b)           The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including
in its capacities as a potential Qualified Counterparty) and the Issuing Bank hereby irrevocably appoints and authorizes the Administrative
Agent to act as the agent of such Lender and the Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens
on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as
are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents,
sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or
enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights
and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this
Article IX and Article X (including the second paragraph of Section 10.05), as though such co-agents, sub-agents and attorneys-in-fact
were the “collateral agent” under the Loan Documents as if set forth in full herein with respect thereto. Without limiting
the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to (i) execute any and all documents
(including releases) with respect to the Collateral (including any Intercreditor Agreement and any amendment, supplement, modification
or joinder with respect thereto) and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance
with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent
shall bind the Lenders and (ii) negotiate, enforce or settle any claim, action or proceeding affecting the Lenders in their
capacity as such, at the direction of the Required Lenders, which negotiation, enforcement or settlement will be binding upon each
Lender.


 


Section
9.02         Rights as a Lender. 


 


The Person serving
as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative
Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any
Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.


 


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;


 




    	 	-153-	 



     


    

 


(b)          shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed
in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein
or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in
its opinion or the opinion of its counsel, may (i) expose the Administrative Agent to liability or that is contrary to any Loan
Document or applicable law or (ii) be in violation of the automatic stay under any Debtor Relief Law or that may effect a
forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law;


 


(c)          shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained
by the Person serving as the Administrative Agent or any of its Affiliates in any capacity;


 


(d)          shall
not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or
willful misconduct as determined by a court of competent jurisdiction in a final and nonappealable judgment. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative
Agent by the Borrowers, a Lender or the Issuing Bank; and


 


(e)          shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements
or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection
or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral,
or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.


 


It is understood and
agreed by each Secured Party that the Administrative Agent shall have no liability for any determinations made by it under Section
8.03, in each case except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent (as
determined by a court of competent jurisdiction in a final and non-appealable decision). Each Secured Party also agrees that the
Administrative Agent may (but shall not be required to), at any time and in its sole discretion, and with no liability resulting
therefrom, petition a court of competent jurisdiction regarding any application of Collateral in accordance with the requirements
hereof, and the Administrative Agent shall be entitled to wait for, and may conclusively rely on, any such determination.


 


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, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or the
Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Bank prior
to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrowers), 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.


 




    	 	-154-	 



     


    

 


Section
9.05         Delegation of Duties. 


 


The Administrative
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions
of this Article IX shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent,
and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct
of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment
that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.


 


Section
9.06         Resignation of Administrative Agent.



 


The Administrative
Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrowers upon thirty (30) days’
written notice to the Borrowers and the Lenders. If the Administrative Agent or a Controlling Affiliate of the Administrative Agent
is subject to an Agent-Related Distress Event, the Parent Borrower may remove the Administrative Agent from such role upon ten
(10) days’ written notice to the Lenders. Upon receipt of any such notice of resignation or removal by the Parent Borrower,
the Required Lenders shall have the right, with the consent of the Administrative Borrower at all times other than upon the occurrence
and during the continuation of an Event of Default under Sections 8.01(a) or, solely with respect to the Parent Borrower, 8.01(f),
to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office
in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its resignation or removal, then the retiring Administrative
Agent may on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent meeting the qualifications set
forth above (including consent of the Administrative Borrower); provided that if the Administrative Agent shall notify the
Administrative Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation or removal
shall nonetheless become effective in accordance with such notice. The resigning or removed Administrative Agent shall be discharged
from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security
held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of the Loan Documents, the resigning or
removed Administrative Agent shall continue to hold such collateral security (including any collateral security subsequently delivered
to the Administrative Agent) until such time as a successor Administrative Agent is appointed) and (b) all payments, communications
and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and
the Issuing Bank directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above
in this Section 9.06. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder and delivery of
collateral security in the possession of the resigning or removed Administrative Agent to such successor Administrative Agent (to
the extent that possession thereof perfects a Lien thereon under the UCC of any jurisdiction), such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the resigning (or resigned) or removed Administrative
Agent, and the resigning or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by
the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers and such successor. After the resigning Administrative Agent’s resignation or the removed Administrative
Agent’s removal, hereunder and under the other Loan Documents, the provisions of this Article and Sections 10.04 and 10.05
shall continue in effect for the benefit of such resigning or removed Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while the resigning or removed Administrative
Agent was acting as Administrative Agent.


 




    	 	-155-	 



     


    

 


Any resignation by,
or removal of, Bank of America, N.A. as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation
or removal as Issuing Bank and Swing Line Lender, in which case such resigning or removed Issuing Bank and Swing Line Lender (x)
shall not be required to issue any further Letters of Credit or extend any further Swing Line Loans hereunder and (y) shall maintain
all of its rights as Issuing Bank or Swing Line Lender with respect to any Letters of Credit issued by it or Swing Line Loans extended
by it, as applicable, prior to the date of such resignation or removal so long as such Letters of Credit, LC Obligations or Swing
Line Loans remain outstanding and not otherwise Cash Collateralized in accordance with the terms herein. 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 Issuing Bank and Swing Line Lender, (ii) the resigning or removed
Issuing Bank 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 Issuing Bank 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 resigning or removed Issuing
Bank to effectively assume the obligations of the resigning or removed Issuing Bank with respect to such Letters of Credit.


 


Section
9.07         Non-Reliance on Administrative Agent and Other Lenders.


 


Each Lender and the
Issuing Bank 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 Issuing Bank 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 or Arrangers 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 Issuing Bank hereunder.


 


Section
9.09         Administrative Agent May File Proofs of Claim; Credit Bidding.


 


In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or LC 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 Parent Borrower) shall be entitled
and empowered, by intervention in such proceeding or otherwise


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations
and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order
to have the claims of the Lenders, the Issuing Bank and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, the Issuing Bank and the Administrative Agent and their respective agents
and counsel and all other amounts due the Lenders, the Issuing Bank and the Administrative Agent under Sections 2.03(h) and (i),
2.09, 10.04 and 10.05) allowed in such judicial proceeding; and


 


(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender
and the Issuing Bank 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 Issuing Bank, to pay to the Administrative Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts
due the Administrative Agent under Sections 2.09, 10.04 and 10.05.


 




    	 	-156-	 



     


    

 


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 Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of
any Lender or the Issuing Bank to authorize the Administrative Agent to vote in respect of the claim of any Lender or the Issuing
Bank or in any such proceeding.


 


The Secured
Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any
portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations
pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition
vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of
the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws
in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in
lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or
otherwise) in accordance with any applicable Laws. In connection with any such credit bid and purchase, the Obligations owed to
the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent
or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation
of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent
interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles
that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to
form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle
or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including
any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required
Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required
Lenders contained in clauses (a) through (j) of Section 11.01 of this Agreement, (iii) the Administrative Agent shall be authorized
to assign the relevant Obligations to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders
shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition
vehicle on account of the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition
vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not
used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations
assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations
shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition
vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without
the need for any Secured Party or any acquisition vehicle to take any further action.


 


Section
9.10         Collateral and Guaranty Matters.



 


Each Lender hereby
agrees, and each holder of any Note by its acceptance thereof will be deemed to agree, that, except as otherwise set forth herein,
any action taken by the Required Lenders in accordance with the provisions of this Agreement or the Collateral Documents, and the
exercise by the Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental
thereto, shall be authorized and binding upon all of the Lenders. The Administrative Agent is hereby authorized on behalf of all
of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to the occurrence
and continuance of an Event of Default, to take any action with respect to any Collateral or Collateral Documents which may be
necessary to create, perfect and maintain perfected security interests in and liens upon the Collateral granted pursuant to the
Collateral Documents. Without limiting the provisions of Section 9.09, each of the Lenders (including in its capacities as a potential
Qualified Counterparty) and each Issuing Bank irrevocably authorize the Administrative Agent, at its option, and in its sole discretion
(other than releases described in clauses (b) and (d) below which shall not be optional or discretionary):


 




    	 	-157-	 



     


    

 


(a)          to
enter into and sign for and on behalf of the Lenders, as Secured Parties, the Collateral Documents (including any subordination
or intercreditor agreements with respect to Indebtedness and Liens permitted under this Agreement to the extent the Administrative
Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement) for the benefit of the
Lenders and the other Secured Parties;


 


(b)          to
automatically release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon
termination of the Total Revolving Credit Commitments and payment in full of all Obligations (other than contingent indemnification
obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit that are Cash Collateralized
or back-stopped by a letter of credit in form and substance reasonably satisfactory to the Administrative Agent and the applicable
Issuing Bank or a deemed reissuance under another facility as to which other arrangements satisfactory to the Administrative Agent
and the applicable Issuing Bank shall have been made), (ii) at the time the property subject to such Lien is Disposed or to be
Disposed (to a Person that is not a Loan Party) as part of or in connection with any Disposition permitted hereunder or under any
other Loan Document, (iii) subject to Section 10.01, if the release of such Lien is approved, authorized or ratified in writing
by the Required Lenders, (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from
its obligations under its Guaranty pursuant to clause (d) below or Section 11.09 or (v) if the property subject to such Lien constitutes
Excluded Assets;


 


(c)          to
release or subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder
of any Lien on such property that is permitted by Section 7.01(u) to the extent required by the holder of, or pursuant to the terms
of any agreement governing, the obligations secured by such Liens; and


 


(d)          to
release any Guarantor from its obligations under this Agreement (including the Guaranty) if such Guarantor becomes a Released Guarantor
in accordance with Section 11.09.


 


Upon request by the
Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release
or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the
Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will
(and each Lender irrevocably authorizes the Administrative Agent to), at the Borrowers’ expense, execute and deliver to the
applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral
from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or
to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of
the Loan Documents and this Section 9.10.


 


The Administrative
Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence,
value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon,
or any certificate prepared by the Borrowers or any of its Restricted Subsidiaries in connection therewith, nor shall the Administrative
Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.


 


Section
9.11         Secured Cash Management Agreements and Secured Hedge Agreements.



 


Except as otherwise
expressly set forth herein or in any Guaranty or any Collateral Document, no Qualified Counterparty that obtains the benefits of
Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document
shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan
Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity
as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision
of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory
arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge
Agreements unless the Administrative Agent has received written notice of such Secured Obligations, together with such supporting
documentation as the Administrative Agent may request, from the applicable Qualified Counterparty.


 




    	 	-158-	 



     


    

 


The Lenders and the
Qualified Counterparties hereby authorize the Administrative Agent to enter into any Intercreditor Agreement or other intercreditor
agreement or arrangement (including any subordination agreement or arrangement) permitted under this Agreement, and any amendment,
modification, supplement or joinder with respect thereto, and the Lenders and the Qualified Counterparties acknowledge that any
such intercreditor agreement is binding upon the Lenders and Qualified Counterparties.


 


Section
9.12         Withholding Tax Indemnity. 


 


To the extent required
by any applicable Laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable
withholding Tax. If the Internal Revenue Service or any other authority of the United States or other jurisdiction asserts a claim
that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason
(including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender
failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding
Tax ineffective), such Lender shall, within 10 days after written demand therefor, indemnify and hold harmless the Administrative
Agent (to the extent that the Administrative Agent has not already been reimbursed by the Loan Parties pursuant to Section 3.01
and without limiting or expanding the obligation of the Loan Parties to do so) for all amounts paid, directly or indirectly, by
the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket
expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate
as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.12.
The agreements in this Section 9.12 shall survive the resignation and/or replacement of the Administrative Agent, any assignment
of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all other Obligations. For the avoidance
of doubt, the term “Lender” shall, for purposes of this Section 9.12, include any Issuing Bank and any Swing
Line Lender.


 


Section
9.13         Indemnification by the Lenders.



 


The Lenders agree to
indemnify each Agent (or any Affiliate thereof) (to the extent not reimbursed by the Borrowers or any other Loan Party and without
limiting the obligation of the Borrowers to do so), ratably according to their respective Pro Rata Shares in effect on the date
on which indemnification is sought under this Section 9.13 from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including
at any time following the payment of the Revolving Credit Loans) be imposed on, incurred by or asserted against any Agent (or any
Affiliate thereof) in any way relating to or arising out of this Agreement, any of the other Loan Documents or the transactions
contemplated hereby or thereby or any action taken or omitted by any Agent (or any Affiliate thereof) under or in connection with
any of the foregoing; IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF COMPARATIVE, CONTRIBUTORY
OR SOLE NEGLIGENCE OF THE INDEMNITEE, provided that no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent arising from
(a) such Agent’s gross negligence or willful misconduct or (b) claims made or legal proceedings commenced against such Agent
by any security holder or creditor thereof arising out of and based upon rights afforded any such security holder or creditor solely
in its capacity as such. The agreements in this Section 9.13 shall survive the payment of the Loans and all other amounts payable
hereunder.


 


Section 9.14         Certain
ERISA Matters.


 


(a)        Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, that at least one of the following
is and will be true:


 




    	 	-159-	 



     


    

 


(i) such Lender is not using “plan
assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans
in connection with the Loans, the Letters of Credit or the Commitments,


 


(ii) the transaction exemption
set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified
professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class
exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions
determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(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 sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not
provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a),
such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and/or the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for
the benefit of the Borrowers or any other Loan Party, that:


 


(i) none of the Administrative
Agent and/or the Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including
in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document
or any documents related hereto or thereto),


 


(ii) the Person making the investment
decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21)
and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management
or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii) the Person making the investment
decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both
in general and with regard to particular transactions and investment strategies (including in respect of the Obligations),


 




    	 	-160-	 



     


    

 


 


(iv) the Person making the investment
decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect
to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment
in evaluating the transactions hereunder, and


 


(v) no fee or other compensation
is being paid directly to the Administrative Agent and/or the Arrangers or any of their respective Affiliates for investment advice
(as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement.


 


(c)           The
Administrative Agent and/or the Arrangers hereby informs the Lenders that each such Person is not undertaking to provide impartial
investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that
such Person has a financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may
receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may
recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid
for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments
in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment
fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral
agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees,
amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or
fees similar to the foregoing.


 


Article
X.

MISCELLANEOUS


 


Section
10.01         Amendments, Etc.


 


Except as otherwise
set forth in this Agreement, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent
to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (other than with
respect to any amendment or waiver contemplated in clauses (a) through (j) which shall only require the consent of the Lenders
expressly set forth therein and not Required Lenders (unless specified therein)) (or by the Administrative Agent with the consent
of the Required Lenders) and the Borrowers, the applicable Loan Party, as the case may be, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for which given; provided that no such amendment,
waiver or consent shall:


 


(a)          extend
or increase the Commitment of any Lender without the written consent of such Lender (it being understood that a waiver of (or amendment
to the terms of) any condition precedent set forth in Section 4.02, the waiver of any obligation of the Borrowers to pay interest
at the Default Rate or the waiver of any Default, Event of Default, mandatory prepayment of the Loans or mandatory reduction of
any Commitments shall not constitute such an extension or increase of any Commitment of any Lender);


 


(b)          except
as otherwise expressly provided for hereunder, including without limitation pursuant to an Extension Amendment, postpone any date
scheduled for any payment of principal (including at final maturity), interest or fees under Section 2.07, 2.08 (other than
pursuant to Section 2.08(b)) or 2.09, without the written consent of each Lender directly and adversely affected thereby,
it being understood that the waiver of (or amendment to the terms of) any obligation of the Borrowers to pay interest at the Default
Rate, any Default or Event of Default, any condition precedent, mandatory prepayment of the Loans or mandatory reduction of Commitments
shall not constitute such a postponement of any date scheduled for the payment of principal or interest;


 


(c)          reduce
or forgive the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (i) of the second proviso
to this Section 10.01) any fees payable hereunder or under any other Loan Document (or extend the timing of payments of such
fees) without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to
the definition of Historical Excess Availability, Historical Average Utilization or any other definition used to calculate the
amount of any principal or interest payment or fee or other amount or in the component definitions thereof shall not constitute
a reduction in any rate of interest; provided that, for the avoidance of doubt, only the consent of (A) the Required Lenders
shall be necessary to amend the definition of “Default Rate” or waive any obligation of the Borrowers to pay interest
at the Default Rate and (B) the Swing Line Lender shall be necessary to waive any obligation of the Borrowers to pay interest at
the Default Rate payable in respect of the Swing Line Loans;


 




    	 	-161-	 



     


    

 


(d)          change
any provision of this Section 10.01 or the definition of “Required Lenders,” “Required Class Lenders,”
or any other provision specifying the number of Lenders or portion of the Loans or Commitments required to take any action under
the Loan Documents to reduce the percentage set forth therein, without the written consent of each Lender directly and adversely
affected thereby (it being understood that with the consent of the Required Lenders (if such consent is otherwise required) or
the Administrative Agent (if the consent of the Required Lenders is not otherwise required), additional extension of credit pursuant
to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Revolving
Credit Commitments;


 


(e)          other
than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all
of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;


 


(f)          other
than in connection with a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all
of the aggregate value of the Guarantees, without the written consent of each Lender;


 


(g)          [reserved];


 


(h)          amend,
waive or otherwise modify any term or provision (including the availability and conditions to funding under Section 2.14 with
respect to Incremental Revolving Credit Commitments which directly affects Lenders of one or more Incremental Revolving Credit
Commitments (solely to the extent prior to the effectiveness of any Incremental Revolving Credit Commitments) and does not directly
affect Lenders under any other Class, in each case, without the written consent of the Required Class Lenders under such applicable
Incremental Revolving Credit Commitments (and in the case of multiple Classes which are affected, such Required Class Lenders shall
consent together as one Class);


 


(i)           without
the written consent of the Supermajority Required Lenders, increase advance rates or make other modifications to the Borrowing
Base (or any constituent definitions to the extent used therein) that have the effect of increasing the amount available to be
borrowed hereunder (including changes in eligibility criteria) without the written consent of the Supermajority Required Lenders,
it being understood that increases or decreases in Reserves implemented by the Administrative Agent in its Permitted Discretion
shall require only the consent of the Administrative Agent; or


 


(j)           amend,
waive or otherwise modify the definition of “Pro Rata Share” or any provision requiring pro rata sharing amongst Lenders
without the consent of each Lender directly and adversely affected thereby; provided that modifications to Section 8.03
or the definition of “Pro Rata Share” to the extent necessary in connection with (y) any Incremental Amendment
or (z) any Extension Amendment, in each case, shall only require approval (to the extent any such approval is otherwise required)
of the Required Lenders;


 




    	 	-162-	 



     


    

 


provided, further, that (i)
no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above,
directly and adversely affect the rights or duties of an Issuing Bank under this Agreement or any LC Application relating to any
Letter of Credit issued or to be issued by it; provided, however, that this Agreement may be amended to adjust the
mechanics related to the issuance of Letters of Credit, including mechanical changes relating to the existence of multiple Issuing
Banks and increase the LC Sublimit, with only the written consent of the Administrative Agent, the applicable Issuing Bank and
the Borrowers so long as the Revolving Credit Lenders, if any, who have not executed such amendment, and if applicable, the other
Issuing Banks, if any, who have not executed such amendment, are not directly and adversely affected thereby; (ii) no amendment,
waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, directly
and adversely affect the rights or duties of the 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 Swing Line Lender (including to add another Lender, who upon execution of such amendment, will be an
additional Swing Line Lender) and the Borrowers so long as the Revolving Credit Lenders and, if applicable, the other Swing Line
Lenders, if any, who have not executed such amendment are not directly and adversely 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, directly
and adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement
or any other Loan Document; (iv) (x) no Lender consent is required to effect an Incremental Amendment or Extension Amendment
(except as expressly provided in Sections 2.14 or 2.16 or in the following clause (y)) or to effect any
amendment expressly contemplated by Section 6.19 and (y) in connection with an Extension Amendment, only the consent
of the Lenders that will continue as a Lender in respect of the Extended Revolving Credit Commitments, as applicable, subject to
such Extension Amendment shall be required for such Extension Amendment; and (v) the LC Sublimit may be increased with only the
consent of the Required Lenders, each Issuing Bank and the Administrative Agent.


 


Notwithstanding anything
to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder
(and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected
with the consent of the applicable Lenders other than Defaulting Lenders (it being understood that any Commitments or Loans held
or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Required
Lenders or Required Class Lenders)), except that (x) the Commitment of any such Defaulting Lender may not be increased or extended,
the rate of interest on any Loans of any Defaulting Lender may not be reduced and the principal amount of any of such Loans may
not be forgiven, in each case without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent
of all Lenders or each directly and adversely affected Lender that by its terms materially and adversely affects any Defaulting
Lender to a greater extent than other affected Lenders (or, if there are no such affected Lenders (other than such affected Lenders
which are Defaulting Lenders), Lenders of the same Class) shall require the consent of such Defaulting Lender.


 


Notwithstanding anything
to the contrary herein, no Lender consent is required for the Administrative Agent to enter into or to effect any amendment, modification
or supplement to the ABL Intercreditor Agreement, any subordination agreement or other intercreditor agreement or arrangement permitted
under this Agreement or in any document pertaining to any Indebtedness permitted hereby that is permitted to be secured by the
Collateral (i) that is for the purpose of adding the holders of such secured or subordinated Indebtedness permitted to be incurred
under this Agreement (or, in each case, a Senior Representative with respect thereto), as parties thereto, as expressly contemplated
by the terms of the ABL Intercreditor Agreement, such subordination agreement or such other intercreditor agreement or arrangement
permitted under this Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes
to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate
the foregoing and provided that such other changes are not adverse, in any material respect (taken as a whole), to the interests
of the Lenders) or (ii) that is expressly contemplated by the ABL Intercreditor Agreement, any subordination agreement or other
intercreditor agreement or arrangement permitted under this Agreement or in any document pertaining to any Indebtedness permitted
hereby that is permitted to be secured by the Collateral; provided, further, that no such agreement shall directly
and adversely amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder or under any other Loan
Document without the prior written consent of the Administrative Agent.


 


Notwithstanding anything
to the contrary contained in this Section 10.01, the Guaranty, the Collateral Documents and related documents executed by the Loan
Parties or the Restricted Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative
Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request
of the Administrative Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered
in order (i) to comply with local Law or advice of local counsel, (ii) to cure any ambiguities or defects or (iii) to cause such
Guaranty, Collateral Document or other document to be consistent with this Agreement and the other Loan Documents.


 




    	 	-163-	 



     


    

 


Notwithstanding anything
to the contrary contained in Section 10.01, if the Administrative Agent and the Administrative Borrower shall have jointly identified
an ambiguity, mistake, obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of
a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document (including, for the
avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document), then the Administrative Agent (acting in its
sole discretion) and the Administrative Borrower or any other relevant Loan Party shall be permitted to amend such provision and
such amendment shall become effective without any further action or consent of any other party to any Loan Document. Notification
of such amendment shall be made by the Administrative Agent to the Lenders promptly upon such amendment becoming effective.


 


Section
10.02         Notices and Other Communications; Facsimile Copies.


 


(a)          Notices;
Effectiveness; Electronic Communications.


 


(i)           Notices
Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (C) below), all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and
all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows:


 


(A)         if
to the Parent Borrower, the Administrative Agent, the Issuing Bank(s) or the Swing Line Lender, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile
number, electronic mail address or telephone number as shall be designated by such party in a written notice to the other parties;
and


 


(B)         if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a written notice to the Borrowers, the Administrative Agent, the Issuing Bank(s) and the Swing Line Lender.


 


Notices and other communications sent by
hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received;
notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day
for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (C)
below shall be effective as provided in such subsection (C).


 


(C)         Electronic
Communications. Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished
by electronic communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved
by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Banks pursuant
to Article II if such Lender or any Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic communication. The Administrative Agent or a Loan Party may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by
it; provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor; provided
that, for both clauses (i) and (ii), if such notice or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for
the recipient.


 




    	 	-164-	 



     


    

 


(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 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 Issuing
Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrowers’, any Loan Party’s or the Administrative Agent’s transmission of communications
or notices through the Platform, any other electronic platform or electronic messaging services, or through the Internet, except
to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by
a final and non-appealable judgment to have resulted from the gross negligence, material breach of the Loan Documents, bad faith
or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability
to the Loan Parties, any Lender, the Issuing Bank or any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).


 


(c)          Change
of Address, Etc. Any Loan Party, the Administrative Agent, the Issuing Bank and the Swing Line Lender, may change its address,
electronic mail address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, electronic mail address, facsimile or telephone number for notices and other
communications hereunder by notice to the Borrowers, the Administrative Agent, the Issuing Bank 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, facsimile number and electronic mail address to which notices and other communications
may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual
at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation
on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such
Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make
reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform
and that may contain Material Non-Public Information.


 


(d)          Reliance
by Administrative Agent, Issuing Bank and Lenders. The Administrative Agent, the Issuing Bank 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 Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, the Issuing Bank, each Lender and the Related
Parties of each of them (other than any Excluded Affiliate) from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the Borrowers in accordance with Section 10.05 hereof.
All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such recording.


 


Section
10.03         No Waiver; Cumulative Remedies.


 


No failure by any Lender,
Issuing Bank 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.


 




    	 	-165-	 



     


    

 


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 Issuing Bank; 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 Issuing Bank or the Swing
Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as Issuing Bank 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.


 


Section
10.04         Attorney Costs and Expenses.


 


The Borrowers agree
(a) if the Closing Date occurs, to pay or reimburse (x) the Commitment Parties for such out-of-pocket costs and expenses as shall
have been separately agreed upon in writing and (y) the Administrative Agent, the Swing Line Lender, the Issuing Banks and the
other Agents for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiation,
syndication, execution, delivery and administration of this Agreement and the other Loan Documents, the reasonable fees and expenses
of consultants and appraisal firms in connection with inventory appraisals and field examinations required hereunder and the Administrative
Agent’s standard charges for examination activities and appraisal reviews and any amendment, waiver, consent or other modification
of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation
and administration of the transactions contemplated hereby and thereby, including, in each case, all Attorney Costs, which shall
be limited to (i) one primary counsel to the Administrative Agent and its Affiliates (other than Excluded Affiliates), taken as
a whole, or the Administrative Agent (and its Affiliates (other than Excluded Affiliates), as applicable) and one local counsel,
if necessary, in any relevant jurisdiction material to the interests of the Lenders taken as a whole), in each case excluding allocated
costs of in-house counsel and (ii) in the case of other consultants and advisors, the fees and expenses of such persons approved
by the Borrowers and (b) after the Closing Date, to pay or reimburse the Administrative Agent, the Swing Line Lenders, the Issuing
Banks and the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement
or protection of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses
incurred during any legal proceeding, including any proceeding under any Debtor Relief Law, and including (i) all respective Attorney
Costs, which shall be limited to Attorney Costs of one primary counsel to the Administrative Agent and the Lenders taken as a whole,
and one local counsel, if necessary, in any relevant jurisdiction material to the interests of the Lenders taken as a whole and,
solely in the case of an actual conflict of interest, one additional counsel in each relevant material jurisdiction to the similarly
situated Persons taken as a whole and (ii) in the case of other consultants or advisors, the fees and expenses of such persons
approved by the Borrowers). The agreements in this Section 10.04 shall survive the termination of the Total Revolving Credit
Commitments and repayment of all other Obligations. All amounts due under this Section 10.04 shall be paid within thirty (30)
days after written demand therefor (together with backup documentation supporting such reimbursement request); provided
that, with respect to the Closing Date, all amounts due under this Section 10.04 shall be paid on the Closing Date solely
to the extent invoiced to the Borrowers at least three (3) Business Days prior to the Closing Date (or such later date as the Borrowers
may agree in its sole discretion). If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder
or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent in its discretion
following five Business Days’ prior written notice to the Parent Borrower. For the avoidance of doubt, this Section 10.04
shall not apply to Taxes, except any Taxes that represent costs and expenses arising from any non-Tax claim.


 




    	 	-166-	 



     


    

 


Section
10.05         Indemnification by the Borrowers.


 


The Borrowers shall
indemnify and hold harmless each Agent, each Swing Line Lender, each Issuing Bank, each Lender, each Arranger and their respective
Affiliates (other than Excluded Affiliates) and controlling Persons, and their respective directors, officers, employees, advisors,
agents and other representatives of each of the foregoing and their respective successors and permitted assigns (but excluding
any Excluded Affiliates) (collectively the “Indemnitees”) from and against any and all actual losses, claims,
damages, liabilities and expenses (including Attorney Costs but limited in the case of legal fees and expenses to the reasonable
and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably
necessary, one local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interests
of the Lenders, and solely in the case of an actual conflict of interest, one additional counsel in each relevant material jurisdiction
to the affected Indemnitees similarly situated), in each case except allocated costs of in-house counsel, of any kind or nature
whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising
out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any
other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of
the transactions contemplated thereby, (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds
therefrom including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such Letter of Credit, (c) any actual or alleged presence
or Release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated
by the Loan Parties or any Subsidiary, or any Environmental Liability of or relating to the Loan Parties or any Subsidiary, or
(d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) (a “Proceeding”) and regardless of whether any Indemnitee is a party
thereto or whether or not such Proceeding is brought by the Borrowers or any other person and, in each case, whether or not caused
by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities and expenses resulted from (w) the
gross negligence, bad faith, fraud or willful misconduct of such Indemnitee or of any of its Related Indemnified Persons, as determined
by a final non-appealable judgment of a court of competent jurisdiction, (x) a material breach of any obligations under any Loan
Document by such Indemnitee or of any of its Related Indemnified Persons, as determined by a final non-appealable judgment of a
court of competent jurisdiction, (y) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity
or in fulfilling its role as an administrative agent or arranger or any similar role under any Facility and other than any claims
arising out of any act or omission of the Borrowers or any of their Affiliates or (z) settlements effected without the Borrowers’
prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), but if settled with Borrowers’
written consent, or if there is a final judgment against an Indemnitee, the Borrowers shall indemnify and hold harmless such Indemnitee
to the extent and the manner set forth above. In case any Proceeding is instituted involving any Indemnitee for which indemnification
is to be sought hereunder by such Indemnitee, then such Indemnitee will promptly notify the Parent Borrower of the commencement
of any such Proceeding; provided, however, that the failure so to notify the Parent Borrower will not relieve the
Borrowers from any liability to such Indemnitee pursuant to this Section 10.05. Each applicable Indemnitee (by accepting
the benefits hereof) agrees to refund and return any and all amounts paid by or on behalf of the Borrowers (or any other Loan Party)
to such Indemnitee, in each case, pursuant to the terms of this paragraph to the extent such Indemnitee is not entitled to the
payment thereof pursuant to the terms of this paragraph, as determined by a final non-appealable judgment of a court of competent
jurisdiction. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials
obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (except for direct
(as opposed to indirect, special, punitive or consequential) damages resulting from the gross negligence, bad faith, fraud or willful
misconduct of, or material breach of this Agreement or the other Loan Documents, as determined by a court of competent jurisdiction
in a final and non-appealable judgment, of any such Indemnitee), nor shall any Indemnitee, Related Indemnified Person, Loan Party
or any Subsidiary have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or
any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing
Date) (other than, in the case of any Loan Party, in respect of any such obligations, liabilities, losses, damages, penalties,
demands, actions, judgments, suits, costs, disbursements, claims or expenses incurred or paid or required to be paid by an Indemnitee
to a third party (including another Indemnitee)). In the case of an investigation, litigation or other proceeding to which the
indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by any Loan Party, any Subsidiary of any Loan Party, its directors, stockholders or creditors or an Indemnitee
or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated
hereunder or under any of the other Loan Documents are consummated. All amounts due under this Section 10.05 shall be paid
within thirty (30) days after written demand therefor (together with backup documentation supporting such reimbursement request).
The agreements in this Section 10.05 shall survive the resignation or removal of the Administrative Agent, the resignation
of an Issuing Bank or Swing Line Lender, the replacement of any Lender, the termination of the Total Revolving Credit 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.


 




    	 	-167-	 



     


    

 


To the extent that
the Borrowers for any reason fails to pay any amount required under this Section 10.05 or Section 10.04 to be paid by
it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, the Swing Line Lender 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 Issuing Bank, the
Swing Line Lender or such Related Party, as the case may be, such Lender’s Pro Rata Share (determined as of the time that
the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against
the Administrative Agent (or any such sub-agent), the Swing Line Lender or the Issuing Bank 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), the Swing Line Lender or
Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph are subject to the provisions
of Section 2.12(d).


 


Section
10.06         Payments Set Aside.


 


To the extent that
any payment by or on behalf of the Borrowers is made to the Administrative Agent, the Issuing Bank or any Lender, or the Administrative
Agent, the Issuing Bank 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 Issuing Bank 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 Issuing Bank 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 Issuing
Bank under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this
Agreement.


 


Section
10.07         Successors and Assigns. 


 


(a)          The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that the Parent Borrower may not (except as permitted by Section 7.04) assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender
and no Lender may assign or otherwise transfer any of its rights or obligations hereunder (including to existing Lenders and their
Affiliates) except (i) to an Assignee in accordance with the provisions of Section 10.07(b) (such an assignee, an “Eligible
Assignee”), (ii) by way of participation in accordance with the provisions of Section 10.07(e); provided,
however, that notwithstanding the foregoing, no Lender may assign or, other than in the case of clause (iii) below, transfer
by participation any of its rights or obligations hereunder to (i) any Person that is a Defaulting Lender, (ii) a natural Person
(or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person) or (iii)
a Disqualified Institution (unless otherwise agreed by the Administrative Borrower in its sole discretion and, notwithstanding
anything herein to the contrary, without giving effect to any provision providing for deemed consent by the Administrative Borrower).
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 (including any Affiliate or branch of any Issuing Bank that issues any Letter
of Credit), 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.


 




    	 	-168-	 



     


    

 


(b)          (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (“Assignees”)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this Section 10.07(b), participations in LC 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, except in connection with a proposed
assignment to any Disqualified Institution, which consent by the Administrative Borrower may be withheld in its sole discretion)
of:


 


(A)         the
Administrative Borrower; provided that no consent of the Administrative Borrower shall be required for (i) an assignment
of all or a portion of the Loans or Commitments to a Lender, an Affiliate of a Lender or an Approved Fund or (ii) other than with
respect to any proposed assignment to a Disqualified Institution, if a Specified Event of Default has occurred and is continuing,
to any Assignee; provided that, other than with respect to any proposed assignment to a Disqualified Institution, the Administrative
Borrower shall be deemed to have consented to any such assignment of the Loans unless it shall have objected thereto by written
notice to the Administrative Agent within ten (10) Business Days after having acknowledged receipt of a written notice thereof;
and


 


(B)         the
Administrative Agent;


 


(C)         each
Issuing Bank; and


 


(D)         the
Swing Line Lender;


 


provided, with respect
to foregoing clauses (B), (C) and (D), no consent of the Administrative Agent, any Issuing Bank or the Swing Line Lender shall
be required with respect to an assignment to any Person that is a Lender, any Affiliate or branch of a Lender or any Approved Fund.


 


This paragraph (b)
shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro
rata basis among such Facilities.


 


In connection with
any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until,
in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments
to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright
payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with
the consent of the Administrative Borrower and the Administrative Agent, the applicable Pro Rata Share of Loans previously requested
but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to
(x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full Pro Rata Share of all Loans 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.


 




    	 	-169-	 



     


    

 


(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,
unless each of the Administrative Borrower and the Administrative Agent otherwise consent; provided that such assignments
shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any;


 


(B)         each
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement, and no Lender shall be permitted to assign a single Class of Loans or Revolving Credit Commitments without assigning
a proportionate part of such Lender’s other Classes of Loans or Revolving Credit Commitments;


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption either manually or
via an electronic settlement system acceptable to the Administrative Agent, together with a processing and recordation fee of $3,500
(unless waived or reduced by the Administrative Agent in its sole discretion);


 


(D)         the
Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;


 


(E)          the
Assignee shall execute and deliver to the Administrative Agent and the Administrative Borrower the forms described in Sections
3.01(d) and 3.01(e) applicable to it; and


 


(F)          no
assignment shall be made to the Sponsor, Walgreens Co., the Parent Borrower or any of its Subsidiaries, or any affiliate of any
of the foregoing.


 


The Administrative
Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance
with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative
Agent shall not ‎(x) be obligated to ascertain, monitor or inquire
as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability
with respect to or arising out of any assignment or participation of Loans or Commitments, or disclosure of confidential information,
to any ‎Disqualified Institution. The identity of Disqualified
Institutions will not be posted or distributed to any Person by the Administrative Agent or Arranger, but may be communicated by
the Administrative Agent to a Lender upon request therefor.


 


(c)          Subject
to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(d), from and after the effective
date specified in each Assignment and Assumption, 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 the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits and subject to the obligations of Sections 3.01, 3.04, 3.05, 10.04 and 10.05 with respect to facts and circumstances
occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note,
the Borrowers (at their 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).


 




    	 	-170-	 



     


    

 


(d)          The
Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s
Office a copy of each Assignment and Assumption 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 and LC Disbursements,
owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be conclusive, absent manifest error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrowers, any Agent and any Lender (solely with
respect to the information as it relates to such Lender), at any reasonable time and from time to time upon reasonable prior notice.
This Section 10.07(d) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered
form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations
(or any other relevant or successor provisions of the Code or of such Treasury regulations).


 


(e)          Any
Lender may at any time sell participations to any Person (other than the Sponsor, any of its Affiliates (other than Debt Fund Affiliates),
Walgreens Co., a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit
of a natural Person), a Defaulting Lender or a Disqualified Institution) (each, a “Participant”) in all or a
portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or
the Loans (including such Lender’s participations in LC 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 Borrowers, the Agents, the Swing Line Lender,
each Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve
any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification described in clauses (a), (b), (c), (e), (f) and (j) of the first proviso to Section 10.01 that
requires the affirmative vote of such Lender. Subject to Section 10.07(f), the Borrowers agree that each Participant shall
be entitled to the benefits and subject to the obligations of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender
(subject, for the avoidance of doubt, to the limitations and requirements of those Sections applying to each Participant as if
it were a Lender and provided that any documentation required to be provided under Section 3.01(d) shall be provided solely to
the participating Lender) and had acquired its interest by assignment pursuant to Section 10.07(c). To the extent permitted
by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided
that such Participant also shall be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation
shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s interest in
the Loans or other obligations under the Loan Documents (the “Participant Register”). The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. The
portion of any Participant Register relating to any Participant or SPC requesting payment from the Borrowers or seeking to exercise
its rights under Section 10.09 shall be available for inspection by the Borrowers or any other Person only to the extent that
such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form
under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the proposed United States Treasury
Regulations. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register. The portion of the Participant Register relating to any Participant requesting payment
from any Borrower under the Loan Documents shall be made available to such Borrower upon reasonable request.


 


(f)           A
Participant shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, unless (i) such entitlement to
a greater payment results from a Change in Law after the sale of the participation to such Participant takes place or (ii) the
sale of the participation to such Participant is made with the Administrative Borrower’s prior written consent. A Participant
shall not be entitled to the benefits of Section 3.01 unless such Participant complies with Sections 3.01(a), (d), (e), (f) and
(h) as though it were a Lender (it being understood that the documentation required under Section 3.01(d) shall be delivered solely
to the participating Lender and, at the time such participant has made a claim under Section 3.01, as necessary to substantiate
a claim for additional amounts pursuant to Section 3.01).


 




    	 	-171-	 



     


    

 


(g)          Any
Lender may, without the consent of the Borrowers or the Administrative Agent, at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender
to a Federal Reserve Bank or to any central bank having jurisdiction over such Lender; provided that no such pledge or assignment
shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.


 


Section
10.08         Confidentiality.


 


Each of the Agents,
the Swing Line Lender, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information, except that
Information may be disclosed (a) to its Affiliates and its and its Affiliates’ limited partners, lenders, investors, managed
accounts, officers, directors, employees, legal counsel, independent auditors, professionals, service providers and other experts
or agents, in each case other than Excluded Affiliates (collectively, “Representatives”) who need to know such
Information (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of
such Information and agree to keep such Information confidential and the Agents and the Lenders shall be principally liable to
the extent any confidentiality restrictions set forth herein are violated by one or more of its Representatives); (b) to the extent
required or requested by any Governmental Authority or self-regulatory authority having or asserting jurisdiction over such Person
(including any Governmental Authority regulating any Lender or its Affiliates), provided that the applicable Agent or such
Lender, as applicable, agrees that it will promptly notify the Administrative Borrower prior to any such disclosure by such Person
(other than at the request of a regulatory authority as part of a regulatory examination) unless such notification is prohibited
by law, rule or regulation; (c) to the extent required by applicable Laws or regulations or by any subpoena or order of any court
or administrative agency or in any pending legal or administrative proceeding or similar legal process, provided that the
applicable Agent or such Lender, as applicable, agrees that it will notify the Administrative Borrower in advance of any such disclosure
by such Person (except with respect to any routine audit or examination conducted by bank accountants or regulatory authority exercising
routine examination or regulatory authority) unless such notification is prohibited by law, rule or regulation; (d) to any other
party to this Agreement; (e) subject to an agreement containing provisions at least as restrictive as those of this Section 10.08
(or as may otherwise be reasonably acceptable to the Administrative Borrower), to any assignee of or Participant in, or any prospective
assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee or potential Lender
invited to be an Additional Lender (except, in each case, to the extent the Administrative Borrower has declined to consent to
such assignment), or any actual or prospective direct or indirect counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrowers and their obligations; (f) with the written consent of the Administrative Borrower; (g) to the extent
such Information becomes publicly available other than as a result of a breach of this Section 10.08 or other obligation of
confidentiality owed to the Borrowers or the Sponsor or any of their respective Affiliates; (h) to any rating agency when required
by it on a customary basis and after consultation with the Administrative Borrower (it being understood that, prior to any such
disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Loan Parties and
their Subsidiaries received by it from such Lender) or to the CUSIP Service Bureau or any similar organization; (i) in connection
with the exercise of any remedies hereunder, under any other Loan Document or the enforcement of its rights hereunder or thereunder;
(j) to the extent that such information is independently developed by the applicable Agent or its Affiliates (other than any Excluded
Affiliates) or the applicable Lender or its Affiliates in each case so long as not based on information obtained in a manner that
would otherwise violate this Section 10.08, (k) for purposes of establishing a “due diligence” defense; or (l) to market
data collectors, similar services providers to the lending industry, and service providers to the Arrangers and the Lenders in
connection with the administration and management of this Agreement; provided that, in each case, no disclosure shall be
made to any Disqualified Institution. In addition, the Agents and the Lenders may disclose the existence of this Agreement and
information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers
to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents,
the Commitments, and the Credit Extensions; provided that such Person is advised and agrees to be bound by the provisions of this
Section 10.08.


 


For purposes of this
Section, “Information” means all information received from any Loan Party or any Subsidiary thereof relating
to any Loan Party or any Subsidiary thereof, their respective businesses and their respective Affiliates and their Affiliates’
directors, officers, employees, trustees, investments advisors or agents, other than any such information that is available to
the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof
other than as a result of a breach of this Section 10.08.


 




    	 	-172-	 



     


    

 


Each of the Agents
and the Lenders acknowledges that (a) the Information may include Material Non-Public Information, (b) it has developed compliance
procedures regarding the use of Material Non-Public Information and (c) it will handle such Material Non-Public Information in
accordance with applicable Law, including United States federal and state securities Laws. The provisions of this paragraph shall
not affect any Borrowers’ obligations under the last paragraph of Section 6.02.


 


Section
10.09        Setoff.


 


In addition to any rights and remedies
of the Lenders provided by Law, upon the occurrence and during the continuance of any Event of Default, each Lender and its Affiliates
(and the Administrative Agent, in respect of any unpaid fees, costs and expenses payable hereunder) is authorized at any time and
from time to time, without prior notice to the Borrowers, any such notice being waived by the Borrowers (on its own behalf and
on behalf of each Loan Party and each of its Subsidiaries) to the fullest extent permitted by applicable Law, after obtaining the
written consent of the Administrative Agent, to set off and apply any and all deposits (general or special, time or demand, provisional
or final but excluding escrow, payroll, petty cash, trust and tax accounts) at any time held by, and other Indebtedness at any
time owing by, such Lender and its Affiliates or the Administrative Agent to or for the credit or the account of the respective
Loan Parties against any and all Obligations owing to such Lender and its Affiliates or the Administrative Agent hereunder or under
any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender or Affiliate shall
have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or
denominated in a currency different from that of the applicable deposit or Indebtedness; provided that in the event that
any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment,
shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative
Agent, the Issuing Bank(s) and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a
statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of
setoff. Each Lender agrees promptly to notify the Administrative Borrower and the Administrative Agent after any such set off and
application made by such Lender; provided that the failure to give such notice shall not affect the validity of such setoff
and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other
rights and remedies (including other rights of setoff) that the Administrative Agent and such Lender may have at Law. Notwithstanding
anything to the contrary in the foregoing, no Lender shall exercise any right of set off in respect of any Controlled Account other
than the Administrative Agent acting in their capacity as such. Notwithstanding anything to the contrary contained herein or in
any other Loan Document, each Secured Party expressly waives its right of setoff (and any similar right including bankers’
liens) with respect to all lockboxes, deposit accounts and other cash management accounts maintained by any Loan Party and into
which any collections of Governmental Entity Accounts are deposited.


 


Section
10.10        Interest Rate Limitation.


 


Notwithstanding anything
to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or
any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal
of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted
for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount
of interest throughout the contemplated term of the Obligations hereunder.


 




    	 	-173-	 



     


    

 


Section
10.11        Counterparts; Electronic Execution of Assignments and Certain
Other Documents.


 


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


 


The words “execute,”
“execution,” “signed,” “signature,” and words of like import in or related to any document
to be signed in connection with this Agreement and the transactions contemplated hereby (including, without limitation, Assignment
and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall
be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms
approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under
no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative
Agent pursuant to procedures approved by it.


 


Section
10.12        Integration.


 


This Agreement, together
with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and
thereof and supersedes all prior agreements, written or oral, on such subject matter. Subject to Section 10.20 in the event of
any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall
control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other
Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of
the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with
the fair meaning thereof.


 


Section
10.13       Survival of Representations and Warranties.



 


All representations
and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection
herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been
or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative
Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge
of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied (other than contingent indemnification obligations as to which no claim
has been asserted) or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the LC Obligations related
thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank
or such Letter of Credit has been deemed reissued under another agreement acceptable to the applicable Issuing Bank).


 




    	 	-174-	 



     


    

 


Section
10.14       Severability.



 


If any provision of
this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions;
provided that the Lenders shall charge no fee in connection with any such amendment. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting
the foregoing provisions of this Section 10.14, if and to the extent that the enforceability of any provisions in this Agreement
relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent,
the Issuing Bank 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
10.15       GOVERNING LAW.



 


(a)          THIS
AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIM OR CONTROVERSY RELATING TO THE SUBJECT MATTER HEREOF AND THEREOF, WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.


 


(b)          ANY
LEGAL ACTION OR PROCEEDING ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY (BOROUGH
OF MANHATTAN) (OR ANY APPELLATE COURT THEREOF) OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE (OR ANY APPELLATE
COURT THEREOF), AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND AGREES THAT IT WILL NOT COMMENCE OR SUPPORT ANY
SUCH ACTION OR PROCEEDING IN ANOTHER JURISDICTION. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW. EACH LOAN PARTY, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION,
INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.
EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
DOCUMENTS IN THE MANNER PROVIDED FOR NOTICES (OTHER THAN FACSIMILE OR ELECTRONIC MAIL) IN SECTION 10.02. NOTHING IN THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW. FURTHERMORE, NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY IN THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, NOTHING in this Agreement or any other Loan Document or otherwise shall affect any right that ANY SECURED
PARTY may otherwise have to bring any action or proceeding to enforce any award or judgment or exercise any right under the Collateral
Documents or against any Collateral or any other property of any Loan Party in the courts of other forum in which jurisdiction
can be established.


 


Section
10.16         WAIVER OF RIGHT TO TRIAL BY JURY.


 


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


 




    	 	-175-	 



     


    

 


Section
10.17       Binding Effect.



 


This Agreement shall
become effective when (i) it shall have been executed and delivered by the Loan Parties and each other party hereto and (ii) the
Administrative Agent shall have been notified by each Lender, Swing Line Lender and Issuing Bank that each such Lender, Swing Line
Lender and Issuing Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Loan Parties, each
Agent and each Lender and their respective successors and assigns, in each case in accordance with Section 10.07 (if applicable)
and except that no Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written
consent of the Lenders except as permitted by Section 7.04.


 


Section
10.18       USA Patriot Act.



 


Each Lender that is
subject to the USA Patriot Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers
that pursuant to the requirements of the USA Patriot Act and the Beneficial Ownership Regulation, it is required to obtain, verify
and record information that identifies each Loan Party, which information includes the name, address and tax identification number
of such Loan Party and other information regarding such Loan Party that will allow such Lender or the Administrative Agent, as
applicable, to identify such Loan Party in accordance with the USA Patriot Act and the Beneficial Ownership Regulation. This notice
is given in accordance with the requirements of the USA Patriot Act and the Beneficial Ownership Regulation and is effective as
to the Lenders and the Administrative Agent. Each Loan Party shall, promptly following a request by the Administrative Agent, provide
all documentation and other information that the Administrative Agent or any Lender reasonably requests which is required in order
to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the USA Patriot Act and the Beneficial Ownership Regulation.


 


Section
10.19       No Advisory or Fiduciary Responsibility.



 


In connection with
all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof
or of any other Loan Document), each Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding,
that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the other Arranger
are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the
Administrative Agent, the other Arranger and the Lenders, on the other hand, (B) each Loan Party has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Loan Party is capable of evaluating, and understands
and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A)
the Administrative Agent, each other Arranger and each Lenders each is and has been acting solely as a principal and, except as
expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary
for each Loan Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, any other
Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative
Agent, the other Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent nor
any other Arranger nor any Lender has any obligation to disclose any of such interests to the Loan Parties or any of their respective
Affiliates. To the fullest extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against
the Administrative Agent, the other Arranger and the Lenders with respect to any breach or alleged breach of agency or fiduciary
duty in connection with any aspect of any transaction contemplated hereby.


 




    	 	-176-	 



     


    

 


Section
10.20       Intercreditor Agreements.


 


Each Lender hereunder
(a) acknowledges that it has received a copy of the Intercreditor Agreements, (b) agrees that it will be bound by and
will take no actions contrary to the provisions of the Intercreditor Agreements and (c) authorizes and instructs the Administrative
Agent to enter into the Intercreditor Agreements as Administrative Agent and on behalf of such Lender. The foregoing provisions
are intended as an inducement to the lenders under the First Lien Financing Documents, Second Lien Financing Documents and any
documentation governing other parity lien or junior lien Indebtedness permitted to be incurred hereunder to extend credit to the
Loan Parties and such lenders are intended third party beneficiaries of such provisions. In the event of any conflict or inconsistency
between the provisions of any Intercreditor Agreement and this Agreement, the provisions of such Intercreditor Agreement shall
control. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, prior to the payment in full
of the First Lien Obligations to the extent that any Loan Party is required to give physical possession over any Collateral (other
than ABL Priority Collateral) to the Administrative Agent under this Agreement or the other Loan Documents, such requirement to
give possession shall be satisfied if such Collateral is delivered to and held by the First Lien Agent pursuant to the ABL Intercreditor
Agreement or any other applicable Intercreditor Agreement entered into after the Closing Date.


 


Section
10.21       Acknowledgment and Consent to Bail-In of EEA Financial Institutions.


 


Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party
hereto acknowledges that any liability of any 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:


 


(1)         
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


 


(2)          the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(a)        a
reduction in full or in part or cancellation of any such liability;


 


(b)        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


 


(c)        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 10.22         Acknowledgement
Regarding Any Supported QFCs.


 


To the extent that
the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument
that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”),
the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation
under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together
with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported
QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC
may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the
United States):


 




    	 	-177-	 



     


    

 


(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).


 


Article
XI.

GUARANTEE


 


Section
11.01        The Guarantee.



 


Each Guarantor hereby
jointly and severally with the other Guarantors guarantees, as a primary obligor and not as a surety, to each Secured Party and
their respective successors and permitted assigns, the prompt payment in full when due (whether at stated maturity, by required
prepayment, declaration, demand, by acceleration or otherwise) of (a) the principal of and interest (including any interest, fees,
costs or charges that would accrue but for the provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency
petition under Title 11 of the United States Code and (ii) any other Debtor Relief Laws) on the Loans made by the Lenders to, and
the Notes held by each Lender of, the Borrowers (or, in the case of such guarantee by a Guarantor that is also a Borrower, on the
Loans made by the Lenders to, and the Notes held by each Lender of, each other Borrower), and (b) all other Secured Obligations
from time to time owing to the Secured Parties by the Loan Parties under any Loan Document or Secured Hedge Agreement (all such
obligations described in clauses (a) and (b), including any future increases in the amounts thereof, being herein collectively
called the “Guaranteed Obligations”); provided, however, that Guaranteed Obligations shall exclude
all Excluded Swap Obligations. The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantor(s) shall
fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the
Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of
time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended
maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.


 




    	 	-178-	 



     


    

 


Section
11.02        Obligations Unconditional.



 


The obligations of
the Guarantors under Section 11.01 shall constitute a guaranty of payment and to the fullest extent permitted by applicable
Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity
or enforceability of the Guaranteed Obligations of the Borrowers under this Agreement, the Notes, if any, or any other agreement
or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for
any of the Guaranteed Obligations, and, to the extent permitted by applicable Law irrespective of any other circumstance whatsoever
that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full).
Without limiting the generality of the foregoing, to the extent permitted by applicable Law, it is agreed that the occurrence of
any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute,
irrevocable and unconditional under any and all circumstances as described above:


 


(i)           at
any time or from time to time, without notice to the Guarantors, to the extent permitted by Law, the time for any performance of
or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;


 


(ii)          any
of the acts mentioned in any of the provisions of this Agreement or the Notes, if any, or any other agreement or instrument referred
to herein or therein shall be done or omitted (including incurring any increase or decrease in the principal amount of the Guaranteed
Obligations or the rate of interest or the fees thereon);


 


(iii)         the
maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any
respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended
or waived in any respect or any other guarantee of any of the Guaranteed Obligations or except as permitted pursuant to Section 11.09,
any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;


 


(iv)         any
Lien or security interest granted to, or in favor of, any Lender, an Issuing Bank or Agent as security for any of the Guaranteed
Obligations shall fail to be perfected; or


 


(v)          the
release of any other Guarantor pursuant to Section 11.09.


 


The Guarantors hereby
expressly waive (to the fullest extent permitted by Law) diligence, presentment, demand of payment, protest and, to the extent
permitted by Law, all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed
against the Borrowers under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein,
or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive,
to the extent permitted by Law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of
the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee,
and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance
upon this Guarantee, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to
have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable
and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any
time or from time to time held by Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be
conditioned or contingent upon the pursuit by the Secured Parties or any other Person at any time of any right or remedy against
the Borrowers or against any other Person which may be or become liable in respect of all or any part of the Guaranteed Obligations
or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in
full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and the successors and
permitted assigns thereof, and shall inure to the benefit of the Lenders, and their respective successors and permitted assigns,
notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.


 




    	 	-179-	 



     


    

 


Section
11.03        Reinstatement.



 


The obligations of
the Guarantors under this Article XI shall be automatically reinstated if and to the extent that for any reason any payment by
or on behalf of the Borrowers or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.


 


Section
11.04       Subrogation; Subordination.



 


Each Guarantor hereby
agrees that until the payment and satisfaction in full in cash of all Guaranteed Obligations (other than contingent indemnification
obligations as to which no claim has been asserted) and the expiration and termination of the Commitments of the Lenders under
this Agreement it shall subordinate any claim and shall not exercise any right or remedy, direct or indirect, arising by reason
of any performance by it of its guarantee in Section 11.01, whether by subrogation or otherwise, against the Borrowers or
any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness
of any Loan Party to any Non-Loan Party permitted pursuant to 7.03(b) or (d) shall be subordinated to such Loan Party’s Secured
Obligations in the manner set forth in the Intercompany Note evidencing such Indebtedness.


 


Section
11.05       Remedies.



 


The Guarantors jointly
and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrowers under this Agreement and
the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have
become automatically due and payable in the circumstances provided in Section 8.02) for purposes of Section 11.01, notwithstanding
any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and
payable) as against the Borrowers and that, in the event of such declaration (or such obligations being deemed to have become automatically
due and payable), such obligations (whether or not due and payable by the Borrowers) shall forthwith become due and payable by
the Guarantors for purposes of Section 11.01.


 


Section
11.06       Instrument for the Payment of Money.



 


Each Guarantor hereby
acknowledges that the guarantee in this Article XI constitutes an instrument for the payment of money, and consents and agrees
that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder,
shall have the right to bring a motion-action under New York CPLR Section 3213.


 


Section
11.07       Continuing Guarantee.



 


The guarantee in this
Article XI is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.


 


Section
11.08       General Limitation on Guarantee Obligations.


 


In any action or proceeding
involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign
bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor
(other than the Borrowers) under Section 11.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable,
or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 11.01, then,
notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor,
any Loan Party or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability
under this Guaranty and the right of contribution established in Section 11.10) that is valid and enforceable and not subordinated
to the claims of other creditors as determined in such action or proceeding.


 




    	 	-180-	 



     


    

 


Section
11.09       Release of Guarantors.



 


If, in compliance with
the terms and provisions of the Loan Documents, (i) any Guarantor that is a Restricted Subsidiary of a Loan Party ceases to
be a Restricted Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Guarantor becomes an Excluded Subsidiary
or (iii) subject to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in writing by the Required
Lenders (any such Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”), such Released
Guarantor shall upon the consummation of the related transaction, change in status, request, approval, authorization or ratification
be (in the case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative
Agent pursuant to appropriate documentation following a written request from the Administrative Borrower to the Administrative
Agent requesting such release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof)
and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral
Document and, in the case of a sale of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party,
the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released,
and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as any Agent shall
reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this
Section 11.09 in accordance with the relevant provisions of this Agreement and the Collateral Documents; provided,
that no such release shall occur, and no such Guarantor shall constitute a Released Guarantor, if (x) such Guarantor continues
to be a guarantor in respect of any other Obligations, any First Lien Obligation or any Second Lien Obligations or any Junior Financing
or (y) such Guarantor continues to constitute a Subsidiary of the Parent Borrower and becomes an Excluded Subsidiary under clause
(a) of the definition thereof unless (i) no Event of Default shall have occurred and be continuing at the time such Guarantor becomes
an Excluded Subsidiary under clause (a) of the definition thereof and (ii) after giving Pro Forma Effect to such release and the
consummation of the transaction that causes such Person to become an Excluded Subsidiary under clause (a) of the definition thereof,
the Borrowers and Restricted Subsidiaries shall be deemed to have made an Investment in, or a Restricted Payment in respect of,
as applicable, such Person (as if such Person were then newly acquired or formed) and such Investment or Restricted Payment is
permitted hereunder at such time.


 


When all Commitments
hereunder have terminated, and all Loans or other Obligations hereunder (other than contingent indemnification obligations as to
which no claim has been asserted) have been paid or satisfied in full, 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 Issuing Bank has been put in place or such Letter of Credit has been
deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank), this Agreement and the Guarantees
made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such repayment
pursuant to the terms of this Agreement.


 


Section
11.10       Right of Contribution.



 


Each Guarantor hereby
agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such
Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid
its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions
of Section 11.04. The provisions of this Section 11.10 shall in no respect limit the obligations and liabilities of any
Guarantor to the Administrative Agent, the Issuing Bank(s), the Swing Line Lender and the Lenders, and each Guarantor shall remain
liable to the Administrative Agent, the Issuing Bank(s), the Swing Line Lender and the Lenders for the full amount guaranteed by
such Guarantor hereunder.


 


Section
11.11       Keepwell.



 


Each Qualified ECP
Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support
as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of any
Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 11.11
for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 11.11,
or otherwise under this Agreement, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and
not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 11.11 shall remain in full force
and effect until the payment in full and discharge of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this
Section 11.11 constitute, and this Section 11.11 shall be deemed to constitute, a “keepwell, support, or other agreement”
for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 




    	 	-181-	 



     


    

 


Section
11.12       Independent Obligation.


 


The obligations of
each Guarantor hereunder are independent of the obligations of any other Guarantor, any other party or the Borrowers, and a separate
action or actions may be brought and prosecuted against such Guarantor whether or not action is brought against any other Guarantor,
any other party or the Borrowers and whether or not any other Guarantor, any other party or the Borrowers be joined in any such
action or actions.


 


[Signature Pages


 




    	 	-182-	 



     


    

 


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


 


	 	HC GROUP HOLDINGS II, LLC, as the Initial Borrower
	 	 	      
	 	By: 	/s/ Michael Shapiro
	 	 	Name: Michael Shapiro
	 	 	Title: President, Chief Financial Officer and Treasurer
	 	 
	 	BIOSCRIP, INC., as the Parent Borrower
	 	 	 
	 	By:	/s/ Michael Shapiro
	 	 	Name: Michael Shapiro
	 	 	Title: Chief Financial Officer


 


[Signature Page to ABL Opal Credit
Agreement]


 




     


     


    

 


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


 


[Signature Page to ABL Opal Credit
Agreement]


 




     


     


    

 


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


 


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



 


[Signature Page to ABL Opal Credit
Agreement]


 




     


     


    

 


	 	BANK OF AMERICA, N.A., as Administrative Agent and as Issuing Bank, Swing Line Lender and a Lender
	 	 	 
	 	By:	/s/ Daniel K. Clancy
	 	 	Name:  Daniel K. Clancy
	 	 	Title: Senior Vice President


 


[Signature Page to ABL Opal Credit
Agreement]


 







     


     


    

 


	 	ACF FINCO I LP, as a Lender
	 	 	 
	 	By:	/s/ Oleh Szczupak
	 	 	Name: Oleh
    Szczupak
	 	 	Title: Vice President


 


[Signature Page to Opal Credit
Agreement]


 




     


     


    




 


EXHIBIT A


 


FORM OF COMMITTED LOAN NOTICE


 


Date: _________, _____


 


		To:	Bank of America, N.A., as Administrative Agent



2380 Performance Drive




Building C, TX2-984-04-22


Richardson, TX 75082


Attention: Sarah Lee, Credit Services Representative


 


Ladies and Gentlemen:


 


Reference is made
to the ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC (formerly known as Beta
Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and
immediately after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation of the Debt
Assumption, the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company”
and, upon the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party thereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Issuing Bank
and Swing Line Lender and the Lenders and other parties from time to time party thereto. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The Administrative
Borrower hereby requests (select one):


 


	 ̈	A Borrowing of new Loans (the “Borrowing”)	 	 
	 	 	 	 
	 ̈	A conversion of Loans made on	 	 
	 	 	 	 
	OR	 	 	 
	 	 	 	 
	 ̈	A continuation of Eurocurrency Rate Loans made on to be made on the
terms set forth below:	 	 


  


	(A)	Class of Borrowing1	 	 
	 	 	 	 
	(B)	Date of Borrowing, conversion or	 	 
	 	continuation (which is a Business Day)	 	 


 





 






		1	E.g., Revolving Credit Loans under the Initial Revolving Credit Commitments, Extended Revolving Credit Loans or Incremental
Revolving Credit Loans



 




     

     


    

 


	(C)	Principal amount2	 	 
	 	 	 	 
	(D)	Type of Loan3	 	 
	 	 	 	 
	(E)	Interest Period and the last day thereof4	 	 
	 	 	 	 
	(F)	Applicable Borrower (the “Borrower”) receiving the proceeds	 	 
	 	 	 	 
	(G)	Wire instructions for Borrower account(s) and amount of requested Borrowing:5	 	 
	 	 	 	 
	(H)	Borrowing Base as of the date hereof:	 	 


 


[Except in respect
of any conversion or continuation of a Borrowing, the undersigned hereby represents and warrants to the Administrative Agent and
the Lenders that the conditions to lending specified in Section 4.02 of the Credit Agreement will be satisfied as of the date of
the Borrowing set forth above.]6


 


[The Borrowings contemplated
by this Committed Loan Notice are conditioned upon the closing of the Credit Agreement.]7


 


[The remainder of this page is intentionally
left blank.]


 





 






		2	Eurocurrency borrowings to be in an increment of $500,000 or a whole multiple of $500,000 in excess thereof.



 


		3	Specify Eurocurrency Rate or Base Rate. If Base Rate and an Agent Advance, please specify as such.



 


		4	Applicable for Eurocurrency Rate Loan Borrowings only. If no Interest Period is specified, it will be deemed to be an Interest
Period of one (1) month.



 


		5	Wiring instructions apply only to Borrowings after the Closing Date.



 


		6	Applies only to the Borrowings after the Closing Date.



 


		7	Applies only to the Borrowings on the Closing Date.



 




     

     


    

 


	 	[HC GROUP HOLDINGS II, LLC]8
	 	 	 
	 	By:	 
	 	Name:	                        
	 	Title:	 
	 	 	 
	 	[BIOSCRIP, INC.]9
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 





 






		8	Applies only to the Borrowings on the Closing Date.



 


		9	Applies only to the Borrowings after the Closing Date.



 




     

     


    

 


EXHIBIT B


 


SWING LINE LOAN NOTICE


 


Date: _________, _____


 


		To:	Bank of America, N.A., as Administrative Agent

                                                               2380 Performance Drive




Building C, TX2-984-04-22


Richardson, TX 75082


Attention: Sarah Lee, Credit Services Representative


 


Ladies and Gentlemen:


 


Reference is made
to the ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC (formerly known as Beta
Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and
immediately after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation of the Debt
Assumption, the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company”
and, upon the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party thereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Issuing Bank
and Swing Line Lender and the Lenders and other parties from time to time party thereto. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The Administrative
Borrower hereby requests a Borrowing of Swing Line Loans to be made on the terms set forth below:


 


	(A)	Date of Borrowing, conversion or continuation (which is a Business Day)	 	 
	 	 	 	 
	(B)	Principal amount	 	 
	 	 	 	 
	(C)	Applicable Borrower (the “Borrower”) receiving the proceeds	 	 
	 	 	 	 
	(D)	Wire instructions for Borrower account(s) and amount of requested Borrowing:	 	 
	 	 	 	 
	(E)	Borrowing Base as of the date hereof:	 	 


 


The undersigned hereby
represents and warrants to the Administrative Agent and the Lenders that the conditions to lending specified in Section 4.02 of
the Credit Agreement will be satisfied as of the date of the Borrowing set forth above.


 


[The remainder of this page is intentionally
left blank.]


 




     

     


    

 


	 	BIOSCRIP, INC.
	 	 	 
	 	By:	                            
	 	Name:	 
	 	Title:	 


 




     

     


    

 


EXHIBIT C-1


 


FORM OF REVOLVING CREDIT NOTE


 


	LENDER: [____]	[New York, New York]
	PRINCIPAL AMOUNT: $[____]	[Date]


 


FOR VALUE RECEIVED,
the undersigned (the “Borrowers”) hereby promise to pay to the Lender set forth above (the “Lender”)
or its registered assigns, in lawful money of the United States of America in immediately available funds at the Administrative
Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it
in the ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC (formerly known as Beta
Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and
immediately after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation of the Debt
Assumption, the “Initial Borrower”), the Parent Borrower, the other Borrowers party thereto from time to time,
the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender
and the Lenders and other parties from time to time party thereto), (i) on the dates set forth in the Credit Agreement, the aggregate
unpaid principal amounts of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to the Credit Agreement and
(ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal
amount of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to the Credit Agreement.


 


The Borrowers hereby
promise to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due
dates, in each case, at the rate or rates provided in the Credit Agreement.


 


The Borrowers hereby
waive diligence, presentment, demand, protest and notice of any kind whatsoever, subject to entry in the Register. The non-exercise
by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.


 


All borrowings evidenced
by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall
be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however,
that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of
the Borrowers under this note.


 


This note is one
of the Revolving Credit Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration
of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior
to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions
therein specified.


 




     

     


    

 


THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS REVOLVING CREDIT NOTE MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.


 


THIS NOTE AND
ANY CLAIM OR CONTROVERSY RELATION TO THE SUBJECT MATTER HEREOF, WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


[The remainder of this page is intentionally
left blank.]


  




     

     


    

 


	 	[HC GROUP HOLDINGS II, LLC
	 	 	 
	 	By:	 
	 	Name:	                                
	 	Title:]1	 
	 	 	 
	 	BIOSCRIP, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 





 






		1	To be included for any notes issued on the Closing Date.



 




     

     


    

 


LOANS AND PAYMENTS


 


	Date	 	Type of Loan

        Made
	 	Amount
    of

 Loan	 	Payments
    of

    Principal/

    Interest	 	Principal

    Balance of Note	 	Name
    of Person

    Making the

    Notation


 




     

     


    

 


EXHIBIT C-2


 


FORM OF SWING LINE NOTE


 


	LENDER: [_____]	[New York, New York]
	PRINCIPAL AMOUNT: $[_____]	[Date]


 


FOR VALUE RECEIVED,
the undersigned (the “Borrowers”) hereby promise to pay to the Lender set forth above (the “Lender”)
or its registered assigns, in lawful money of the United States of America in immediately available funds at the Administrative
Agent’s Office (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it
in the ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC (formerly known as Beta
Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and
immediately after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation of the Debt
Assumption, the “Initial Borrower”), the Parent Borrower, the other Borrowers party thereto from time to time,
the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender
and the Lenders and other parties from time to time party thereto), (i) on the dates set forth in the Credit Agreement, the principal
amounts set forth in the Credit Agreement with respect to Swing Line Loans made by the Lender to the Borrowers pursuant to the
Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement
on the unpaid principal amount of all Swing Line Loans made by the Lender to the Borrowers pursuant to the Credit Agreement.


 


The Borrowers hereby
promise to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due
dates, in each case, at the rate or rates provided in the Credit Agreement.


 


The Borrowers hereby
waive diligence, presentment, demand, protest and notice of any kind whatsoever, subject to entry in the Register. The non-exercise
by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.


 


This note is one
of the Swing Line Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration
of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior
to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions
therein specified.


 


THIS NOTE MAY
NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS SWING LINE NOTE MUST BE RECORDED
IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.


 


THIS NOTE AND
ANY CLAIM OR CONTROVERSY RELATION TO THE SUBJECT MATTER HEREOF, WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE, SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


[The remainder of this page is intentionally
left blank.]


 




     

     


    

 


	 	BIOSCRIP, INC.
	 	 	 
	 	By:	                               
	 	Name:	 
	 	Title:	 


 




     

     


    

 


EXHIBIT D-1


 


FORM OF COLLATERAL ACCESS AGREEMENT


 


This COLLATERAL ACCESS
AGREEMENT (this “Agreement”) is entered into by [NAME OF LANDLORD] (“Landlord”), to and for
the benefit of BANK OF AMERICA, N.A. as collateral agent for the Secured Parties (as defined in the Collateral Agreement referred
to below) (in such capacity and together with any successor thereto or permitted assigns, the “Collateral Agent”).
Unless otherwise defined herein, all capitalized terms used herein and defined in the ABL Credit Agreement referred to below shall
be used herein as therein defined.


 


RECITALS:


 


WHEREAS, Landlord
is the record title holder and owner of certain real property located at [ADDRESS OF PROPERTY] (the “Real Property”);


 


WHEREAS, [NAME
OF TENANT], a [JURISDICTION OF INCORPORATION/FORMATION] (“Tenant”), has possession of and occupies all or a
portion of the Real Property (the “Premises”) in accordance with a lease agreement (as amended, amended and
restated, supplemented or otherwise modified from time to time, the “Lease”);


 


WHEREAS, reference
is made to that certain ABL Credit Agreement, dated as of [ ], 2019 (as it may be amended, amended and restated, supplemented,
extended, refinanced or otherwise modified from time to time, the “Credit Agreement”) among HC Group Holdings
II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (the “Initial Borrower”), BioScrip,
Inc., a Delaware corporation (the “Parent Borrower”), the other borrowers party thereto from time to time, the
guarantors party thereto from time to time, the several banks and other financial institutions from time to time parties thereto
as lenders and as issuing banks, and Bank of America, N.A., as administrative agent and collateral agent, as swingline lender and
as an issuing bank, pursuant to which Tenant has executed that certain ABL Guarantee and Collateral Agreement dated as of [ ],
2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Collateral
Agreement”) made by Holdings, the Parent Borrower (together with any other entity that may become a party thereto as
provided therein, the “Grantors”), in favor of the Collateral Agent and other collateral documents in relation
to the Credit Agreement;


 


WHEREAS, Tenant’s
repayment of (or guaranty of) the extensions of credit made by the Lenders under the Credit Agreement will be secured by substantially
all of the assets of Tenant, including all of the following now or hereafter located on the Premises, (i) all inventory of Tenant,
(ii) all equipment used in Tenant’s business, and (iii) all furniture and all other personal property (the “Collateral”);
and


 


WHEREAS, the
Collateral Agent and the other Secured Parties have requested that Landlord execute this Agreement as a requirement under the Credit
Agreement.


 




     

     


    

 


NOW, THEREFORE,
in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord hereby represents and warrants to, and covenants and agrees with, the Collateral Agent as follows:


  


1.             Landlord
Lien. (a) Landlord hereby (i) waives and releases unto the Collateral Agent and its successors and assigns any and all security
interests created by statute, contract (including the Lease) or by common law and any and all rights granted by or under any present
or future laws to levy, execute or distraint for rent or any other charges which may be due to Landlord against the Collateral,
and any and all other claims, liens and demands of every kind which it now has or may hereafter have against the Collateral (including,
without limitation, any right to include the Collateral in any secured financing that Landlord may become a party to), and (ii)
agrees that any rights, claims or demands it may have in or to the Collateral, no matter how arising (to the extent not effectively
waived pursuant to clause (a)(i) of this paragraph 1), shall be subordinate to the rights of the Collateral Agent in respect thereof.
Landlord acknowledges that the Collateral is and will remain personal property and not fixtures or part of the underlying real
estate even though it may be affixed to or placed on the Premises.


 


(b)       Landlord
further agrees not to assert any claim to the Collateral while Tenant is indebted under (or in respect of) the Credit Agreement.
Landlord acknowledges that the Collateral Agent shall have a first priority security interest in the Collateral and that the Collateral
Agent shall have the right to file and record Uniform Commercial Code financing statements (or local law equivalent) against the
Collateral.


 


2.             Collateral
Agent’s Access. (a) Landlord agrees that while the Lease is in effect (including during any extension or renewal periods)
it will not prevent the Collateral Agent or its designees from entering upon the Premises at all reasonable times to inspect, appraise
or remove the Collateral.


 


(b)       In
the event that Landlord either deems itself entitled to redeem or take possession of the Premises during the term of the Lease
or intends to terminate the Lease prior to the expiration of the term thereof due to a default of Tenant thereunder, Landlord will
deliver notice (the “Termination Notice”) to the Collateral Agent to that effect not less than twenty (20) days
before taking such action. Landlord agrees that within the 90-day period after the Collateral Agent receives the Termination Notice
(the “Disposition Period”), the Collateral Agent shall have the right, but not the obligation, to enter upon
and into the Premises for the purpose of assembling, repossessing, appraising, displaying, removing, preparing for sale or lease,
repairing, transferring, selling (at public or private sale) or otherwise dealing with the Collateral. Landlord further agrees
that during the Disposition Period, Landlord will not interfere with the Collateral Agent’s actions in removing the Collateral
from the Premises or such other of the Collateral Agent’s actions in otherwise enforcing its security interest in the Collateral.
Notwithstanding anything to the contrary in this paragraph, Landlord acknowledges that the Collateral Agent shall at no time have
any obligation to remove the Collateral from the Premises. The Collateral Agent shall not be liable for any diminution in value
of the Premises caused by the absence of the Collateral actually removed or by the need to replace the Collateral after such removal.
For the actual period of occupancy by the Collateral Agent during the Disposition Period, the Collateral Agent will pay to Landlord
a fee equal to the basic rent required to be paid under the Lease by tenant as if the Lease were in full force and effect, pro
rated on a per diem basis based on a thirty (30) day month (provided, that such rent shall exclude any rent adjustments, indemnity
payments, or similar amounts payable under the Lease for default, holdover status or similar charges), to the extent that such
amount is not paid by Tenant.


 




     

     


    

 


(c)       In
entering upon or into the Premises under either clause (a) or (b) set forth above of this paragraph 2, the Collateral Agent hereby
agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, judgments, liabilities, costs and expenses
incurred by Landlord, not as a result of the Landlord’s own gross negligence, willful misconduct or breach and caused solely
by the Collateral Agent entering upon or into the Premises and taking any of the foregoing actions with respect to the Collateral.
Such costs shall include any damage to the Premises made by the Collateral Agent in severing and/or removing the Collateral therefrom
and taking any of the foregoing actions with respect to the Collateral. Additionally, the Collateral Agent shall repair, at its
sole cost and expense, any physical damage to the Premises actually caused by the Collateral Agent’s taking any of the foregoing
actions with respect to the Collateral.


 


3.            Default
Notices. Landlord shall send to the Collateral Agent a copy of any notice of default under the Lease sent by Landlord to Tenant
(the “Default Notice”). Any Default Notice shall state the nature of the default and shall specify the amounts
of rent or other payments provided for that are claimed to be in default.


 


4.             Default
and Cure Rights. Notwithstanding anything to the contrary contained in the Lease, and without thereby assuming Tenant’s
obligations under the Lease, in the event of a default by Tenant under the Lease, the Collateral Agent shall have the right, but
not the obligation, to cure any such default(s) within the later of (a) thirty (30) days following receipt of a Default Notice,
and (b) the last day of the cure period available to Tenant under the terms of the Lease (except with respect to payment default(s),
which cure must be made within the later of (i) fifteen (15) days following receipt of a Default Notice, and (ii) the last day
of the cure period available to Tenant under the terms of the Lease with respect to payment default(s)); provided, however, that
if a non-monetary default cannot reasonably be cured by the Collateral Agent within such thirty (30) day period, the Collateral
Agent shall have such additional period of time as shall be reasonably necessary (at Landlord’s commercially reasonable discretion)
to cure such non-monetary default so long as the Collateral Agent commences such curative measures within such thirty (30) day
period and thereafter proceeds diligently to complete such curative measures.


 


5.            Delivery
of Notices. All notices to the Collateral Agent under this Agreement shall be in writing and sent to the Collateral Agent by
e-mail, by telefacsimile, by United States certified mail, return receipt requested, or by overnight delivery service at the address
set forth on the signature page to this Agreement.


 


6.            Expiration
of Agreement. The provisions of this Agreement shall continue in effect until the earlier of (a) the date on which the Lease
would otherwise terminate absent a Tenant default, and (b) the date upon which the Credit Agreement (including after giving effect
to any refinancing thereof) terminates in accordance with its terms.


 


7.             Governing
Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and shall be construed and
enforced in accordance with, the law of the jurisdiction in which the Premises are located.


 


8.            Successors
and Assigns. The terms and provisions of this Agreement shall inure to the benefit of and be binding upon the successor and
assigns of Landlord (including any successor owner of the Real Property) and the Collateral Agent. Landlord will disclose the terms
and conditions of this Agreement to any purchaser or successor to Landlord’s interest in the Premises.


 


9.            Amendments.
This Agreement may not be changed or terminated except in a writing signed by the Collateral Agent and is binding upon, and inures
to the benefit of, the parties hereto, the Lenders and each of their respective successors and assigns.


 


10.          Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed an original, but together the counterparts
shall constitute one and the same document.


 




     

     


    

 


11.           ABL
Credit Agreement. The parties thereto may, without in any way affecting or limiting this Agreement, and without notice to Landlord,
modify, supplement, restate (in whole or in part), replace or refinance the Credit Agreement or any of the other Loan Documents
thereunder. In the event of any conflict between the terms of this Agreement and the Credit Agreement with regards to the Collateral
Agent, the Credit Agreement shall govern and control.


 


[Signature page follows]


 




     

     


    

 


	 	[NAME OF LANDLORD],
	 	as Landlord
	 	 	 	 
	 	By:	                          
	 	 	Name:	                              
	 	 	Title:	 
	 	 	 	 
	 	Landlord’s Address For Notices:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	Fax: (____) ____


 


	AGREED AND ACCEPTED	 
	 	 	 
	AS OF_______________:	 
	 	 	 
	 	 
	as Tenant	 
	 	 	 
	By:	 	 
	 	Name:                                 	 
	 	Title:	 
	 	 	 
	BANK OF AMERICA, N.A.,	 
	As Collateral Agent	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Collateral Agent’s Address For Notices:	 
	[_________]	 


 


 




     

     


    

 


EXHIBIT D-2


 


FORM OF COMPLIANCE CERTIFICATE1


 


[Date]


 


Reference is made
to the ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC (formerly known as Beta
Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and
immediately after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation of the Debt
Assumption, the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company”
and, upon the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party thereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Issuing Bank
and Swing Line Lender and the Lenders and other parties from time to time party thereto. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Pursuant to Section 6.02(a) of
the Credit Agreement, the undersigned, solely in his/her capacity as a Responsible Officer of the Administrative Borrower, certifies
as follows as of the date hereof: 2


 


[1. Attached hereto as Exhibit
A3 is a consolidated statement of financial condition of the Parent Borrower and its
Subsidiaries as at the end of the fiscal year ended [ ], and the related consolidated statements of income or operations, stockholders’
equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal
year (provided, in no event shall any comparison be required to be furnished to the Administrative Agent with respect to
any period occurring prior to the first day of the fiscal year of the Parent Borrower ended December 31, 2019; provided,
further, in no event shall any prior year comparison financial be required to include information with respect to Omega
and its Subsidiaries prior to the Closing Date), all in reasonable detail and prepared in accordance with GAAP, audited and accompanied
by a report and opinion of [______]4, which report and opinion has been prepared in accordance with generally accepted
auditing standards and is not subject to any “going concern” or like qualification or exception or any qualification
or exception as to the scope of such audit (other than a “going concern” or like qualification or exception as a result
of a prospective or actual default or event of default with respect to any financial covenant (including the Financial Covenant),
or the impending maturity of any Indebtedness). [Also attached hereto as Exhibit A are the related consolidating financial
statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which are not
required to be audited and may be in footnote form only) from such consolidated financial statements.]5]





 





 









		1	The schedules attached to this Exhibit D-1 shall be updated as necessary to reflect any amendment,
restatement, extension, supplement or other modification to the Credit Agreement. Notwithstanding the foregoing, in the event of
any discrepancy between any schedule attached to this Exhibit D-1 and the corresponding terms of the Credit Agreement, the corresponding
terms of the Credit Agreement shall replace such schedule mutatis mutandis.



 


		2	Schedules 1 through 3 set forth in paragraphs 5, 6 and 7 of the actual Compliance Certificate delivered
by the Parent Borrower may differ from this form of Compliance Certificate to the extent necessary to reflect the terms of the
Credit Agreement, as may be amended, restated, amended and restated, supplemented or modified from time to time.



 


		3	Notwithstanding anything to the contrary herein, the obligations in paragraph 1 may be satisfied
with respect to such applicable financial statements by furnishing the Parent Borrower’s Form 10-K or 10-Q, as applicable,
filed with the SEC.



 


		4	May be any independent registered public accounting firm of nationally recognized standing or any
other independent registered public accounting firm approved by the Administrative Agent (such consent not to be unreasonably withheld,
delayed or conditioned).



 





		5	To be included only if there are Unrestricted Subsidiaries.


 




     

     


    

 


[1. Attached hereto as Exhibit
A is a consolidated unaudited statement of financial condition of the Parent Borrower and its Subsidiaries as at the end of
the fiscal quarter ended [ ], and the related unaudited (i) consolidated statements of income or operations for such fiscal quarter
and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for such fiscal quarter and the
portion of the fiscal year then ended[, setting forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the previous fiscal year,]6 all in reasonable detail
(collectively, the “Financial Statements”). Such Financial Statements fairly present in all material respects
the financial condition, results of operations and cash flows of the Parent Borrower and its Restricted Subsidiaries in accordance
with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. Also attached hereto as Exhibit A
are the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted
Subsidiaries (if any) (which are not required to be audited and may be in footnote form only) from such consolidated financial
statements.]7]


 


2.       [Attached
hereto as Exhibit B are the Projections required to be delivered pursuant to Section 6.01(c) of the Credit Agreement. Such
Projections have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed by
the Borrowers to be reasonable at the time such Projections were furnished to the Administrative Agent. Such Projections are not
to be viewed as facts or as a guarantee of performance or achievement of any particular results, are subject to significant uncertainties
and contingencies many of which are beyond the control of the Parent Borrower and its Restricted Subsidiaries, and actual results
may vary from such Projections and such variations may be material and no assurance can be given that the projected results will
be realized.]8


 


3.       [[To
my knowledge, except as otherwise disclosed in writing to the Administrative Agent pursuant to the Credit Agreement, no Default
has occurred and is continuing.] [If unable to provide the foregoing certification, attach an Annex A specifying the details
of each Default that has occurred and is continuing and any action taken or proposed to be taken with respect thereto.]


 


4.       Attached
hereto as Schedule 1 is a calculation of the Consolidated Fixed Charge Leverage Ratio as of the end of the most recent Test
Period, which calculation is true and correct in all material respects.


 


5.       Attached
hereto as Schedule 2 is the information required to be delivered pursuant to Section 6.02(d) of the Credit Agreement.9


 


[The remainder of this page is intentionally
left blank.]


 





 









		6	No comparison to any period prior to the Closing Date shall be required.



 


		7	To be included only if there are Unrestricted Subsidiaries.



 


		8	To be included only in annual compliance certificates beginning with the fiscal year ended December 31, 2019.



 


		9	To include a list of each Subsidiary of the Borrowers that identifies each Subsidiary as a Restricted
Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate (to the extent that there have
been any changes in the identity or status as a Restricted Subsidiary or Unrestricted Subsidiary of any such Subsidiaries since
the later of the Closing Date or the most recent list provided).



 




     

     


    

 


IN WITNESS
WHEREOF, the undersigned, solely in his/her capacity as a Responsible Officer of the Parent Borrower, has executed this certificate
for and on behalf of the Parent Borrower, and has caused this certificate to be delivered as of the date first set forth above.


 


	 	BIOSCRIP, INC.
	 	 	 
	 	By:	                             
	 	Name:	 
	 	Title:	 


 




     

     


    

  


EXHIBIT D-2


FORM OF SOLVENCY CERTIFICATE


 


[          ]


 


This Solvency Certificate
is being executed and delivered pursuant to Section 4.01(a)(viii) of that certain First Lien Credit Agreement, dated as of August
6, 2019, by and among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger
Sub 2” through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness
of the Credit Agreements (as defined below) until the consummation of the Debt Assumption, the “Initial Borrower”),
BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the
“Parent Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from time
to time, Bank of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto (the
“First Lien Credit Agreement”) and Section 4.01(a)(viii) of that certain ABL Credit Agreement, dated as of August
6, 2019, among the Borrowers, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Swing
Line Lender and Issuing Bank and the Lenders and other parties from time to time party thereto (the “ABL Credit Agreement”
and, together with the First Lien Credit Agreement, collectively, the “Credit Agreements” and each a “Credit
Agreement”); the terms defined therein being used herein as therein defined.


 


I, [●],
the [chief financial officer/equivalent officer] of each of the Parent Borrower, solely in such capacity and not
in an individual capacity, hereby certify that I am the [chief financial officer/equivalent officer] of the Parent
Borrower and that I am generally familiar with the business and assets of the Parent Borrower and its Subsidiaries (taken as a
whole), I have made such other investigations and inquiries as I have deemed appropriate and I am duly authorized to execute this
Solvency Certificate on behalf of the Parent Borrower pursuant to each of the Credit Agreements.


 


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


 


[Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, the undersigned has executed this Solvency
Certificate in such undersigned’s capacity as [chief financial officer] of the Parent Borrower, on behalf of the Parent Borrower,
and not individually, as of the date first stated above.


 


	 	BIOSCRIP, INC.
	 	 
	 	By:	                      
	 	Name:	 
	 	Title:	 


 




     


     


    

 


EXHIBIT E


 


FORM OF ASSIGNMENT AND ASSUMPTION


 


This Assignment and
Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”)
and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood
and agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions for Assignment set forth in
Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption
as if set forth herein in full.


 


For an agreed consideration,
[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard
Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below
(i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective
capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the
respective Assignors] under the respective Facilities identified below and (ii) to the extent permitted to be assigned under applicable
law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors
(in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with
the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or
in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant
to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses
(i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and
assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by [the][any] Assignor. Bank of America, acting solely as Administrative Agent, shall record this Assignment
and Assumption in the Register as of the Effective Date.


 


	1.	Assignor[s]:	 
	 	 	 
	 	 	 


 





 






		1	For bracketed language here and elsewhere in this form
relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment
is from multiple Assignors, choose the second bracketed language.



 


		2	For bracketed language here and elsewhere in this form
relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment
is to multiple Assignees, choose the second bracketed language.



 


		3	Select as appropriate.



 


		4	Include bracketed language if there are either multiple
Assignors or multiple Assignees.



 




     


     


    

 


	2.	Assignee[s]:	 
	 	 	 
	 	 	 


 


[for each Assignee, indicate if [Affiliate][Approved
Fund] of [identify Lender]]


 


	3.	Affiliate Status:	The Assignee [is] [is not] a Debt Fund Affiliate
	 	 	 
	4.	Borrower:	BioScrip, Inc. (the “Administrative Borrower”)
	 	 	 
	5.	Administrative Agent:	Bank of America, N.A., including any successor thereto, as the administrative agent (the “Administrative Agent”) under the Credit Agreement
	 	 	 
	6.	Credit Agreement:	The ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation of the Debt Assumption, the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender and the Lenders and other parties from time to time party thereto.
	 	 	 
	7.	Assigned Interest:	 


 


	 	 	 	 	 	 	Aggregate	 		 	Percentage	 	 	 
	 	 	 	 	 	 	Amount of	 	Amount of	 	Assigned of	 	 	 
	 	 	 	 	 	 	Commitment/Loans	 	Commitment/Loans	 	Commitment/	 	 	 
	 	 	 	 		 	for all Lenders of	 	Assigned of	 	Loans of	 		 
		 		 	Facility	 	Facility subject to	 	Facility subject to	 	Facility subject	 	CUSIP	 
	 Assignor[s]5	 	Assignee[s]6	 	 Assigned7	 	Assignment8	 	Assignment	 	to Assignment 9	 	Number	 
	 	 		 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	_____________	 	$	_____________	 	$	_____________	 	_____________	 %	 	 
	 	 	 	 	_____________	 	$	_____________	 	$	_____________	 	_____________	 %	 	 
	 	 	 	 	_____________	 	$	_____________	 	$	_____________	 	_____________	 %	 	 





 





 






		5	List each Assignor, as appropriate.



 


		6	List each Assignee, as appropriate.



 


		7	Fill in the appropriate terminology for the classes of
Facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Revolving Credit
Loans”, “Extended Revolving Credit Loans”, “Incremental Revolving Credit Loans”, etc.).



 


		8	Amounts in this column and in the column immediately
to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date
and the Effective Date.



 


		9	Set forth, to at least 9 decimals, as a percentage of
the Commitment/Loans of all Lenders thereunder.



 




     


     


    

 


 


	[8.	Trade Date:	_______________]10


 


Effective Date: ____________________, 20 ___[TO BE INSERTED BY THE ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]


 





 














		10	To be completed if the Assignor and the Assignee intend
that the minimum assignment amount is to be determined as of the Trade Date.



 




     


     


    

 


The terms set forth in this Assignment and Assumption
are hereby agreed to:


 


	 	ASSIGNOR
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	By:	        
	 		Name:
	 		Title:


 


	 	ASSIGNEE
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	By:	          
	 		Name:
	 		Title:


 


[Consented to and]11 Accepted for Recordation
in the Register:


 


BANK OF AMERICA, N.A., as Administrative Agent


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	[Consented to]:12	 
	 	 
	BIOSCRIP, INC.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


 






		11	To be added only if the consent of the Administrative
Agent is required by the terms of the Credit Agreement.



 


		12	To be added only if the consent of the Administrative
Borrower is required by the terms of the Credit Agreement.



 




     


     


    

 


ANNEX 1


TO ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


1.          Representations
and Warranties.


 


1.1.          Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to
(i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated
in respect of any Loan Document or (iv) the performance or observance by the Borrowers, any of their Subsidiaries or Affiliates
or any other Person of any of their respective obligations under any Loan Document.


 


1.2.          Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(a) of the Credit Agreement
(subject to such consents, if any, as may be required under Section 10.07(b) of the Credit Agreement), (iii) from and after the
Effective Date referred to in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a
Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the][such] Assigned Interest
and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced
in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the
opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01(a) (b) thereof, as applicable,
and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii)
attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but
not limited to any documentation required pursuant to Section 3.01 of the Credit Agreement, duly completed and executed by [the][such]
Assignee and (viii) it is not a Disqualified Institution; (b) agrees that (i) it will, independently and without reliance upon
the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and
(ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender; and (c) appoints and authorizes the Administrative Agent to take such action on its behalf
and to exercise such powers under the Credit Agreement and the other Loan Documents (including any Intercreditor Agreement) as
are delegated to or otherwise conferred upon the Administrative Agent by the terms thereof, together with such powers as are reasonably
incidental thereto.


 




     


     


    

 


2.          Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest
(including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued
to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective
Date.


 


3.          General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective permitted successors and assigns. This Assignment and Assumption may be executed in any number of counterparts (and
by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together
shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by
telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment
and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of
New York. This Assignment and Assumption shall not be effective until recorded in the Register.


 




     


     


    

 


EXHIBIT F


 


FORM OF SECURITY AGREEMENT


 


[attached]


 


 




     


     


    

 


Execution Version


 








 



 


ABL SECURITY AGREEMENT


 


dated as of


 


August 6, 2019


 


among


 


THE GRANTORS IDENTIFIED HEREIN,


 


and


 


BANK OF AMERICA, N.A.,


as Administrative Agent


 





 



 




     


     


    

 


TABLE OF CONTENTS


 


 


	 	 	Page
	 	ARTICLE I.	 
	 	 	 
	 	Definitions	 
	Section 1.01.	Credit Agreement; Uniform Commercial Code	2
	Section 1.02.	Other Defined Terms	2
	 	 	 
	 	ARTICLE II.	 
	 	 	 
	 	Pledge of Securities	 
	 	 	 
	Section 2.01.	Pledge	5
	Section 2.02.	Delivery of the Pledged Securities	6
	Section 2.03.	Representations, Warranties and Covenants	6
	Section 2.04.	Certification of Limited Liability Company and Limited Partnership Interests  	8
	Section 2.05.	Registration in Nominee Name; Denominations	8
	Section 2.06.	Voting Rights; Dividends and Interest	9
	 	 	 
	 	ARTICLE III.	 
	 	 	 
	 	Security Interests in Personal Property	 
	 	 	 
	Section 3.01.         	Security Interest	11
	Section 3.02.	Representations and Warranties	13
	Section 3.03.	Covenants	16
	 	 	 
	 	ARTICLE IV.	 
	 	 	 
	 	Remedies	 
	 	 	 
	Section 4.01.	Remedies Upon Default	19
	Section 4.02.	Application of Proceeds	21
	Section 4.03.	Grant of License to Use Intellectual Property	22
	 	 	 
	 	ARTICLE V.	 
	 	 	 
	 	Subordination	 
	 	 	 
	Section 5.01.	Subordination	22


 




     -i-


     


    

 


	 	 	Page
	 	 	 
	 	ARTICLE VI.	 
	 	 	 
	 	Miscellaneous	 
	 	 	 
	Section 6.01.	Notices	23
	Section 6.02.	Waivers; Amendment	23
	Section 6.03.	Administrative Agent’s Fees and Expenses; Indemnification	24
	Section 6.04.	Successors and Assigns	24
	Section 6.05.	Survival of Agreement	24
	Section 6.06.	Counterparts; Effectiveness; Several Agreement	25
	Section 6.07.	Severability	25
	Section 6.08.	Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process	25
	Section 6.09.	Headings	25
	Section 6.10.	Security Interest Absolute	25
	Section 6.11.	Termination or Release	26
	Section 6.12.	Additional Grantors	27
	Section 6.13.	Administrative Agent Appointed Attorney-in-Fact	27
	Section 6.14.	General Authority of the Administrative Agent	28
	Section 6.15.	Reasonable Care	28
	Section 6.16.	Delegation; Limitation	28
	Section 6.17.	Reinstatement	28
	Section 6.18.	[Reserved]	28
	Section 6.19.	Intercreditor Agreements	29


 




     -ii-


     


    

 


	Schedules	 
	 	 
	Schedule I(a)	Legal Names
	Schedule I(b)	Prior Organizational Names
	Schedule I(c)	Other Names on IRS Filings; Changes in Jurisdiction 
	Schedule II	Chief Executive Offices
	Schedule III(a)	Patents and Trademarks 
	Schedule III(b)	Copyrights
	Schedule IV	Pledged Equity and Pledged Debt 
	Schedule V	Commercial Tort Claims
	Schedule VI	Deposit Accounts
	 	 
	Exhibits	 
	 	 
	Exhibit I	Form of Security Agreement Supplement
	Exhibit II	Form of Patent Security Agreement
	Exhibit III	Form of Trademark Security Agreement
	Exhibit IV	Form of Copyright Security Agreement


 




     -iii-


     


    

 


ABL SECURITY AGREEMENT
dated as of August 6, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this
“Agreement”), among the Grantors (as defined below) and BANK OF AMERICA, N.A., as Administrative Agent for the
Secured Parties (in such capacity, the “Administrative Agent”).


 


Preliminary Statement


 


Reference is made to
the ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, amended and restated, extended, refinanced, replaced,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC
(formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation
of the Merger, and immediately after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation
of the Debt Assumption, the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company”
and, upon the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party hereto
from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Swing Line Lender
and Issuing Bank, and the Lenders and other parties from time to time party thereto.


 


The Lenders have agreed
to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement, the Issuing Banks have
agreed to issue Letters of Credit subject to the terms and conditions set forth in the Credit Agreement and the Qualified Counterparties
have agreed to enter into and/or maintain one or more Secured Hedge Agreements and/or one or more Secured Cash Management Agreements
on the terms and conditions set forth in the Credit Agreement and in such Secured Hedge Agreements and/or such Secured Cash Management
Agreements, as applicable. The obligations of the Lenders to extend such credit, of the Issuing Banks to issue Letters of Credit
and of the Qualified Counterparties to enter into and/or maintain such Secured Hedge Agreements and/or such Secured Cash Management
Agreements, as applicable, are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement.


 


The Grantors are affiliates
of one another, will derive substantial benefits from (i) the extension of credit to the Borrowers and issuances of Letters of
Credit pursuant to the Credit Agreement and (ii) the entering into and/or maintaining by the Qualified Counterparties of the Secured
Hedge Agreements and the Secured Cash Management Agreements, as applicable, with the Borrowers and/or one or more of their Restricted
Subsidiaries, and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit, the Issuing
Banks to issue Letters of Credit and the Qualified Counterparties to enter into and/or maintain such Secured Hedge Agreements and
such Secured Cash Management Agreements, as applicable. Accordingly, the parties hereto agree as follows:


 




     


     


    

 


ARTICLE I.


 


Definitions


 


Section 1.01.         Credit
Agreement; Uniform Commercial Code.


 


(a)          Capitalized
terms used in this Agreement and not otherwise defined herein have the meanings specified in the Credit Agreement. All terms defined
in the UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument”
shall have the meaning specified in Article 9 of the UCC.


 


(b)          The
rules of construction specified in Article I of the Credit Agreement also apply to this Agreement.


 


Section 1.02.         Other
Defined Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“Accommodation Payment” has the
meaning assigned to such term in Section 5.01.


 


“Account Debtor”
means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.


 


“Administrative Agent” has the
meaning assigned to such term in the introductory paragraph hereto.


 


“Agreement” has the meaning assigned
to such term in the introductory paragraph hereto.


 


“Allocable Amount” has the meaning
assigned to such term in Section 5.01.


 


“Article 9 Collateral” has the
meaning assigned to such term in Section 3.01(a).


 


“Closing Date Grantor” means each
Grantor that is listed on the signature pages hereto (including the Borrowers).


 


“Collateral”
means the Article 9 Collateral and the Pledged Collateral.


 


“Company”
has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Copyright
License” means any written agreement, now or hereafter in effect, granting any use right to any third party under
any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right
to any Grantor under any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.


 




    	 	-2-	 



     


    

 


“Copyrights”
means all of the following now owned or hereafter owned or acquired by any Grantor: (a) all copyright rights in any work subject
to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, and (b) all registrations and
applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations
and pending applications for registration in the USCO.


 


“Credit Agreement”
has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Grantor”
means the Parent Borrower, any other Borrowers, each Guarantor listed on the signature pages hereto and each Guarantor, Borrower
and Successor Parent Borrower that becomes a party to this Agreement after the Closing Date.


 


“Initial Borrower”
has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Intellectual
Property” means all intellectual property of every kind and nature now owned or hereafter owned or acquired by any Grantor,
including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, the intellectual property rights in software
and databases and related documentation and all additions and improvements to the foregoing.


 


“Intellectual
Property Security Agreements” means the short-form Patent Security Agreement, short-form Trademark Security Agreement,
and short-form Copyright Security Agreement, each substantially in the form attached hereto as Exhibits II, III and IV, respectively.


 


“License”
means any Patent License, Trademark License, Copyright License or other Intellectual Property license or sublicense agreement
to which any Grantor is a party, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii)
income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder or with respect thereto including
damages and payments for past, present or future infringements or violations thereof, and (iii) rights to sue for past, present
and future violations thereof; provided, that Licenses shall not include any Excluded Assets.


 


“Material
U.S. IP” has the meaning assigned to such term in Section 3.02(c).


 


“Merger Sub
2” has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Parent Borrower”
has the meaning assigned to such term in the preliminary statement of this Agreement.


 


“Patent License”
means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention
on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to
any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence,
and all rights of any Grantor under any such agreement.


 




    	 	-3-	 



     


    

 


“Patents”
means all of the following now owned or hereafter owned or acquired by any Grantor: (a) all letters patent of the United States
in or to which any Grantor now or hereafter owns or acquires any right, title or interest, all registrations and recordings thereof,
and all applications for letters patent of the United States, including registrations, recordings and pending applications in the
USPTO, and (b) all reissues, continuations, divisions, continuations- in-part, renewals, improvements or extensions thereof, and
the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.


 


“Pledged
Collateral” has the meaning assigned to such term in Section 2.01.


 


“Pledged Debt”
has the meaning assigned to such term in Section 2.01.


 


“Pledged
Equity” has the meaning assigned to such term in Section 2.01.


 


“Pledged
Securities” means the Pledged Equity and Pledged Debt.


 


“Security
Agreement Supplement” means an instrument substantially in the form attached hereto as Exhibit I or such other form agreed
by the Administrative Agent and the Administrative Borrower.


 


“Security
Interest” has the meaning assigned to such term in Section 3.01.


 


“Trademark
License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark
now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right
to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.


 


“Trademarks”
means all of the following now owned or hereafter owned or acquired by any Grantor: (a) all trademarks, service marks, trade
names, corporate names, trade dress, logos, designs, fictitious business names other source or business identifiers, now existing
or hereafter owned, adopted or acquired, all registrations and recordings thereof, and all registration and recording applications
filed in connection therewith, including registrations and registration applications in the USPTO or any similar offices in any
State of the United States or any political subdivision thereof, and all extensions or renewals thereof, as well as any unregistered
trademarks and service marks used by a Grantor and (b) all goodwill connected with the use of and symbolized thereby; provided,
that “Trademarks” shall not include any Excluded Assets.


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York; provided that, if perfection
or the effect of perfection or non-perfection or the priority of the security interest in any Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial
Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection,
effect of perfection or non-perfection or priority.


 


“USCO”
means the United States Copyright Office.


 


“USPTO”
means the United States Patent and Trademark Office.


 




    	 	-4-	 



     


    

 


ARTICLE II.


 


Pledge of Securities


 


Section 2.01.          Pledge.
As security for the payment or performance, as the case may be, in full when due of all of the Secured Obligations, including the
Guaranteed Obligations, each of the Grantors hereby pledges to the Administrative Agent, its successors and permitted assigns,
for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for
the benefit of the Secured Parties, a continuing security interest in, and lien on, all of such Grantor’s right, title and
interest in, to and under any and all of the following assets and properties now owned or at any time hereafter acquired by such
Grantor or in which such Grantor now has or at any time in the future may acquire right, title or interest:


 


(i)          all
Equity Interests directly held by it that are listed on Schedule IV and any other Equity Interests in Restricted Subsidiaries obtained
in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Equity”);
provided that the Pledged Equity shall not include Excluded Assets;


 


(ii)         (A)
all debt securities owned by it, including the debt securities which are listed opposite the name of such Grantor on Schedule IV,
(B) any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing
such debt securities (the “Pledged Debt”; provided that the Pledged Debt shall not include any Excluded
Assets or any intercompany indebtedness owed by either a Broker-Dealer Regulated Subsidiary or Captive Insurance Subsidiary, which,
in each case, is not Indebtedness);


 


(iii)        all
other property that may be delivered to and held by the Administrative Agent pursuant to the terms of this Section 2.01;


 


(iv)        subject
to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in
respect of, the securities referred to in clauses (i) and (ii) above;


 


(v)         subject
to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses
(i), (ii), (iii) and (iv) above; and


 


(vi)        all
Proceeds of any of the foregoing;


 


(the items referred to in clauses (i) through
(vi) above being collectively referred to as the “Pledged Collateral”; provided that for the sake of
clarity, the Pledged Collateral shall not include any Excluded Assets).


 


TO HAVE AND TO HOLD the Pledged Collateral,
together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative
Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms,
covenants and conditions hereinafter set forth, including Section 3.01(e).


 




    	 	-5-	 



     


    

 


Section 2.02.         Delivery
of the Pledged Securities.


 


(a)          Subject
to Section 3.01(e) and Section 6.17 of the Credit Agreement, each Grantor agrees to deliver or cause to be delivered to the Administrative
Agent, for the benefit of the Secured Parties, on the Closing Date (or on the date on which such Grantor signs and delivers its
first Security Agreement Supplement (in the case of any Grantor other than a Closing Date Grantor)), or if acquired after the Closing
Date, within 60 days after receipt by such Grantor (or, in each case, such longer period as the Administrative Agent may agree
in its reasonable discretion), any and all (i) Pledged Equity to the extent certificated and (ii) to the extent required to be
delivered pursuant to paragraph (b) of this Section 2.02, Pledged Debt.


 


(b)          Subject
to Section 3.01(e), each Grantor will cause any Indebtedness for borrowed money having an aggregate principal amount in excess
of $15,000,000 owed to such Grantor by any Person (other than a Loan Party) that is evidenced by a duly executed promissory note
to be pledged and delivered (pursuant to the requirements of paragraph (a) of this Section 2.02) to the Administrative Agent, for
the benefit of the Secured Parties, pursuant to the terms hereof.


 


(c)          Upon
delivery to the Administrative Agent, any Pledged Securities shall be accompanied by stock or security powers, as applicable, duly
executed in blank or other instruments of transfer reasonably satisfactory to the Administrative Agent and by such other instruments
and documents as the Administrative Agent may reasonably request (other than instruments or documents governed by or requiring
actions in any non-United States jurisdiction related to Equity Interests of Foreign Subsidiaries). Each delivery of Pledged Securities
shall be accompanied by a schedule describing the securities, which schedule shall be deemed to supplement Schedule IV and made
a part hereof; provided that failure to supplement Schedule IV shall not affect the validity of such pledge of such Pledged
Securities. Each schedule so delivered shall supplement any prior schedules so delivered.


 


(d)          The
pledge and security interest granted in Section 2.01 are granted as security only and shall not subject the Administrative Agent
or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising
out of the Pledged Collateral.


 


Section 2.03.       Representations,
Warranties and Covenants. Each Grantor represents, warrants and covenants to and with the Administrative Agent, for the benefit
of the Secured Parties, that:


 


(a)          as
of the Closing Date, Schedule IV includes all Equity Interests, debt securities and promissory notes required to be pledged by
such Grantor hereunder in order to satisfy the Collateral and Guarantee Requirement;


 


(b)          the
Pledged Equity issued by a Grantor or a wholly-owned Restricted Subsidiary have been duly and validly authorized and issued by
the issuers thereof and are fully paid and non-assessable (other than Pledged Equity consisting of limited liability company interests
or partnership interests which, pursuant to the relevant organizational or formation documents, cannot be fully paid and non- assessable);


 




    	 	-6-	 



     


    

 


(c)          except
for the security interests granted hereunder, under the First Lien Financing Documents and the Second Lien Financing Documents,
such Grantor (i) is, subject to any transfers made in compliance with the Credit Agreement, the direct owner, beneficially and
of record, of the Pledged Equity indicated on Schedule IV, (ii) holds the same free and clear of all Liens, other than (A) Liens
created by the Collateral Documents and (B) other Liens permitted pursuant to Section 7.01 of the Credit Agreement, and (iii) if
reasonably requested by the Administrative Agent, will use commercially reasonable efforts defend its title or interest thereto
or therein against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(c)), however arising, of all
Persons whomsoever;


 


(d)          as
of the Closing Date, except for restrictions and limitations (i) imposed or permitted by the Loan Documents, the First Lien Financing
Documents, the Second Lien Financing Documents and Contractual Obligations permitted pursuant to Section 7.09 of the Credit Agreement
or securities laws generally and (ii) in the case of Pledged Equity of Persons that are not Subsidiaries, that are transfer restrictions
that exist at the time of acquisition of Equity Interests in such Persons, the Pledged Collateral is freely transferable and assignable,
and none of the Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or by-law
provisions or contractual restriction of any nature that would reasonably be expected to prohibit, impair, delay or otherwise affect
in any manner material and adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition
thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder;


 


(e)          [reserved];


 


(f)          [reserved];


 


(g)          by
virtue of the execution and delivery by each Grantor of this Agreement, and delivery of the instruments or certificates, if any,
evidencing the Pledged Securities to and continued possession by the Administrative Agent in the State of New York, the Administrative
Agent for the benefit of the Secured Parties has a legal, valid and perfected lien upon and security interest in such Pledged Security
as security for the payment in full when due and performance of the Secured Obligations to the extent such perfection is governed
by the UCC, subject only to Liens permitted by Section 7.01 of the Credit Agreement;


 


(h)          the
pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights of
the Administrative Agent in the Pledged Collateral as set forth herein; and


 




    	 	-7-	 



     


    

 


(i)          subject
to the terms of this Agreement and to the extent permitted by applicable Law, each Grantor hereby agrees that upon the occurrence
and during the continuance of an Event of Default and delivery of prior written notice as set forth in Section 2.06(a), it will
comply with instructions of the Administrative Agent with respect to the Equity Interests in such Grantor that constitute Pledged
Equity hereunder without further consent by the applicable owner or holder of such Equity Interests.


 


Notwithstanding anything
to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any assets from
the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the
Administrative Agent in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this
Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the
Administrative Agent (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets.


 


Section 2.04. Certification
of Limited Liability Company and Limited Partnership Interests. No interest in any limited liability company or limited partnership
controlled by any Grantor that constitutes Pledged Equity shall be represented by a certificate unless (i) the limited liability
company agreement or partnership agreement expressly provides that such interests shall be a “security” within the
meaning of Article 8 of the UCC of the applicable jurisdiction, (ii) such certificate bears a legend indicating such interest represented
thereby is such a “security”, and (iii) such certificate shall be delivered to the Administrative Agent in accordance
with Section 2.02. Each Grantor further acknowledges and agrees that with respect to any interest in any limited liability company
or limited partnership controlled on or after the Closing Date by such Grantor and pledged hereunder that is not a “security”
within the meaning of Article 8 of the UCC, such Grantor shall at no time elect to treat any such interest as a “security”
within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such election and such
interest is thereafter represented by a certificate that is promptly delivered to the Administrative Agent pursuant to Sections
2.02(a) and (c).


 


Section 2.05. Registration
in Nominee Name; Denominations. If an Event of Default shall have occurred and be continuing and the Administrative Agent shall
have given the Borrowers three (3) Business Days’ prior written notice of its intent to exercise such rights, (a) the Administrative
Agent, on behalf of the Secured Parties, shall have the right to hold the Pledged Equity in its own name as pledgee, the name of
its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the
Administrative Agent and each Grantor will promptly give to the Administrative Agent copies of any written notices or other written
communications received by it with respect to Pledged Equity registered in the name of such Grantor and (b) the Administrative
Agent shall have the right to exchange the certificates representing Pledged Equity for certificates of smaller or larger denominations
for any purpose consistent with this Agreement, to the extent permitted by the documentation governing such Pledged Securities.


 






    	 	-8-	 



     


    

 


Section 2.06.         Voting
Rights; Dividends and Interest.


 


(a)          Unless
and until an Event of Default shall have occurred and be continuing and the Administrative Agent shall have provided three (3)
Business Days’ prior written notice to the Borrowers that the rights of the Grantors under this Section 2.06 are being suspended:


 


(i)          Each
Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged
Securities or any part thereof and each Grantor agrees that it shall not exercise such rights in violation of this Agreement, the
Credit Agreement and the other Loan Documents.


 


(ii)         The
Administrative Agent shall promptly (after reasonable advance written notice) execute and deliver to each Grantor, or cause to
be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably
request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise
pursuant to subparagraph (i) above.


 


(iii)        Each
Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed
in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions
are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other
Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that
would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the outstanding
Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or
in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer
may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be
commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held
for the benefit of the Administrative Agent and the other Secured Parties and shall be promptly (and in any event within fifteen
(15) Business Days or such longer period as the Administrative Agent may agree in its reasonable discretion) delivered to the Administrative
Agent in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). So long
as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly deliver to each Grantor any Pledged
Securities in its possession if requested to be delivered to the issuer thereof in connection with any exchange or redemption of
such Pledged Securities permitted by the Credit Agreement in accordance with this Section 2.06(a)(iii).


 




    	 	-9-	 



     


    

 


(b)          Upon
the occurrence and during the continuance of an Event of Default, after the Administrative Agent shall have given three (3) Business
Days’ prior written notice to the Borrowers of the suspension of the Grantors’ rights under paragraph (a) of this Section
2.06, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to
receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest,
principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to
the provisions of this Section 2.06 shall be held for the benefit of the Administrative Agent, shall be segregated from other property
or funds of such Grantor and shall be promptly (and in any event within fifteen (15) Business Days or such longer period as the
Administrative Agent may agree in its reasonable discretion) delivered to the Administrative Agent upon demand in the same form
as so received (with any necessary endorsement reasonably requested by the Administrative Agent). Any and all money and other property
paid over to or received by the Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the
Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and
shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived, the
Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions
that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.06 and that
remain in such account, and such Grantor’s right to receive and retain any and all dividends, interest, principal and other
distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.


 


(c)          Upon
the occurrence and during the continuance of an Event of Default, after the Administrative Agent shall have provided the Borrowers
with notice of the suspension of the rights of the Grantors under paragraph (a)(i) of this Section 2.06, then all rights of any
Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 2.06, and the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.06, shall cease, and all
such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority
to exercise such voting and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders,
the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to
permit the Grantors to exercise such rights. After all Events of Default have been cured or waived, each Grantor shall have the
exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise
pursuant to the terms of paragraph (a)(i) above, and the obligations of the Administrative Agent under paragraph (a)(ii) of this
Section 2.06 shall be reinstated.


 


(d)          Any
notice given by the Administrative Agent to the Borrowers suspending the rights of the Grantors under this Section 2.06, (i) shall
be given in writing, (ii) may be given with respect to one or more Grantors at the same or different times and (iii) may suspend
the rights of one or more Grantors under paragraph (a)(i) or paragraph (a)(iii) of this Section 2.06 in part without suspending
all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise
affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long
as an Event of Default has occurred and is continuing.


 




    	 	-10-	 



     


    

 


ARTICLE III.


 


Security Interests in Personal Property


 


Section 3.01.         Security
Interest.


 


(a)          As
security for the payment or performance, as the case may be, in full when due of all of the Secured Obligations, including the
Guaranteed Obligations, each Grantor hereby pledges to the Administrative Agent, its successors and permitted assigns, for the
benefit of the Secured Parties, and hereby grants to the Administrative Agent, its permitted successors and assigns, for the benefit
of the Secured Parties, a continuing security interest (the “Security Interest”) in, and lien on, all of such
Grantor’s right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter
acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest
(collectively, the “Article 9 Collateral”):


 


(i)          all
Accounts;


 


(ii)         all
Chattel Paper;


 


(iii)        all
Documents;


 


(iv)        all
Equipment;


 


(v)         all
General Intangibles;


 


(vi)        all
Goods;


 


(vii)       all
Instruments;


 


(viii)      all
Inventory;


 


(ix)         all
Investment Property;


 


(x)          all
books and records pertaining to the Collateral;


 


(xi)         all
Fixtures;


 


(xii)        all
Letter-of-Credit Rights, but only to the extent perfection of security interests therein is accomplished by the filing of a UCC
financing statement;


 


(xiii)       all
Intellectual Property;


 


(xiv)      all
Commercial Tort Claims listed on Schedule V and on any supplement thereto received by the Administrative Agent pursuant to Section
3.03(g);


 


(xv)       Deposit
Accounts, including all amounts on deposit therein, credited thereto or payable thereon; and


 




    	 	-11-	 



     


    

 


(xvi)      to
the extent not otherwise included, all Proceeds and products of, collateral for, income, royalties and other payments now or hereafter
due and payable with respect to, any and all of the foregoing and all Supporting Obligations, collateral security and guarantees
given by any Person with respect to any of the foregoing;


 


provided that, notwithstanding anything
to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Assets.


 


(b)          Subject
to Section 3.01(e), each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the Secured
Parties at any time and from time to time to file in any relevant jurisdiction any financing statements or continuation
statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i)
indicate the Collateral as “all assets of the debtor, whether now existing or hereafter acquired” or “all
personal property, whether now existing or hereafter acquired” of such Grantor or words of similar effect as being of
an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC or the
analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including
whether (A)         such Grantor is an organization, the type of organization
and, if required, any organizational identification number issued to such Grantor and (B) in the case of a financing
statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral
relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon any reasonable
request.


 


(c)          The
Security Interest is granted as security only and shall not subject the Administrative Agent or any other Secured Party to, or
in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral.


 


(d)          The
Administrative Agent is authorized to file with the USPTO or the USCO (or any successor office) such documents as may be necessary
or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in United States
Intellectual Property of each Grantor in which a security interest has been granted by each Grantor, with or without the signature
of any Grantor, and naming any Grantor or the Grantor as debtors and the Administrative Agent as secured party.


 




    	 	-12-	 



     


    

 


 






 


(e)          Notwithstanding
anything to the contrary in the Loan Documents, none of the Grantors shall be required, nor is the Administrative Agent authorized,
(i) to perfect the Security Interests granted by this Agreement (including Security Interests in Investment Property and Fixtures)
by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office)
of the relevant State(s), and filings in the applicable real estate records with respect to any fixtures relating to real property
to the extent required by the Collateral and Guarantee Requirement, (B) filings in the USPTO and USCO with respect to Intellectual
Property of any Grantor as expressly required elsewhere herein, (C) delivery to the Administrative Agent to be held in its possession
of all Collateral consisting of certificated Pledged Collateral as expressly required elsewhere herein or (D) other methods expressly
provided herein, (ii) to enter into any deposit account control agreement, securities account control agreement or any other control
agreement with respect to any deposit account, securities account or any other Collateral that requires perfection by “control”,
except as expressly required by Section 2.02 hereof or Sections 2.19 and 2.03 of the Credit Agreement, (iii) to take any action
in any non-United States jurisdiction or required by the laws of any non- United States jurisdiction in order to create any security
interests in assets located or titled outside of the United States or to perfect any security interest in such assets, including
any Intellectual Property registered in any non-U.S. jurisdictions (it being understood that there shall be no security agreements
or pledge agreements governed under the laws of any non-United States jurisdiction or any requirement to make any filings in any
foreign jurisdiction, including with respect to foreign Intellectual Property), (iv) to perfect in any assets subject to a certificate
of title statute unless perfection can be achieved by filing a UCC financing statement, (v) to deliver any Pledged Collateral except
as expressly provided in Section 2.02, or (vi) to register, apply for the registration of, or deposit into escrow any Intellectual
Property (including source code).


 


(f)          Notwithstanding
anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Credit Agreement excludes any
assets from the scope of the Article 9 Collateral, or from any requirement to take any action to perfect any security interest
in favor of the Administrative Agent in the Article 9 Collateral, the representations, warranties and covenants made by any relevant
Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted
in favor of the Administrative Agent (including, without limitation, Section 3.02) shall be deemed not to apply to such excluded
assets.


 


Section 3.02.         Representations
and Warranties. Each Grantor represents and warrants, as to itself and the other Grantors, to the Administrative Agent and
the Secured Parties that:


 


(a)          Subject
to Liens permitted by Section 7.01 of the Credit Agreement, each Grantor has good and valid rights in and title (except as otherwise
permitted by the Loan Documents) to the Article 9 Collateral with respect to which it has purported to grant a Security Interest
hereunder, except for (x) minor defects in title that do not materially interfere with its ability to conduct its business as currently
conducted or as proposed to be conducted or to utilize such properties for their intended purposes, (y) where the failure to have
such title or other interest could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect
and (z) Intellectual Property owned by a third party as to which such Grantor has been granted a License, and has full organizational
power and authority to grant to the Administrative Agent the Security Interest in such Article 9 Collateral pursuant hereto and
to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval
of any Governmental Authority other than (i) any consent or approval that has been obtained or (ii) any consent or approval the
failure of which to obtain could not reasonably be expected to cause a Material Adverse Effect.


 




    	 	-13-	 



     


    

 


(b)          Subject
to Section 3.01(e): the UCC financing statements or other appropriate filings, recordings or registrations prepared by the Administrative
Agent based upon the information provided to the Administrative Agent in the schedules hereto for filing in the applicable filing
office (or specified by notice from the Borrowers to the Administrative Agent after the Closing Date in the case of filings, recordings
or registrations, in each case, as required by the Collateral and Guarantee Requirement and Section 6.11 of the Credit Agreement),
are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest
in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the
Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof)
and its territories and possessions pursuant to the UCC (other than filings required to be made in the USPTO and the USCO in order
to perfect the Security Interest in Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights).


 


(c)          The
Grantors represent and warrant that short-form Intellectual Property Security Agreements containing a description of all Article
9 Collateral owned by a Grantor consisting of material United States issued Patents (and Patents for which United States issuances
are pending), material United States registered Trademarks (and Trademarks for which United States registration applications are
pending) and material United States registered Copyrights, respectively (other than, in each case, any Excluded Assets) (such subset
of Article 9 Collateral, collectively, “Material U.S. IP”), have been delivered to the Administrative Agent
for recording by the USPTO and the USCO pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the
regulations thereunder, as applicable, (for the benefit of the Secured Parties) in respect of all Article 9 Collateral consisting
of registrations and applications for such Material U.S. IP and, except as would not reasonably be expected to have a Material
Adverse Effect, such Material U.S. IP is valid, subsisting and enforceable. To the extent a security interest in such material
U.S. IP may be perfected by filing, recording or registration in USPTO or USCO under the United States federal intellectual property
laws, then no further or subsequent filing, re-filing, recording, rerecording, registration or re-registration is necessary to
perfect the Security Interest in such Material U.S. IP (other than (i) such filings and actions as are necessary to perfect the
Security Interest with respect to any Material U.S. IP (or registration or application for registration thereof) acquired or developed
by any Grantor after the Closing Date and (ii) the UCC financing and continuation statements contemplated in Section 3.02(b)).


 


(d)          The
Security Interest constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment in full
when due and performance of the Secured Obligations and (ii) subject to the filings described in Section 3.02(b) and (c), a perfected
security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering
a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and
possessions pursuant to the UCC. Subject to Section 3.01(e) of this Agreement, the ABL Intercreditor Agreement and any other intercreditor
agreement entered into pursuant to the Credit Agreement or any other Loan Document, the Security Interest is and shall be prior
to any other Lien on any of the Article 9 Collateral, other than (i) any statutory or similar Lien that has priority as a matter
of Law and (ii) any Liens permitted pursuant to Section 7.01 of the Credit Agreement.


 




    	 	-14-	 



     


    

  


(e)          The
Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens permitted pursuant to Section 7.01 of
the Credit Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document
under the UCC or any other applicable Laws covering any Article 9 Collateral that has not been terminated, (ii) any assignment
in which any Grantor assigns any Article 9 Collateral or any security agreement that has not been terminated or similar instrument
covering any Article 9 Collateral with the USPTO or the USCO or (iii) any assignment in which any Grantor assigns any Article 9
Collateral or any security agreement that has not been terminated or similar instrument covering any Article 9 Collateral with
any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement
or similar instrument is still in effect, except, in each case, for Liens permitted pursuant to Section 7.01 of the Credit Agreement
and assignments permitted by the Credit Agreement.


 


(f)          Names.


  


(i)          As
of the Closing Date, the exact legal name of each Grantor, as such name appears in its respective certificate of incorporation
or any other organizational document, is set forth in Schedule I(a) hereto. As of the Closing Date, each Grantor is (a) the type
of entity disclosed next to its name in Schedule I(a) hereto and (b) a registered organization except to the extent disclosed in
Schedule I(a). Also set forth in Schedule I(a) is the organizational identification number, if any, of each Grantor that is a registered
organization, the Federal Taxpayer Identification Number of each Grantor as of the Closing Date, and the jurisdiction of formation
of each Grantor as of the Closing Date.


 


(ii)         Set
forth in Schedule I(b) hereto is a list of any other legal names each Grantor (or any other business or organization to which each
Grantor became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise)
has had in the past five years prior to the Closing Date, together with the date of the relevant change.


 


(iii)        Set
forth in Schedule I(c) is a list of all other names used by each Grantor on any filings with the Internal Revenue Service at any
time within the five years preceding the date hereof. Except as set forth in Schedule I(c), no Grantor has changed its jurisdiction
of organization at any time during the four months prior to the date hereof.


 


(g)          Current
Locations. As of the Closing Date, the chief executive office of each Grantor is located at the address set forth in Schedule
II hereto.


 


(h)          Intellectual
Property.


 




    	 	-15-	 



     


    

 


(i)          Attached
hereto as Schedule III(a) is a schedule setting forth all of each Grantor’s Patents and Trademarks applied for or registered
with the USPTO, including the name of the registered owner or applicant and the registration, application, or publication number,
as applicable, of each Patent or Trademark owned by each Grantor as of the Closing Date, in each case that constitutes Collateral.


 


(ii)         Attached
hereto as Schedule III(b) is a schedule setting forth all of each Grantor’s United States Copyrights, including the name
of the registered owner and the registration number of each Copyright owned by each Grantor as of the Closing Date, in each case
that constitutes Collateral.


 


(i)          Commercial
Tort Claims. As of the Closing Date, no Grantor has any Commercial Tort Claim where such Grantor’s reasonable expectation
of recovery is in excess of $5,000,000, other than the Commercial Tort Claims listed on Schedule V.


 


(j)           Deposit
Accounts. Attached hereto as Schedule VI is a schedule setting forth all of each Grantor’s Deposit Accounts required
to be perfected pursuant to Section 2.19 of the Credit Agreement as of the Closing Date.


 


Section 3.03.         Covenants.


 


(a)          The
Borrowers agree to notify the Administrative Agent in writing promptly, but in any event within 30 calendar days (or such longer
period as the Administrative Agent may agree in its reasonable discretion), after any change in (i) the legal name of any Grantor,
(ii) the identity or type of organization or corporate structure of any Grantor, (iii) the jurisdiction of organization of any
Grantor, (iv) the organizational identification number of such Grantor, if any, but solely to the extent such organizational identification
number is required to be set forth on financing statements under the applicable UCC or (v) the chief executive office of any Grantor.


 


(b)          Subject
to Section 3.01(e), each Grantor shall, at its own expense, upon the reasonable request of the Administrative Agent, take any and
all commercially reasonable actions necessary to defend title to the Article 9 Collateral against all Persons, except with respect
to Article 9 Collateral that such Grantor determines in its reasonable business judgment is no longer necessary or beneficial to
the conduct of the business, and to defend the Security Interest of the Administrative Agent in the Article 9 Collateral and the
priority thereof against any Lien not permitted pursuant to Section 7.01 of the Credit Agreement (except to the extent that the
Parent Borrower reasonably determines in good faith in consultation with the Administrative Agent that the cost of such defense
is excessive in relation to the benefit to the Secured Parties of such security interest and priority); provided that, nothing
in this Agreement shall prevent any Grantor from discontinuing the operation or maintenance of any of its assets or properties
if such discontinuance is (x) determined by such Grantor to be desirable in the conduct of its business and (y) permitted by the
Credit Agreement.


 




    	 	-16-	 



     


    

 


(c)          Subject
to Section 3.01(e) and any other express limitations in this Agreement, each Grantor agrees, at its own expense, to execute, acknowledge,
deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Administrative Agent
may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and
remedies created hereby, including, subject to the terms of the ABL Intercreditor Agreement, the entry into control agreements
in accordance with Sections 2.19 and 2.03 of the Credit Agreement and the payment of any fees and taxes required in connection
with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing statements
or other documents in connection herewith or therewith.


 


(d)          Subject
to Section 3.01(e), upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, at its option,
upon two (2) Business Days’ prior written notice to the Borrowers, may discharge past due taxes, assessments, charges, fees,
Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant
to Section 7.01 of the Credit Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent
any Grantor fails to do so as required by the Credit Agreement, this Agreement or any other Loan Document and within a reasonable
period of time after the Administrative Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse
the Administrative Agent as to the extent required by the Credit Agreement; provided, however, the Grantors shall not be
obligated to reimburse the Administrative Agent with respect to any Intellectual Property that any Grantor has failed to maintain
or pursue, or otherwise abandoned or allowed to lapse, terminate or be put into the public domain in accordance with Section 3.03(f)(iv).
Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the
Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes,
assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other
Loan Documents.


 


(e)          Subject
to Section 3.01(e) and to the ABL Intercreditor Agreement, if at any time any Grantor shall take a security interest in any property
of an Account Debtor or any other Person the value of which is in excess of $15,000,000 to secure payment and performance of an
Account, such Grantor shall promptly grant a security interest to the Administrative Agent for the benefit of the Secured Parties
to the extent not already granted pursuant to this Agreement; provided that, notwithstanding anything to the contrary in
this Agreement, such grant shall not constitute a grant of a security interest in any Excluded Assets. Such grant need not be filed
of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees
from the Account Debtor or other Person granting the security interest.


 


(f)          Intellectual
Property Covenants.


 


(i)           Subject
to clause (iv) below, except to the extent failure to act would not reasonably be expected to have a Material Adverse Effect,
with respect to registration or pending application of each item of its Intellectual Property for which such Grantor has standing
to do so, each Grantor agrees to take, at its expense, all reasonable steps, including, without limitation, in the USPTO, the
USCO and any other governmental authority located in the United States, to pursue the registration and maintenance of each Patent,
Trademark, or Copyright issuance, registration or application now or hereafter included in the Intellectual Property of such Grantor
that are not Excluded Assets.


 




    	 	-17-	 



     


    

 


(ii)            Subject
to clause (iv) below, except as would not reasonably be expected to have a Material Adverse Effect, no Grantor shall do or permit
any act or knowingly omit to do any act whereby any of its Intellectual Property, excluding Excluded Assets, may lapse, be terminated,
or become invalid or unenforceable or placed in the public domain (or in the case of a trade secret, become publicly known).



 


(iii)           Subject
to clause (iv) below, except where failure to do so would not reasonably be expected to have a Material Adverse Effect, each Grantor
shall take all reasonable steps to preserve and protect each item of its Intellectual Property, including, without limitation,
maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent
with the quality of the products and services as of the Closing Date, and taking reasonable steps necessary to ensure that all
licensed users of any of the Trademarks abide by the applicable license’s terms with respect to standards of quality.


 


(iv)          Notwithstanding
any other provision of this Agreement, nothing in this Agreement or any other Loan Document prevents or shall be deemed to prevent
any Grantor from abandoning, disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to
lapse, terminate or be put into the public domain, any of its Intellectual Property to the extent permitted by the Credit Agreement.


 


(v)           Within
the same delivery period as required for the delivery of the annual Compliance Certificate required to be delivered under Section
6.02(a) of the Credit Agreement the Borrowers shall provide a list of any additional Material U.S. IP of all Grantors not previously
disclosed to the Administrative Agent including such information as is necessary for such Grantor to make appropriate filings in
the USPTO and USCO.


 


(g)          Commercial
Tort Claims. Subject to Section 3.01(e), if the Grantors shall at any time hold or acquire a Commercial Tort Claim where the
applicable Grantor has a reasonable expectation of recovery in excess of $7,500,000 for which this clause has not been satisfied
and for which a complaint in a court of competent jurisdiction has been filed, such Grantor shall, on the date on which a Compliance
Certificate is delivered to the Administrative Agent pursuant to Section 6.02(a) of the Credit Agreement for the fiscal quarter
in which such complaint was filed, notify the Administrative Agent thereof in a writing signed by such Grantor including a summary
description of such claim and grant to the Administrative Agent, for the benefit of the Secured Parties, in such writing a security
interest therein and in the proceeds thereof, all upon the terms of this Agreement.


 




    	 	-18-	 



     


    

 


ARTICLE IV.


 


Remedies


 


Section 4.01.         Remedies
Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Administrative Agent
shall have the right to exercise any and all rights afforded to a secured party with respect to the Collateral and the Secured
Obligations, including the Guaranty and the Guaranteed Obligations, under this Agreement, the UCC or other applicable Law and also
may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Administrative Agent,
promptly assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative
Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) occupy
any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof
is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under Law, without
obligation to such Grantor in respect of such occupation; provided that the Administrative Agent shall provide the applicable
Grantor with written notice thereof prior to such occupancy; (iii) exercise any and all rights and remedies of any of the Grantors
under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Administrative
Agent shall provide the applicable Grantor with written notice thereof prior to such exercise; (iv) [reserved] and (v) subject
to the mandatory requirements of applicable Law and the notice requirements described below, sell or otherwise dispose of all or
any part of the Collateral securing the Secured Obligations at a public or private sale or at any broker’s board or on any
securities exchange, for cash, upon credit or for future delivery as the Administrative Agent shall deem appropriate. The Administrative
Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders
or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment
and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent shall
have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser
at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and
each Grantor hereby waives (to the extent permitted by Law) all rights of redemption, stay and appraisal which such Grantor now
has or may at any time in the future have under any Law now existing or hereafter enacted. The Administrative Agent shall not be
obligated to make any sale of Collateral regardless of notice of sale having been given. Subject to the mandatory requirements
of applicable Law and the notice requirements described below, the Administrative Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the
time and place to which it was so adjourned.


 




    	 	-19-	 



     


    

 


The Administrative
Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the
meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to
make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the
case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to
be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any
such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative
Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may
be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion)
determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice
or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time
and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.
In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained
by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall
not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and,
in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by
Law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by
Law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived
and released to the extent permitted by Law), the Collateral or any part thereof offered for sale and may make payment on account
thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price,
and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability
to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated
as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall
be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative
Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid
in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a
suit or suits at Law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment
or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale
pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided
in Section 9-610(b) of the UCC or its equivalent in other jurisdictions.


 


Each Grantor irrevocably
makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative
Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) during the continuance of an Event of Default and after
three (3) Business Days’ prior written notice to the Borrowers of its intent to exercise such rights, for the purpose of
(i) making, settling and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of
such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance, (ii) making
all determinations and decisions with respect thereto and (iii) obtaining or maintaining the policies of insurance required by
Section 6.07 of the Credit Agreement or to pay any premium in whole or in part relating thereto.


 


By accepting the benefits
of this Agreement and each other Collateral Document, the Secured Parties expressly acknowledge and agree that their rights and
remedies are subject to the second paragraph of Section 10.03 of the Credit Agreement. If the Administrative Agent shall determine
to exercise its right to sell all or any of the Collateral of any Grantor pursuant to this Section 4.01, each Grantor agrees that,
upon request of the Administrative Agent, such Grantor will, at its own expense, do or cause to be done all such other acts and
things as may be necessary to make such sale of such Collateral or any part thereof valid and binding and in compliance with applicable
law.


 




    	 	-20-	 



     


    

 


Section 4.02.       Application of Proceeds.
Subject to the ABL Intercreditor Agreement and any other subordination and intercreditor agreement entered into pursuant to the
Credit Agreement or any other Loan Document, the Administrative Agent shall apply the proceeds of any collection or sale of Collateral,
including any Collateral consisting of cash, in accordance with Section 8.03 of the Credit Agreement.


 


The Administrative
Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with
this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute
or under a judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient
discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see
to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in
any way for the misapplication thereof.


 


The Administrative
Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the
amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations; provided that
nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information
so supplied. All distributions made by the Administrative Agent pursuant to this Section 4.02 shall be (subject to any decree of
any court of competent jurisdiction) final (absent manifest error).


 


Each Grantor shall
remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its
Secured Obligations and, to the extent set forth herein and in the other Loan Documents, the fees and disbursements of any attorneys
employed by any Secured Party to collect such deficiency.


 




    	 	-21-	 



     


    

 


Section 4.03.     
Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Agent to exercise
rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such
rights and remedies at any time after and during the continuance of an Event of Default, subject to the terms of the licenses,
each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a non-exclusive, royalty-free,
limited license (until the termination or cure of the Event of Default) for cash, upon credit or for future delivery as the Administrative
Agent shall deem appropriate to use (and to the extent permitted by the licenses, license or sublicense) any of the Intellectual
Property included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located,
and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and
to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the
foregoing rights of the Administrative Agent shall expire immediately upon the termination or cure of all Events of Default and
shall be exercised by the Administrative Agent solely during the continuance of an Event of Default and in connection with the
Administrative Agent’s exercise of remedies pursuant to Section 4.01 and upon 10 Business Days’ prior written notice
to the applicable Grantor, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by
any rule of Law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination
of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent
permitted by the Credit Agreement, with respect to such property or otherwise unreasonably prejudices the value thereof to the
relevant Grantor; provided, further, that any such license and any such license granted by the Administrative Agent to
a third party shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value
of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling
of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement
and goodwill provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and
restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting
any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing
in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such Intellectual Property
above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of
Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to
grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Administrative
Agent may be exercised, at the option of the Administrative Agent, only during the continuance of an Event of Default. Upon the
occurrence and during the continuance of an Event of Default, the Administrative Agent may also exercise the rights afforded under
Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.


 


ARTICLE V.


 


Subordination


 


Section 5.01. Subordination.
Upon payment by any Grantor of any Secured Obligations, all rights of such Grantor against the Borrowers or any other Grantor arising
as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be
subordinate and junior in right of payment to the prior payment in full of all the Secured Obligations (other than (i) contingent
indemnity obligations for then unasserted claims; (ii) obligations and liabilities under Secured Hedge Agreements or Secured Cash
Management Agreements as to which arrangements satisfactory to the applicable Qualified Counterparty shall have been made and (iii)
Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Administrative
Agent and the applicable Issuing Bank or deemed reissued under another facility as to which other arrangements satisfactory to
the Administrative Agent and the applicable Issuing Bank shall have been made) and the termination of all Commitments to any Loan
Party under any Loan Document. If any amount shall erroneously be paid to the Borrowers or any other Grantor on account of (i)
such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrowers or any
other Grantor, such amount shall be held for the benefit of the Secured Parties and shall promptly be paid to the Administrative
Agent to be credited against the payment of the Secured Obligations, whether matured or unmatured, in accordance with the terms
of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Grantor (other than the
Borrowers) shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Secured Obligations
(an “Accommodation Payment”), then the Grantor making such Accommodation Payment shall be entitled to contribution
and indemnification from, and be reimbursed by, each of the other Grantors in an amount equal to a fraction of such Accommodation
Payment, the numerator of which fraction is such other Grantor’s Allocable Amount and the denominator of which is the sum
of the Allocable Amounts of all of the Grantors. As of any date of determination, the “Allocable Amount” of
each Grantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such
Grantor hereunder and under the Credit Agreement without (a) rendering such Grantor “insolvent” within the meaning
of Section 101 (32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section
2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Grantor with unreasonably small capital
or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving
such Grantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of
the UFTA, or Section 5 of the UFCA.


 




    	 	-22-	 



     


    

 


ARTICLE VI.


 


Miscellaneous


 


Section 6.01. Notices.
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided
in Section 10.02 of the Credit Agreement. All communications and notices hereunder to the Borrowers or any other Grantor shall
be given to it in care of the Borrowers as provided in Section 10.02 of the Credit Agreement.


 


Section 6.02.         Waivers;
Amendment.


 


(a)          No
failure or delay by any Secured Party in exercising any right, remedy, power or privilege hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges of the Secured Parties herein provided, and provided under each other Loan Document, are cumulative and are
not exclusive of any rights, remedies, powers and privileges provided by Law. No waiver of any provision of this Agreement or consent
to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of
this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan, the issuance of a Letter of Credit or the provision
of services under Secured Cash Management Agreements or Secured Hedge Agreements shall not be construed as a waiver of any Default,
regardless of whether any Secured Party may have had notice or knowledge of such Default at the time.


 




    	 	-23-	 



     


    

 


(b)          Neither
this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing
entered into by the Administrative Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification
is to apply, subject to the Collateral and Guarantee Requirement and any consent required in accordance with Section 10.01 of the
Credit Agreement.


 


Section 6.03.         
Administrative Agent’s Fees and Expenses; Indemnification.


 


(a)          The
parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its reasonable out-of-pocket expenses
incurred hereunder as provided in Section 10.04 of the Credit Agreement and the Administrative Agent and its Agent-Related Persons
shall be entitled to indemnity for its actions in connection herewith as provided in Section 10.05 of the Credit Agreement.


 


(b)          Any
such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Collateral Documents.
The provisions of this Section 6.03 shall remain operative and in full force and effect regardless of the termination of this Agreement
or any other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations,
the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, any investigation made
by or on behalf of the Administrative Agent or any other Secured Party, or any resignation by, or removal of, the Administrative
Agent. All amounts due under this Section 6.03 shall be payable within 30 days of written demand therefor (together with backup
documentation supporting such reimbursement request); provided, however, that such Indemnitee shall promptly refund such
amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification
rights with respect to such payment pursuant to the express terms of this Section 6.03.


 


Section 6.04. Successors and Assigns.
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.


 


Section 6.05. Survival
of Agreement. All representations and warranties made by the Grantors hereunder and in the other Loan Documents and in the
certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement shall be considered to
have been relied upon by the Secured Parties and shall survive the execution and delivery of the Loan Documents, the making of
any Loans and issuance of any Letters of Credit and the provision of services under Secured Cash Management Agreements or Secured
Hedge Agreements, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding that any Secured
Party may have had notice or knowledge of any Default or Event of Default at the time any credit is extended under the Credit
Agreement, and shall continue in full force and effect as long as this Agreement has not been terminated or released pursuant
to Section 6.11 below.


 




    	 	-24-	 



     


    

 


Section 6.06.         Counterparts;
Effectiveness; Several Agreement. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic
communication of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed
counterpart of this Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf
of such Grantor shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf
of the Administrative Agent, and thereafter shall be binding upon such Grantor and the Administrative Agent and their respective
permitted successors and assigns, and shall inure to the benefit of such Grantor, the Administrative Agent and the other Secured
Parties and their respective permitted successors and assigns, except that no Grantor shall have the right to assign or transfer
its rights or obligations hereunder or any interest herein (and any such assignment or transfer shall be void) without the prior
written consent of the Administrative Agent, except to the extent permitted by this Agreement or the Credit Agreement. This Agreement
shall be construed as a separate agreement with respect to each Grantor and may be amended, restated, amended and restated, modified,
supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the
obligations of any other Grantor hereunder.


 


Section 6.07. Severability. If any
provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 6.08. Governing
Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process. The terms of Sections 10.15 and 10.16 of the
Credit Agreement with respect to governing law, submission of jurisdiction, venue, consent to services of process and waiver of
jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.


 


Section 6.09. Headings. Article and
Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and
are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 


Section 6.10. Security Interest Absolute.
To the extent permitted by Law, all rights of the Administrative Agent hereunder, the Security Interest, the grant of a security
interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective
of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any
of the Secured Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or
any consent to any departure from the Credit Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange,
release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure
from any guarantee, securing or guaranteeing all or any of the Secured Obligations or (d) any other circumstance that might otherwise
constitute a defense (other than defense of payment or performance) available to, or a discharge of, any Grantor in respect of
the Secured Obligations or this Agreement.


 




    	 	-25-	 



     


    

 


Section 6.11.         Termination
or Release.


 


(a)          This
Agreement and each other Collateral Document (in each case, other than with respect to provisions hereof that expressly survive
termination), the Security Interest and all other security interests granted hereby or thereby shall terminate with respect to
all Secured Obligations and any Liens arising therefrom shall be automatically released upon termination of the Total Revolving
Credit Commitments and payment in full of all Obligations (other than contingent indemnification obligations as to which no claim
has been asserted and Letters of Credit that are Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory
to the Administrative Agent and the applicable Issuing Bank or deemed reissued under another facility as to which other arrangements
satisfactory to the Administrative Agent and the applicable Issuing Bank shall have been made) .


 


(b)          A
Grantor that is a Guarantor shall automatically be released from its obligations hereunder and under any other Collateral Document
to which it is a party and the Security Interest and all other Liens granted hereby or thereby to the Administrative Agent in the
Collateral of such Grantor shall be automatically released upon the consummation of any transaction or upon any designation, in
each case, permitted by the Credit Agreement as a result of which such Grantor is released as a Guarantor pursuant to Section 11.09
of the Credit Agreement.


 


(c)          Upon
(i) any Disposition by any Grantor of any Collateral that is permitted under the Credit Agreement (other than a sale or transfer
to another Loan Party), (ii) the effectiveness of any written consent to the release of the Security Interest or other Liens granted
hereby or by any other Collateral Document in any Collateral pursuant to Section 10.01 of the Credit Agreement or (iii) any Collateral
becoming an “Excluded Asset”, the security interest in such Collateral shall be automatically released.


 


(d)          The
Security Interest and other Liens granted hereby or by any other applicable Collateral Document in any Collateral shall, with respect
to such Collateral, be subordinated to another Lien permitted by Section 7.01 of the Credit Agreement, in accordance with the terms
of Section 9.10(c) of the Credit Agreement, either (i) upon an election by the Administrative Agent to subordinate such security
interest or (ii) in respect of Liens permitted by Section 7.01(b), (u), (w) and (aa) (solely with respect to clauses (b), (u) and
(w)) of the Credit Agreement, upon the Parent Borrower’s written notice to the Administrative Agent thereof (with the Administrative
Agent’s prompt acknowledgement, not to be unreasonably withheld, delayed or conditioned).


 


(e)          In
connection with any termination, subordination or release pursuant to paragraph (a), (b), (c) or (d) of this Section 6.11, the
Administrative Agent shall execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor
shall reasonably request to evidence such termination, subordination or release and shall perform such other actions reasonably
requested by such Grantor to effect such termination, subordination or release, including delivery of certificates, securities
and instruments. Any execution and delivery of documents pursuant to this Section 6.11 shall be without recourse to or representation
or warranty of any kind (either express or implied) by the Administrative Agent.


 




    	 	-26-	 



     


    

 


Section 6.12. Additional Grantors.
Pursuant to the Credit Agreement, certain additional Restricted Subsidiaries of the Loan Parties and Successor Parent Borrowers
may be required to enter into this Agreement as Grantors. Upon execution and delivery by the Administrative Agent and a Restricted
Subsidiary or Successor Parent Borrower of a Security Agreement Supplement, such Restricted Subsidiary shall become a Grantor hereunder
with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall
not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full
force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.


 


Section 6.13.  Administrative Agent
Appointed Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent as the attorney-in-fact of such Grantor for
the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative
Agent may deem necessary or advisable to accomplish the purposes hereof at any time after the occurrence and during the continuance
of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing,
the Administrative Agent shall have the right, after the occurrence and during the continuance of an Event of Default and notice
by the Administrative Agent to the applicable Grantor of the Administrative Agent’s intent to exercise such rights, with
full power of substitution either in the Administrative Agent’s name or in the name of such Grantor (a) to receive, endorse,
assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of
all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral;
(d) upon prior written notice to the Parent Borrower, to send verifications of Accounts Receivable to any Account Debtor; (e) to
commence and prosecute any and all suits, actions or proceedings at Law or in equity in any court of competent jurisdiction to
collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle,
compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) upon prior
written notice to the Parent Borrower, to notify, or to require any Grantor to notify, Account Debtors to make payment directly
to the Administrative Agent; (h) to obtain and adjust insurance required to be paid to the Administrative Agent; and (i) to use,
sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to
do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative
Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed
as requiring or obligating the Administrative Agent to make any commitment or to make any inquiry as to the nature or sufficiency
of any payment received by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect
to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The
Administrative Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise
of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible
to any Grantor for any act or failure to act hereunder, except for their own gross negligence, bad faith, material breach or willful
misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case,
as determined by a final non-appealable judgment of a court of competent jurisdiction.


 




    	 	-27-	 



     


    

 


Section 6.14.         
General Authority of the Administrative Agent. By acceptance of the benefits of this Agreement and any other Collateral
Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment
of the Administrative Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Administrative
Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this
Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving
or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations
with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral
Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or
thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the
terms of this Agreement and any other Collateral Documents.


 


Section 6.15.         
Reasonable Care. The Administrative Agent is required to use reasonable care in the custody and preservation of any of the
Collateral in its possession; provided that the Administrative Agent shall be deemed to have used reasonable care in the
custody and preservation of any of the Collateral, if such Collateral is accorded treatment substantially similar to that which
the Administrative Agent accords its own property.


 


Section 6.16.  Delegation; Limitation.
The Administrative Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly
or by or through agents or attorneys-in-fact, and shall not be responsible to the Lenders for the gross negligence or willful misconduct
of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or willful misconduct.


 


Section 6.17.  Reinstatement.
The obligations of the Grantors under this Agreement shall be automatically reinstated if and to the extent that for any reason
any payment by or on behalf of the Borrowers or other Loan Party in respect of the Secured Obligations is rescinded, avoided, or
must be otherwise restored by any holder of any of the Secured Obligations, whether as a result of any proceedings in bankruptcy
or reorganization or otherwise.


 


Section 6.18.         [Reserved].


 




    	 	-28-	 



     


    

 


Section 6.19.         Intercreditor
Agreements.


 



(a)          Notwithstanding
anything herein to the contrary, the Liens and Security Interest granted to the Administrative Agent or any other Secured Party
pursuant to this Agreement, the exercise of any right or remedy by the Administrative Agent or any other Secured Party hereunder
and all other terms and provisions of this Agreement, are subject to the terms and provisions of the ABL Intercreditor Agreement
and any other subordination and intercreditor agreement entered into pursuant to the Credit Agreement or any other Loan Document.
In the event of any conflict between the terms and conditions of the ABL Intercreditor Agreement and any other subordination and
intercreditor agreement entered into pursuant to the Credit Agreement or any other Loan Document and the terms and conditions of
this Agreement, the terms and conditions of the ABL Intercreditor Agreement and any other subordination and intercreditor agreement
entered into pursuant to the Credit Agreement or any other Loan Document, as applicable, shall govern and control in all respects
and supersede the terms of this Agreement with respect to such conflict. No right, power or remedy granted to the Administrative
Agent or any other Secured Party hereunder shall be exercised by the Administrative Agent or such other Secured Party, and no direction
shall be given by the Administrative Agent or any other Secured Party, in contravention of the ABL Intercreditor Agreement and
any other subordination and intercreditor agreement entered into pursuant to the Credit Agreement or any other Loan Document.


 


(b)          Notwithstanding
anything to the contrary contained in this Agreement or any other Loan Document, to the extent the provisions of any Loan Document
require the delivery of, or control over, Collateral to be granted to the Administrative Agent at any time prior to the discharge
of the First Lien Obligations, then delivery of Term Loan Priority Collateral (as defined in the Credit Agreement) (or control
with respect thereto) shall instead be made to the First Lien Agent, to be held in accordance with the First Lien Financing Documents
and the ABL Intercreditor Agreement, each applicable Grantor’s obligations hereunder or in any other Loan Document (including
the representations and warranties made by it hereunder and in the other Loan Documents) with respect to such delivery shall be
deemed satisfied by the delivery to the First Lien Agent, acting as a gratuitous bailee of the Administrative Agent pursuant to
the ABL Intercreditor Agreement. Furthermore, at all times prior to the discharge of the First Lien Obligations, the Administrative
Agent is authorized by the parties hereto to effect transfers of such Collateral at any time in its possession (and any “control”
or similar agreements with respect to such Collateral) to the First Lien Agent.


 


[Signature Pages Follow]


 




    	 	-29-	 



     


    

 


IN WITNESS WHEREOF, the parties
hereto have duly executed this Agreement as of the day and year first above written.


 


	 	HC GROUP HOLDINGS II, LLC, as the Initial Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	BIOSCRIP INC., as the Parent Borrower
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Opal - Signature Page to Security
Agreement]


 




     


     


    

 


	 	GRANTORS:
	 	 
	 	[●]
	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 


 


[Opal - Signature Page to Security
Agreement]


 




     


     


    

 


	 	BANK OF AMERICA, N.A., as Administrative Agent,
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Opal - Signature Page to Security
Agreement]


 




     


     


    

 


EXHIBIT G


 


Global Intercompany Note


 


New York, New York


Date: [    ],
2019


 


FOR VALUE RECEIVED,
each of the undersigned (and its successors), to the extent a borrower from time to time with respect to any loan or advance or
other credit extensions (including trade payables) (a “Loan”) from any other entity listed on the signature
page hereto (each, in such capacity, a “Payor”), hereby promises to pay to such other entity listed below (each,
in such capacity, a “Payee”) or its registered assigns, in immediately available funds in the currencies as
shall be agreed from time to time at such location as the applicable Payee shall from time to time designate, the unpaid principal
amount of all Loans made by such Payee to such Payor. Each Payor promises also to pay interest, if any, on the unpaid principal
amount of all such loans and advances or other credit extensions in like money at said location from the date of such loans and
advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.


 


This note (“Note”)
is an Intercompany Note referred to in the (i) First Lien Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “First Lien Credit Agreement”), among HC
Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2”
through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of the Credit
Agreements (as defined below) until the consummation of the Debt Assumption, the “Initial Borrower”), BioScrip,
Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent
Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank
of America, N.A., as Administrative Agent and the Lenders and other parties from time to time party thereto, (ii) ABL Credit Agreement,
dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“ABL Credit Agreement”, and together with the First Lien Credit Agreement, the “Credit Agreements”),
among the Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank of America, N.A., as
Administrative Agent (together with its successors and assigns in such capacity, the “ABL Agent”), a Swing Line
Lender and an Issuing Bank, and the Lenders and other parties from time to time party thereto and (iii) an Indenture, dated as
of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Second
Lien Notes Indenture”) among the Issuers party thereto from time to time and Ankura Trust Company, LLC, as Collateral
Agent (together with its successors and assigns in such capacity, the “Second Lien Agent”, and, together with
the First Lien Agent and the ABL Agent, collectively, the “Agents”)]. Capitalized terms used in this Note and
not otherwise defined herein have the meanings specified in the First Lien Credit Agreement, ABL Credit Agreement or the Second
Lien Notes Indenture, as applicable.


 


This Note (a) evidences
loans, advances and other credit extensions, where, and to the extent that, both (i) the Payor is a Loan Party and (ii) the Payee
is a Non-Loan Party and (b) is subject to the terms of the Credit Agreements.


 


Each Payee is hereby
authorized (but not required) to record all loans and advances made by it to any Payor (all of which shall be evidenced by this
Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence
of the accuracy of the information contained therein.


 




     


     


    

 


Anything in this Note
to the contrary notwithstanding, the indebtedness owed by any Payor that is a Loan Party to any Payee that is a Non-Loan Party
(including the indebtedness evidenced by this Note but excluding any indebtedness owed by or to a Payor or Payee that is registered
as a broker-dealer under the Securities Exchange Act of 1934, as amended, or any other applicable Laws requiring such registration)
(any such Payor and Payee with respect to any such indebtedness, an “Affected Payor” or “Affected
Payee”, as relevant) shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter
set forth, to all Secured Obligations as defined in the First Lien Credit Agreement (the “First Lien Obligations”),
all Secured Obligations as defined in the ABL Credit Agreement (the “ABL Obligations”) and all Secured Obligations
as defined in the Second Lien Notes Indenture (the “Second Lien Obligations”), including, without limitation,
where applicable, under such Affected Payor’s guarantee of the First Lien Obligations, the ABL Obligations or the Second
Lien Obligations (the Obligations, the ABL Obligations, the Second Lien Obligations and the foregoing obligations, including interest
thereon, fees, and expenses, if any, accruing after the commencement of any proceedings referred to in clause (i) below, whether
or not such interest, fees, or expenses is an allowed or allowable claim in such proceeding, being hereinafter collectively referred
to as “Senior Indebtedness”):


 


(i)          In
the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings
in connection therewith, relative to any Affected Payor or to its creditors, as such, or to its property, and in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of such Affected Payor, whether or not involving insolvency
or bankruptcy, then (x) the holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts constituting
Senior Indebtedness (other than contingent indemnification obligations as to which no claim has been asserted) and no Letter of
Credit shall remain outstanding (unless the Outstanding Amount of the LC Obligations related thereto has been Cash Collateralized
or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or such Letter of Credit has been
deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank) before any Affected Payee is entitled
to receive (whether directly or indirectly), or make any demands for, any payment or distribution on account of this Note and (y)
until the holders of Senior Indebtedness are paid in full in cash in respect of all amounts constituting Senior Indebtedness (other
than contingent indemnification obligations as to which no claim has been asserted) and no Letter of Credit shall remain outstanding
(unless the Outstanding Amount of the LC Obligations related thereto has been Cash Collateralized or back-stopped by a letter of
credit reasonably satisfactory to the applicable Issuing Bank or such Letter of Credit has been deemed reissued under another agreement
reasonably acceptable to the applicable Issuing Bank), any payment or distribution to which such Affected Payee would otherwise
be entitled (other than (A) equity securities or (B) debt securities of such Affected Payor that are subordinated, to at least
the same extent as this Note, to the payment of all Senior Indebtedness then outstanding (such securities being hereinafter referred
to as “Restructured Debt Securities”)) in respect of this Note shall be made to the holders of Senior Indebtedness;


 


(ii)         (x)
if any Event of Default under Sections 8.01(a) or 8.01(f) of the First Lien Credit Agreement or ABL Credit Agreement or under Sections
6.01(a) or 6.01(f) of the Second Lien Notes Indenture occurs and is continuing and (y) subject to the ABL Intercreditor Agreement,
the First Lien Agent, the ABL Agent or the Second Lien Agent delivers notice to the Borrowers instructing the Borrowers that such
Agent is thereby exercising its rights pursuant to this clause (ii) (provided that no such notice shall be required to be given
in the case of any Event of Default arising under Section 8.01(f) of either Credit Agreement or Section 6.01(f) of the Second Lien
Notes Indenture), then no payment or distribution of any kind or character shall be made by or on behalf of the Affected Payor
or any other Person on its behalf with respect to this Note until the Senior Indebtedness has been paid in full (other than contingent
indemnification obligations as to which no claim has been asserted) and no Letter of Credit shall remain outstanding (unless the
Outstanding Amount of the LC Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably
satisfactory to the applicable Issuing Bank or such Letter of Credit has been deemed reissued under another agreement reasonably
acceptable to the applicable Issuing Bank); and


 




     


     


    

 


(iii)        if
any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities),
in respect of this Note shall (despite these subordination provisions) be received by any Payee in violation of clause (i) or (ii),
such payment or distribution shall be held in trust for the benefit of, and shall be paid over or delivered to, the ABL Agent or
the First Lien Agent (or after the discharge of First Lien Obligations (as defined in the ABL Intercreditor Agreement), the Second
Lien Agent), as applicable, in each case on behalf of the applicable Secured Parties, to the extent necessary to pay all Senior
Indebtedness in full in cash (other than contingent indemnification obligations as to which no claim has been asserted) and no
Letter of Credit shall remain outstanding (unless the Outstanding Amount of the LC Obligations related thereto has been Cash Collateralized
or back-stopped by a letter of credit reasonably satisfactory to the applicable Issuing Bank or such Letter of Credit has been
deemed reissued under another agreement reasonably acceptable to the applicable Issuing Bank).


 


To the fullest extent
permitted by law, no present or future holder of Senior Indebtedness shall be prejudiced in its right to enforce the subordination
of this Note by any act or failure to act on the part of any Affected Payor or by any act or failure to act on the part of such
holder or any trustee or agent for such holder. Each Affected Payee and each Affected Payor hereby agree that the subordination
of this Note (a) is, with respect to the holders of Senior Indebtedness, intended to be and shall be enforceable as a subordination
agreement within the meaning of Section 510(a) of the United States Bankruptcy Code or any similar provision under any other bankruptcy,
insolvency, reorganization or other similar law now or hereafter in effect and (b) is for the benefit of (i) each Agent and each
Secured Party are obligees under this Note to the same extent as if their names were written herein as such and any of each Agent
may, on behalf of itself, and each Secured Party, as applicable, proceed to enforce the subordination provisions herein to the
extent applicable subject to the ABL Intercreditor Agreement.


 


For the sake of clarity,
the Indebtedness evidenced by this Note owed by any Payor that is a Non- Loan Party shall not be subordinated to, and shall rank
pari passu in right of payment with, any other obligation of such Payor.


 


Nothing contained in
the subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the obligations
of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest, if any, on this Note as
and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Payee and other
creditors of such Payor other than the holders of Senior Indebtedness. For the avoidance of doubt, this Note as between each Payor
and each Payee contains additional terms to any intercompany loan agreement between them and this Note does not in any way replace
such intercompany loans between them nor does this Note in any way change the principal amount of any intercompany loans between
them.


 


If, at any time, all
or part of any payment with respect to Senior Indebtedness theretofore made is rescinded or avoided or must otherwise be returned
by the holders of Senior Indebtedness for any reason whatsoever (including, without limitation, in connection with the insolvency,
bankruptcy or reorganization of the any Loan Party or such other Persons), the subordination provisions set forth herein shall
continue to be effective or be reinstated, as the case may be, all as though such payment had not been made.


 




     


     


    

 


Each Payor hereby waives
presentment, demand, protest or notice of any kind in connection with this Note. Except to the extent of any taxes required by
law to be withheld, all payments under this Note shall be made without offset, counterclaim or deduction of any kind.


 


This Note shall be
binding upon each Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the benefit of
each Payee and its successors and assigns, including subsequent holders hereof.


 


From time to time after
the date hereof, additional subsidiaries and affiliates of the Holdings Guarantors may become parties hereto (as Payor and/or Payee,
as the case may be) by executing a counterpart signature page to this Note (each additional subsidiary, an “Additional
Party”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the other
Payors and Payees, each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as fully a party hereto
as if such Additional Party were an original signatory hereof. Each Payor expressly agrees that its obligations arising hereunder
shall not be affected or diminished by the addition or release of any other Payor or Payee hereunder. This Note shall be fully
effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other Person becomes or fails to
become or ceases to be a Payor or Payee hereunder.


 


Indebtedness governed
by this Note shall be maintained in “registered form” within the meaning of Section 163(f) of the Internal Revenue
Code of 1986, as amended. The Payor or its designee (which shall, at the either Agent’s request, be such Agent, acting solely
for these purposes as agent of the Payor) shall record the transfer of the right to payments of principal and interest on the indebtedness
governed by this Note to holders of the Senior Indebtedness in a register (the “Register”), and no such transfer
shall be effective until entered in the Register.


 


THIS NOTE SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


[Signature Pages Follow]


 




     


     


    

 


	BIOSCRIP, INC.	 
	 	 
	By:	                           	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


	[GUARANTORS]	 
	 	 
	By:	                            	 
	Name:	 	 
	Title:	 	 


 




     


     


    

 


EXHIBIT H-1


 


FORM OF GUARANTY JOINDER AGREEMENT


 


THIS GUARANTY JOINDER
TO CREDIT AGREEMENT [and 1, IN EACH CASE] AS AND TO THE EXTENT APPLICABLE (this “Joinder”),
is executed as of [DATE] by [NAME OF SUBSIDIARY], a[corporation] [limited liability company] [partnership] (the “Joining
Party”), and delivered to Bank of America, N.A., as Administrative Agent (the “Administrative Agent”),
for the benefit of the Secured Parties. Except as otherwise defined herein, all capitalized terms used herein and defined in the
Credit Agreement (as defined below) shall be used herein as therein defined.


 


WITNESSETH:


 


WHEREAS, HC Group Holdings
II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the
consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of the Credit Agreement
(as defined below) until the consummation of the Debt Assumption, the “Initial Borrower”), BioScrip, Inc., a
Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent
Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, the
Administrative Agent, the Swing Line Lender and Issuing Bank and the Lenders and other parties from time to time party thereto
have entered into an ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), providing for the making of Loans to the Borrowers as contemplated
therein;


 


WHEREAS, the Joining
Party [is a newly formed or acquired Material Domestic Subsidiary (other than a Subsidiary Borrower or an Excluded Subsidiary unless
such Excluded Subsidiary is then an Elective Guarantor) and, therefore, is required pursuant to the provisions of the Credit Agreement
to become a Subsidiary Guarantor under the Credit Agreement, and a Grantor under the Security Agreement and the Intercreditor Agreements]/[is
a wholly-owned Restricted Subsidiary and the Parent Borrower desires the Joining Party to Guarantee the Obligations by causing
such Restricted Subsidiary to become a Subsidiary Guarantor under the Credit Agreement, and a Grantor under the Security Agreement
and the Intercreditor Agreements]2; [and]


 


[WHEREAS, the Administrative
Agent has not prohibited the Joining Party becoming a Loan Party and a Subsidiary Guarantor under the Loan Documents3;
and]


 





 






		1	Complete as applicable in case at the time of execution
of the Joinder Agreement there is any Intercreditor Agreement in effect.



 


		2	Delete and modify as appropriate.



 


		3	The Administrative Agent may prohibit a Foreign Subsidiary
from becoming an Elective Guarantor if it determines, in its reasonable credit judgment but after consultation with the Administrative
Borrower, that such Foreign Subsidiary would not provide customary credit support for the Secured Obligations, which determination
may be based upon (A) the amount and enforceability of the Guaranty that would be provided by the proposed Elective Guarantor,
(B) the enforceability of any security interest that may be granted with respect to any Collateral located in the relevant jurisdiction
and/or (C) such proposed Elective Guarantor is organized in a country that is not a member of the Organization for Economic Cooperation
and Development or that is the target of any U.S. sanctions program administered by OFAC.



 




     


     


    

 


WHEREAS, the Joining
Party will obtain benefits from the incurrence of Loans by, and the issuance of, and participations in, Letters of Credit for the
account of, the Borrowers, in each case pursuant to the Credit Agreement, and, accordingly, desires to execute this Joinder [in
order to (i) satisfy the requirements of the Collateral and Guarantee Requirement and (ii)]4 induce the Lenders to continue
to make Loans to the Borrowers, in each case pursuant to the Credit Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and other benefits accruing to the Joining Party, the receipt and sufficiency of which are hereby acknowledged,
the Joining Party hereby makes the following representations and warranties to the Administrative Agent for the benefit of each
of the Secured Parties and hereby covenants and agrees with each Secured Party as follows:


 


1.          By
executing and delivering this Joinder, the Joining Party becomes [(i)] a [Subsidiary] Guarantor for all purposes under the Credit
Agreement, [pursuant to Section 6.11 thereof,]5 and (ii) an Obligor for all purposes under the ABL Intercreditor Agreement,
pursuant to Section 8.18 thereof.


 


2.          The
Joining Party agrees that, upon its execution and delivery hereof, it will become a [Subsidiary] Guarantor under the Guaranty pursuant
to the Credit Agreement with respect to the Guaranteed Obligations, and will be bound by all terms, conditions and duties applicable
to a [Subsidiary] Guarantor under the Credit Agreement and the other Loan Documents. Without limitation of the foregoing, and in
furtherance thereof, the Joining Party hereby jointly and severally with the other Guarantors guarantees, as a primary obligor
and not as a surety, to each Secured Party and their respective successors and permitted assigns, the prompt payment in full when
due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the Guaranteed Obligations;
provided, however, that Guaranteed Obligations shall exclude all Excluded Swap Obligations.


 


3.          The
Joining Party agrees that it shall execute and deliver a Security Agreement Supplement on the date hereof simultaneously with the
execution of this Joinder and that it will become a Grantor under, and as defined in, the Security Agreement, and will be bound
by all terms, conditions and duties applicable to a Grantor under the Security Agreement.


 


4.          The
Joining Party hereby warrants and represents that it has good record title to, or valid leasehold interests in, or easements or
other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all
Liens except as set forth on Annex I hereto and except for minor defects in title that do not materially interfere with its ability
to conduct its business or to utilize such assets for their intended purposes and Liens permitted by Section 7.01 of the Credit
Agreement and except where the failure to have such title or other interest could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect.


 





 






		4	To be included if the Joining Party is required to become
a Loan Party under the Credit Agreement.



 


		5	To be included if the Joining Party is required to become
a Loan Party under the Credit Agreement.



 




     


     


    

 


5.          This
Joinder shall be binding upon the Joining Party and its respective successors and permitted assigns and shall inure to the benefit
of and be enforceable by each of the parties hereto and its successors and permitted assigns, provided, however,
that the Joining Party may not assign any of its rights, obligations or interest hereunder or under any other Loan Document other
than as permitted by the Credit Agreement. THIS JOINDER AND ANY CLAIM OR CONTROVERSY RELATING TO THE SUBJECT MATTER HEREOF,
WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK. Each of the parties hereto hereby agrees that Sections 10.15 and 10.16 of the Credit Agreement are incorporated
herein mutatis mutandis. This Joinder may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission
of an executed counterpart of a signature page to this Joinder shall be effective as delivery of an original executed counterpart
of this Joinder. In the event that any provision of this Joinder shall prove to be invalid or unenforceable, such provision shall
be deemed to be severable from the other provisions of this Joinder which shall remain binding on all parties hereto.


 


5.          From
and after the execution and delivery hereof by the parties hereto, this Joinder shall constitute a “Loan Document”
for all purposes of the Credit Agreement and the other Loan Documents.


 


*       *       *


 




     


     


    

 


IN WITNESS WHEREOF, the Joining Party has
caused this Joinder to be duly executed and delivered as of the date first above written.


 


	 	[NAME OF DOMESTIC SUBSIDIARY]
	 	 
	 	By:	                          
	 	 	Name:
	 	 	Title:


 


	Accepted and Acknowledged by: 	 
	 	 
	BANK OF AMERICA, N.A.,

                    as Administrative Agent
	 
	 	 
	By:	        	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


ANNEX I


 


Ownership of Property, Liens


 




     


     


    

 


EXHIBIT H-2


 


FORM OF BORROWER JOINDER AGREEMENT


 


THIS BORROWER JOINDER TO CREDIT AGREEMENT
[and                      1,
IN EACH CASE] AS AND TO THE EXTENT APPLICABLE (this “Joinder”), is executed as of [DATE] by [NAME OF SUBSIDIARY],
a                          [corporation]
[limited liability company] [partnership] (the “New Borrowing Subsidiary”), and delivered to Bank of America,
N.A., as Administrative Agent (the “Administrative Agent”), for the benefit of the Secured Parties. Except as
otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used
herein as therein defined.


 


WITNESSETH:


 


WHEREAS, HC Group Holdings
II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the
consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of the Credit Agreement
(as defined below) until the consummation of the Debt Assumption, the “Initial Borrower”), BioScrip, Inc., a
Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent
Borrower”), the other Borrowers party thereto from time to time, the Guarantors party thereto from time to time, Bank
of America, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender and the Lenders and other parties from time to time
party thereto have entered into an ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), providing for the making of Loans to the Borrowers
and the issuance of, and participation in, Letters of Credit for the account of the Borrowers, all as contemplated therein;


 


WHEREAS, pursuant to
Section 2.18(f) of the Credit Agreement, the Administrative Borrower may, at any time and from time to time, designate any Restricted
Subsidiary that is a wholly-owned Domestic Subsidiary that is treated as a corporation for U.S. federal income tax purposes as
a Borrower by delivery to the Administrative Agent of a Borrower Joinder Agreement executed by such Subsidiary and the Administrative
Borrower.


 


WHEREAS, the Administrative
Borrower and the New Borrowing Subsidiary desire that the New Borrowing Subsidiary become a Borrower under the Credit Agreement.


 


WHEREAS, the New Borrowing
Subsidiary will obtain benefits from the incurrence of Loans by, and the issuance of, and participations in, Letters of Credit
for the account of, the Borrowers, in each case pursuant to the Credit Agreement, and, accordingly, desires to execute this Joinder
in order to induce the Lenders to continue to make Loans to the Borrowers pursuant to the Credit Agreement.


  





 






		1	Complete as applicable in case at the time of execution
of the Joinder Agreement there is any Intercreditor Agreement in effect.



 




     


     


    

 


NOW, THEREFORE, in consideration
of the foregoing and other benefits accruing to the New Borrowing Subsidiary, the receipt and sufficiency of which are hereby acknowledged,
the New Borrowing Subsidiary hereby makes the following representations and warranties to the Administrative Agent for the benefit
of each of the Secured Parties and hereby covenants and agrees with each Secured Party as follows:


 


1.          By
executing and delivering this Joinder, the New Borrowing Subsidiary becomes (i) a Borrower for all purposes under the Credit Agreement,
pursuant to Section 2.18(f) thereof, and (ii) an Obligor for all purposes under the ABL Intercreditor Agreement, pursuant to Section
8.18 thereof.


 


2.          The
New Borrowing Subsidiary, in consideration of each Lender’s agreement to extend credit to it under and on the terms and conditions
set forth in the Credit Agreement, does hereby assume each of the obligations imposed upon a “Borrower” under
the Credit Agreement and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance of the foregoing,
the New Borrowing Subsidiary hereby represents and warrants to each Lender as follows:


 


		(a)	Upon execution and delivery of this Agreement to the
Administrative Agent, the New Borrowing Subsidiary will become a Borrower under the Credit Agreement and will thereafter (i) have
all the rights and obligations of a Borrower thereunder and be bound by all the provisions thereof, as fully as if the New Borrowing
Subsidiary were one of the original parties thereto and (ii) be designated as a Loan Party under the Loan Documents (to the extent
not already so designated) with all the rights and obligations of a Loan Party, as fully as if the New Borrowing Subsidiary were
one of the original Borrowers under the Credit Agreement.



 


		(b)	The New Borrowing Subsidiary is a wholly-owned Restricted
Subsidiary that is a Domestic Subsidiary of the Parent Borrower that is treated as a corporation for U.S. federal income tax purposes.



 


3.          The
New Borrowing Subsidiary agrees that it shall execute and deliver a Security Agreement Supplement on the date hereof simultaneously
with the execution of this Joinder and that it will become a Grantor under, and as defined in, the Security Agreement, and will
be bound by all terms, conditions and duties applicable to a Grantor under the Security Agreement.


 


4.          This
Joinder shall be binding upon the New Borrowing Subsidiary and its respective successors and permitted assigns and shall inure
to the benefit of and be enforceable by each of the parties hereto and its successors and permitted assigns, provided, however,
that the New Borrowing Subsidiary may not assign any of its rights, obligations or interest hereunder or under any other Loan Document
other than as permitted by the Credit Agreement. THIS JOINDER AND ANY CLAIM OR CONTROVERSY RELATING TO THE SUBJECT MATTER HEREOF,
WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK. Each of the parties hereto hereby agrees that Sections 10.15 and 10.16 of the Credit Agreement are incorporated
herein mutatis mutandis. This Joinder may be executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic transmission
of an executed counterpart of a signature page to this Joinder shall be effective as delivery of an original executed counterpart
of this Joinder. In the event that any provision of this Joinder shall prove to be invalid or unenforceable, such provision shall
be deemed to be severable from the other provisions of this Joinder which shall remain binding on all parties hereto.


 


5.          From
and after the execution and delivery hereof by the parties hereto, this Joinder shall constitute a “Loan Document”
for all purposes of the Credit Agreement and the other Loan Documents.


 


*       *       *


 




     


     


    

 


IN WITNESS WHEREOF, the New
Borrowing Subsidiary has caused this Joinder to be duly executed and delivered as of the date first above written.


 


	 	[NAME OF DOMESTIC SUBSIDIARY]
	 	 
	 	By:	                                  
	 	 	Name:
	 	 	Title:


 


	Accepted and Acknowledged by: 	 
	 	 
	BANK OF AMERICA, N.A.,

                    as Administrative Agent
	 
	 	 
	By:	                   	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


EXHIBIT I-1


 


FORM OF


UNITED STATES TAX COMPLIANCE CERTIFICATE


(For Non-U.S. Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is made to
the ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC),
a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately
after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation of the Debt Assumption,
the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company” and, upon
the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party thereto from time
to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Issuing Bank and Swing
Line Lender and the Lenders and other parties from time to time party thereto. Capitalized terms used herein but not otherwise
defined shall have the meaning given to such term in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it
is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the
“Code”), (iii) it is not a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B)
of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrowers as described in Section 881(c)(3)(C)
of the Code, and (v) no payments in connection with any Loan Document are effectively connected with a United States trade or
business conducted by the undersigned.


 


The undersigned has
furnished the Administrative Agent and the Borrowers with a certificate of its non-U.S. person status on Internal Revenue Service
Form W-8 BEN-E or W-8BEN (or successor form(s)), as applicable. By executing this certificate, the undersigned agrees that (1)
if the information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information
on this certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrowers
and the Administrative Agent in writing and deliver promptly to the Borrowers and the Administrative Agent an updated certificate
or other appropriate documentation (including any new documentation reasonably requested by the Borrowers or the Administrative
Agent) or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the
undersigned shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made by to the undersigned or at such times are
as reasonably requested by the Borrowers or the Administrative Agent.


 


[Signature Page Follows]


 




     


     


    

 


	 	[Lender]
	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[Address]
	 	 	 
	Dated: __________________________, 20[ ]	 	 


 




     


     


    

 


EXHIBIT I-2


 


FORM OF


UNITED STATES TAX COMPLIANCE CERTIFICATE


(For Non-U.S. Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is made to
the ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC),
a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately
after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation of the Debt Assumption,
the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company” and, upon
the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party thereto from time
to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Issuing Bank and Swing
Line Lender and the Lenders and other parties from time to time party thereto. Capitalized terms used herein but not otherwise
defined shall have the meaning given to such term in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s)
(as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect
partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither
the undersigned nor any of its direct or indirect partners/members claiming the portfolio interest exemption (the “applicable
partners/members”) is a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of
1986, as amended, (the “Code”), (iv) none of its applicable partners/members is a ten percent shareholder of
the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its applicable partners/members is a “controlled
foreign corporation” related to the Borrowers described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection
with any Loan Document are effectively connected with a United Statues trade or business conducted by the undersigned or its applicable
partners/members.


 


The undersigned has furnished
the Administrative Agent and the Borrowers with Internal Revenue Service Form W-8IMY accompanied by one of the following forms
from each of its partners/members claiming the portfolio interest exemption (or successor form(s), as applicable): (i) a Form W-8BEN
or W-8BEN-E or (ii) a Form W-8IMY accompanied by a Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial
owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the
information provided on this certificate changes, or if a lapse in time or change in circumstances renders the information on this
certificate obsolete, expired or inaccurate in any material respect, the undersigned shall promptly so inform the Borrowers and
the Administrative Agent in writing and promptly deliver to the Borrowers and the Administrative Agent an updated certificate or
other appropriate documentation (including any new documentation reasonably requested by the Borrowers or the Administrative Agent)
or promptly notify the Borrowers and the Administrative Agent in writing of its legal ineligibility to do so, and (2) the undersigned
shall have at all times furnished the Borrowers and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned or at such times are as reasonably
requested by the Borrowers and the Administrative Agent.


 


[Signature Page Follows]


 




     


     


    

 


	 	[Lender]
	 	 
	 	By:	      
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[Address]
	 	 	 
	Dated: __________________________, 20[ ]	 	 


 




     


     


    

 


EXHIBIT I-3


 


FORM OF


UNITED STATES TAX COMPLIANCE CERTIFICATE


(For Non-U.S. Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is made to
the ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC),
a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately
after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation of the Debt Assumption,
the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company” and, upon
the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party thereto from time
to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Issuing Bank and Swing
Line Lender and the Lenders and other parties from time to time party thereto. Capitalized terms used herein but not otherwise
defined shall have the meaning given to such term in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.01(d) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record
and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iii)
it is not a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled
foreign corporation” related to the Borrowers described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection
with any Loan Document are effectively connected with a United States trade or business conducted by the undersigned.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. person status on Internal Revenue Service Form W-8BEN-E or W-8BEN-E
(or successor form(s)), as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete,
expired or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly
to such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested
by such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have
at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in
which each payment is to be made to the undersigned or at such times are as reasonably requested by such Lender.


 


[Signature Page Follows]


 




     


     


    

 


	 	[Participant]
	 	 
	 	By:	  
	 	Name:	        
	 	Title:	 
	 	 	 
	 	[Address]
	 	 	 
	Dated: __________________________, 20[ ]	 	 


 




     


     


    

 


EXHIBIT I-4


 


FORM OF


UNITED STATES TAX COMPLIANCE CERTIFICATE


(For Non-U.S. Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is made to
the ABL Credit Agreement, dated as of August 6, 2019 (as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Credit Agreement”), among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC),
a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately
after the consummation of the Merger and the effectiveness of the Credit Agreement until the consummation of the Debt Assumption,
the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company” and, upon
the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party thereto from time
to time, the Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent, Issuing Bank and Swing
Line Lender and the Lenders and other parties from time to time party thereto. Capitalized terms used herein but not otherwise
defined shall have the meaning given to such term in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.01(d) and Section 10.07(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record
owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are
the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members
claiming the portfolio interest exemption (the “applicable partners/members”) is a “bank” within
the meaning of Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”), (iv) none
of its applicable partners/members is a ten percent shareholder of the Borrowers within the meaning of Section 871(h)(3)(B) of
the Code, (v) none of its applicable partners/members is a “controlled foreign corporation” related to the Borrowers
described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected
with a United States trade or business conducted by the undersigned or its applicable partners/members.


 


The undersigned has furnished
its participating Lender with Internal Revenue Service Form W-8IMY accompanied by one of the following forms from each of its partners/members
claiming the portfolio interest exemption (or successor form(s), as applicable): (i) a Form W-8BEN or W-8BEN-E or (ii) a Form W-8IMY
accompanied by a Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the
portfolio interest exemption By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, or if a lapse in time or change in circumstances renders the information on this certificate obsolete, expired
or inaccurate in any material respect, the undersigned shall promptly so inform such Lender in writing and deliver promptly to
such Lender an updated certificate or other appropriate documentation (including any new documentation reasonably requested by
such Lender) or promptly notify such Lender in writing of its legal ineligibility to do so, and (2) the undersigned shall have
at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in
which each payment is to be made to the undersigned or at such times are as reasonably requested by such Lender.


 


[Signature Page Follows]


 




     


     


    

 


	 	[Participant]
	 	 
	 	By:	         
	 	Name:	 
	 	Title:	 
	 	 	 
	 	[Address]
	 	 	 
	Dated: _______________________, 20[ ]	 	 


 




     


     


    

 


EXHIBIT J


 


[RESERVED]


 




     


     


    

 


EXHIBIT K


 


[RESERVED]


 




     


     


    

 


EXHIBIT L


 


[RESERVED]


 




     


     


    

 


EXHIBIT M


 


FORM OF ABL INTERCREDITOR AGREEMENT


 


[attached]


 






     


     


    

 


EXHIBIT N


 


FORM OF BORROWING BASE CERTIFICATE


 


[see attached]