Exhibit 10.1


 


EXECUTION VERSION


 


SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT


 


Dated as of December 22, 2022


 


among


 


GYP HOLDINGS III CORP.


 


as the U.S. Borrower and as the Lead Borrower,


 


TITAN GMS LIMITED PARTNERSHIP


 


as the Canadian Borrower,


 


GYP HOLDINGS II CORP.


 


as Holdings,


 


WELLS FARGO BANK, N.A.,


 


as Administrative Agent and Collateral Agent,


 


THE OTHER LENDERS PARTY HERETO,


 


TRUIST BANK,


 


as Syndication Agent,


 


CITIZENS BANK, N.A., and


 


JPMORGAN CHASE BANK, N.A.,


 


as Co-Documentation Agents,


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION, and


 


TRUIST SECURITIES, INC.,


 


as Joint Lead Arrangers and Joint Bookrunners


 






    


     


    

 







TABLE OF CONTENTS


 


	Section	Page




 


Article I

DEFINITIONS AND ACCOUNTING TERMS


 


	1.01	Defined Terms	1
	1.02	Other Interpretive Provisions	74
	1.03	Accounting Terms	75
	1.04	Rounding	76
	1.05	References to Agreements and Laws	76
	1.06	Times of Day	76
	1.07	[Reserved]	76
	1.08	Exchange Rates; Currency Equivalents	76
	1.09	Pro Forma Calculations	77
	1.10	Basket Calculations	77
	1.11	Letter of Credit Amounts	77
	1.12	Divisions	78
	1.13	Rates	78
	1.14	Quebec Interpretation	78



 


Article II

the COMMITMENTS and Credit Extensions


 


	2.01	The Revolving Credit Loans	79
	2.02	Borrowings	80
	2.03	Letters of Credit	86
	2.04	[Reserved]	94
	2.05	Prepayments	94
	2.06	Termination or Reduction of Revolving Credit Commitments	95
	2.07	Repayment of Loans	97
	2.08	Interest	97
	2.09	Fees	98
	2.10	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	99
	2.11	Evidence of Indebtedness	100
	2.12	Payments Generally; Administrative Agent’s Clawback	100
	2.13	Sharing of Payments	103
	2.14	Revolving Credit Commitment Increases	103
	2.15	Cash Collateral	107
	2.16	Defaulting Lenders	108
	2.17	Designation of Lead Borrower as Agent	110
	2.18	Designated Account	111
	2.19	Maintenance of Loan Account; Statement of Obligations	111
	2.20	Eurocurrency Rate Option and RFR Option	112
	2.21	Joint and Several Liability of Borrowers	117



 






    


     


    

 


Article III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY


 


	3.01	Taxes	121
	3.02	[Reserved]	125
	3.03	[Reserved]	125
	3.04	Increased Cost and Reduced Return; Capital Adequacy	125
	3.05	[Reserved]	126
	3.06	Matters Applicable to All Requests for Compensation	126
	3.07	Replacement of Lenders under Certain Circumstances	127
	3.08	Survival	128



 


Article IV

CONDITIONS PRECEDENT TO Credit Extensions


 


	4.01	Conditions to Initial Credit Extension	128
	4.02	Conditions to All Credit Extensions	132



 


Article V

REPRESENTATIONS AND WARRANTIES


 


	5.01	Existence, Qualification and Power; Compliance with Laws	133
	5.02	Authorization; No Contravention	133
	5.03	Governmental Authorization; Other Consents	133
	5.04	Binding Effect	134
	5.05	Financial Statements; No Material Adverse Effect	134
	5.06	Litigation	135
	5.07	No Default	135
	5.08	Ownership of Property; Liens	135
	5.09	Environmental Matters	135
	5.10	Taxes	136
	5.11	ERISA/Canadian Pension Plan Compliance	136
	5.12	Subsidiaries; Equity Interests	137
	5.13	Margin Regulations; Investment Company Act	137
	5.14	Disclosure	138
	5.15	Compliance with Laws	138
	5.16	Intellectual Property	138
	5.17	Solvency	138
	5.18	Labor Matters	139
	5.19	Perfection, Etc.	139
	5.20	OFAC and PATRIOT Act Compliance	139
	5.21	[Reserved]	139
	5.22	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	139
	5.23	Designation as Senior Debt	140
	5.24	Tax Reporting Compliance	140



 






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Article VI

AFFIRMATIVE COVENANTS


 


	6.01	Financial Statements	140
	6.02	Certificates; Other Information	141
	6.03	Notices	144
	6.04	Payment of Obligations	145
	6.05	Preservation of Existence, Etc.	145
	6.06	Maintenance of Properties	145
	6.07	Maintenance of Insurance	145
	6.08	Compliance with Laws	145
	6.09	Books and Records	146
	6.10	Inspection Rights	146
	6.11	Use of Proceeds	147
	6.12	Covenant to Guarantee Obligations and Give Security	147
	6.13	Compliance with Environmental Laws	148
	6.14	Further Assurances, Post Closing Obligations	149
	6.15	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws	150
	6.16	Conference Calls	150
	6.17	ERISA	150
	6.18	Cash Management	150
	6.19	Physical Inventories	151



 


Article VII

NEGATIVE COVENANTS


 


	7.01	Liens	152
	7.02	Investments	155
	7.03	Indebtedness	159
	7.04	Fundamental Changes	161
	7.05	Dispositions	162
	7.06	Restricted Payments	164
	7.07	Change in Nature of Business	167
	7.08	Transactions with Affiliates	167
	7.09	Burdensome Agreements	168
	7.10	Use of Proceeds	169
	7.11	Fixed Charge Coverage Ratio	170
	7.12	Amendments of Organization Documents	170
	7.13	Accounting Changes	170
	7.14	Prepayments, Etc. of Indebtedness and Modifications of Certain Debt Instruments	170
	7.15	Holding Companies	171
	7.16	Deposit Accounts; Credit Card Processors	171
	7.17	Canadian Defined Benefit Pension Plans	171



 






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Article VIII

EVENTS OF DEFAULT AND REMEDIES


 


	8.01	Events of Default	172
	8.02	Remedies Upon Event of Default	175
	8.03	Right to Cure	175
	8.04	Application of Funds	176



 


Article IX

ADMINISTRATIVE AGENT AND OTHER AGENTS


 


	9.01	Appointment and Authorization of Agents	178
	9.02	Delegation of Duties	179
	9.03	Liability of Agents	179
	9.04	Reliance by Agents	180
	9.05	Notice of Default	180
	9.06	Credit Decision; Disclosure of Information by Agents	181
	9.07	Indemnification of Agents	181
	9.08	Agents in their Individual Capacities	182
	9.09	Successor Agents	182
	9.10	Administrative Agent May File Proofs of Claim	183
	9.11	Collateral and Guaranty Matters	184
	9.12	Secured Cash Management Agreements and Secured Hedge Agreements	185
	9.13	Other Agents; Arranger and Managers	185
	9.14	Appointment of Supplemental Administrative Agents	185
	9.15	Withholding	186
	9.16	Certain ERISA Matters	186
	9.17	Field Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	188



 






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Article X

MISCELLANEOUS


 


	10.01	Amendments, Etc.	189
	10.02	Notices; Effectiveness; Electronic Communications	191
	10.03	No Waiver; Cumulative Remedies; Enforcement	194
	10.04	Expenses and Taxes	195
	10.05	Indemnification by the Lead Borrower	196
	10.06	Payments Set Aside	197
	10.07	Successors and Assigns	198
	10.08	Confidentiality	203
	10.09	Setoff	204
	10.10	Interest Rate Limitation	204
	10.11	Counterparts	205
	10.12	Integration; Effectiveness	205
	10.13	Survival of Representations and Warranties	205
	10.14	Severability	205
	10.15	Governing Law; Jurisdiction; Etc.	206
	10.16	WAIVER OF RIGHT TO TRIAL BY JURY	207
	10.17	Binding Effect	207
	10.18	No Advisory or Fiduciary Responsibility	207
	10.19	Affiliate Activities	208
	10.20	Electronic Execution	208
	10.21	USA PATRIOT ACT; “Know Your Customer” Checks	209
	10.22	Keepwell	210
	10.23	ABL/Term Intercreditor Agreement	210
	10.24	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	210
	10.25	Acknowledgement Regarding Any Supported QFCs	211
	10.26	Amendment and Restatement; No Novation	212
	10.27	Erroneous Payments	213
	10.28	Judgment Currency	215
	10.29	Applicable Designees	216
	10.30	Hypothecary Representative	216



 






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SCHEDULES


 


	 	I	 	 	Loan Parties
	 	II	 	 	Immaterial Subsidiaries
	 	III	 	 	Designated Account
	 	IV	 	 	Administrative Agent’s Account
	 	2.01	 	 	Revolving Credit Commitments and Pro Rata Shares
	 	5.09	 	 	Environmental Matters
	 	5.11(d)	 	Pension Plans
	 	5.12	 	 	Subsidiaries and Other Equity Investments
	 	5.16	 	 	Intellectual Property
	 	5.18	 	 	Labor Matters
	 	6.02(e)	 	Financial and Collateral Reports
	 	7.01(b)	 	Existing Liens
	 	7.02(f)	 	Existing Investments
	 	7.03(b)	 	Existing Indebtedness
	 	7.08(o)	 	Existing Affiliate Transactions
	 	10.02(a)	 	Administrative Agent’s Office, Certain Addresses for Notices




 


EXHIBITS


 


	 	 	 	 	Form of
	 	 	 	 	 
	 	A-1	 	 	Committed Loan Notice
	 	B	 	 	Borrowing Base Certificate
	 	C-1	 	 	Revolving Credit Note
	 	C-2	 	 	Swing Line Note
	 	D	 	 	Compliance Certificate
	 	E-1	 	 	Assignment and Assumption
	 	E-2	 	 	Administrative Questionnaire
	 	J	 	 	Solvency Certificate
	 	K	 	 	U.S. Tax Compliance Certificate
	 	L	 	 	Cash Management/Secured Hedge Notice
	 	M	 	 	Intercompany Note
	 	O	 	 	Credit Card Notification
	 	P	 	 	Eurocurrency Rate Notice
	 	R	 	 	RFR Notice




 






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SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT


 


This SECOND AMENDED AND RESTATED
ABL CREDIT AGREEMENT is entered into as of December 22, 2022, among GYP HOLDINGS III CORP., a Delaware corporation (the “U.S.
Borrower”), TITAN GMS LIMITED PARTNERSHIP, a Manitoba limited partnership (the “Canadian Borrower”;
together with the U.S. Borrower, collectively, the “Borrowers” and individually, a “Borrower”),
GYP HOLDINGS II CORP., a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively,
the “Lenders” and individually, a “Lender”), and WELLS FARGO BANK, N.A., as Administrative
Agent, as Collateral Agent, as Swing Line Lender and as an L/C Issuer.


 


PRELIMINARY STATEMENTS


 


The U.S. Borrower, Holdings,
and the other Borrowers (as defined in the Existing Credit Agreement (as defined below)) party thereto have entered into that certain
Amended and Restated ABL Credit Agreement dated as of September 30, 2019 (as amended by that certain First Amendment to Amended and Restated
ABL Credit Agreement dated as of November 30, 2021, and as further amended, restated, amended and restated, supplemented or otherwise
modified from time to time prior to the date hereof, the “Existing Credit Agreement”) with Wells Fargo, as Administrative
Agent (as defined therein) and Collateral Agent (as defined therein) thereunder, and each lender from time to time party thereto.


 


The Borrowers and Holdings have
requested that the Administrative Agent and the Lenders amend and restate the Existing Credit Agreement, which shall continue the senior
revolving credit and letter of credit facilities to the Borrowers.


 


The Lenders and the L/C Issuer
have indicated their willingness to amend and restate the Existing Credit Agreement and make the Loans and issue the Letters of Credit
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


 


1.01          
Defined Terms. As used in this Agreement (including the preliminary statements above), the following terms shall have the
meanings set forth below:


 


“ABL
Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party
arising under any Loan Document or otherwise, with respect to any Loan, Letter of Credit, Secured Cash Management Agreement or
Secured Hedge Agreement (other than Excluded Swap Obligations), in each case whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that
accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the
debtor in such proceeding (or that would accrue but for the commencement of such proceeding), regardless of whether such interest
and fees are allowed claims in such proceeding. Without limiting the generality of the foregoing, the ABL Obligations of the Loan
Parties under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges,
expenses, fees, costs, indemnities and other amounts payable by any Loan Party under any Loan Document, (b) the obligation of
any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay
or advance on behalf of such Loan Party, and (c) all amounts payable under Sections 10.04 and 10.05; provided
that the ABL Obligations shall not include Excluded Swap Obligations.


 






     


     


    

 


“ABL Priority Collateral”
has the meaning specified in the ABL/Term Intercreditor Agreement.


 


“ABL/Term Intercreditor
Agreement” means the ABL/Term Intercreditor Agreement, dated as of the Original Closing Date (as amended, restated, supplemented
or otherwise modified from time to time in accordance with the terms thereof), among Holdings, the U.S. Borrower, the other Loan Parties
party thereto, Wells Fargo as Representative for the Secured Parties and Credit Suisse as Representative for the Initial First Lien Term
Secured Parties and as Representative for the Initial Second Lien Term Secured Parties (as such terms are defined therein).


 


“Acceptable Credit
Card Processor” means any major credit or debit card processor (including Visa, MasterCard, American Express, Diners Club,
and other processors reasonably acceptable to the Administrative Agent in its Permitted Discretion).


 


“Account”
means (a) in relation to U.S. Loan Parties, an account (as that term is defined in the Uniform Commercial Code) and (b) in relation to
Canadian Loan Parties, an account (as that term is defined in the PPSA), and, in each case, also means a right to payment of a monetary
obligation, whether or not earned by performance, (i) for property that has been or is to be sold, leased, licensed, assigned, or otherwise
disposed of, (ii) for services rendered or to be rendered or (iii) arising out of the use of a credit or charge card or information contained
on or for use with the card.


 


“Account Debtor”
means a Person obligated under an Account.


 


“Acquired Accounts”
means Accounts owing to a Person that becomes a Loan Party after the Second Restatement Effective Date (or, in the case of any Person
which is a Canadian Loan Party as of the Second Restatement Effective Date, on the Second Restatement Effective Date) or acquired in a
Permitted Acquisition; provided, however, that such Accounts shall cease to be Acquired Accounts upon the Administrative
Agent’s receipt or completion of (a) a field exam from a field examiner reasonably satisfactory to the Administrative Agent and
establishing Reserves (if applicable) therefor, and (b) such other due diligence as the Administrative Agent may reasonably require, all
of the results of the foregoing to be reasonably satisfactory to the Administrative Agent.


 


“Acquired Borrowing
Base Assets” means Acquired Accounts and Acquired Inventory.


 


“Acquired Business”
has the meaning specified in Section 7.02(i).


 






    	 	2	 



     


    

 


“Acquired Inventory”
means Inventory owned by a Person that becomes a Loan Party after the Second Restatement Effective Date (or, in the case of any Person
which is a Canadian Loan Party as of the Second Restatement Effective Date, on the Second Restatement Effective Date) or acquired in a
Permitted Acquisition; provided, however, that such Inventory shall cease to be Acquired Inventory upon the Administrative
Agent’s receipt or completion of (a) an appraisal of such Inventory from an independent appraiser reasonably satisfactory to the
Administrative Agent and establishing Inventory Reserves (if applicable) therefor, and (b) such other due diligence as the Administrative
Agent may reasonably require, all of the results of the foregoing to be reasonably satisfactory to the Administrative Agent.


 


“Adjustment Date”
means the first day of each fiscal quarter, commencing with the first day of the fiscal quarter ending on April 30, 2023.


 


“Administrative
Agent” means Wells Fargo, in its capacity as administrative agent under the Loan Documents, and any successor administrative
agent.


 


“Administrative
Agent’s Account” means, in respect of any Currency, the corresponding deposit account of Administrative Agent identified
on Schedule IV (or such other deposit account of Administrative Agent that has been designated as such, in writing, by Administrative
Agent to Borrowers and the Lenders).


 


“Administrative
Agent’s Office” means, with respect to any Currency, the Administrative Agent’s address as set forth on Schedule 10.02(a),
or such other address as the Administrative Agent may from time to time notify the Borrowers and the Lenders.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit E-2 or any other form approved
by the Administrative Agent.


 


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


 


“Affected Lender”
has the meaning specified in Section 3.04(d).


 


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


 


“Agent-Related Persons”
means each Agent, together with its Affiliates, and the officers, directors, employees, partners, members, representatives, agents, attorneys-in-fact,
trustees and advisors of such Persons and Affiliates and their respective successors and assigns.


 


“Agents”
means, collectively, the Administrative Agent, the Collateral Agent, the Syndication Agent and the Supplemental Administrative Agents
(if any).


 


“Agent Assignee”
has the meaning specified in Section 10.27.


 






    	 	3	 



     


    

 


“Agreement Currency”
has the meaning specified in Section 10.28.


 


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


 


“Agreement”
means this Second Amended and Restated ABL Credit Agreement, as amended, restated, supplemented or modified from time to time in accordance
with its terms.


 


“Alternative Currency”
means Canadian Dollars.


 


“Alternative Currency
Equivalent” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the
applicable Alternative Currency as determined by Administrative Agent or the applicable L/C Issuer, as the case may be, in its sole discretion
by reference to the Spot Rates (as determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency
with Dollars; provided, however, that if no such rate is available, the “Alternative Currency Equivalent” shall
be determined by Administrative Agent or the applicable L/C Issuer, as the case may be, using any reasonable method of determination it
deems appropriate in its sole discretion (and such determination shall be conclusive absent manifest error).


 


“Anticipated Cure
Deadline” has the meaning specified in Section 8.03(b).


 


“Anti-Corruption
Laws” means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances
concerning or relating to bribery or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates is
located or is doing business.


 


“Anti-Money Laundering
Laws” means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries or
Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial
record keeping and reporting requirements related thereto.


 


“Applicable Designee”
has the meaning specified in Section 10.29.


 


“Applicable Period”
has the meaning specified in Section 2.10(b).


 


“Applicable Rate”
means (a) in the case of (i) a SOFR Rate Loan, the applicable rate set forth in the following table under the heading Dollar Denominated
Loans and (ii) a Base Rate Loan denominated in Dollars, the applicable rate set forth in the following table under the heading Dollar
Denominated Loans, and (b) in the case of (i) a Eurocurrency Rate Loan, the applicable rate set forth in the following table under the
heading Canadian Dollar Denominated Loans and (ii) a Base Rate Loan denominated in Canadian Dollars, the applicable rate set forth in
the following table under the heading Canadian Dollar Denominated Loans, in each case, that corresponds to the most recent Average Daily
Availability (expressed as a percentage of the Line Cap) for the most recently completed fiscal quarter ended immediately prior to an
Adjustment Date; provided, that for the period from the Second Restatement Effective Date through and including the first Adjustment
Date, the Applicable Rate shall be set at the rate in the row styled “Pricing Level 2”:


 






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	Dollar Denominated
    Loans
	Pricing 
 Level	 	Average Daily 
 Availability	 	Applicable 

    Rate for SOFR 
 Rate Loans 
 (the “SOFR 
 Rate Margin”)	 	 	Applicable 

Rate
    for Base 

Rate Loans 

(the “U.S. 

Base Rate 

Margin”)	 
	1	 	> 66.7%	 	 	1.35	%	 	 	0.25	%
	2	 	< 66.7%	 	 	1.60	%	 	 	0.50	%



 


	Canadian Dollar Denominated Loans
	Pricing Level	 	Average Daily 
 Availability	 	Applicable 
 Rate for 
 Eurocurrency 
 Rate Loans 
 (the 
 “Eurocurrency 
 Rate Margin”)	 	 	Applicable 
 Rate for Base 
 Rate Loans 
 (the “Canadian 
 Base Rate
 Margin”)	 
	1	 	> 66.7%	 	 	1.35	%	 	 	0.25	%
	2	 	< 66.7%	 	 	1.60	%	 	 	0.50	%



 


Any increase or decrease in
the Applicable Rate resulting from a change in Average Daily Availability shall become effective as of the third Business Day immediately
following the date a Borrowing Base Certificate is delivered pursuant to Section 6.02(b); provided, however, that
 “Pricing Level 2” shall apply (x) as of the first Business Day at any time after the date on which a Borrowing Base Certificate
was required to have been delivered but was not delivered (or was delivered but did not contain the calculations of Average Daily Availability)
until the first Business Day immediately following the date on which such Borrowing Base Certificate (which includes calculations of Average
Daily Availability) is delivered and (y) at all times during the existence of an Event of Default.


 


Notwithstanding anything to
the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions
of Section 2.10(b).


 


“Appraised Value”
means the appraised orderly liquidation value of Eligible Inventory, net of costs and expenses to be incurred in connection with any such
liquidation, which value is expressed as a percentage of Cost of Eligible Inventory as set forth in the Inventory stock ledger of the
applicable Loan Party, which value shall be determined from time to time by reference to the most recent appraisal undertaken by an independent
appraiser engaged by the Administrative Agent and reasonably satisfactory to the Lead Borrower.


 






    	 	5	 



     


    

 


“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.


 


“Arrangers”
means each of Wells Fargo and Truist Securities, Inc., in their respective capacities as exclusive joint lead arrangers and joint bookrunners.


 


“Assignee Group”
means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.


 


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


 


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


 


“Availability”
means, at any time, the result, if a positive number, of (a) the Line Cap at such time minus (b) the Total Outstandings. In calculating
Availability at any time and for any purpose under this Agreement, the Lead Borrower shall certify to the Administrative Agent that all
accounts payable and Taxes are being paid on a timely basis.


 


“Availability
Reserves” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through
eligibility criteria or in the determination of Appraised Value, such Reserves as the Administrative Agent from time to time
determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to the Agents’ ability to realize
upon the Collateral, (b) to reflect claims and liabilities that the Administrative Agent determines will need to be satisfied in
connection with the realization upon the Collateral, (c) to reflect criteria, events, conditions, contingencies or risks which
adversely affect any component of the Borrowing Base or the assets, business, financial performance or financial condition of any
Loan Party, (d) to reflect that a Default or an Event of Default then exists, (e) to reflect any Accounts that are subject to any
Lien permitted under Section 7.01(p) or (dd) (unless the proceeds from such Accounts are deposited in accounts that
are dedicated for the sole purpose of collection of proceeds from such Accounts and such arrangements are reasonably satisfactory to
the Administrative Agent) or (f) to reflect any restrictions in the Term Loan Documents or in the documents governing any Permitted
Term Refinancing Debt on the incurrence of Indebtedness by the Loan Parties, but only to the extent that such restrictions reduce,
or with the passage of time could reduce, the amounts available to be borrowed hereunder in order for the Loan Parties to comply
with the Term Loan Documents, or the documents or the documents governing any Permitted Term Refinancing Debt. Without limiting the
generality of the foregoing, Availability Reserves may include (but are not limited to), in the Administrative Agent’s
Permitted Discretion, Reserves based on: (i) rent (not to exceed two months’ rent for each location plus any past due rent)
for any locations leased by a Loan Party unless, in each case, the applicable lessor has delivered to the Administrative Agent, as
applicable, a Collateral Access Agreement; (ii) customs duties, and other costs to release Inventory which is being imported into
the United States or Canada; (iii) outstanding Taxes and other governmental charges, including, without limitation, ad valorem,
real estate, personal property, sales, goods and services taxes, claims of the PBGC and other Taxes which may have priority over the
interests of the Administrative Agent in any Collateral; (iv) salaries, wages, vacation pay and benefits due and owing to employees
of any Loan Party; (v) customer deposits; (vi) Reserves for reasonably anticipated changes in the Appraised Value of Eligible
Inventory between appraisals; (vii) Reserves for dilution of Eligible Accounts to the extent that the Dilution Percentage exceeds
5.0%; (viii) warehousemen’s, carrier’s or bailee’s charges and other Permitted Encumbrances which may have
priority over the interests of the Administrative Agent in any Collateral; (ix) amounts due to vendors on account of consigned
goods; (x) at any time that Availability is less than 20.0% of the Line Cap, Reserves to reflect the reasonably anticipated
liabilities and obligations of the Loan Parties with respect to any Secured Hedge Agreement or Secured Cash Management Agreement
then provided or outstanding; provided that if any Secured Hedge Agreement or Secured Cash Management Agreement is secured on
a pari passu basis with the Revolving Credit Facility, Reserves may be established regardless of Availability at such time;
and (xi) amounts owing by the respective Canadian Loan Parties in respect of Canadian Priority Payables. The amount of any Reserve
established by the Administrative Agent hereunder shall have a reasonable relationship to the event, condition or other matter which
is the basis for such Reserve.


 






    	 	6	 



     


    

 


“Available Tenor”
means, as of any date of determination and with respect to any then-current Benchmark, for any Currency, as applicable, (a) if such Benchmark
is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period
pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component
thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark,
in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the
definition of “Interest Period” pursuant to Section 2.20(d)(iii)(D).


 


“Average Daily Availability”
means, at any time, the average daily Availability for the immediately preceding fiscal quarter.


 


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


 


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


 


“Base Rate”
means the U.S. Base Rate or the Canadian Base Rate, as the context may require.


 






    	 	7	 



     


    

 


“Base Rate CDOR”
means, for any calculation with respect to a Base Rate Loan on any day, CDOR, for a tenor of one month at approximately 10:00 a.m. (Toronto,
Ontario time) on such day.


 


“Base Rate Loan”
means each portion of the Loans that bears interest at a rate determined by reference to the U.S. Base Rate or the Canadian Base Rate,
as the context may require. All Base Rate Loans shall be denominated in Dollars (if bearing interest at the U.S. Base Rate) or denominated
in Canadian Dollars (if bearing interest at the Canadian Base Rate), as the case may be.


 


“Base Rate Term
SOFR Determination Day” has the meaning specified therefor in the definition of “Term SOFR”.


 


“Benchmark”
means, initially, with respect to any (a) ABL Obligations, interest, fees, commissions or other amounts denominated in, or calculated
with respect to, Dollars, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect
to the Term SOFR Reference Rate or then-current Benchmark for Dollars, then “Benchmark” means, with respect to such ABL Obligations,
interest, fees, commissions or other amounts, the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced
such prior benchmark rate pursuant to Section 2.20, and (b) ABL Obligations denominated in, or calculated with respect to, Canadian
Dollars, CDOR; provided that if a Benchmark Transition Event has occurred with respect to CDOR or the then-current Benchmark for
such Currency, then “Benchmark” means, with respect to such ABL Obligations, interest, fees, commissions or other amounts,
the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to
Section 2.20.


 


“Benchmark Replacement”
means with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that
has been selected by Administrative Agent and Lead Borrower as the replacement for such Benchmark giving due consideration to (i) any
selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental
Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for such Benchmark for
syndicated credit facilities denominated in the applicable Currency at such time and (b) the related Benchmark Replacement Adjustment;
provided that, in each case, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement
shall be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.


 


“Benchmark
Replacement Adjustment” means, with respect to any replacement of any then-current Benchmark with an Unadjusted
Benchmark Replacement for any applicable Available Tenor, the spread adjustment, or method for calculating or determining such
spread adjustment, (which may be a positive or negative value or zero) that has been selected by Administrative Agent and Lead
Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or
determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by
the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or
method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted
Benchmark Replacement for syndicated credit facilities denominated in the applicable Currency.


 






    	 	8	 



     


    

 


“Benchmark Replacement
Date” means, the earlier to occur of the following events with respect to the then-current Benchmark for any Currency:


 


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


 


(b)       in
the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published
component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such
Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness, non-compliance or non-alignment
will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor
of such Benchmark (or such component thereof) continues to be provided on such date.


 


For the avoidance of doubt,
the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark
upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors (if applicable)
of such Benchmark (or the published component used in the calculation thereof).


 


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


 


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


 


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


 






    	 	9	 



     


    

 


(c)       a
public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published
component used in the calculation thereof) announcing that all Available Tenors (if applicable) of such Benchmark (or such component thereof)
are not, or as of a specified future date will not be, representative.


 


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


 


“Benchmark Transition
Start Date” means with respect to any Benchmark for any Currency, in the case of a Benchmark Transition Event, the earlier
of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information
of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of
information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of
such statement or publication).


 


“Benchmark Unavailability
Period” means, with respect to any then-current Benchmark for any Currency, the period (if any) (x) beginning at the time
that a Benchmark Replacement Date with respect to such Benchmark pursuant to clauses (a) or (b) of that definition has occurred if, at
such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with
Section 2.20(d)(iii) and (y) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder
and under any Loan Document in accordance with Section 2.20(d)(iii).


 


“Beneficial Owner”
has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Securities and Exchange Act of 1934, as amended, except
that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Securities
and Exchange Act of 1934, as amended), such “person” will be deemed to have beneficial ownership of all securities that such
 “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable
or is exercisable only after the passage of time. The terms “Beneficially Owns,” “Beneficially Owned” and “Beneficial
Ownership” have a corresponding meaning.


 


“Beneficial Ownership
Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.


 


“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 and subject to Section 4975 of the Code or (c) any Person whose assets include (for
purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such
 “employee benefit plan” or “plan.”


 






    	 	10	 



     


    

 


“BIA”
means the Bankruptcy and Insolvency Act (Canada), as now and hereinafter in effect, or any successor statute.


 


“Blocked Account
Agreement” means, with respect to any deposit or securities account established by a (a) U.S. Loan Party, an agreement,
in form and substance reasonably satisfactory to the Collateral Agent, establishing Control (as defined in the Uniform Commercial Code)
of such Blocked Account by the Collateral Agent (for the benefit of itself and the other Secured Parties) and whereby the Person maintaining
such account agrees, during a Cash Dominion Trigger Period, to comply only with the instructions originated by the Collateral Agent without
the further consent of any Loan Party, and (b) Canadian Loan Party, an agreement, in form and substance reasonably satisfactory to the
Collateral Agent, establishing control (if required for perfection under the applicable PPSA) of such Blocked Account by the Collateral
Agent (for the benefit of itself and the other Secured Parties) and whereby the Person maintaining such account agrees, during a Cash
Dominion Trigger Period, to comply only with the instructions originated by the Collateral Agent without the further consent of any Loan
Party.


 


“Blocked Account
Bank” means each bank or securities intermediary with whom deposit or securities accounts are maintained in which any funds
of any of the Loan Parties from one or more DDAs are held and with whom a Blocked Account Agreement has been, or is required to be, executed
in accordance with the terms of any Loan Document.


 


“Blocked Accounts”
has the meaning provided in Section 6.18(b).


 


“Board of Directors”
means: (a) with respect to Holdings, the Lead Borrower or any other corporation, the board of directors (or analogous governing body)
of the corporation or any committee thereof duly authorized to act on behalf of such board; (b) with respect to a partnership, the board
of directors of the general partner of the partnership; (c) with respect to a limited liability company, the managing member or members
(or analogous governing body) or any controlling committee of managing members thereof; and (d) with respect to any other Person, the
board or committee of such Person serving a similar function.


 


“Borrower”
and “Borrowers” have the meanings specified in the introductory paragraph to this Agreement.


 


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


 


“Borrowing”
means (a) a Revolving Credit Borrowing or (b) a borrowing consisting of a Swing Line Loan.


 


“Borrowing Base”
means at any time of calculation, the sum of:


 


(a)              
85% (or 90% during a Seasonal Advance Rate Period) of the Eligible Accounts (other than Eligible Credit Card Receivables and Eligible
Investment Grade Accounts) of the Loan Parties, taken as a whole; plus


 






    	 	11	 



     


    

 


(b)              
 90% of the Eligible Credit Card Receivables of the Loan Parties, taken as a whole; plus


 


(c)              
90% of the Eligible Investment Grade Accounts of the Loan Parties, taken as a whole; plus


 


(d)              
the lesser of (i) (x) 75% (or 80% during a Seasonal Advance Rate Period) of the Cost of the Eligible Inventory of the Loan Parties,
taken as a whole, net of (y) Inventory Reserves and (ii) (x) 85% (or 90% during a Seasonal Advance Rate Period) of the Appraised Value
of the Eligible Inventory of the Loan Parties, taken as a whole, net of (y) Inventory Reserves; plus


 


(e)              
100% of the aggregate amount of Borrowing Base Eligible Cash of the Loan Parties, taken as a whole; minus


 


(f)               
without duplication, the then amount of all Availability Reserves;


 


provided, however, that (i) Acquired
Borrowing Base Assets may be included in the calculation of the Borrowing Base so long as the aggregate amount included in the Borrowing
Base at any time with respect to such assets shall not exceed the lesser of (A) 10% times the Borrowing Base (calculated solely
for the purpose of this clause (i) without giving effect to the cap set forth in this clause (i)) and (B) $75,000,000 (provided,
that, Acquired Borrowing Base Assets may not be included in the Borrowing Base on and after the date that is 90 days after the applicable
Person becomes a Loan Party or such assets were acquired in an applicable Permitted Acquisition) and (ii) the Borrowing Base shall never
exceed the “ABL Cap” (as such term is defined and used in the First Lien Credit Agreement) or any similar or corresponding
provision, restriction, or limitation in any Permitted Refinancing thereof.


 


“Borrowing Base
Certificate” means a certificate substantially in the form of Exhibit B hereto (with such changes therein as may
be required by the Administrative Agent to reflect the components of and reserves against the Borrowing Base as provided for hereunder
from time to time), executed and certified as accurate and complete by a Responsible Officer of the Lead Borrower, which shall include
appropriate exhibits, schedules, supporting documentation, and additional reports as reasonably requested by the Administrative Agent.


 


“Borrowing Base
Eligible Cash” means cash and Cash Equivalents (other than Cash Equivalents specified in clauses (a)(ii), (b)(ii), and (h)
of the definition of “Cash Equivalents”) of the U.S. Loan Parties that is (a) subject to a first priority Lien in favor of
the Collateral Agent for the benefit of the Secured Parties and is not otherwise Ineligible Cash and (b) held in deposit or securities
accounts maintained in the United States, which are subject to a Blocked Account Agreement and maintained in the name of any U.S. Loan
Party.


 


“Business Day”
means (a) for all purposes other than as set forth in clause (b) below, any day that is not a Saturday, Sunday or other day on which the
Federal Reserve Bank of New York is closed, and (b) with respect to all notices and determinations in connection with, and payments of
principal and interest on, any Canadian Revolving Credit Loan, any day that is a Business Day described in clause (a) and on which banks
are open for business in Toronto, Ontario.


 






    	 	12	 



     


    

 


“Canadian Base Rate”
means, on any day, the rate per annum equal to the greatest of (a) the Floor, (b) the Base Rate CDOR plus 1.00% per
annum (provided that clause (b) shall not be applicable during any period in which Base Rate CDOR is unavailable, unascertainable
or illegal) and (c) the “prime rate” for Canadian Dollar commercial loans made in Canada as reported by Thomson Reuters
under Reuters Instrument Code <CAPRIME=> on the “CA Prime Rate (Domestic Interest Rate) – Composite Display”
page (or any successor page or such other commercially available service or source (including the Canadian Dollar “prime rate”
announced by a Schedule I bank under the Bank Act (Canada) as Administrative Agent may designate from time to time)). Any change
in the Canadian Base Rate due to a change in the foregoing rate shall be effective as of the opening of business on the effective day
of such change.


 


“Canadian Base Rate
Margin” has the meaning set forth in the definition of “Applicable Rate”.


 


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


 


“Canadian Collateral
Documents” means, collectively, the Canadian Security Agreement, the ABL/Term Intercreditor Agreement, the Canadian Intellectual
Property Security Agreement, the Canadian Deed of Hypothec, collateral assignments, Canadian Security Agreement Supplements, Canadian
Intellectual Property Security Agreement Supplements, Blocked Account Agreements or other control agreements, Collateral Access Agreements,
Credit Card Notifications, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent, the
Collateral Agent and the Lenders pursuant to Section 6.12 or 6.14, and each of the other agreements, instruments or documents
entered into by a Canadian Loan Party that creates or purports to create a Lien over all or any part of its assets in respect of the ABL
Obligations in favor of the Collateral Agent for the benefit of the Secured Parties.


 


“Canadian Deed of
Hypothec” any deed of hypothec creating a hypothec in favor of the Collateral Agent, as hypothecary representative for the
benefit of the Secured Parties, pursuant to the laws of the Province of Quebec on the assets of any Loan Party existing under the laws
of the Province of Quebec, having its domicile (within the meaning of the Civil Code of Quebec) in the Province of Quebec or having a
place of business or tangible property situated in the Province of Quebec.


 


“Canadian Defined
Benefit Pension Plan” means any Canadian Pension Plan which contains a “defined benefit provision” as defined
in subsection 147.1(1) of the Income Tax Act (Canada).


 


“Canadian Dollars”
or “Cdn$” means the lawful currency of Canada, as in effect from time to time.


 


“Canadian
Guarantors” means (a) each wholly-owned Canadian Subsidiary (which term, for purposes of this definition, shall
include non-wholly-owned Restricted Subsidiaries incorporated or organized under the laws of Canada or any province, territory, or
political subdivision thereof in which (i) the minority interests are held solely by management and employees of such Restricted
Subsidiary and (ii) the Lead Borrower directly or indirectly owns at least 80% of the Equity Interests of such Restricted
Subsidiary) of the Lead Borrower that is a Restricted Subsidiary and is listed on Schedule I as a “Canadian
Guarantor”, and (b) each other wholly-owned Canadian Subsidiary of the Lead Borrower that is a Restricted Subsidiary that
shall be required to execute and deliver a Guaranty or Guaranty supplement pursuant to Section 6.12.


 






    	 	13	 



     


    

 


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


 


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


 


“Canadian Letter
of Credit” means a letter of credit (as that term is defined in the UCC) issued by a L/C Issuer or Canadian Underlying Issuer
for the account of any Canadian Borrower pursuant to the terms of this Agreement, to be issued in Canadian Dollars.


 


“Canadian Loan Party”
means the Canadian Borrower and each Canadian Guarantor.


 


“Canadian Pension
Event” means (a) the termination in whole or in part of any Canadian Defined Benefit Pension Plan, (b) the merger of a Canadian
Pension Plan, of which a Canadian Loan Party is the administrator or plan sponsor, with another pension plan, where either plan contains
a defined benefit provision and has at any time been funded by a trust, (c) a material change in the contribution rates payable by a Canadian
Loan Party to a Canadian Pension Plan, (d) the receipt by any Canadian Loan Party of any notice concerning liability arising from the
withdrawal or partial withdrawal of any Canadian Loan Party or any other party from a Canadian Pension Plan, (e) the occurrence of an
event under the Income Tax Act (Canada) that could reasonably be expected to affect the registered status of any Canadian Pension Plan,
(f) the receipt by any Canadian Loan Party of any order or notice of intention to issue an order from the applicable pension standards
regulator that could reasonably be expected to affect the registered status or cause the termination (in whole or in part) of any Canadian
Defined Benefit Pension Plan, (g) the receipt of notice by the administrator or the funding agent of any failure to remit contributions
to a Canadian Pension Plan by the applicable Canadian Loan Party, (h) the adoption of any amendment to a Canadian Pension Plan that would
require the provision of security pursuant to applicable law, or (i) the receipt by any Canadian Loan Party of notice of any other event
or condition with respect to a Canadian Pension Plan that could reasonably be expected to have a Material Adverse Effect.


 


“Canadian Pension
Plan” means a pension plan that is a “registered pension plan” (as defined in the Income Tax Act(Canada)) or
that is required to be registered under, or is subject to, the Pension Benefits Act (Ontario), Pension Benefits Standards Act (British
Columbia) or other Canadian federal or provincial law with respect to pension benefits standards and that is maintained or contributed
to by a Canadian Loan Party for its employees or former employees, but does not include the Canada Pension Plan or the Québec Pension
Plan as maintained by the Government of Canada or the Province of Québec, respectively.


 






    	 	14	 



     


    

 


“Canadian Priority
Payables” means, at any time, with respect to the Canadian Loan Parties:


 


(a)       the
amount past due and owing by such Person, or the accrued amount for which such Person has an obligation to remit to a Governmental Authority
or other Person pursuant to any applicable law, rule or regulation, in respect of (i) a Canada Pension Plan or other statutory pension
plan contributions; (ii) unemployment insurance; (iii) goods and services taxes, sales taxes, employee income taxes and other
taxes payable or to be remitted or withheld; (iv) workers’ compensation and employment insurance; (v) wages, vacation
or holiday pay and severance pay; (vi) obligations owing to a supplier in respect of which section 81.1 of the Bankruptcy and
Insolvency Act (Canada) applies; and (vii) other like charges and demands; in each case, in respect of which any Governmental
Authority or other Person may claim a security interest, lien, trust or other claim ranking or capable of ranking in priority to or pari
passu with one or more of the Liens granted in the Collateral Documents; and


 


(b)       the
aggregate amount of any other liabilities of such Person (i) in respect of which a trust has been or may be imposed on any Collateral
to provide for payment (ii) in respect of unpaid or unremitted pension plan contributions, normal cost contributions or special payments
under Canadian Pension Plans, and (iii) representing any unfunded liability, solvency deficiency or wind-up deficiency, whether or
not due, with respect to a Canadian Pension Plan that is a Canadian Defined Benefit Pension Plan, or (iv) which are secured by a
security interest, pledge, lien, charge, right or claim on any Collateral, in each case, pursuant to any applicable law, rule or regulation
and which trust, security interest, pledge, lien, charge, right or claim ranks or is capable of ranking in priority to or pari passu
with one or more of the Liens granted in the Collateral Documents (such as claims by employees for unpaid wages and other amounts payable
under the Wage Earner Protection Program Act (Canada)).


 


“Canadian Reimbursement
Undertaking” has the meaning set forth in Section 2.03(a) of this Agreement.


 


“Canadian Revolving
Credit Loan” has the meaning specified therefor in Section 2.01(a).


 


“Canadian Revolving
Credit Commitment Sublimit” means $200,000,000. The Canadian Revolving Credit Commitment Sublimit is part of, and not in
addition to, the Revolving Credit Facility.


 


“Canadian Secured
Obligations” has the meaning specified for “Secured Obligations” in the Canadian Security Agreement.


 


“Canadian Security
Agreement” means, collectively, the Canadian ABL Security Agreement dated as of the Second Restatement Effective Date executed
by the Canadian Loan Parties, together with each other security agreement supplement executed and delivered pursuant to Section 6.12.


 


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


 






    	 	15	 



     


    

 


“Canadian Subsidiary”
means each Subsidiary of the Lead Borrower that is incorporated or organized under the laws of Canada or any province, territory, or political
subdivision thereof.


 


“Canadian Swing
Line Sublimit” means $20,000,000. The Canadian Swing Line Sublimit is part of, and not in addition to, the Revolving Credit
Facility.


 


“Canadian ULC”
means GYP Canada Holdings I ULC, a British Columbia corporation.


 


“Canadian Underlying
Issuer” means The Toronto-Dominion Bank or one of its Affiliates or such other Person that is acceptable to Administrative
Agent in its Permitted Discretion.


 


“Canadian Underlying
Letter of Credit” means a Canadian Letter of Credit that has been issued by a Canadian Underlying Issuer.


 


“Capital Expenditures”
means, as of any date for the applicable period then ended, all capital expenditures of the Lead Borrower and its Restricted Subsidiaries
on a consolidated basis for such period, as determined in accordance with GAAP.


 


“Capitalized Lease”
means any lease that has been or should be, in accordance with GAAP (subject to Section 1.03(c)), recorded as a capitalized lease.


 


“Cash Collateral”
shall have a meaning correlative to “Cash Collateralize” and shall include the proceeds of such cash collateral and other
credit support.


 


“Cash Collateralize”
means to pledge and deposit with or deliver to the Collateral Agent, for the benefit of the Administrative Agent, each applicable L/C
Issuer, the Swing Line Lender or the Revolving Credit Lenders, as collateral or other credit support for L/C Obligations, ABL Obligations
in respect of Swing Line Loans or obligations of Revolving Credit Lenders to fund participations in respect of either thereof (as the
context may require), (a) cash or deposit account balances or (b) if the Swing Line Lender or the applicable L/C Issuer benefiting from
such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance
satisfactory to the Collateral Agent and the Swing Line Lender or the applicable L/C Issuer, as applicable.


 


“Cash Dominion Recovery
Event” means Availability is at least the greater of (a) $75,000,000 and (b) 10% of the Line Cap for 30 consecutive
days and no Event of Default is outstanding during such 30 day period.


 


“Cash Dominion Trigger
Event” means (a) the occurrence and continuance of any Specified Event of Default or (b) the failure of the Borrowers to
maintain Availability of at least the greater of (x) $75,000,000 and (y) 10% of the Line Cap for five consecutive Business Days.


 


“Cash Dominion Trigger
Period” means the period commencing with a Cash Dominion Trigger Event and ending with a Cash Dominion Recovery Event.


 






    	 	16	 



     


    

 


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


 


(a)              
(i) direct obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed
by, the government of the United States (including, in each case, any agency or instrumentality thereof), the payment of which is backed
by the full faith and credit of the United States, and which are not callable or redeemable at the issuer’s option and (ii) direct
obligations (or certificates representing an interest in such obligations) issued by, or unconditionally guaranteed by, the government
of Canada or any Canadian province (including, in each case, any agency or instrumentality thereof), the payment of which is backed by
the full faith and credit of Canada or such Canadian province, as applicable, and which are not callable or redeemable at the issuer’s
option;


 


(b)              
(i) overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits
with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company which is
organized under, or authorized to operate as a bank or trust company under, the laws of the United States; provided that such bank
or trust company has capital, surplus and undivided profits aggregating in excess of $250,000,000 and whose long-term debt is rated “A-1”
or higher by Moody’s or A+ or higher by S&P or the equivalent rating category of another internationally recognized rating agency
and (ii) overnight bank deposits, time deposit accounts, certificates of deposit, banker’s acceptances and money market deposits
with maturities (and similar instruments) of 12 months or less from the date of acquisition issued by a bank or trust company which is
organized under, or authorized to operate as a bank or trust company under, the laws Canada or any Canadian province; provided
that such bank or trust company has capital, surplus and undivided profits aggregating in excess of $250,000,000 and whose long-term debt
is rated “A-1” or higher by Moody’s or A+ or higher by S&P or the equivalent rating category of another internationally
recognized rating agency;


 


(c)              
commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within
one year after the date of acquisition;


 


(d)              
marketable short-term money market and similar funds (including such funds investing a portion of their assets in municipal securities)
having a rating of at least P-1 or A-1 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 Lead Borrower);


 


(e)              
repurchase obligations with a term of not more than 30 days for underlying Investments of the types described in clauses ‎(a)
and ‎(b) above entered into with any financial institution meeting the qualifications specified in clause
(b) above;


 


(f)                Investments,
classified in accordance with GAAP as Current Assets of the Lead Borrower or any of its Restricted Subsidiaries, in money market
investment programs, which are administered by financial institutions having capital of at least $250,000,000, and the portfolios of
which are limited such that at least 95% of such investments are of the character, quality and maturity described in clauses (a),
through (e) of this definition;


 






    	 	17	 



     


    

 


(g)              
investment funds investing at least 95% of their assets in securities of the types (including as to credit quality and maturity)
described in clauses (a) through (f) above; and


 


(h)              
(x) such local currencies in those countries in which the Lead Borrower or any of its Restricted Subsidiaries transacts business
from time to time in the ordinary course of business and (y) investments of comparable tenor and credit quality to those described in
the foregoing clauses (a) through (g) customarily utilized in countries in which Lead Borrower or any of its Restricted
Subsidiaries transacts business from time to time in the ordinary course of business.


 


“Cash Interest Charges”
means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated
basis, Consolidated Interest Charges that have been paid or are payable in cash during such period net of cash interest income.


 


“Cash Management
Agreement” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or
debit card, electronic funds transfer and other cash management arrangements permitted under Article VII that is entered into by
and between any Loan Party and any Cash Management Bank.


 


“Cash Management
Bank” means any Person that (a) at the time it enters into a Cash Management Agreement, is an Agent, an Arranger, a Lender
or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer or (b) is, as of the Second Restatement Effective Date, an Agent, an
Arranger, a Lender or a L/C Issuer or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer and a party to a Cash Management
Agreement as of the Second Restatement Effective Date, in each case, in its capacity as a party to such Cash Management Agreement. For
the avoidance of doubt, such Person shall continue to be a Cash Management Bank with respect to the applicable Cash Management Agreement
even if it ceases to be an Agent, an Arranger, a Lender or a L/C Issuer or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer
after the date on which it entered into such Cash Management Agreement.


 


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


 


“CCA”
means the Companies’ Creditors Arrangement Act (Canada), as now and hereinafter in effect, or any successor statute.


 


“CDOR”
has the meaning specified in the definition of “CDOR Rate”.


 






    	 	18	 



     


    

 


“CDOR
Rate” the average rate per annum as reported on the Canadian Dollar Offered Rate (“CDOR”)
Page of Refinitiv Benchmark Services (UK) (or any successor page or such other page or commercially available service displaying
Canadian interbank bid rates for Canadian Dollar bankers’ acceptances as the Administrative Agent may designate from time to
time, or if no such substitute service is available, the rate quoted by a Schedule I bank under the Bank Act (Canada) selected by
the Administrative Agent at which such bank is offering to purchase Canadian Dollar bankers’ acceptances) as of 10:00 a.m.
(Toronto, Ontario time) on the date of commencement of the requested Interest Period, for a term, and in an amount, comparable to
the Interest Period and the amount of the Eurocurrency Rate Loan requested (whether as an initial Eurocurrency Rate Loan or as a
continuation of a Eurocurrency Rate Loan or as a conversion of a Base Rate Loan in Canadian Dollars to a Eurocurrency Rate Loan) by
Borrower in accordance with this Agreement (and, if any such reported rate is below zero, then the rate determined pursuant to this
clause (b) shall be deemed to be zero). Each determination of the CDOR Rate shall be made by the Administrative Agent and shall be
conclusive in the absence of manifest error.


 


“CFC Holdco”
means a Subsidiary that (a) has no material assets other than the equity of one or more Foreign Subsidiaries (other than any Canadian
Subsidiary) or (b) is treated as a disregarded entity for U.S. federal income tax purposes that holds equity of one or more Foreign Subsidiaries
(other than any Canadian Subsidiary).


 


“Change in Law”
means the occurrence after the Second Restatement Effective Date of: (a) the adoption or effectiveness of any law, rule, regulation, judicial
ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration,
interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, (c) any
new, or adjustment to, requirements prescribed by the FRB for “Eurocurrency Liabilities” (as defined in Regulation D of the
FRB), requirements imposed by the Federal Deposit Insurance Corporation, or similar requirements imposed by any domestic or foreign governmental
authority or resulting from compliance by Administrative Agent or any Lender with any request or directive (whether or not having the
force of law) from any central bank or other Governmental Authority and related in any manner to SOFR, Term SOFR, the Eurocurrency Rate
or any other then-current Benchmark, or (d) the making or issuance by any Governmental Authority of any request, rule, guideline or directive,
whether or not having the force of law; provided, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith,
and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities
shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.


 


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


 


(a)              
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, amalgamation, or consolidation),
in one or a series of related transactions, of all or substantially all of the properties or assets of Holdings and its Subsidiaries taken
as a whole or the Lead Borrower and its Subsidiaries taken as a whole to any Person (including any “person” (as that term
is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended)); or


 






    	 	19	 



     


    

 


(b)              
 the adoption of a plan relating to the liquidation or dissolution of Holdings or the Lead Borrower; or


 


(c)              
the consummation of any transaction (including, without limitation, any merger, amalgamation, or consolidation), the result of
which is that any Person (including any “person” as defined in clause (a) above) becomes the Beneficial Owner, directly or
indirectly, of more than 35% of the issued and outstanding Voting Stock of Holdings or the Lead Borrower measured by voting power rather
than number of shares; or


 


(d)              
the first day on which a majority of the members of the Board of Directors of Holdings or the Lead Borrower are not Continuing
Directors; or


 


(e)              
Holdings ceases to own, directly or indirectly, 100% of the Equity Interests of the Lead Borrower; or


 


(f)               
a “Change of Control” (as defined in the First Lien Credit Agreement) shall occur.


 


“Code”
means the U.S. Internal Revenue Code of 1986, as amended (unless otherwise provided herein).


 


“Collateral”
means all of the “Collateral” referred to in the Collateral Documents and all of the other property and assets that are or
are required under the terms of the Collateral Documents to be subject to Liens in favor of the Collateral Agent for the benefit of the
Secured Parties; provided, that “Collateral” shall not include any real property owned in fee by any Loan Party.


 


“Collateral Access
Agreement” means an agreement reasonably satisfactory in form and substance to the Collateral Agent executed by (a) a bailee
or other Person in possession of Collateral and (b) any landlord of real property leased by any Loan Party, pursuant to which such Person
(i) acknowledges the Collateral Agent’s Lien on the Collateral, (ii) releases or subordinates such Person’s Liens in the Collateral
held by such Person or located in or on such real property, (iii) provides the Collateral Agent with access to the Collateral held by
such bailee or other Person or located in or on such real property, (iv) as to any landlord, provides the Collateral Agent with a reasonable
time to sell and dispose of the Collateral from such real property and (v) makes such other agreements with the Collateral Agent
as the Collateral Agent may reasonably require.


 


“Collateral Agent”
means Wells Fargo, in its capacity as collateral agent under the Loan Documents, and any successor collateral agent.


 


“Collateral Documents”
means, collectively, U.S. Collateral Documents and the Canadian Collateral Documents.


 


“Commitment Fee”
has the meaning specified in Section 2.09(a).


 


“Commitment Fee
Percentage” means 0.25% per annum.


 






    	 	20	 



     


    

 



 


“Committed Loan
Notice” means a notice of a Revolving Credit Borrowing, which shall be substantially in the form of Exhibit A-1.
A Committed Loan Notice shall also include any request for a borrowing delivered via the Administrative Agent’s electronic platform
or portal, to the extent delivered or made in accordance with the Administrative Agent’s procedures relating to such platform or
portal.


 


“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.


 


“Company Plan”
means a Plan other than a Multiemployer Plan.


 


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


 


“Concentration
Account” has the meaning specified in Section 6.18(c).


 


“Conforming Changes”
means, with respect to the use or administration of any initial Benchmark or the use, administration, adoption or implementation of any
Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,”
the definition of “U.S. Government Securities Business Day,” the definition of “Eurocurrency Banking Day,” the
definition of “RFR Business Day,” the definition of “U.S. Base Rate” (if applicable), the definition of “Canadian
Base Rate” (if applicable), the definition of “Interest Period” or any similar or analogous definition (or the addition
of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of
borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of Section 2.20
and other technical, administrative or operational matters) that Administrative Agent decides may be appropriate to reflect the adoption
and implementation of any such rate or to permit the use and administration thereof by Administrative Agent in a manner substantially
consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible
or if Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other
manner of administration as Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement
and the other Loan Documents).


 


“Consolidated Cash
Taxes” means, as of any date for the applicable period ending on such date with respect to the Lead Borrower and its Restricted
Subsidiaries on a consolidated basis, the aggregate of all income, franchise and similar taxes, as determined in accordance with GAAP,
to the extent the same are payable in cash with respect to such period.


 


“Consolidated EBITDA”
means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted Subsidiaries on a consolidated
basis, the sum of (a) Consolidated Net Income, plus (b) an amount which, in the determination of Consolidated Net Income
for such period, has been deducted for (other than clause (xix)), without duplication,


 






    	 	21	 



     


    

 


		(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 original issue discount 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, made (less net payments,
                                            if any, received) pursuant to interest rate Swap Contracts with respect to Indebtedness,
                                            (f) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses,
                                            and (g) any expensing of bridge, commitment and other financing fees) 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 or currency
                                            risk, net of interest income and gains on such hedging obligations (collectively, “Consolidated
                                            Interest Charges”),



 


		(ii)	provision for taxes based on income, profits
                                            or capital of the Lead Borrower and its Restricted Subsidiaries, including, without limitation,
                                            Federal, state, franchise and similar taxes and foreign withholding taxes paid or accrued
                                            during such period including penalties and interest related to such taxes or arising from
                                            any tax examinations,



 


		(iii)	depreciation and amortization expense
                                            (including amortization of intangible assets),



 


		(iv)	non-cash expenses resulting from any
                                            employee benefit or management compensation plan or the grant of stock appreciation or similar
                                            rights, stock options, restricted stock or other rights or equity incentive programs to employees
                                            of Holdings, the Lead Borrower or any Restricted Subsidiary pursuant to a written plan or
                                            agreement or the treatment of such options under variable plan accounting,



 


		(v)	any costs or expenses incurred pursuant
                                            to any management equity plan or stock option plan or any other management or employee benefit
                                            plan or agreement or any stock subscription or shareholder agreement, to the extent that
                                            such costs or expenses are funded with cash proceeds contributed to the capital of Holdings
                                            or net cash proceeds of an issuance of Equity Interests of Holdings (other than Disqualified
                                            Equity Interests),



 


		(vi)	all extraordinary, non-recurring or unusual
                                            losses and charges,



 


		(vii)	costs and expenses in connection with
                                            branch startups, provided that the aggregate amount of add backs made pursuant to
                                            this clause (vii), when added to the aggregate amount of add backs pursuant to clauses
                                            (ix) and (xix) below, shall not exceed an amount equal to 20% of Consolidated
                                            EBITDA for the period of four consecutive fiscal quarters most recently ended prior to the
                                            determination date (without giving effect to any adjustments pursuant to this clause (vii)
                                            or clauses (ix) or (xix) below),



 






    	 	22	 



     


    

 


		(viii)	[reserved],



 


		(ix)	cash restructuring charges or reserves
                                            and business optimization expense, including any restructuring costs and integration costs
                                            incurred in connection with Permitted Acquisitions after the Original Closing Date, project
                                            start-up costs, costs related to the closure and/or consolidation of facilities, retention
                                            charges, contract termination costs, recruiting, retention, relocation, severance and signing
                                            bonuses and expenses, systems establishment costs, conversion costs and excess pension charges,
                                            consulting fees and any one-time expense relating to enhanced accounting function, or costs
                                            associated with becoming a public company or any other costs (including legal services costs)
                                            incurred in connection with any of the foregoing; provided that the aggregate amount
                                            of add backs made pursuant to this clause (ix), when added to the aggregate amount
                                            of add backs pursuant to clause (vii) above and clause (xix) below, shall
                                            not exceed an amount equal to 20% of Consolidated EBITDA for the period of four consecutive
                                            fiscal quarters most recently ended prior to the determination date (without giving effect
                                            to any adjustments pursuant to this clause (ix), clause (vii) above or
                                            clause (xix) below),



 


		(x)	transaction fees and expenses (including
                                            those in connection with, to the extent permitted hereunder, any Investment, any Debt Issuance,
                                            any Equity Issuance, any Disposition, or any Casualty Event and any amendments or waivers
                                            of the Loan Documents or the First Lien Loan Documents, in each case, whether or not consummated),



 


		(xi)	any losses (or minus any gains) realized
                                            upon the disposition of property outside of the ordinary course of business,



 


		(xii)	any (x) expenses, charges or losses that
                                            are covered by indemnification or other reimbursement provisions in connection with any permitted
                                            Investment, Permitted Acquisitions or any permitted sale, conveyance, transfer or other disposition
                                            of assets or (y) expenses, charges or losses with respect to liability or casualty events
                                            or business interruption covered by insurance, in each case to the extent actually reimbursed,
                                            or, so long as the Lead Borrower has made a determination that reasonable evidence exists
                                            that such indemnification or reimbursement will be made, and only to the extent that such
                                            amount is (A) not denied by the applicable indemnifying party, obligor or insurer in writing
                                            and (B) in fact indemnified or reimbursed within 365 days after such determination (with
                                            a deduction in the applicable future period for any amount so added back to the extent not
                                            so indemnified or reimbursed within such 365 day period),
	 	 	 
	 	(xiii)	[reserved],



 






    	 	23	 



     


    

 


		(xiv)	any non-cash purchase accounting adjustment
                                            and any step-ups with respect to re-valuing assets and liabilities in connection with any
                                            Investment permitted under Section 7.02,



 


		(xv)	non-cash losses from Joint Ventures
                                            and non-cash minority interest reductions,



 


		(xvi)	fees and expenses in connection with debt
                                            exchanges or refinancings permitted under Section 7.14,



 


		(xvii)	other expenses of such Person and its
                                            Restricted Subsidiaries reducing Consolidated Net Income which do not represent a cash item
                                            in such period or any future period,



 


		(xviii)	losses recognized and expenses incurred
                                            in connection with the effect of currency and exchange rate fluctuations on intercompany
                                            balances and other balance sheet items, and



 


		(xix)	the amount of net cost savings, operating
                                            expense reductions, other operating improvements and acquisition synergies projected by the
                                            Lead Borrower in good faith to be realized during such period (calculated on a Pro Forma
                                            Basis as though such items had been realized on the first day of such period) as a result
                                            of actions taken or to be taken in connection with any acquisition or disposition by the
                                            Lead Borrower or any Restricted Subsidiary, any operational changes (including, without limitation,
                                            operational changes arising out of the modification of contractual arrangements (including,
                                            without limitation, renegotiation of lease agreements, utilities and logistics contracts
                                            and insurance policies, as well as purchases of leased real properties)) or headcount reductions,
                                            net of the amount of actual benefits realized during such period that are otherwise included
                                            in the calculation of Consolidated EBITDA from such actions, provided that (A) a duly
                                            completed certificate signed by a Responsible Officer of the Lead Borrower shall be delivered
                                            to the Administrative Agent together with the Compliance Certificate required to be delivered
                                            pursuant to Section 6.02, certifying that (x) such cost savings, operating expense
                                            reductions and synergies are reasonably expected and factually supportable as determined
                                            in good faith by the Lead Borrower, and (y) such actions are to be taken and the results
                                            with respect thereto are to be achieved within 18 months after the consummation of the acquisition
                                            or disposition or any operational change, which is expected to result in such cost savings,
                                            expense reductions or synergies, (B) no cost savings, operating expense reductions and synergies
                                            shall be added pursuant to this clause (xix) to the extent duplicative of any
                                            expenses or charges otherwise added to Consolidated EBITDA, whether through a pro forma
                                            adjustment or otherwise, for such period, (C) [reserved], (D) projected amounts (and
                                            not yet realized) may no longer be added in calculating Consolidated EBITDA pursuant to this
                                            clause (xix) to the extent occurring more than four full fiscal quarters after
                                            the specified action taken in order to realize such projected cost savings, operating expense
                                            reductions and synergies and (E) the aggregate amount of add backs made pursuant to
                                            this clause (xix), when added to the aggregate amount of add backs pursuant to
                                            clauses (vii) and (ix) above, shall not exceed an amount equal to 20%
                                            of Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended
                                            prior to the determination date (without giving effect to any adjustments pursuant to clauses
                                            (vii) and (ix) above or this clause (xix)), minus



 






    	 	24	 



     


    

 


	 	(c)	an
                                            amount which, in the determination of Consolidated Net Income, has been included for:
	 	 	 
		(i)	Federal, state, local and foreign income
                                            tax credits and refunds (to the extent not netted from tax expense),



 


		(ii)	non-recurring income or gains from discontinued
                                            operations



 


		(iii)	all extraordinary, non-recurring or unusual
                                            gains and non-cash income during such period,



 


		(iv)	any gains realized upon the disposition
                                            of property outside of the ordinary course of business, and



 


		(v)	the amount of Restricted Payments permitted
                                            under Sections 7.06(e)(i), 7.06(e)(ii), 7.06(e)(iii), 7.06(e)(viii)
                                            and 7.06(i) (except to the extent that (x) the amount paid with such Restricted
                                            Payments would not, if the respective expense or other item had been incurred directly by
                                            the Lead Borrower, have reduced Consolidated EBITDA determined in accordance with this definition
                                            or (y) such Restricted Payment is paid by the Lead Borrower in respect of an expense or other
                                            item that has resulted in, or will result in, a reduction of Consolidated EBITDA, as calculated
                                            pursuant to this definition), plus or minus
	 	 	 
	 	(d)	unrealized losses/gains in respect of Swap Contracts, all as determined in
                           accordance with GAAP.



 


“Consolidated Funded
Indebtedness” means all Indebtedness of a Person and its Restricted Subsidiaries on a consolidated basis, in an amount
that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP (but (x) excluding
the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted
Acquisition and (y) any Indebtedness that is issued at a discount to its initial principal amount shall be calculated based on the entire
principal amount thereof), excluding (i) net obligations under any Swap Contract, (ii) any earn-out obligation until such obligation
becomes a liability on the balance sheet of the applicable Person, (iii) any deferred compensation arrangements, (iv) any non-compete
or consulting obligations incurred in connection with Permitted Acquisitions, or (v) obligations in respect of letters of credit (including
Letters of Credit), bankers’ acceptances, bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds,
warranties, bid guarantees or bonds and similar instruments except to the extent of unreimbursed amounts thereunder; provided
that any unreimbursed amount under commercial letters of credit shall not be counted as Consolidated Funded Indebtedness until one Business
Day after such amount is drawn. The amount of Consolidated Funded Indebtedness for which recourse is limited either to a specified amount
or to an identified asset of such Person shall be deemed to be equal to such specified amount or, if less, the fair market value of such
identified asset.


 






    	 	25	 



     


    

 


“Consolidated Interest
Charges” has the meaning specified in clause (b)(i) of the definition of “Consolidated EBITDA.”


 


“Consolidated Net
Income” means, as of any date for the applicable period ending on such date with respect to any Person and its Restricted
Subsidiaries on a consolidated basis, net income (excluding, without duplication, (i) extraordinary items, (ii) any amounts attributable
to Investments in any Unrestricted Subsidiary or Joint Venture to the extent that either (x) such amounts have not been distributed
in cash to such Person and its Restricted Subsidiaries during the applicable period, (y) such amounts were not earned by such Unrestricted
Subsidiary or Joint Venture during the applicable period or (z) there exists in respect of any future period any encumbrance or
restriction on the ability of such Unrestricted Subsidiary or Joint Venture to pay dividends or make any other distributions in cash
on the Equity Interests of such Unrestricted Subsidiary or Joint Venture held by such Person and its Restricted Subsidiaries, (iii) the
cumulative effect of foreign currency translations during such period to the extent included in Consolidated Net Income, (iv) the income
(or loss) of any Person accrued prior to the date it becomes a Restricted Subsidiary of the Lead Borrower or is merged into, amalgamated
with, or consolidated with the Lead Borrower or any of its Restricted Subsidiaries (except to the extent required for any calculation
of Consolidated EBITDA on a Pro Forma Basis), (v) net income of any Restricted Subsidiary (other than a Loan Party) for any period
to the extent that, during such period there exists any encumbrance or restriction on the ability of such Restricted Subsidiary to pay
dividends or make any other distributions in cash on the Equity Interests of such Restricted Subsidiary held by such Person and its Restricted
Subsidiaries, except to the extent that such net income is distributed in cash during such period to such Person or to a Restricted Subsidiary
of such Person that is not itself subject to any such encumbrance or restriction, (vi) cancellation of Indebtedness income arising out
of prepayments made in accordance with Section 2.03(a)(iii) of the First Lien Credit Agreement, and (vii) any income (loss) for such
period attributable to the early extinguishment of (a) Indebtedness, (b) obligations under any Swap Contracts or (c) other derivative
instruments), as determined in accordance with GAAP.


 


“Consolidated Scheduled
Funded Debt Payments” means, as of any date for the applicable period ending on such date with respect to the Lead Borrower
and its Restricted Subsidiaries on a consolidated basis, the sum of all scheduled payments of principal during such period on Consolidated
Funded Indebtedness that constitutes Funded Debt (including the implied principal component of payments due on Capitalized Leases during
such period), less the reduction in such scheduled payments resulting from voluntary prepayments or mandatory prepayments of such Funded
Debt (including as required pursuant to Section 2.05) as determined in accordance with GAAP.


 






    	 	26	 



     


    

 


“Consolidated Total
Assets” means, as of any date, the total assets of the Lead Borrower and its consolidated Subsidiaries, determined in accordance
with GAAP, as set forth on the consolidated balance sheet of the Lead Borrower as of such date.


 


“Continuing Directors”
means the directors of each of Holdings and the Lead Borrower on the Second Restatement Effective Date, and each other director, if,
in each case, such other director’s nomination for election to the Board of Directors of Holdings or the Lead Borrower is recommended
by a majority of the then Continuing Directors.


 


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


 


“Control”
has the meaning specified in the definition of “Affiliate.”


 


“Cost”
means the lower of cost or market value of Inventory, based upon the Borrowers’ accounting practices, known to the Administrative
Agent, which practices are in effect on the Second Restatement Effective Date as such calculated cost is determined from invoices received
by the Loan Parties, the Loan Parties’ purchase journals or the Loan Parties’ stock ledger. “Cost” does not include
Inventory capitalization costs or other non-purchase price charges used in the Lead Borrower’s calculation of cost of goods
sold; provided, however, that any freight charges may be included in “Cost.”


 


“Covenant Recovery
Event” means Availability is at least the greater of (a) $75,000,000 and (b) 10% of the Line Cap for 30 consecutive
days and no Event of Default is outstanding during such 30 day period.


 


“Covenant Trigger
Event” means (a) the occurrence and continuance of any Event of Default or (b) the failure of the Borrowers to maintain
Availability of at least the greater of (i) $75,000,000 and (ii) 10% of the Line Cap.


 


“Covenant Trigger
Period” means the period commencing with a Covenant Trigger Event and ending with a Covenant Recovery Event.


 


“Credit Card Notification”
means notifications, substantially in the form attached hereto as Exhibit O, executed on behalf of a Loan Party and delivered
to such Loan Party’s credit card clearinghouses and processors.


 


“Credit Card Receivables”
means payment intangibles, together with all income, payments and proceeds thereof, owed by any Acceptable Credit Card Processor to any
Loan Party resulting from charges by a customer of such Loan Party on credit or debit cards issued by such Acceptable Credit Card Processor
in connection with the sale of goods by such Loan Party, or services performed by such Loan Party, in each case in the ordinary course
of its business.


 


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


 






    	 	27	 



     


    

 


“Credit Suisse”
means Credit Suisse AG, acting through such of its affiliates or branches as it deems appropriate, and its successors.


 


“Cure Amount”
has the meaning specified in Section 8.03.


 


“Cure Right”
has the meaning specified in Section 8.03.


 


“Currency”
means Dollars and each Alternative Currency.


 


“Current Assets”
means, with respect to any Person, all assets of such Person that, in accordance with GAAP, would be classified as current assets on
the balance sheet of a company conducting a business the same as or similar to that of such Person, after deducting appropriate and adequate
reserves therefrom in each case in which a reserve is proper in accordance with GAAP.


 


“Customer Credit
Liabilities” means at any time, the aggregate remaining value at such time of outstanding merchandise credits of any Loan
Party.


 


“DDA”
means each checking, savings or other demand deposit account or securities account (other than any Excluded DDA) maintained by any of
the Loan Parties. All funds in each DDA shall be conclusively presumed to be Collateral and proceeds of Collateral and the Administrative
Agent, the Collateral Agent, the Lenders and the L/C Issuers shall have no duty to inquire as to the source of the amounts on deposit
in any DDA.


 


“Debt Issuance”
means the issuance by any Person and its Restricted Subsidiaries of any Indebtedness for borrowed money.


 


“Debtor Relief
Laws” means the Bankruptcy Code of the United States, the BIA, the CCA, the Winding-up and Restructuring Act (Canada) and
all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, reorganization, corporate statutes where such statute is used by a Person to propose an arrangement involving the compromise
of claims of creditors, or similar debtor relief Laws of the United States, Canada, or other applicable jurisdictions from time to time
in effect and affecting the rights of creditors generally.


 


“Default”
means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both,
would be an Event of Default.


 


“Default Rate”
means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate per annum applicable to Base Rate Loans
plus (c) 2.0% per annum; provided, however, that with respect to a SOFR Rate Loan, the Default Rate shall
be an interest rate equal to Term SOFR plus the Applicable Rate per annum applicable to SOFR Rate Loans plus 2.0%
per annum, in each case, to the fullest extent permitted by applicable Laws.


 






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“Defaulting Lender”
means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business
Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Lead Borrower
in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (which
conditions precedent, together with the applicable default, if any, shall be specifically identified in such writing) has not been satisfied,
or (ii) pay to the Administrative Agent, any L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid
by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the
date when due, (b) has notified the Lead Borrower, the Administrative Agent, the Swing Line Lender or any L/C Issuer in writing that
it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing
or public statement relates to such Lenders’ obligation to fund a Loan hereunder and states that such position is based on such
Lender’s determination that a condition precedent to funding (which condition precedent, together with the applicable default,
if any, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three
Business Days after written request by the Administrative Agent, the Lead Borrower or an L/C Issuer, to confirm in writing to the Administrative
Agent, the Lead Borrower or such L/C Issuer that it will comply with its prospective funding obligations hereunder (provided that
such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the
Administrative Agent, the Lead Borrower or such L/C Issuer), or (d) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any Debtor Relief Law or a Bail-In Action, or (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity;
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. Any determination by the Administrative Agent that a Lender is
a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding absent manifest error, and
such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) upon delivery of written notice of such determination
to the Lead Borrower, the Swing Line Lender, each L/C Issuer and each Lender.


 


“Designated Account”
means, in respect of (a) Dollars, the corresponding deposit account of Lead Borrower identified on Schedule III (or such other
deposit account of Lead Borrower located at an applicable Designated Account Bank that has been designated as such, in writing, by Lead
Borrower to Administrative Agent) and (b) Canadian Dollars, the corresponding deposit account of a Canadian Borrower identified on Schedule
III (or such other deposit account of a Canadian Borrower located at an applicable Designated Account Bank that has been designated
as such, in writing, by Lead Borrower to Administrative Agent).


 


“Designated Account
Bank” means, in respect of any Currency, the bank specified as the “Designated Account Bank” with respect to
such Currency in Schedule III (or such other bank that is located within the United States or another jurisdiction that is acceptable
to Administrative Agent that has been designated as such, in writing, by Lead Borrower to Administrative Agent).


 






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“Designated Term
Representative” means “Designated Term Representative” as defined in the ABL/Term Intercreditor Agreement.


 


“Dilution Percentage”
means, as of any date of determination, with respect to a Loan Party, a percentage, based upon the experience of the immediately prior
12 months, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits,
or other dilutive items with respect to Loan Parties’ Accounts during such period, by (b) Loan Parties’ billings with respect
to Accounts during such period.


 


“Disposition”
or “Dispose” means the sale, assignment, transfer, license, lease or other disposition of any property by any
Person (including any sale and leaseback transaction, any issuance of Equity Interests by a Restricted Subsidiary of such Person, and
any allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), including any
sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.


 


“Disqualified Equity
Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into
which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligations or otherwise (except as a result
of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset
sale event shall be subject to the prior repayment in full of the Loans and all other ABL Obligations that are accrued and payable and
the termination of the Revolving Credit Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c)
provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any
other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety one (91) days
after the Maturity Date; provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of
Holdings (or any direct or indirect parent thereof) or the Restricted Subsidiaries or by any such plan to such employees, such Equity
Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdings, the Lead
Borrower or its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 


“Dollar”
and “$” means United States dollars.


 


“Dollar Equivalent”
means, for any amount, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount
is expressed in an Alternative Currency, the equivalent of such amount in Dollars determined by Administrative Agent by using the Spot
Rate for such Currency determined in respect of the most recent Revaluation Date for purchase of Dollars with such Currency, and (c)
if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by Administrative Agent or
the applicable L/C Issuer, as applicable, using any method of determination it deems appropriate in its reasonable discretion. Any determination
by Administrative Agent or the applicable L/C Issuer pursuant to clauses (b) or (c) above shall be conclusive absent manifest error.


 






    	 	30	 



     


    

 


“Domestic Subsidiary”
means any Subsidiary of Holdings (other than any CFC Holdco) that is organized under the laws of the United States, any state thereof
or the District of Columbia.


 


“Drawing Document”
means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit, including by electronic transmission
such as SWIFT, electronic mail, facsimile or computer-generated communication.


 


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


 


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


 


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


 


“Eligible Accounts”
means at the time of any determination thereof, each Account (other than any Credit Card Receivables) that satisfies the following criteria
at the time of creation and continues to meet the same at the time of such determination: such Account (a) has been earned by performance
and represents the bona fide amounts due to any Loan Party from an Account Debtor, and in each case originated in the ordinary course
of business of any Loan Party and (b) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses
(a) through (v) below. Without limiting the foregoing, to qualify as an Eligible Account, an Account shall indicate no Person
other than any Loan Party as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall
be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts,
claims, credits or credits pending, promotional program allowances, price adjustments, finance 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
(written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by any Loan Party
to reduce the amount of such Eligible Account. Except as otherwise agreed by the Administrative Agent in its Permitted Discretion, any
Account included within any of the following categories shall not constitute an Eligible Account:


 


(a)               
Accounts which either are 60 days or more past due or are unpaid more than 120 days after the original invoice date;


 


(b)              
Accounts (i) that are not subject to a perfected first priority Lien in favor of the Secured Parties or (ii) with respect to which
the Loan Parties do not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to the Collateral
Agent pursuant to the Collateral Documents and any Lien permitted under Section 7.01);


 






    	 	31	 



     


    

 


(c)              
Accounts which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback has been
asserted or is known to the Loan Parties or where the Account Debtor is a creditor of a Loan Party (to the extent of such claim, counterclaim,
offset or chargeback);


 


(d)              
Accounts due from an Account Debtor which (i) is the subject of any proceeding under any Debtor Relief Law unless (x) such Account
is supported by a letter of credit satisfactory to the Collateral Agent, in its Permitted Discretion (as to form, substance, and issuer
or domestic confirming bank) or (y) such Account Debtor has received debtor-in-possession financing sufficient as determined by the Collateral
Agent in its Permitted Discretion to finance its ongoing business activities or (ii) the Account Debtor obligated under such Account,
makes a general assignment for the benefit of any Loan Party or issues to any Loan Party notes receivables with respect to amounts owed
under any Account of such Account Debtor;


 


(e)              
Accounts which are not a valid, legally enforceable obligation of the applicable Account Debtor with respect thereto;


 


(f)               
Accounts which do not conform in all material respects to all representations, warranties or other provisions in the Loan Documents
with respect thereto;


 


(g)              
Accounts owed by an Account Debtor where 50% or more of the total amount of all Accounts owed by that Account Debtor are deemed
ineligible under clause (a) of this definition;


 


(h)              
Accounts with respect to which an Account Debtor is an Affiliate, employee, officer, director or agent of any Loan Party;


 


(i)                
Accounts that are not payable in Dollars or Canadian Dollars;


 


(j)                
Accounts with respect to which an Account Debtor maintains its chief executive office or is organized under the laws of a foreign
jurisdiction other than Canada or any province thereof, unless (i) the Account is supported by an irrevocable letter of credit satisfactory
to the Collateral Agent, in its Permitted Discretion (as to form, substance, and issuer or domestic confirming bank) or (ii) the Account
is covered by credit insurance in form, substance, and amount, and by an insurer, satisfactory to the Collateral Agent, in its Permitted
Discretion;


 


(k)              
Accounts with respect to which an Account Debtor is the Federal government of the United States or any department, agency or instrumentality
of the United States having an aggregate value (together with Accounts described in clause (l) of this definition) at any time in excess
of the lesser of (i) $5,000,000 and (ii) 5% of Eligible Accounts (exclusive, however, of Accounts with respect to which any Loan Party
has complied, to the reasonable satisfaction of the Administrative Agent, with the Assignment of Claims Act, 31 USC § 3727);


 






    	 	32	 



     


    

 


(l)                
 Accounts with respect to which an Account Debtor is the Federal government of Canada or any department, agency or instrumentality
of Canada or the provincial government or any department, agency, or instrumentality thereof, in each case, which restricts the assignment
of Crown debts or the creation of a security interest therein, having an aggregate value (together with Accounts described in clause
(k) of this definition) at any time in excess of the lesser of (i) $5,000,000 and (ii) 5% of Eligible Accounts, (exclusive, however,
of Accounts with respect to which the applicable Loan Party has obtained the consent of the requisite Governmental Authority to the assignment
of such Account to the Collateral Agent or the creation of a security interest therein and otherwise complied to the reasonable satisfaction
of the Collateral Agent with the applicable Canadian provincial and territorial law relating to financial administration and assignment
of Crown obligations or the creation of a security interest therein);


 


(m)             
Accounts with respect to an Account Debtor and its Affiliates (other than any Investment Grade Account Debtor) whose total obligations
owing to any Loan Party exceed 15% of all Accounts owed to all Loan Parties, to the extent of the obligations owing by such Account Debtor
and its Affiliates in excess of such percentage;


 


(n)              
Accounts with respect to which any return, rejection or repossession of any of the merchandise giving rise to such Account has
occurred, but only to the extent of the value of the goods returned, rejected or repossessed;


 


(o)              
Accounts that are evidenced by an instrument or a chattel paper;


 


(p)              
Accounts that have not been invoiced and representing goods that have not been shipped and billed and have not been recognized
as received by the applicable Account Debtor;


 


(q)              
(i) Accounts with respect to which the Account Debtor’s obligations to make a payment under, is not absolute or (ii) Account
representing 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 a further performance under
such contract or is subject to the equitable lien of a surety bond issuer;


 


(r)               
Accounts that arise 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;


 


(s)               
Accounts in respect of which there has been, or should have been, established by any Loan Party a contra account, whether in respect
of contractual allowances with respect to such Account, audit adjustment, anticipated discounts or otherwise (to the extent of such contra
account);


 


(t)                
Accounts the collection of which the Administrative Agent determines in its Permitted Discretion to be doubtful by reason of the
Account Debtor’s financial condition;


 






    	 	33	 



     


    

 


(u)              
 Accounts with respect to which the Account Debtor is a Sanctioned Person or Sanctioned Entity; or


 


(v)              
Acquired Accounts, except to the extent included in the calculation of the Borrowing Base as provided in the definition thereof.


 


Notwithstanding the foregoing: (i) the Administrative
Agent may not change any eligibility criteria or establish any Reserve for Eligible Accounts unless the Borrowers are given at least
five Business Days prior written notice of the implementation of such change or the establishment of such Reserve and, upon delivery
of such notice, the Administrative Agent shall be available to discuss the proposed change or Reserve with the Borrowers to afford the
Borrowers an opportunity to take such action (in a manner and to the extent reasonably satisfactory to the Administrative Agent in its
Permitted Discretion) as may be required so that the event, condition or circumstance that is the basis for such change or Reserve no
longer exists; provided that such notice requirement is subject to the exceptions set forth in the first proviso of Section
2.01(b); and (ii) no fact or circumstance known to the Administrative Agent to exist on the Second Restatement Effective Date may
give rise to any change in any eligibility criteria or the establishment of any Reserve for Eligible Accounts.


 


“Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section 10.07(b)(iii) and (v).


 


“Eligible Credit
Card Receivables” means at the time of any determination thereof, each Credit Card Receivable that satisfies the following
criteria at the time of creation and continues to meet the same at the time of such determination: such Credit Card Receivable (a) has
been earned by performance and represents the bona fide amounts due to any Loan Party from an Acceptable Credit Card Processor, and in
each case originated in the ordinary course of business of any Loan Party, and (b) is not ineligible for inclusion in the calculation
of the Borrowing Base pursuant to any of clauses (a) through (i) below. Without limiting the foregoing, to qualify as an
Eligible Credit Card Receivable, an Account shall indicate no Person other than any Loan Party as payee or remittance party. In determining
the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in
such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances,
price adjustments, finance charges or other allowances (including any amount that any Loan Party may be obligated to rebate to a customer,
a credit card payment processor, or Acceptable Credit Card Processor pursuant to the terms of any agreement or understanding (written
or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by any Loan Party to reduce
the amount of such Credit Card Receivable. Except as otherwise agreed by the Administrative Agent in its Permitted Discretion, any Credit
Card Receivable included within any of the following categories shall not constitute an Eligible Credit Card Receivable:


 


(a)              
Credit Card Receivables which do not constitute an Account;


 


(b)              
Credit Card Receivables that have been outstanding for more than five Business Days from the date of sale;


 






    	 	34	 



     


    

 


(c)              
 Credit Card Receivables (i) that are not subject to a perfected first priority Lien in favor of the Secured Parties, or (ii)
with respect to which the Loan Parties do not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens
granted to the Collateral Agent pursuant to the Collateral Documents and any Lien permitted under Section 7.01);


 


(d)              
Credit Card Receivables which are disputed, are with recourse, or with respect to which a claim, counterclaim, offset or chargeback
has been asserted (to the extent of such claim, counterclaim, offset or chargeback);


 


(e)              
Credit Card Receivables with respect to which the Acceptable Credit Card Processor has recourse to the Loan Parties in the event
of non-payment by the holder of the applicable credit card;


 


(f)               
Credit Card Receivables due from an issuer or payment processor of the applicable credit card which (i) is the subject of any
proceeding under any Debtor Relief Law or (ii) is a Sanctioned Person or Sanctioned Entity;


 


(g)              
Credit Card Receivables which are not a valid, legally enforceable obligation of the applicable credit card issuer with respect
thereto;


 


(h)              
Credit Card Receivables which do not conform in all material respects to all representations, warranties or other provisions in
the Loan Documents relating to Credit Card Receivables; or


 


(i)                
Credit Card Receivables which are not subject to a Credit Card Notification.


 


Notwithstanding the foregoing: (i) the Administrative
Agent may not change any eligibility criteria or establish any Reserve for Eligible Credit Card Receivables unless the Borrowers are
given at least five Business Days prior written notice of the implementation of such change or the establishment of such Reserve and,
upon delivery of such notice, the Administrative Agent shall be available to discuss the proposed change or Reserve with the Borrowers
to afford the Borrowers an opportunity to take such action (in a manner and to the extent reasonably satisfactory to the Administrative
Agent in its Permitted Discretion) as may be required so that the event, condition or circumstance that is the basis for such change
or Reserve no longer exists; provided that such notice requirement is subject to the exceptions set forth in the first proviso
of Section 2.01(b); and (ii) no fact or circumstance known to the Administrative Agent to exist on or prior to the Second Restatement
Effective Date may give rise to any change in any eligibility criteria or the establishment of any Reserve for Eligible Credit Card Receivables.


 


“Eligible Inventory”
means, as of the date of determination thereof, without duplication, items of Inventory of any Loan Party that are finished goods, merchantable
and readily saleable to the public in the ordinary course of business, in each case that, (A) comply in all material respects with each
of the representations and warranties respecting Inventory made by the Loan Parties in the Loan Documents, and (B) are not excluded as
ineligible by virtue of one or more of the criteria set forth below. In determining the amount to be so included, Inventory shall be
reduced by, without duplication, the amount of all accrued and actual vendor rebates and discounts. The following items of Inventory
shall not be included in Eligible Inventory:


 


(a)              
Inventory that is not solely owned by the Loan Parties or with respect to which the Loan Parties do not have good, marketable
and valid title thereto;


 






    	 	35	 



     


    

 


(b)              
Inventory that is leased by or is on consignment to any Loan Party or which is consigned by any Loan Party to a Person which is
not a Loan Party;


 


(c)              
Inventory that is in-transit, except for Inventory which has been shipped inside the United States or Canada and, unless such
Inventory is shipped by one Loan Party to another Loan Party, for which documents satisfactory to the Administrative Agent evidencing
title of the Loan Parties in such Inventory have been received by the Administrative Agent, either (i) between the locations owned or
leased by the Loan Parties or (ii) from a domestic location owned or leased by a Loan Party for receipt by any third party within the
United States, Canada, or from a domestic location of a third party for receipt by a Loan Party at a location that is owned or leased
by a Loan Party, in each case of the foregoing clause (ii), which has not been in-transit for more than 15 days following the date of
shipment, and with respect to which the title either remains in the name of a Loan Party or has passed to a Loan Party, as applicable;


 


(d)              
Inventory that is comprised of goods which (i) are damaged, defective, “seconds,” or otherwise unmerchantable, (ii)
are to be returned to the vendor, (iii) are obsolete or slow moving, or custom items, work-in-process, raw materials, or that constitute,
spare parts, promotional, marketing, packaging and shipping materials or supplies used or consumed in any Loan Party’s business,
(iv) are seasonal in nature and which have been packed away for sale in the subsequent season, (v) not in material compliance with all
standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or sale, or (vi) are bill and
hold goods;


 


(e)              
Inventory that is not subject to a perfected first priority Lien in favor of the Secured Parties;


 


(f)               
Inventory that consists of samples, labels, bags, and other similar non-merchandise categories;


 


(g)              
Inventory that is not insured in compliance with the provisions of Section 6.07;


 


(h)              
Inventory that has been sold but not yet delivered;


 


(i)                
Inventory that is subject to any licensing, patent, design, royalty, trademark, trade name or copyright agreement with any third
party which would require the payment of fees or royalties to, or the consent of, the licensor under such agreement for any sale or other
disposition of such Inventory by the Administrative Agent, and the Administrative Agent shall have determined in its Permitted Discretion
that it cannot sell or otherwise dispose of such Inventory in accordance with Article 9 of the Uniform Commercial Code or in accordance
with the PPSA without violating any such licensing, patent, design, royalty, trademark, trade name or copyright agreement;


 






    	 	36	 



     


    

 


(j)                
Acquired Inventory, except to the extent included in the calculation of the Borrowing Base as provided in the definition thereof;


 


(k)              
Inventory of any U.S. Loan Party that is not located in the United States or Inventory of any Canadian Loan Party that is not
located in Canada;


 


(l)                
Inventory located in any location leased by a Loan Party or that is in the possession of any bailee, warehouseman or similar party
unless (i) the applicable lessor or party shall have executed and delivered to the Administrative Agent a Collateral Access Agreement
or (ii) the Administrative Agent has established a Availability Reserve; or


 


(m)            
Inventory which the Administrative Agent determines in its Permitted Discretion does not meet such other reasonable eligibility
criteria for Inventory as the Administrative Agent may determine in its Permitted Discretion.


 


Notwithstanding the foregoing: (i) the Administrative
Agent may not change any eligibility criteria or establish any Reserve for Eligible Inventory unless the Borrowers are given at least
five Business Days prior written notice of the implementation of such change or the establishment of such Reserve and, upon delivery
of such notice, the Administrative Agent shall be available to discuss the proposed change or Reserve with the Borrowers to afford the
Borrowers an opportunity to take such action (in a manner and to the extent reasonably satisfactory to the Administrative Agent in its
Permitted Discretion) as may be required so that the event, condition or circumstance that is the basis for such change or Reserve no
longer exists; provided that such notice requirement is subject to the exceptions set forth in the first proviso of Section
2.01(b); and (ii) no fact or circumstance known to the Administrative Agent to exist on or prior to the Second Restatement Effective
Date may give rise to any change in any eligibility criteria or the establishment of any Reserve for Eligible Inventory.


 


“Eligible Investment
Grade Accounts” means any Eligible Account as to which the Account Debtor is an Investment Grade Account Debtor.


 


“Environmental
Laws” means any and all Federal, state, local, and foreign statutes, laws (including common law), regulations, ordinances,
rules, judgments, orders, decrees or binding judicial or administrative decisions relating to pollution and the protection of the environment
(including air, water vapor, surface water, ground water, drinking water, drinking water supply, surface or subsurface land, plant and
animal life or any other natural resource), and public and worker health and safety as it relates to Hazardous Materials, including those
related to the generation, use, handling, storage, transportation, treatment, recycling, labeling or Environmental Release of, or exposure
to, any Hazardous Materials.


 






    	 	37	 



     


    

 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, natural resource damages,
costs of environmental remediation, investigation or monitoring, consulting costs and attorney fees, and fines or penalties) resulting
from or based upon (a) any Environmental Law, including any noncompliance therewith, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) an Environmental Release or threatened
Environmental Release of any Hazardous Materials or (e) any contract, agreement or other binding consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.


 


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


 


“Environmental
Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, migrating,
leaching, dispersal, dumping or disposing into or through the indoor or outdoor environment.


 


“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).


 


“Equity Issuance”
means any issuance for cash by any Person to any other Person of (a) its Equity Interests, (b) any of its Equity Interests
pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities
to equity or (d) any options or warrants relating to its Equity Interests.


 


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


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated), that together with any Loan Party, is treated as a single employer within
the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating
to Section 302 of ERISA or Section 412 of the Code).


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of any Loan Party or any ERISA Affiliate from a
Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability pursuant to Section 4063
or 4064 of ERISA; (c) a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA with respect
to a Pension Plan; (d) the withdrawal of any of the Loan Parties or any of their respective ERISA Affiliates in a complete or partial
withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor,
or the receipt by any of the Loan Parties or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is
insolvent pursuant to Section 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042
of ERISA; (e) the filing of a notice of intent to terminate or the treatment of a Pension Plan amendment as a termination under Section 4041
of ERISA, (f) the institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (g) an event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any
Pension Plan or Multiemployer Plan; (h) the determination that any Pension Plan is in at-risk status, as defined in Section 430 of the
Code or Section 303 of ERISA, or the determination that any Multiemployer Plan is in endangered or critical status within the meaning
of Section 432 of the Code or Section 305 of ERISA; (i) 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 any Loan Party or any ERISA Affiliate; (j) the imposition of a
lien under Section 430(k) of the Code or Section 303(k) of ERISA with respect to any Pension Plan; or (k) the failure to meet
the minimum funding standard of Section 412 or 430 of the Code or Section 302 or 303 of ERISA with respect to any Pension Plan (whether
or not waived) or the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension
Plan or the failure to make any required contribution to a Multiemployer Plan.


 






    	 	38	 



     


    

 


“Erroneous Payment”
has the meaning specified in Section 10.27.


 


“Erroneous Payment
Deficiency Assignment” has the meaning specified in Section 10.27.


 


“Erroneous Payment
Impacted Loans” has the meaning specified in Section 10.27.


 


“Erroneous Payment
Return Deficiency” has the meaning specified in Section 10.27.


 


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


 


“Eurocurrency Banking
Day” means, for ABL Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect
to Canadian Dollars, any day (other than a Saturday or Sunday) on which banks are open for business in Toronto, Ontario, Canada, provided,
that for purposes of notice requirements in Sections 2.02(a), and 2.02(c), and 2.20(b), in each case, such day is
also a Business Day.


 


“Eurocurrency Rate”
means, for any Interest Period, with respect to any ABL Obligations, interest, fees, commissions or other amounts denominated in, or
calculated with respect to Canadian Dollars, the greater of (a) CDOR, for a period comparable to the applicable Interest Period, at approximately
10:00 a.m. (Toronto, Ontario time) on the applicable Rate Determination Date and (b) the Floor.


 


“Eurocurrency Rate
Loan” means any Loan bearing interest at a rate based on the Eurocurrency Rate.


 


“Eurocurrency Rate
Margin” has the meaning specified therefor in the definition of “Applicable Rate”.


 


“Eurocurrency Rate
Notice” means a written notice in the form of Exhibit P to this Agreement.


 






    	 	39	 



     


    

 


“Eurocurrency Rate
Option” has the meaning specified therefor in Section 2.20(a) of this Agreement.


 


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


 


“Exchange Rate
Reserves” means, as of any date of determination, those reserves that Administrative Agent deems necessary or appropriate
in its Permitted Discretion and subject to Section 2.01(b), to establish based on fluctuations in the Exchange Rate of Alternative
Currencies into Dollars in respect of the ABL Obligations denominated in Alternative Currencies.


 


“Excluded DDA”
means (a) zero balance disbursement accounts, (b) to the extent used exclusively to hold funds in trust for the benefit of third parties,
(i) payroll, healthcare and other employee wage and benefit accounts, (ii) tax accounts, including, without limitation, sales tax accounts,
(iii) escrow, defeasance and redemption accounts and (iv) fiduciary or trust accounts, (c) local cash accounts which are not a part of
the cash management system described in Section 6.18 and which, in the case of this clause (c), do not any time contain funds
in excess of $1,000,000 individually or $5,000,000 in the aggregate together with all other such local cash accounts, and (d) the Term
Priority Collateral Accounts.


 


“Excluded Subsidiary”
means any Subsidiary of the Lead Borrower that is (a) a Foreign Subsidiary (other than a Canadian Subsidiary) or a Foreign Subsidiary
(other than a Canadian Subsidiary) of a Domestic Subsidiary or a CFC Holdco, (b) an Immaterial Subsidiary, (c) prohibited by applicable
law, regulation or by any Contractual Obligation existing on the Second Restatement Effective Date or on the date such Person becomes
a Subsidiary (as long as such Contractual Obligation was not entered into in contemplation of such Person becoming a Subsidiary) from
providing a Subsidiary Guaranty or that would require a governmental (including regulatory) or third party consent, approval, license
or authorization in order to grant such Subsidiary Guaranty (to the extent that the Lead Borrower has used commercially reasonable efforts
(not involving spending money in excess of de minimis amounts) to obtain such consent, approval, license or authorization), (d) any Domestic
Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary (other than a Canadian Subsidiary), (e) captive insurance
companies, (f) a not-for-profit Subsidiary, (g) a Subsidiary not wholly-owned (other than any such Subsidiary described in the parenthetical
in clause (b) of the definition of U.S. Guarantor or clause (a) of the definition of Canadian Guarantor) by the Lead Borrower and/or
one or more of its wholly owned Restricted Subsidiaries, (h) any Unrestricted Subsidiary, and (i) a Subsidiary to the extent that the
burden or cost of obtaining a Subsidiary Guaranty therefrom is excessive in relation to the benefit afforded thereby (as reasonably determined
by the Administrative Agent and the Lead Borrower).


 


“Excluded Swap
Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of
the Guaranty of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Guaranty
thereof) 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) by virtue of such Loan Party’s failure for any reason to constitute
an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder (determined after
giving effect to Section 14 of the Subsidiary Guaranty and any other “keepwell, support or other agreement” for the benefit
of such Loan Party and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guaranty
of such Loan Party, or a grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. 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 Guaranty or security interest is or becomes excluded in accordance with
the first sentence of this definition.


 






    	 	40	 



     


    

 



 


“Excluded Taxes”
means, with respect to any Agent, Lender or any other recipient of any payment to be made by or on account of any obligation of the Lead
Borrower or any other Loan Party hereunder, (a) Taxes (i) imposed on (or measured by) its overall net income or overall gross income
(however denominated) by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located
or, in the case of any Lender (excluding any L/C Issuer), in which its applicable Lending Office is located, or (ii) that are imposed
as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising
solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received
or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned
an interest in any Loan or Loan Document), (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed
by any other jurisdiction described in clause (a) above, (c) in the case of a Lender (other than an assignee pursuant to a request
by the Lead Borrower under Section 3.07), any federal United States or federal Canadian withholding Tax that is imposed on amounts
payable to such Lender pursuant to a law in effect at the time such Lender becomes a party to this Agreement (or designates a new Lending
Office), except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office
(or assignment), to receive additional amounts with respect to such withholding Tax pursuant to Section 3.01(a), (d) Taxes attributable
to such recipient’s failure to comply with Section 3.01(g) or Section 3.01(h) and (e) any withholding Taxes imposed
under FATCA.


 


“Existing Canadian
ABL Facility” means the Amended and Restated Credit Agreement dated as of June 28, 2017 (as amended on June 1, 2018, to,
among other things, permanently repay all outstanding term loans thereunder and as further amended, supplemented or otherwise modified
in accordance with its terms), among Master Titan Holdings Limited Partnership, Watson Limited Partnership, Slegg Limited Partnership,
BC Ceilings Limited Partnership, Core Acoustic Titan Limited Partnership and Shoemaker Limited Partnership, as the borrowers, Canadian
Imperial Bank of Commerce, as administrative agent, co-lead arranger and sole bookrunner, and the other financial institutions from time
to time party thereto.


 


“Existing Credit
Agreement” has the meaning specified in the “Preliminary Statements.”


 


“Extraordinary Advances”
means each Protective Overadvance and Overadvance.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the Second Restatement Effective Date (or any amended or successor version that
is substantively comparable and not materially more onerous to comply with), any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory
legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental
Authorities and implementing such Sections of the Code.


 






    	 	41	 



     


    

 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 


“Federal Funds Rate”
means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) of the quotations for such day on such transactions received by the Administrative Agent
from three Federal funds brokers of recognized standing selected by it (and, if any such rate is below zero, then the rate determined
pursuant to this definition shall be deemed to be zero).


 


“Fee Letter”
means the Second Amended and Restated Fee Letter, dated as of the Second Restatement Effective Date, between the Lead Borrower and the
Administrative Agent.


 


“First Lien Administrative
Agent” means the “Administrative Agent” as defined in the First Lien Credit Agreement.


 


“First Lien Cap”
means the sum of (i) $996,839,654.38 plus (ii) the aggregate principal amount of Incremental First Lien Term Facilities available
to be incurred under the First Lien Credit Agreement as in effect on June 1, 2018.


 


“First Lien Collateral
Agent” means the “Collateral Agent” as defined in the First Lien Credit Agreement.


 


“First Lien Credit
Agreement” means the First Lien Credit Agreement, dated as of the Original Closing Date (as amended, supplemented or otherwise
modified from time to time in accordance with its terms and with the ABL/Term Intercreditor Agreement), among Holdings, the Lead Borrower,
the First Lien Lenders, the First Lien Administrative Agent and the First Lien Collateral Agent, including any replacement thereof entered
into in connection with one or more refinancings thereof permitted hereunder (so long as the documents governing such replacement constitute
 “Term Debt Documents” for purposes of the ABL/Term Intercreditor Agreement).


 


“First Lien Lender”
means any “Lender” as defined in the First Lien Credit Agreement.


 


“First Lien Loan
Documents” means the First Lien Credit Agreement and the other “Loan Documents” as defined in the First Lien
Credit Agreement.


 


“First Lien Loans”
means the “Loans” as defined in the First Lien Credit Agreement and shall, for the avoidance of doubt, include Incremental
First Lien Term Loans (as defined in the First Lien Credit Agreement).








 






    	 	42	 



     


    

 


“Fixed Charge Coverage
Ratio” means, with respect to the Lead Borrower and its Restricted Subsidiaries on a consolidated basis as of any date,
the ratio of (a) (i) Consolidated EBITDA for such period, minus (ii) Unfinanced Capital Expenditures (excluding any Capital Expenditures
made with all or any portion of the proceeds, applied within 12 months after the receipt thereof, from (x) any Casualty Event or (y) any
Disposition (in the case of each of (x) and (y)), other than Inventory and Accounts) made during such period to (b) the sum of (i) all
Consolidated Scheduled Funded Debt Payments plus (ii) all Cash Interest Charges plus (iii) all Consolidated Cash Taxes,
in each case for the most recently ended four consecutive fiscal quarter period ending on or prior to such date for which financial statements
have been delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b), as applicable, all as
determined on a consolidated basis in accordance with GAAP.


 


“Flood Laws”
means the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, and related laws, rules and regulations, including
any amendments or successor provisions.


 


“Floor”
means a rate of interest equal to 0%.


 


“Foreign Lender”
means, with respect to the U.S. Borrower, any Lender that is not a United States person, as such term is defined in Section 7701(a)(30)
of the Code.


 


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


 


“FRB”
means the Board of Governors of the Federal Reserve System of the United States (or any successor).


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Pro Rata Share of
the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been
reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender,
such Defaulting Lender’s Pro Rata Share of the outstanding 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) that is engaged in making, purchasing, holding or otherwise investing in commercial loans
and similar extensions of credit in the ordinary course of its business.


 


“Funded Debt”
of any Person means Indebtedness of such Person that by its terms matures more than one year after the date of its creation or matures
within one year from any date of determination but is renewable or extendible, at the option of such Person, to a date more than one year
after such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a
period of more than one year after such date.


 


“Funding Date”
means the date on which a Borrowing occurs.








 






    	 	43	 



     


    

 


“Funding Losses”
has the meaning specified therefor in Section 2.20(b).


 


“GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards
Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently applied.


 


“Governmental Authority”
means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, county,
municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government (including
any supra-national bodies such as the European Union or the European Central Bank).


 


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


 


“Guarantors”
means, collectively, the Canadian Guarantors and the U.S. Guarantors.








 






    	 	44	 



     


    

 


“Guaranty”
means, collectively, the Holdings Guaranty and the Subsidiary Guaranty.


 


“GYP Holdings Barbados”
means GYP Holdings IV (Barbados) SRL.


 


“GYP IV”
means GYP Holdings IV Corp., a Delaware corporation.


 


“GYP V”
means GYP Holdings V LLC, a Delaware limited liability company.


 


“Hazardous Materials”
means all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing
materials, polychlorinated biphenyls, flammable, explosive or radioactive substances, and all other substances or wastes of any nature
regulated as “hazardous” or “toxic,” or as a “pollutant” or a “contaminant,” pursuant
to any Environmental Law.


 


“Hedge Bank”
means (a) any Person that at the time it enters into a Secured Hedge Agreement, is an Agent, an Arranger, a Lender, a L/C Issuer or an
Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer or (b) any Person that is, as of the Second Restatement Effective Date, an
Agent, an Arranger, a Lender, a L/C Issuer or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer and a party to a Secured
Hedge Agreement as of the Second Restatement Effective Date, in each case, in its capacity as a party to such Secured Hedge Agreement.
For the avoidance of doubt, such Person shall continue to be a Hedge Bank with respect to the applicable Secured Hedge Agreement even
if it ceases to be an Agent, an Arranger, a Lender, a L/C Issuer or an Affiliate of an Agent, an Arranger, a Lender or a L/C Issuer after
the date on which it entered into such Secured Hedge Agreement.


 


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


 


“Holdings Guaranty”
means the Second Amended and Restated Holdings Guaranty dated as of the Second Restatement Effective Date made by Holdings in favor of
the Collateral Agent on behalf of the Secured Parties.


 






    	 	45	 



     


    

 


“Immaterial
Subsidiary” means each Restricted Subsidiary designated as such by the Lead Borrower to the Administrative Agent and
the Collateral Agent in writing that meets all of the following criteria calculated on the Pro Forma Basis by reference to
the most recently delivered set of the financial statements delivered pursuant to Section 6.01(a): (a) the aggregate
gross assets (excluding goodwill) of any Restricted Subsidiary designated as an Immaterial Subsidiary and its Restricted
Subsidiaries (on a consolidated basis) as of the date of such statements do not exceed an amount equal to 5% of the Consolidated
Total Assets of the Restricted Group as of such date; (b) the aggregate of the earnings before interest, tax, depreciation and
amortization (calculated on the same basis as Consolidated EBITDA) of any Restricted Subsidiary designated as an Immaterial
Subsidiary and its Restricted Subsidiaries (on a consolidated basis) for the four fiscal quarter period ending on such date do not
exceed an amount equal to 5% of the Consolidated EBITDA of the Restricted Group for such period; (c) the aggregate gross assets
(excluding goodwill) of all Restricted Subsidiaries designated as Immaterial Subsidiaries and their respective Restricted
Subsidiaries (on a consolidated basis) as of the date of such statements do not exceed an amount equal to 10% of the Consolidated
Total Assets of the Restricted Group as of such date; and (d) the aggregate of the earnings before interest, tax, depreciation and
amortization (calculated on the same basis as Consolidated EBITDA) of all Restricted Subsidiaries designated as Immaterial
Subsidiaries and their respective Restricted Subsidiaries (on a consolidated basis) for the four fiscal quarter period ending on
such date do not exceed an amount equal to 10% of the Consolidated EBITDA of the Restricted Group for such period; provided
that if, at any time after the delivery of such financial statements, (i) with respect to any Restricted Subsidiary designated as an
Immaterial Subsidiary at such time, the aggregate gross assets (excluding goodwill) of such Restricted Subsidiary and its Restricted
Subsidiaries (on a consolidated basis) shall exceed the threshold set forth in clause (a) or the aggregate of the earnings
before interest, tax, depreciation and amortization of such Restricted Subsidiary and its Restricted Subsidiaries (on a consolidated
basis) exceed the threshold set forth in clause (b) or (ii) with respect to all Restricted Subsidiaries designated as
Immaterial Subsidiaries at such time, the aggregate gross assets (excluding goodwill) of such Restricted Subsidiaries and their
respective Restricted Subsidiaries (on a consolidated basis) shall exceed the threshold set forth in clause (c) or the
aggregate of the earnings before interest, tax, depreciation and amortization of such Subsidiaries and their respective Restricted
Subsidiaries (on a consolidated basis) exceed the threshold set forth in clause (d), then the Lead Borrower shall, not later
than 30 days after the date by which financial statements for the fiscal quarter or the fiscal year, as applicable, in which such
excess occurs must be delivered (or such longer period as the Administrative Agent may agree in its reasonable discretion), (A)
notify the Administrative Agent and the Collateral Agent in writing that one or more of such Restricted Subsidiaries no longer
constitutes an Immaterial Subsidiary and (B) comply with the provisions of Section 6.12 applicable to such Subsidiary.
All Immaterial Subsidiaries as of the Second Restatement Effective Date are set forth on Schedule II.


 


“Increased Inspection
Trigger Event” has the meaning given such term in Section 6.10(b).


 


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


 


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


 


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


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP:


 


(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 of all Letters of Credit and other letters of credit (including standby and commercial), bankers’ acceptances,
bank Guarantees, surety bonds, performance bonds, advance payment guarantees or bonds, warranties, bid guarantees or bonds and similar
instruments issued or created by or for the account of such Person;








 






    	 	46	 



     


    

 


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


 


(d)              
all obligations of such Person to pay the deferred purchase price of property or services (other than (x) trade accounts payable
in the ordinary course of business, (y) any earn-out obligation until such obligation becomes a liability on the balance sheet of
such Person in accordance with GAAP and (z) expenses accrued in the ordinary course of business);


 


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


 


(f)               
all Attributable Indebtedness;


 


(g)              
all obligations of such Person in respect of Disqualified Equity Interests; and


 


(h)              
all Guarantees of such Person in respect of any of the foregoing.


 


For all purposes hereof, the Indebtedness of any
Person shall 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 or a joint venturer, unless such Indebtedness is expressly made non-recourse
to such Person. 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. For purposes of clause (e), the amount of Indebtedness of any Person that is non-recourse to such Person
shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value
of the property encumbered thereby as determined by such Person in good faith.


 


“Indemnified Liabilities”
has the meaning set forth in Section 10.05.


 


“Indemnified Taxes”
means Taxes other than Excluded Taxes and Other Taxes.


 


“Indemnitees”
has the meaning set forth in Section 10.05.


 


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


 


“Ineligible Cash”
means, when referring to cash or Cash Equivalents of the Lead Borrower or any other U.S. Loan Party, that such cash or Cash Equivalents
(a) appear (or would be required to appear) as “restricted” on a consolidated balance sheet of the Lead Borrower or such other
U.S. Loan Party (unless such appearance is related to the Collateral Documents (or the Liens created thereunder)) or (b) are subject to
any Lien (other than nonconsensual Liens permitted by Section 7.01 and Liens permitted by Sections 7.01(w) (but only to
the extent the ABL Obligations are secured on a first priority basis by such cash and Cash Equivalents) and 7.01(ee) (but only
to the extent the ABL Obligations are secured on a first priority basis by such cash and Cash Equivalents) and in favor of any Person
other than the Collateral Agent or any Lender).








 






    	 	47	 



     


    

 


“Information”
has the meaning specified in Section 10.08.


 


“Intercompany Note”
means a promissory note substantially in the form of Exhibit M evidencing Indebtedness owed among the Loan Parties and their
respective Subsidiaries.


 


“Interest Payment
Date” means, (a) as to any Base Rate Loan, the first day of each month and the Maturity Date and (b) as to any Eurocurrency
Rate Loan or SOFR Rate Loan, the last day of the Interest Period applicable thereto; provided, that, in the case of any Interest
Period greater than three months in duration, interest shall be payable at three month intervals after the commencement of the applicable
Interest Period and on the last day of such Interest Period.


 


“Interest Period”
means,


 


(a)        with
respect to each SOFR Rate Loan, a period commencing on the date of the making of such SOFR Rate Loan (or the continuation of a SOFR Rate
Loan or the conversion of a Base Rate Loan to a SOFR Rate Loan) and ending one, three, or six month(s) thereafter, and


 


(b)        with
respect to each Eurocurrency Rate Loan, a period commencing on the date of the making of such Eurocurrency Rate Loan (or the continuation
of a Eurocurrency Rate Loan or the conversion of a Canadian Base Rate Loan to a Eurocurrency Rate Loan denominated in Canadian Dollars)
and ending one or three month(s) thereafter;


 


provided, that for each
Loan, (i) interest shall accrue at the applicable rate based upon Term SOFR or the Eurocurrency Rate, as applicable, from and including
the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, and the Interest Period shall commence
on the date of advance of or conversion to any SOFR Rate Loan or Eurocurrency Rate Loan, and, in the case of immediately successive Interest
Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires, (ii) any
Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business
Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (iii) with respect
to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar
month that is one month after the date on which the Interest Period began, as applicable, (iv) Borrowers may not elect an Interest Period
which will end after the Maturity Date, (v) there shall be no more than ten Interest Periods in effect at any time, and (vi) no tenor
that has been removed from this definition pursuant to Section 2.20 shall be available for specification in any borrowing, conversion
or continuation notice.


 


“Inventory”
means (a) with respect to a U.S. Loan Party, inventory (as that term is defined in the Uniform Commercial Code) or (b) with respect
to a Canadian Loan Party, inventory (as that term is defined in the PPSA), and, in each case, shall also include, without
limitation, all: (i) goods which (A) are leased by a Person as lessor, (B) are held by a Person for sale or lease or to be furnished
under a contract of service, (C) are furnished by a Person under a contract of service or (D) consist of raw materials, work in
process, or materials used or consumed in a business; (ii) goods of said description in transit; (iii) goods of said description
which are returned, repossessed or rejected; and (iv) packaging, advertising, and shipping materials related to any of the
foregoing.


 






    	 	48	 



     


    

 


“Inventory Reserves”
means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria or in
the determination of Appraised Value, such Reserves as may be established from time to time by the Administrative Agent in its Permitted
Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory, or which reflect such other factors
as affect the market value of the Eligible Inventory or which reflect claims and liabilities that the Administrative Agent determines
will need to be satisfied in connection with the realization upon the Inventory. Without limiting the generality of the foregoing, Inventory
Reserves may, in the Administrative Agent’s Permitted Discretion, include (but are not limited to) Reserves based on:


 


(a)              
obsolescence;


 


(b)              
seasonality;


 


(c)              
shrink;


 


(d)              
imbalance;


 


(e)              
change in Inventory character;


 


(f)               
change in Inventory composition;


 


(g)              
change in Inventory mix;


 


(h)              
mark-downs (both permanent and point of sale);


 


(i)               
retail mark-ons and mark-ups inconsistent with prior period practice and performance, industry standards, current business plans
or advertising calendar and planned advertising events; and


 


(j)               
out-of-date and/or expired Inventory; and


 


(k)              
seller’s reclamation or repossession rights under any Debtor Relief Laws.


 


The amount of any Inventory
Reserve established by the Administrative Agent hereunder shall have a reasonable relationship to the event, condition or other matter
which is the basis for such Inventory Reserve. Furthermore the establishment of any Inventory Reserve hereunder shall be subject to the
last sentence of the definition of “Eligible Inventory.”


 






    	 	49	 



     


    

 


“Investment”
means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or
other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to,
Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the
investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in
this Section 1.01 in respect of such Person, (c) the purchase or other acquisition (in one transaction or a series of
transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business
unit, line of business or division of such Person, or (d) the Disposition of any property for less than the fair market value
thereof (other than Dispositions under Sections 7.05(e), (i) and (k)). For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment, less all returns representing a return of capital with respect to such Investment
received by the Lead Borrower or a Restricted Subsidiary.


 


“Investment Grade
Account Debtor” means any Account Debtor with a corporate credit rating of BBB- or greater from S&P and a corporate
family rating of Baa3 or greater from Moody’s.


 


“IP Rights”
has the meaning set forth in Section 5.16.


 


“IRS”
means the United States Internal Revenue Service.


 


“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 acceptable to the applicable L/C Issuer and in effect at the
time of issuance of such Letter of Credit).


 


“Issuer Documents”
means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered
into by the applicable L/C Issuer and the applicable Borrower (or any applicable Restricted Subsidiary) or in favor of such L/C Issuer
or Canadian Underlying Issuer, and relating to such Letter of Credit.


 


“Joint Venture”
means (a) any Person which would constitute an “equity method investee” of the Lead Borrower or any of its Subsidiaries, and
(b) any Person in whom the Lead Borrower or any of its Subsidiaries beneficially owns any Equity Interest that is not a Subsidiary.


 


“Judgment Currency”
has the meaning specified in Section 10.28.


 


“Junior Financing”
has the meaning specified in Section 7.14.


 


“Junior Financing
Documentation” means any documentation governing any Junior Financing.


 


“L/C Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or
refinanced as a Revolving Credit Borrowing.


 


“L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof, an amendment or other modification thereto or extension of the expiry
date thereof, or the increase of the amount thereof.


 


“L/C Fee”
has the meaning specified therefor in Section 2.09(c) of this Agreement.








 






    	 	50	 



     


    

 


“L/C Issuer”
means (a) Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Administrative Agent, agrees, in such
Lender’s sole discretion, to become an L/C Issuer for the purpose of issuing Letters of Credit pursuant to Section 2.03 of
this Agreement, and each L/C Issuer shall be a Lender and (b) any other Canadian Lender who agrees to issue Canadian Reimbursement Undertakings
for the purpose of issuing or facilitating the issuance of Canadian Letters of Credit.


 


“L/C Obligations”
means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit (including
pursuant to Canadian Reimbursement Undertakings) plus the aggregate amount of outstanding reimbursement obligations with respect
to Letters of Credit which remain unreimbursed or which have not been paid through a Revolving Credit Loan.


 


“Laws”
means, collectively, all international, foreign, federal, state, provincial, territorial, 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, in each case
whether or not having the force of law.


 


“Lead Borrower”
has the meaning specified in Section 2.17.


 


“Lender”
has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes the Swing Line Lender
and each L/C Issuer.


 


“Lender Group”
means each of the Lenders (including each L/C Issuer and the Swing Line Lender), Administrative Agent, and Collateral Agent, or any one
or more of them.


 


“Lending Office”
means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or
such other office or offices as a Lender may from time to time notify the Lead Borrower and the Administrative Agent.


 


“Letter of Credit”
means any standby, commercial or documentary letter of credit issued hereunder, in form and substance satisfactory to the Administrative
Agent and the applicable L/C Issuer or by a Canadian Underlying Issuer at the request of an L/C Issuer, as the context requires.


 


“Letter of Credit
Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time
to time in use by the applicable L/C Issuer.


 






    	 	51	 



     


    

 


“Letter of
Credit Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably
satisfactory to Administrative Agent (including that Administrative Agent has a first priority perfected Lien in such cash
collateral) and the applicable L/C Issuer, including provisions that specify that the L/C Fees and all commissions, fees, charges
and expenses provided for in Section 2.03(k) of this Agreement (including any fronting fees) will continue to accrue while
the Letters of Credit and Canadian Reimbursement Undertakings are outstanding) to be held by Administrative Agent for the benefit of
the Revolving Credit Lenders in an amount equal to 103% of the then existing L/C Obligations, (b) delivering to Administrative
Agent documentation executed by all beneficiaries under the Letters of Credit, in form and substance reasonably satisfactory to
Administrative Agent and the applicable L/C Issuer, terminating all of such beneficiaries’ rights under the Letters of Credit,
or (c) providing Administrative Agent with a standby letter of credit, in form and substance reasonably satisfactory to
Administrative Agent, from a commercial bank acceptable to Administrative Agent and the L/C Issuer (in their sole discretion) in an
amount equal to 103% of the then existing L/C Obligations (it being understood that the L/C Fee and all fronting fees set forth in
this Agreement will continue to accrue while the Letters of Credit or Canadian Reimbursement Undertakings are outstanding and that
any such fees that accrue must be an amount that can be drawn under any such standby letter of credit).


 


“Letter of Credit
Disbursement” means a payment made by an L/C Issuer pursuant to a Letter of Credit or Canadian Reimbursement Undertaking.


 


“Letter of Credit
Expiration Date” means the day that is five Business Days prior to the Maturity Date then in effect for the Revolving
Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).


 


“Letter of Credit
Exposure” means, as of any date of determination with respect to any Lender, such Lender’s participation in the L/C
Obligations pursuant to Section 2.03(e) on such date.


 


“Letter of Credit
Indemnified Costs” has the meaning specified therefor in Section 2.03(f) of this Agreement.


 


“Letter of Credit
Related Person” has the meaning specified therefor in Section 2.03(f) of this Agreement.


 


“Letter of Credit
Sublimit” means an amount equal to $75,000,000; provided, that only up to $20,000,000 of such amount shall be available
for the issuance of Canadian Letters of Credit. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit
Facility.


 


“Lien”
means any mortgage, lease, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, hypothec,
or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional
sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized
Lease having substantially the same economic effect as any of the foregoing).


 


“Line Cap”
means, at any time, the lesser of (a) the Aggregate Commitments and (b) the Borrowing Base at such time.


 






    	 	52	 



     


    

 


“Liquidation”
means the exercise by the Administrative Agent or the Administrative Agent of those rights and remedies accorded to the
Administrative Agent under the Loan Documents and applicable Laws as a creditor of the Loan Parties with respect to the realization
on the Collateral, including (after the occurrence and during the continuation of an Event of Default) the conduct by the Loan
Parties acting with the consent of the Administrative Agent, of any public, private or “going out of business,”
 “store closing” or other similar sale or any other disposition of the Collateral for the purpose of liquidating the
Collateral. Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this
Agreement.


 


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


 


“Loan Documents”
means, collectively, (a) for purposes of this Agreement and the Notes and any amendment, supplement or other modification hereof or thereof
and for all other purposes other than for purposes of the Guaranty and the Collateral Documents, (i) this Agreement, (ii) the Notes,
(iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, (vi) each Letter of Credit Application, (vii) any Incremental
Amendment, (viii) [reserved], (ix) the Borrowing Base Certificates and (x) any agreement creating or perfecting rights in Cash Collateral
pursuant to the provisions of Section 2.15 of this Agreement and (b) for purposes of the Guaranty and the Collateral Documents,
(i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Fee Letter, (vi) each Letter of Credit
Application, (vii) any Incremental Amendment, (viii) [reserved], (ix) each Secured Cash Management Agreement, (x) each Secured Hedge Agreement
and (x) the Borrowing Base Certificates.


 


“Loan Parties”
means, collectively, each Borrower and each Guarantor.


 


“Margin Stock”
as defined in Regulation U of the FRB as in effect from time to time.


 


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


 


“Material Adverse
Effect” means (a) a material adverse effect on the business, operations, assets, liabilities (actual or contingent) or financial
condition of Holdings and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties
(taken as a whole) to perform their respective payment obligations under any Loan Document to which the Lead Borrower or any of the Loan
Parties is a party or (c) a material adverse effect on the rights and remedies of the Agents or the Lenders under any Loan Document.


 


“Maturity Date”
means the earliest of (a) December 22, 2027, (b) the date that is 91 days before the maturity date of the First Lien Credit Agreement,
and (c) the date of termination in whole of the Revolving Credit Commitments, the Swing Line Sublimit and the obligations to issue, amend
or extend Letters of Credit pursuant to Sections 2.06(a) or 8.02.


 


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


 


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


 


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


 






    	 	53	 



     


    

 


“Multiple Employer
Plan” means a Plan which has two or more contributing sponsors (including a Loan Party or any ERISA Affiliate) at least
two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.


 


“Narrative Report”
means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations
of the Lead Borrower and its Subsidiaries in the form prepared for presentation to senior management of the Lead Borrower for the fiscal
quarter or fiscal year and for the period from the beginning of the then current fiscal year to the end of such period to which such financial
statements relate.


 


“Net Cash Proceeds”
means, (a) with respect to the issuance of any Equity Interest by the Lead Borrower or any Restricted Subsidiary, the excess of (i) the
sum of the cash and Cash Equivalents received in connection with such issuance over (ii) the investment banking fees, underwriting discounts
and commissions, and other out-of-pocket expenses, incurred by the Lead Borrower or such Restricted Subsidiary in connection with such
issuance; and (b) with respect to the incurrence or issuance of any Indebtedness by the Lead Borrower or any Restricted Subsidiary, the
excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the investment banking fees,
underwriting discounts and commissions, taxes reasonably estimated to be actually payable and other out-of-pocket expenses, incurred by
the Lead Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.


 


“New York Time”
means Eastern Standard Time or Eastern Daylight Time, as applicable.


 


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


 


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


 


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


 


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


 


“Original Closing
Date” means April 1, 2014.








 






    	 	54	 



     


    

 


“Other Taxes”
means any and all present or future stamp, court or documentary, intangible, recording or filing Taxes or any other similar Taxes, charges
or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect
to, any Loan Document.


 


“Outstanding Amount”
means (a) with respect to the Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof
after giving effect to any borrowings and prepayments or repayments of Revolving Credit Loans (including any refinancing of outstanding
unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may
be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after
giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations
as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit (including any
refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions
in the maximum amount available for drawing under Letters of Credit taking effect on such date.


 


“Overadvance”
means a Credit Extension to the extent that, immediately after its having been made, Availability is less than zero.


 


“Overadvance Loan”
means a Revolving Credit Loan made when an Overadvance exists or the funding of which results in Overadvance.


 


“Parent”
means GMS Inc., a Delaware corporation and the indirect parent company of the Lead Borrower.


 


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


 


“Participant Register”
has the meaning set forth in Section 10.07(i).


 


“PATRIOT Act”
has the meaning specified in Section 10.21.


 


“Payment Recipient”
has the meaning specified in Section 10.27.


 


“PBGC”
means the Pension Benefit Guaranty Corporation.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment
thereof) to Pension Plans and set forth in Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.


 


“Pension Plan”
means any “employee pension benefit plan” (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained
or is contributed to by a Loan Party or any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding
standards under Section 412 or 430 of the Code or Section 302 or 303 of ERISA.








 






    	 	55	 



     


    

 


“Periodic Term SOFR
Determination Day” has the meaning specified therefor in the definition of “Term SOFR”.


 


“Permits”
has the meaning specified in Section 5.01.


 


“Permitted Acquisition”
has the meaning specified in Section 7.02(i).


 


“Permitted Discretion”
means the commercially reasonable judgment of the Administrative Agent exercised in good faith in accordance with customary business practices
for comparable asset-based lending transactions. In exercising such judgment, the Administrative Agent may consider any factors which
it reasonably determines: (a) with respect to any Collateral issues, will or reasonably could be expected to adversely affect in any material
respect the value of the Collateral, the enforceability or priority of the Administrative Agent’s Liens thereon or the amount which
the Administrative Agent, the Lenders or any L/C Issuer would be likely to receive (after giving consideration to delays in payment and
costs of enforcement) in the liquidation of such Collateral, or (b) is evidence that any collateral report or financial information delivered
to the Administrative Agent by any Person on behalf of the applicable Borrower is incomplete, inaccurate or misleading in any material
respect, or (c) creates or reasonably could be expected to create a Default or Event of Default. In exercising such judgment, the Administrative
Agent may also consider, without duplication, such factors already included in or tested by the definition of Eligible Inventory or Eligible
Accounts, as well as any of the following: (i) changes after the Second Restatement Effective Date in any material respect in demand for,
pricing of, or product mix of Inventory; (ii) changes after the Second Restatement Effective Date in any material respect in any concentration
of risk with respect to Accounts; (iii) any other factors or circumstances that will or would reasonably be expected to have a Material
Adverse Effect and (iv) any other factors arising after the Second Restatement Effective Date that change in any material respect the
credit risk of lending to the Borrowers on the security of the Collateral.


 


“Permitted Encumbrances”
means any Liens or other encumbrances on any real property permitted under the applicable mortgage policy delivered by the Lead Borrower
in connection with, and pursuant to, the First Lien Credit Agreement.


 


“Permitted Equity
Issuance” means (a) any sale or issuance of any Equity Interests (excluding Disqualified Equity Interests) of Holdings the
proceeds of which are contributed to the common equity of the Lead Borrower, (b) any sale or issuance of any Equity Interests (excluding
Disqualified Equity Interests) of the Lead Borrower to Holdings or (c) any capital contribution to the Lead Borrower.


 


“Permitted Other
First Lien Indebtedness” means any “Permitted Other First Lien Indebtedness” (as defined in the First Lien Credit
Agreement, as in effect on the Second Restatement Effective Date and as otherwise modified in a manner not adverse to the Lenders).


 


“Permitted Other
Second Lien Indebtedness” means any Permitted Other Second Lien Indebtedness (as defined in the First Lien Credit Agreement,
as in effect on the Second Restatement Effective Date and as otherwise modified in a manner not adverse to the Lenders).








 






    	 	56	 



     


    

 


“Permitted Other
Term Indebtedness” means Permitted Other First Lien Indebtedness and Permitted Other Second Lien Indebtedness.


 


“Permitted Refinancing”
means with respect to any Indebtedness, any modification, refinancing, refunding, renewal, replacement or extension of such Indebtedness;
provided that: (i) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted
value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to
accrued and unpaid interest, unpaid reasonable premium thereon and reasonable fees and expenses incurred, in connection with such modification,
refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder; (ii)
such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final
maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness
being modified, refinanced, refunded, renewed, replaced or extended; (iii) if the Indebtedness being modified, refinanced, refunded, renewed,
replaced or extended is subordinated in right of payment to the ABL Obligations, such modification, refinancing, refunding, renewal or
extension is subordinated in right of payment to the ABL Obligations on terms as favorable in all material respects to the Lenders as
those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended; (iv)
the terms and conditions (including, if applicable, as to collateral) of any such modified, refinanced, refunded, renewed, replaced or
extended Indebtedness are, (A) either (x) customary for similar debt in light of then-prevailing market conditions (it being understood
that such Indebtedness shall not include any financial maintenance covenants and that any negative covenants shall be incurrence-based)
or (y) not materially less favorable to the Loan Parties or the Lenders than the terms and conditions of the Indebtedness being modified,
refinanced, refunded, renewed, replaced or extended, and (B) when taken as a whole (other than interest rate and redemption premiums),
are not more restrictive to the Lead Borrower and the Restricted Subsidiaries than those set forth in the First Lien Credit Agreement
(provided that a certificate of the Chief Financial Officer of the Lead Borrower delivered to the Administrative Agent in good
faith at least five Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the
material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Lead Borrower has
determined in good faith that such terms and conditions satisfy the requirement set forth in the foregoing clause (iv), shall
be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the
Lead Borrower of its objection during such five Business Day period); (v) such modification, refinancing, refunding, renewal or extension
is incurred by the Person who is the obligor on the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended;
and (vi) at the time thereof, no Default or Event of Default shall have occurred and be continuing.


 


“Permitted Term
Indebtedness” means the First Liens Loans, any Permitted Term Refinancing Debt and any Permitted Other Term Indebtedness;
provided that: (a) immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Default or
Event of Default shall have occurred and be continuing and (b) the agent, trustee or other representative of the holders of such
Indebtedness, acting on behalf of such holders, shall be party to the ABL/Term Intercreditor Agreement or another customary intercreditor
agreement that is reasonably satisfactory to the Administrative Agent.








 






    	 	57	 



     


    

 


“Permitted Term
Indebtedness Cap” means an amount equal to the sum of (a) the First Lien Cap plus (b) the Second Lien Cap (as defined
in the First Lien Credit Agreement as in effect on the Second Restatement Effective Date and as otherwise modified in a manner not adverse
to the Lenders).


 


“Permitted Term
Indebtedness Liens” means Liens on the Collateral securing Permitted Term Indebtedness; provided that such Liens
are (a) junior to the Lien on the ABL Priority Collateral securing ABL Obligations and (b) granted under Collateral Documents to a collateral
agent for the benefit of the holders of the Permitted Term Indebtedness and subject to the ABL/Term Intercreditor Agreement or other customary
intercreditor agreement that is reasonably satisfactory to the Administrative Agent, the First Lien Administrative Agent, the Second Lien
Administrative Agent, the Collateral Agent, and the First Lien Collateral Agent, and that is entered into among the Collateral Agent,
the First Lien Collateral Agent (or representatives of the applicable secured parties), such other collateral agent and the Loan Parties
and which provides for lien sharing and for the junior, senior or pari passu (subject to the foregoing clause (a)) treatment
of such Liens with the Liens securing the ABL Obligations.


 


“Permitted Term
Refinancing Debt” means any Specified Refinancing Debt (as defined in the First Lien Credit Agreement as in effect on the
Second Restatement Effective Date and as otherwise modified in a manner not adverse to the Lenders).


 


“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 within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees
of the Lead Borrower or any ERISA Affiliate or any such Plan to which the Lead Borrower or any ERISA Affiliate is required to contribute
on behalf of any of its employees.


 


“Platform”
has the meaning specified in Section 6.02.


 


“Pledged Debt”
has the meaning specified in the U.S. Security Agreement and the Canadian Security Agreement, as applicable.


 


“Pledged Interests”
has the meaning specified in the U.S. Security Agreement and the Canadian Security Agreement, as applicable.


 


“PPSA”
means the Personal Property Security Act (Ontario), the Civil Code of Quebec as in effect in the Province of Quebec or any other applicable
Canadian federal, territorial or provincial statute pertaining to the granting, perfecting, priority or ranking of security interests,
liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder, in each case as in effect
from time to time. References to sections of the PPSA shall be construed to also refer to any successor sections.


 


“Private Lenders”
has the meaning specified in Section 6.02.


 






    	 	58	 



     


    

 


“Pro Forma
Basis,” “Pro Forma Compliance” and “Pro Forma Effect” means, in
respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the
extent applicable) shall be deemed to have occurred as of the first day of the applicable period of measurement in such covenant:
(a) income statement items (whether positive or negative) attributable to the property or Person, if any, subject to such
Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary of
the Lead Borrower or any division, product line, or facility used for operations of the Lead Borrower or any of its Restricted
Subsidiaries, shall be excluded, and (ii) in the case of a purchase or other acquisition of all or substantially all of the
property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such
Person, or of all or substantially all of the Equity Interests in a Person, shall be included, (b) any retirement of
Indebtedness and (c) any Indebtedness incurred or assumed by the Lead Borrower or any of its Restricted Subsidiaries in connection
therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period
for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as
at the relevant date of determination.


 


“Pro Forma Excess
Availability” means, at any time, after giving Pro Forma Effect to the transaction then to be consummated or payment to
be made, Availability (a) as of the date of such transaction or payment and (b) projected as of each of the following consecutive
60 days.


 


“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, and subject
to adjustment as provided in Section 2.16), the numerator of which is the amount of the Revolving Credit Commitments of such
Lender under the Revolving Credit Facility at such time and the denominator of which is the amount of the Aggregate Commitments under
the Revolving Credit Facility at such time; provided, that if the commitment of each Lender to make Loans and the obligation of
each L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, 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. The initial Pro Rata Share of each Lender is set forth opposite the name
of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable.


 


“Protective Overadvance”
means an Overadvance made by the Administrative Agent, in its discretion, which:


 


(a)              
is made to maintain, protect or preserve the Collateral and/or the Secured Parties’ rights under the Loan Documents or which
is otherwise for the benefit of the Secured Parties;


 


(b)              
is made to enhance the likelihood of, or to maximize the amount of, repayment of any ABL Obligation; or


 


(c)              
is made to pay any other amount chargeable to any Loan Party hereunder; and


 


(d)             together
with all other Overadvance Loans and Protective Overadvances then outstanding, shall not (i) exceed 10% of the Borrowing Base at any
time or (ii) unless a Liquidation is occurring, remain outstanding for more than 45 consecutive Business Days, unless in each case,
the Required Lenders otherwise agree;


 






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provided that, the foregoing shall not
(i) modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations with respect to Letters of
Credit or Section 2.02 regarding the Lenders’ obligations with respect to Swing Line Loans, or (ii) result in any claim or
liability against the Administrative Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional
Overadvances shall not reduce the amount of Protective Overadvances allowed hereunder, and further provided that in no event shall the
Administrative Agent make an Overadvance, if after giving effect thereto, the principal amount of the Total Outstandings would exceed
the Aggregate Commitments (as in effect prior to any termination of the Aggregate Commitments pursuant to Section 2.06 hereof).


 


“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.


 


“Qualified ECP Borrower”
means, in respect of any Swap Obligations, each Borrower that has total assets exceeding $10,000,000 at the time the grant of the relevant
security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract
participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify
as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


“Qualified Equity
Interests” means and refers to any Equity Interests issued by Holdings (and not by one or more of its Subsidiaries) that
is not a Disqualified Equity Interest.


 


“Qualifying IPO”
means the issuance by Holdings, or any direct or indirect parent thereof, 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 SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).


 


“Rate Determination
Date” means, with respect to any Interest Period for CDOR, the date such Interest Period commences (or, in any case, such
other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by Administrative
Agent; provided that to the extent that such market practice is not administratively feasible for Administrative Agent, such other
day as otherwise reasonably determined by Administrative Agent).


 


“Register”
has the meaning set forth in Section 10.07(c).


 


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


 






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“Relevant Governmental
Body” means (a) with respect to a Benchmark Replacement in respect of ABL Obligations, interest, fees, commissions or other
amounts denominated in, or calculated with respect to, Dollars, the FRB or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the FRB or the Federal Reserve Bank of New York, or any successor thereto and (b) with respect to a Benchmark
Replacement in respect of ABL Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to,
any Alternative Currency, (i) the central bank for the Currency in which such ABL Obligations, interest, fees, commissions or other amounts
are denominated, or calculated with respect to, or any central bank or other supervisor which is responsible for supervising either (A)
such Benchmark Replacement or (B) the administrator of such Benchmark Replacement or (ii) any working group or committee officially endorsed
or convened by (A) the central bank for the Currency in which such ABL Obligations, interest, fees, commissions or other amounts are denominated,
or calculated with respect to, (B) any central bank or other supervisor that is responsible for supervising either (1) such Benchmark
Replacement or (2) the administrator of such Benchmark Replacement, (C) a group of those central banks or other supervisors or (D) the
Financial Stability Board or any part thereof.


 


“Replacement Lender”
has the meaning set forth in Section 3.04(d).


 


“Report”
has the meaning set forth in Section 9.17.


 


“Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.


 


“Request for Credit
Extension” means (a) with respect to a Revolving Credit Borrowing, a Committed Loan Notice, (b) with respect to the conversion
or continuation of Revolving Credit Loans, a Eurocurrency Rate Notice or RFR Notice, as applicable, and (c) with respect to an L/C
Credit Extension, a Letter of Credit Application.


 


“Required Lenders”
means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Outstandings (with
the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing
Line Loans, as applicable, being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate
unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided,
further, that at any time there are two or more Lenders (who are not Affiliates of one another or Defaulting Lenders), “Required
Lenders” must include at least two Lenders (who are not Affiliates of one another).


 


“Required
Supermajority Lenders” means, as of any date of determination, Revolving Credit Lenders holding more than 662⁄3%
of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and
funded participation in L/C Obligations and Swing Line Loans, as applicable, being deemed “held” by such Revolving
Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the
unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall
be excluded for purposes of making a determination of Required Supermajority Lenders; provided, further, that at any
time there are two or more Lenders (who are not Affiliates of one another or Defaulting Lenders), “Required Supermajority
Lenders” must include at least two Lenders (who are not Affiliates of one another).


 






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“Reserves”
means all (if any) Inventory Reserves, Exchange Rate Reserves, and Availability Reserves.


 


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


 


“Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Loan Party (including, with
respect to the Administrative Agent’s electronic platform or portal, any person authorized and authenticated through the electronic
platform or portal in accordance with the Administrative Agent’s procedures for such authentication) and, as to any document delivered
on the Second Restatement Effective Date, any vice president, secretary or assistant secretary. Any document delivered hereunder that
is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted
on behalf of such Loan Party.


 


“Restricted Group”
means the Lead Borrower and its Restricted Subsidiaries.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of any Person,
or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return
of capital to such Person’s stockholders, partners or members (or the equivalent Persons thereof).


 


“Restricted Payment
Conditions” means, at the time of determination with respect to any specified Restricted Payment, that (a) no Default or
Event of Default then exists or would arise as a result of the making of such Restricted Payment, and (b) either (i) (A) the Lead Borrower
shall be in compliance with the financial covenant set forth in Section 7.11 after giving effect to such transaction or payment
on a Pro Forma Basis (regardless of whether such covenant is otherwise required to be tested pursuant to Section 7.11) and (B)
after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x) 15% of the Line
Cap and (y) $80,000,000 or (ii) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the
greater of (x) 20% of the Line Cap and (y) $120,000,000. Prior to undertaking any payment which is subject to the Restricted Payment
Conditions, the Loan Parties shall deliver to the Administrative Agent a certificate from the Chief Financial Officer of the Lead Borrower
certifying satisfaction of the conditions contained in clause (a) above and providing calculations evidencing satisfaction of the
conditions contained in clause (b) above, on a basis (including, without limitation, giving due consideration to results for prior
periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not be unreasonably withheld or delayed).


 






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“Restricted Subsidiary”
means each Borrower, each Subsidiary Guarantor, and any Subsidiary of the Lead Borrower that is not an Unrestricted Subsidiary.


 


“Revaluation Date”
means (a) with respect to any Loan, each of the following: (i) each date of a borrowing of an RFR Loan or a Eurocurrency Rate Loan denominated
in an Alternative Currency, as applicable, (ii) each date of a continuation of a Eurocurrency Rate Loan or an RFR Loan, as applicable,
denominated in an Alternative Currency pursuant to the terms of this Agreement and (iii) such additional dates as Administrative Agent
shall determine or the Required Lenders shall require (it being understood that such frequency is typically daily but may be on a more
or less frequent basis as Administrative Agent shall determine or the Required Lender shall require) and (b) with respect to any Letter
of Credit, each of the following: (i) each date of issuance, amendment or extension of a Letter of Credit denominated in an Alternative
Currency, (ii) each date of any payment by the applicable L/C Issuer under any Letter of Credit denominated in an Alternative Currency,
and (iii) such additional dates as Administrative Agent or the applicable L/C Issuer shall determine or the Required Lenders shall require
(it being understood that such frequency is typically daily but may be on a more or less frequent basis as Administrative Agent shall
determine or the Required Lenders shall require).


 


“Revolving Credit
Borrowing” means a borrowing consisting of Revolving Credit Loans made on the same day by the Lenders (or Administrative
Agent on behalf thereof), or by Swing Line Lender in the case of a Swing Line Loan, or by Administrative Agent in the case of an Overadvance
Loan or Protective Overadvance.


 


“Revolving Credit
Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to any Borrower
pursuant to Section 2.01(a), (b) purchase participations in L/C Obligations and (c) purchase participations in Swing Line
Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule 2.01 under the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant
to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
The aggregate Revolving Credit Commitments of all Revolving Credit Lenders shall be $950,000,000 on the Second Restatement Effective Date
(after giving effect to this Agreement), as such amount may be adjusted from time to time in accordance with the terms of this Agreement.


 


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


 


“Revolving Credit
Commitment Increase Lender” has the meaning specified in Section ‎2.14(g).


 


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


 


“Revolving Credit
Lender” means, at any time, any Lender that has a Revolving Credit Commitment at such time.


 






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“Revolving Credit
Loan” means each U.S. Revolving Credit Loan and each Canadian Revolving Credit Loan.


 


“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.


 


“RFR”
means, for any ABL Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, SOFR.


 


“RFR Business Day”
means, for any ABL Obligations, interest, fees, commissions or other amounts denominated in, or calculated with respect to, Dollars, a
U.S. Government Securities Business Day; provided, that for purposes of notice requirements in Sections 2.02(a), 2.02(c),
and 2.20(b), in each case, such day is also a Business Day.


 


“RFR Loan”
means a SOFR Rate Loan.


 


“RFR Notice”
means a written notice in the form of Exhibit R to this Agreement.


 


“RFR Option”
has the meaning specified therefor in Section 2.20(a) of this Agreement.


 


“S&P”
means Standard & Poor’s Rating Group, and any successor thereto.


 


“Sanctioned Entity”
means (a) a country or territory or a government of a country or territory, (b) an agency of the government of a country or territory,
(c) an organization directly or indirectly controlled by a country or territory or its government, or (d) a Person resident in or determined
to be resident in a country or territory, in each case of clauses (a) through (d) that is a target of Sanctions, including a target of
any country sanctions program administered and enforced by OFAC or any other Governmental Authority with jurisdiction over any Lender
or any Loan Party or any of their respective Affiliates.


 


“Sanctioned Person”
means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained by OFAC, OFAC’s
consolidated Non-SDN list or any other Sanctions-related list maintained by any Governmental Authority, (b) a Person or legal entity that
is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or (d) any Person directly or indirectly
owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person or Persons described in clauses (a) through
(c) above.


 


“Sanctions”
means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral
sanctions, secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including
those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by
OFAC, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the
United Nations Security Council, (c) the European Union or any European Union member state, (d) His Majesty’s Treasury of the
United Kingdom, (e) the Government of Canada, or (f) any other Governmental Authority with jurisdiction over any member of Lender
Group or any Loan Party or any of their respective Subsidiaries or Affiliates.


 






    	 	64	 



     


    

 


“Seasonal Advance
Rate Period” means a period of up to 90 consecutive days, as designated by the Lead Borrower up to one time in any calendar
year; provided, that the Lead Borrower may only designate the commencement of a Seasonal Advance Rate Period if 60 consecutive
days shall have elapsed since the occurrence of the last day of the previous Seasonal Advance Rate Period.


 


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


 


“Second Restatement
Effective Date” means December 22, 2022.


 


“Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management
Bank and for which (a) written notice substantially in the form of Exhibit L has been delivered by such Loan Party or such Cash
Management Bank to the Administrative Agent, which (i) specifies that such agreement is a Secured Cash Management Agreement and (ii) acknowledges
and accepts the Cash Management Bank’s appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of
Article IX for itself and its Affiliates as if a “Lender” party hereto and (b) such Loan Party and/or such Cash
Management Bank provides to the Administrative Agent such supporting documentation as the Administrative Agent may reasonably request.


 


“Secured Hedge Agreement”
means any Swap Contract permitted under Article VII that is entered into by and between any Loan Party and any Hedge Bank
and for which (a) written notice substantially in the form of Exhibit L has been delivered by the Loan Party or the Hedge Bank
to the Administrative Agent and the Collateral Agent, which (i) specifies that such Swap Contract is intended to be secured on a
pari passu basis with the other ABL Obligations and is a Secured Hedge Agreement, and (ii) acknowledges and accepts Hedge Bank’s
appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX for itself and its Affiliates
as if a “Lender” party hereto, and (b) the Loan Party and/or Hedge Bank provides to the Administrative Agent and the Collateral
Agent such supporting documentation as the Administrative Agent or the Collateral Agent may reasonably request.


 


“Secured Obligations”
means, collectively, the U.S. Secured Obligations and the Canadian Secured Obligations.


 


“Secured Parties”
means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuers, the Swing Line Lender, the Hedge Banks,
the Cash Management Banks, any Supplemental Administrative Agent and each co-agent or sub-agent appointed by the Administrative Agent
or the Collateral Agent from time to time pursuant to Section 9.01(c).


 


“Security Agreement”
means each of the U.S. Security Agreement, the Canadian Security Agreement, and the Canadian Deed of Hypothec.


 






    	 	65	 



     


    

 





“Settlement”
has the meaning specified in Section 2.02(g).


 


“Settlement Date”
has the meaning specified in Section 2.02(g).


 


“SOFR”
means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.


 


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


 


“SOFR Rate Loan”
means a Loan that bears interest at a rate determined by reference to Term SOFR (other than pursuant to clause (c) of the definition of
U.S. Base Rate).


 


“SOFR Rate Margin”
has the meaning specified therefor in the definition of “Applicable Rate”.


 


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the
fair value of the property of such Person is greater than the total amount of debts and liabilities, including, without limitation, contingent
liabilities, subordinated or otherwise, of such Person, (b) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the liability of such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such
debts and liabilities, subordinated, contingent or otherwise, as they become absolute and mature, (d) such Person is not engaged
in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute
an unreasonably small capital, and (e) with respect to a Canadian Loan Party, such Person is “solvent” or not “insolvent”,
as applicable, within the meaning given those terms and similar terms under applicable laws relating to bankruptcy, insolvency, voidable
transfers and fraudulent transfers and conveyances. The amount of contingent liabilities at any time shall be computed as the amount that,
in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become
an actual or matured liability.


 


“Specified Event
of Default” means any Event of Default pursuant to Section 8.01(a), 8.01(b)(i) (solely related to the
financial covenant in Section 7.11), 8.01(b)(ii) (solely related to Section 6.02(b) and Section 6.18), 8.01(b)(iv)
(solely related to Section 6.01(c)), 8.01(f), 8.01(g), or 8.01(l).


 


“Specified Intercompany
Debt” means the Indebtedness of the Canadian ULC owing to GYP Holdings Barbados as evidenced by that certain Amended and
Restated Promissory Note, dated October 30, 2020, in the principal amount of Cdn$432,544,421.67; provided, that such Specified
Intercompany Debt shall at all times be unsecured and subordinated to the ABL Obligations, on terms and conditions satisfactory to the
Administrative Agent in its discretion.


 


“Specified
Transaction” means any incurrence or repayment of Indebtedness (other than for working capital purposes) or Investment
that results in a Person becoming a Restricted Subsidiary, any Permitted Acquisition or any Disposition that results in a Restricted
Subsidiary ceasing to be a Subsidiary of the Lead Borrower, any Investment constituting an acquisition of assets constituting a
business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of
the Lead Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise or any
material restructuring of the Lead Borrower or implementation of initiative not in the ordinary course of business and described in
reasonable detail in the officer’s certificate of the Lead Borrower.


 






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“Specified Transaction
Conditions” means, at the time of determination with respect to any specified transaction or payment, that (a) no Default
or Event of Default then exists or would arise as a result of entering into such transaction or the making of such payment and (b) either
(i) (A) the Lead Borrower shall be in compliance with the financial covenant set forth in Section 7.11 after giving effect to such
transaction or payment on a Pro Forma Basis (regardless of whether such covenant is otherwise required to be tested pursuant to Section
7.11) and (B) after giving effect to such transaction or payment, Pro Forma Excess Availability shall be at least the greater of (x)
12.5% of the Line Cap and (y) $70,000,000 or (ii) after giving effect to such transaction or payment, Pro Forma Excess Availability shall
be at least the greater of (x) 17.5% of the Line Cap and (y) $90,000,000. Prior to undertaking any transaction or payment which is subject
to the Specified Transaction Conditions, the Loan Parties shall deliver to the Administrative Agent a certificate from the Chief Financial
Officer of the Lead Borrower certifying satisfaction of the conditions contained in clause (a) above and providing calculation
evidencing satisfaction of the conditions contained in clause (b) above, on a basis (including, without limitation, giving due
consideration to results for prior periods) reasonably satisfactory to the Administrative Agent in good faith (which approval shall not
be unreasonably withheld or delayed).


 


“Spot Rate”
means for a Currency, on any relevant date of determination, the rate determined by Administrative Agent or the L/C Issuer, as applicable,
as the spot rate for the purchase of such currency with another currency through its principal foreign exchange trading office on the
date of such determination (it being understood that such determination is typically made at approximately 10:00 a.m. New York Time, but
the determination time may be adjusted from time to time, based on current system configurations); provided that Administrative
Agent or the L/C Issuer, as applicable, may obtain such spot rate from another financial institution designated by Administrative Agent
or the L/C Issuer, as applicable, if it does not have as of the date of determination a spot buying rate for any such currency.


 


“Standard Letter
of Credit Practice” means, for any L/C Issuer or any Canadian Underlying Issuer, any domestic or foreign law or letter of
credit practices applicable in the city in which such L/C Issuer or any Canadian Underlying Issuer issued the applicable Letter of Credit
or, for its branch or correspondent, such laws and practices applicable in the city in which it has advised, confirmed or negotiated such
Letter of Credit, as the case may be, in each case, (a) which letter of credit practices are of banks that regularly issue letters of
credit in the particular city, and (b) which laws or letter of credit practices are required or permitted under ISP or UCP, as chosen
in the applicable Letter of Credit.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which 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 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 Lead Borrower.


 






    	 	67	 



     


    

 


“Subsidiary Guarantor”
means, collectively, the Restricted Subsidiaries of the Lead Borrower that are Guarantors.


 


“Subsidiary Guaranty”
means, collectively, the Second Amended and Restated ABL Subsidiary Guaranty dated as of the Second Restatement Effective Date made by
the Subsidiary Guarantors in favor of the Collateral Agent on behalf of the Secured Parties, together with each other Guaranty and Guaranty
supplement delivered pursuant to Section 6.12.


 


“Supplemental Administrative
Agent” has the meaning specified in Section 9.14(a) and “Supplemental Administrative Agents”
shall have the corresponding meaning.


 


“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 Loan Party, 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
an Agent, an Arranger or a Lender or any Affiliate of an Agent, an Arranger or a Lender).


 






    	 	68	 



     


    

 





“Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section 2.02.


 


“Swing Line Lender”
means Wells Fargo, in its capacity as provider of Swing Line Loans, or any successor provider of Swing Line Loans hereunder.


 


“Swing Line Loan”
has the meaning specified in Section 2.02(b).


 


“Swing Line Note”
means a promissory note of the Borrowers payable to the Swing Line Lender or its registered assigns, in substantially the form of Exhibit C-2
hereto, evidencing the aggregate indebtedness of the Borrowers to the Swing Line Lender resulting from the Swing Line Loans made by the
Swing Line Lender.


 


“Swing Line Sublimit”
means an amount equal to the lesser of (a) $95,000,000 and (b) the Revolving Credit Commitments. The Swing Line Sublimit is part of, and
not in addition to, the Revolving Credit Facility.


 


“Syndication Agent”
means Truist Bank, as Syndication Agent under the Loan Documents.


 


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


 


“Term Loan Documents”
means, collectively, the First Lien Loan Documents and the documents governing any Permitted Other Term Indebtedness.


 


“Term Priority Collateral”
has the meaning specified in the ABL/Term Intercreditor.


 


“Term Priority Collateral
Account” means any deposit account or securities account that is intended to solely contain identifiable proceeds of the
Term Priority Collateral (it being understood that any property in such account which does not constitute identifiable proceeds of the
Term Priority Collateral shall not constitute Term Priority Collateral solely by virtue of being on deposit in any such account).


 


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


 


“Term SOFR”
means:


 


(a)               for
any calculation with respect to a SOFR Rate Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest
Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) RFR Business Days prior
to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however,
that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the
applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term
SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term
SOFR Administrator on the first preceding RFR Business Day for which such Term SOFR Reference Rate for such tenor was published by
the Term SOFR Administrator so long as such first preceding RFR Business Day is not more than three (3) RFR Business Days prior to
such Periodic Term SOFR Determination Day, and


 






    	 	69	 



     


    

 


(b)              
for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day
(such day, the “Base Rate Term SOFR Determination Day”) that is two (2) RFR Business Days prior to such day, as such
rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any
Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator
and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference
Rate for such tenor as published by the Term SOFR Administrator on the first preceding RFR Business Day for which such Term SOFR Reference
Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding RFR Business Day is not more than three
(3) RFR Business Days prior to such Base Rate Term SOFR Determination Day;


 


provided, further,
that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be
less than the Floor, then Term SOFR shall be deemed to be the Floor.


 


“Term SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Administrative
Agent in its reasonable discretion).


 


“Term SOFR Reference
Rate” means the forward-looking term rate based on SOFR.


 


“Threshold Amount”
means $50,000,000.


 


“Total Outstandings”
means the sum of the aggregate Outstanding Amount of all Revolving Credit Loans and the aggregate Outstanding Amount of all Swing Line
Loans and L/C Obligations.


 


“Truist”
means Truist Bank acting through such of its affiliates or branches as it deems appropriate, and its successors.


 


“UBS”
means UBS AG, Stamford Branch acting through such of its affiliates or branches as it deems appropriate, and its successors.


 


“UCP”
means, with respect to any Letter of Credit, the ‘Uniform Customs and Practice for Documentary Credits’, as most recently
published by the International Chamber of Commerce in its Publication No. 600 (or such later version thereof as may be acceptable to the
applicable L/C Issuer or Canadian Underlying Issuer and in effect at the time of issuance of such Letter of Credit).


 






    	 	70	 



     


    

 





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


 


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


 


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


 


“Unfinanced Capital
Expenditures” means Capital Expenditures other than those made through purchase money financing (other than from Credit
Extensions hereunder) or capital lease transactions, or equity contributions permitted hereunder.


 


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


 


“Unintentional Overadvance”
means an Overadvance which, to the Administrative Agent’s actual knowledge, did not constitute an Overadvance when made but which
has become an Overadvance resulting from changed circumstances beyond the control of the Administrative Agent, including, without limitation,
a reduction in the Appraised Value of property or assets included in the Borrowing Base or misrepresentation by the Loan Parties.


 


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


 






    	 	71	 



     


    

 


“Unrestricted
Subsidiary” means (1) any Subsidiary of the Lead Borrower designated by the Lead Borrower as an Unrestricted
Subsidiary hereunder by written notice to the Administrative Agent and the Collateral Agent; provided that the Lead Borrower
shall only be permitted to so designate a Subsidiary as an Unrestricted Subsidiary after the Second Restatement Effective Date and
so long as (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) such Unrestricted
Subsidiary shall be capitalized (to the extent capitalized by the Lead Borrower or any of its Restricted Subsidiaries) through
Investments as permitted by, and in compliance with, Section 7.02 and the designation of such Subsidiary as an
Unrestricted Subsidiary shall constitute an Investment by the Lead Borrower therein at the date of designation in an amount equal to
the fair market value as determined by the Lead Borrower in good faith of the Lead Borrower’s (as applicable) Investment
therein, (c) without duplication of clause (b), any assets owned by such Unrestricted Subsidiary at the time of the
initial designation thereof shall be treated as Investments pursuant to Section 7.02, (d) such Subsidiary shall have
been or will promptly be designated an “unrestricted subsidiary” (or otherwise not be subject to the covenants) under
any then outstanding any Permitted Term Indebtedness, (e) no Subsidiary may be designated as an Unrestricted Subsidiary if such
Subsidiary or any of its Subsidiaries owns any Equity Interests of, or owns or holds any Lien on any property of, the Lead Borrower
or any other Restricted Subsidiary that is not a Subsidiary of the Subsidiary to be so designated, (f) if such Subsidiary is a Loan
Party immediately prior to its designation as an Unrestricted Subsidiary, the Lead Borrower shall have delivered a Borrowing Base
Certificate showing the Borrowing Base as of the effectiveness of such designation, such Borrowing Base Certificate to show that
Availability is greater than $0.00 and to be certified as complete and correct by a Responsible Officer of the Lead Borrower, and
(g) the Lead Borrower shall have delivered to the Administrative Agent and the Collateral Agent an officer’s certificate
executed by a Responsible Officer of the Lead Borrower, certifying compliance with the requirements of preceding clauses (a)
through (f), and (2) any subsidiary of an Unrestricted Subsidiary. The Lead Borrower may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary for purposes of this Agreement (each, a “Subsidiary
Redesignation”); provided that (i) no Default or Event of Default has occurred and is continuing or would
result therefrom, (ii) any Indebtedness owed by such Unrestricted Subsidiary shall be permitted to be incurred under Section 7.03
on the date of such Subsidiary Redesignation, (iii) any Liens on the property or assets of such Unrestricted Subsidiary shall be
permitted to be incurred under Section 7.01 on the date of such Subsidiary Redesignation and (iv) the Lead Borrower
shall have delivered to the Administrative Agent and the Collateral Agent an officer’s certificate executed by a Responsible
Officer of the Lead Borrower, certifying compliance with the requirements of preceding clauses (i) through (iii).
Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be
subsequently re-designated as an Unrestricted Subsidiary. As of the Second Restatement Effective Date, all Subsidiaries of the Lead
Borrower are Restricted Subsidiaries.


 


“U.S. Base Rate”
means the greatest of (a) the Floor, (b) the Federal Funds Rate plus 0.50%, (c) Term SOFR for a one-month tenor as in effect on
such day, plus 1% (provided that clause (c) shall not be applicable during any period in which Term SOFR is unavailable,
unascertainable or illegal), and (d) the rate of interest announced, from time to time, within Wells Fargo at its principal office in
San Francisco as its “prime rate” in effect on such day, with the understanding that the “prime rate” is one of
Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest
are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal
publications as Wells Fargo may designate. Any change in the U.S. Base Rate due to a change in the foregoing rate shall be effective as
of the opening of business on the effective day of such change.


 


“U.S. Base Rate
Margin” has the meaning specified therefor in the definition of “Applicable Rate”.


 


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


 


“U.S.
Collateral Documents” means, collectively, the U.S. Security Agreement, the ABL/Term Intercreditor Agreement, the U.S.
Intellectual Property Security Agreement, U.S. Security Agreement Supplements, U.S. Intellectual Property Security Agreement
Supplements, Blocked Account Agreements or other control agreements, Collateral Access Agreements, Credit Card Notifications,
security agreements, pledge agreements, collateral assignments, or other similar agreements delivered to the Administrative Agent,
the Collateral Agent and the Lenders pursuant to Section 6.12 or 6.14, and each of the other agreements, instruments
or documents entered into by a U.S. Loan Party that creates or purports to create a Lien over all or any part of its assets in
respect of the ABL Obligations in favor of the Collateral Agent for the benefit of the Secured Parties.


 






    	 	72	 



     


    

 


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


 


“U.S. Guarantors”
means (a) Holdings, (b) each wholly-owned Domestic Subsidiary (which term, for purposes of this definition, shall include non-wholly-owned
domestic Restricted Subsidiaries in which (i) the minority interests are held solely by management and employees of such Restricted Subsidiary
and (ii) the Lead Borrower directly or indirectly owns at least 80% of the Equity Interests of such Restricted Subsidiary) of the Lead
Borrower that is a Restricted Subsidiary and is listed on Schedule I as a “U.S. Guarantor”, and (c) each other wholly-owned
Domestic Subsidiary of the Lead Borrower that is a Restricted Subsidiary that shall be required to execute and deliver a Guaranty or Guaranty
supplement pursuant to Section 6.12.


 


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


 


“U.S. Intellectual
Property Security Agreement Supplement” has the meaning specified for “Intellectual Property Security Agreement Supplement”
in the U.S. Security Agreement.


 


“U.S. Loan Party”
means the U.S. Borrower and each U.S. Guarantor.


 


“U.S. Revolving
Credit Loan” has the meaning specified therefor in Section 2.01(a).


 


“U.S. Secured Obligations”
has the meaning specified therefor in the U.S. Security Agreement.


 


“U.S. Security Agreement”
means, collectively, the Second Amended and Restated ABL Security Agreement dated as of the Second Restatement Effective Date executed
by the Loan Parties, together with each other security agreement supplement executed and delivered pursuant to Section 6.12.


 


“U.S. Security Agreement
Supplement” has the meaning specified for “Security Agreement Supplement” in the U.S. Security Agreement.


 


“Voting Stock”
of any specified Person as of any date means the Equity Interests of such Person that is at the time entitled to vote in the election
of the Board of Directors of such Person.


 






    	 	73	 



     


    

 


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


 


“Wells Fargo”
means Wells Fargo Bank, N.A. acting through such of its affiliates or branches as it deems appropriate, and its successors.


 


“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.


 


“Withholding Agent”
means the Lead Borrower, any Loan Party, or the Administrative Agent, as applicable.


 


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


 


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)          
(i)             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.


 


(ii)           
Unless otherwise specifically provided, Article, Section, Exhibit and Schedule references are to the Loan Document in which such
reference appears.


 


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


 


(iv)          
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.


 






    	 	74	 



     


    

 





(c)          
 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.”


 


(d)          
The words “province”, “provincial” or like terms shall be deemed to include
 “territory”, “territorial” and like terms.


 


(e)          
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.


 


(f)           
Any terms used in this Agreement that are defined (i) in the Uniform Commercial Code shall be construed and defined as set forth
in the Uniform Commercial Code unless otherwise defined herein; provided, that to the extent that the Uniform Commercial Code is
used to define any term herein and such term is defined differently in different Articles of the Uniform Commercial Code, the definition
of such term contained in Article 9 of the Uniform Commercial Code shall govern, and (ii) the PPSA shall be construed and defined as set
forth in the PPSA to the extent applicable to Collateral subject to the PPSA. Notwithstanding the foregoing, and where the context so
requires, (A) any term defined in this Agreement by reference to the “Uniform Commercial Code” or the “UCC” shall
also have any extended, alternative or analogous meaning given to such term in applicable Canadian personal property security and other
laws (including the Personal Property Security Act of each applicable province or territory of Canada, the CCQ, the Bills of Exchange
Act (Canada) and the Depository Bills and Notes Act (Canada)), in all cases for the extension, preservation or betterment of the security
and rights of the Collateral, (B) all references in this Agreement to “Article 8” shall be deemed to refer also to applicable
Canadian securities transfer laws (including the Act respecting the transfer of securities and the establishment of security entitlements
(Québec) and the Securities Transfer Act of each applicable province or territory of Canada), and (C) all references in this Agreement
to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous documents
used under applicable Canadian personal property security laws.


 


1.03        
Accounting Terms.


 


(a)          
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.


 


(b)           If
at any time any change in GAAP or the application thereof would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Lead Borrower or the Required Lenders shall so request, the Administrative Agent and the
Lead Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of
such change in GAAP or the application thereof (subject to the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to
such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders a written
reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP or the application thereof.


 






    	 	75	 



     


    

 


(c)           
Notwithstanding anything to the contrary in this Agreement, any obligation of a Person under a lease that is not (or would not
be) required to be classified and accounted for as a Capitalized Lease or Attributable Indebtedness on a balance sheet of such Person
under GAAP as in effect on the Original Closing Date shall not be treated as a Capitalized Lease or Attributable Indebtedness as a result
of the adoption of changes in GAAP or changes in the application of GAAP after the Original Closing Date.


 


1.04         
Rounding. Any financial ratios required to be maintained by the Lead Borrower pursuant to 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).


 


1.05        
References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents,
agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements,
extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements
and other modifications are not prohibited by this Agreement and the ABL/Term Intercreditor Agreement; and (b) references to any Law shall
include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.


 


1.06         
Times of Day. Unless otherwise specified, all references herein to times of day shall be references to New York Time.


 


1.07         
[Reserved].


 


1.08         
Exchange Rates; Currency Equivalents.


 


(a)            
Administrative Agent or the applicable L/C Issuer, as applicable, shall determine the Dollar Equivalent amounts of Loans or Letters
of Credit denominated in Alternative Currencies. Such Dollar Equivalent shall become effective as of such Revaluation Date and shall be
the Dollar Equivalent of such amounts until the next Revaluation Date to occur.


 


(b)           
Wherever in this Agreement in connection with a borrowing, conversion, continuation or prepayment of an Eurocurrency Rate Loan
or a RFR Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount,
is expressed in Dollars, but such borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be
the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5
of a unit being rounded upward), as determined by Agent or the applicable L/C Issuer, as the case may be.


 






    	 	76	 



     


    

 





(c)           
 Except as otherwise expressly provided herein, the applicable amount of any Currency for purposes of the Loan Documents (including
for purposes of the financial statements and all calculations in connection with the Borrowing Base and covenants, including the financial
covenants) shall be the Dollar Equivalent thereof as so determined by Administrative Agent or the applicable L/C Issuer, as applicable.
For purposes of determining compliance with Article VII with respect to the amount of any Indebtedness, Investment, Lien, disposition
of assets, or Restricted Payment or determining compliance with Article VIII with respect to the amount of judgments, the size
of agreements and the value of Collateral, no Default or Event of Default shall be deemed to have occurred solely as a result of changes
in rates of exchange occurring after the times such Indebtedness, Investment, or Lien is incurred or disposition of assets or Restricted
Payment is made.


 


1.09         
Pro Forma Calculations. Notwithstanding anything to the contrary herein, the Fixed Charge Coverage Ratio (and each component
thereto) shall be calculated (including, but not limited to, for purposes of Section 2.14) on a Pro Forma Basis with
respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, or subsequent
to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing,
when calculating the Fixed Charge Coverage Ratio for purposes of determining compliance with the minimum Fixed Charge Coverage Ratio pursuant
to Section 7.11 during the Covenant Trigger Period, the events described in the definition of Pro Forma Basis (and
corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter
period shall not be given Pro Forma Effect.


 


1.10         
Basket Calculations. If any of the baskets set forth in Article VII of this Agreement are exceeded solely as a result
of either (x) fluctuations to Consolidated Total Assets for the most recently completed fiscal quarter after the last time such baskets
were calculated for any purpose under Article VII or (y) fluctuations in applicable currency exchange rates after the last time
such baskets were calculated for any purpose under Article VII, such baskets will not be deemed to have been exceeded solely as
a result of such fluctuations; provided that, for the avoidance of doubt, the provisions of Section 1.09 shall otherwise
apply to such baskets, including with respect to determining whether any Lien, Investment, Indebtedness, Disposition, Restricted Payment
or prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.14 may be incurred or made at
any time under Article VII; provided, further, that, once incurred or made, the amount of such Lien, Investment,
Indebtedness, Disposition, Restricted Payment or prepayment, redemption, purchase, defeasance or other satisfaction pursuant to Section 7.14
shall be always deemed to be at the Dollar amount on such date, regardless of later changes in currency exchange rates.


 


1.11          Letter
of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be 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 Letter of Credit Application 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 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 (as such amount may
be reduced by (a) any permanent reduction of the maximum stated amount of such Letter of Credit or (b) any amount which is drawn,
reimbursed and no longer available under such Letter of Credit).


 






    	 	77	 



     


    

 


1.12         
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person
becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original
Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized
on the first date of its existence by the holders of its Equity Interests at such time.


 


1.13         
Rates. Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect
to (a) the continuation of, administration of, submission of, calculation of or any other matter related to any rates in the definition
of any Benchmark, including the Term SOFR Reference Rate, Term SOFR, the Eurocurrency Rate, or any other Benchmark, or any component definition
thereof or rates referenced in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including
any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate
(including any then-current Benchmark or any Benchmark Replacement) as it may or may not be adjusted pursuant to Section 2.20(d)(iii),
will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference
Rate, Term SOFR, the Eurocurrency Rate, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the
effect, implementation or composition of any Conforming Changes. Administrative Agent and its affiliates or other related entities may
engage in transactions that affect the calculation of any Benchmark, any alternative, successor or replacement rate (including any Benchmark
Replacement) or any relevant adjustments thereto and such transactions may be adverse to Borrowers. Administrative Agent may select information
sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referenced in the
definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any Borrower, any Lender or any
other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages,
costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any
such rate (or component thereof) provided by any such information source or service. Each determination of any Benchmark (or any Benchmark
Replacement) shall be made by Administrative Agent and shall be conclusive in the absence of manifest error.


 


1.14          Quebec
Interpretation. For all purposes pursuant to which the interpretation or construction of this Agreement or any other Loan
Document may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province
of Québec, (i) “personal property” shall include “movable property”, (ii) “real property”
shall include “immovable property”, (iii) “tangible property” shall include “corporeal
property”, (iv) “intangible property” shall include “incorporeal property”, (v) “security
interest”, “mortgage” and “lien” shall include a “hypothec”, “prior claim” and
a “resolutory clause”, (vi) all references to “perfection” of or “perfected” liens or security
interest shall include a reference to an “opposable” or “set up” lien or security interest as against third
parties, (vii) any “right of offset”, “right of setoff” or similar expression shall include a “right
of compensation”, (viii) “goods” shall include “corporeal movable property” other than chattel paper,
documents of title, instruments, money and securities, (ix) an “agent” shall include a “mandatary”, (x)
 “construction liens” or “materialmen’s, repairman’s, construction contractors’, mechanics’
and other like Liens” shall include “legal hypothecs”, (xi) “joint and several” shall include
 “solidary”, (xii) “gross negligence or willful misconduct” shall be deemed to be “intentional or gross
fault”, (xiii) “beneficial ownership” shall include “ownership on behalf of another as mandatary”,
(xiv) “easement” shall include “servitude”, (xv) “priority” shall include “prior
claim”, (xvi) “survey” shall include “certificate of location and plan”, (xvii) “accounts”
shall include “claims” and “monetary claims”, (xviii) “fee simple title” shall include
 “absolute ownership”, (xix) “leasehold interest” shall include “a valid lease”, and (xx) any
reference to a PPSA financing statement, financing change statement or like document shall include the equivalent filing under the
Civil Code of Québec.


 






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Article
II

the COMMITMENTS and Credit Extensions


 


2.01         
The Revolving Credit Loans.


 


(a)           
Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans denominated in
Dollars (each such loan, a “U.S. Revolving Credit Loan”) to the U.S. Borrower, and loans denominated in Canadian
Dollars (each such loan, a “Canadian Revolving Credit Loan”) to the Canadian Borrower, in each case, from time
to time on or following the Second Restatement Effective Date, on any Business Day until the Maturity Date, in an aggregate amount not
to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided, however, that
after giving effect to any such Revolving Credit Borrowing, (A) the Total Outstandings shall not exceed the lesser of (1) the Aggregate
Commitments and (2) subject to Sections 2.02(f), the Borrowing Base at such time, (B) the aggregate Outstanding Amount of the Revolving
Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus
such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit
Commitment, and (C) the Dollar Equivalent of the aggregate outstanding principal amount of the Canadian Revolving Credit Loans shall not
exceed the Canadian Revolving Credit Commitment Sublimit. Within the limits of each Lender’s Revolving Credit Commitment, and subject
to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05,
and reborrow under this Section 2.01(a).


 


(b)            The
Administrative Agent shall have the right, at any time and from time to time after the Second Restatement Effective Date, in its
Permitted Discretion to establish, modify or eliminate Reserves upon five Business Days prior notice to the Lead Borrower (during
which period the Administrative Agent shall be available to discuss any such proposed Reserve with the Borrowers to afford the
Borrowers an opportunity to take such action as may be required so that the event, condition or circumstance that is the basis for
such Reserve no longer exists in the manner and to the extent reasonably satisfactory to the Administrative Agent in its Permitted
Discretion); provided that no such prior notice shall be required for changes to any Reserves (1) resulting solely by virtue
of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized
(such as, but not limited to, rent and Customer Credit Liabilities), (2) if it would be reasonably likely that a Material Adverse
Effect to the Lenders would occur were such Reserve not changed prior to the expiration of such notice period or (3) during the
continuance of any Event of Default; and provided, further, that the Administrative Agent may not implement Reserves
with respect to matters which are already specifically reflected as ineligible Accounts, ineligible Credit Card Receivables or
ineligible Inventory or criteria deducted in computing the Appraised Value of Eligible Inventory.


 






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2.02         
Borrowings.


 


(a)           
Each Borrowing shall be made by delivery of a Committed Loan Notice to Administrative Agent (which may be delivered through Administrative
Agent’s electronic platform or portal) and received by Administrative Agent no later than 2:00 p.m. (and in the case of any Borrowings
in an Alternative Currency, Toronto, Ontario time) (i) on the Business Day that is the requested Funding Date in the case of a request
for a Swing Line Loan, (ii) on the Business Day that is one Business Day prior to the requested Funding Date in the case of a request
for a Base Rate Loan, (iii) on the RFR Business Day that is three RFR Business Days prior to the requested Funding Date in the case of
a request for a SOFR Rate Loan, and (iv) on the Eurocurrency Banking Day that is at least three Eurocurrency Banking Days before the requested
Funding Date in the case of request for a Eurocurrency Rate Loan, in each case, specifying (A) the amount of such Borrowing, (B) the Currency
in which such Borrowing is to be made, (C) with respect to any Eurocurrency Rate Loan or SOFR Rate Loan, the Interest Period therefor,
(D) the requested Funding Date (which shall be a Business Day), and (E) the identity of the applicable Borrower; provided, that
Administrative Agent may, in its sole discretion, elect to accept as timely requests that are received later than 2:00 p.m. on such RFR
Business Day or Eurocurrency Banking Day, as applicable. All Borrowing requests which are not made online via Administrative Agent’s
electronic platform or portal shall be subject to (and unless Administrative Agent elects otherwise in the exercise of its sole discretion,
such Borrowings shall not be made until the completion of) Administrative Agent’s authentication process (with results satisfactory
to Administrative Agent) prior to the funding of any such requested Loan. If Borrowers (or Lead Borrower on behalf of Borrowers) fail
to specify a type of Loan in a request, then the applicable Loans shall be made as Base Rate Loans. If Borrowers (or Lead Borrower on
behalf of Borrowers) request a borrowing of Eurocurrency Rate Loans or SOFR Rate Loans in any such request, but fail to specify an Interest
Period, it will be deemed to have specified an Interest Period of one month.


 






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(b)           Subject
to the terms and conditions set forth herein, the Swing Line Lender shall make loans in Dollars (each such loan, a “U.S.
Swing Line Loan”) to the U.S. Borrower and in Canadian Dollars (each such loan, a “Canadian Swing Line
Loan”; the Canadian Swing Line Loans and the U.S. Swing Line Loans, each, a “Swing Line
Loan”) to the Canadian Borrower from time to time on any Business Day on or after the Second Restatement Effective
Date until the Maturity Date of the Revolving Credit Facility in an aggregate Dollar Equivalent amount for all Swing Line Loans not
to exceed at any time outstanding the amount of the Swing Line Sublimit by transferring immediately available funds in the amount of
such Borrowing to the applicable Designated Account on the Funding Date applicable thereto, notwithstanding the fact that such Swing
Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Loans and L/C Obligations of the Revolving Credit
Lender acting as the Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided, however,
that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the lesser of the Aggregate Commitments
and, subject to Section 2.02(f), the Borrowing Base at such time and (ii) the aggregate Outstanding Amount of the
Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Share of the
Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Pro Rata Share of the
Outstanding Amount of all Swing Line Loans at such time shall not exceed such Revolving Credit Lender’s Revolving Credit
Commitment; provided, further, that the sum of the Dollar Equivalent of the aggregate outstanding principal amount of
the Canadian Swing Line Loans shall not exceed the Canadian Swing Line Sublimit. Within the foregoing limits, and subject to the
other terms and conditions hereof, the Borrowers may borrow under this Section 2.02(b), prepay under Section 2.05
and reborrow under this Section 2.02(b). Each Swing Line Loan shall bear interest at a rate based on the Base Rate. All
payments (including interest) on any Swing Line Loan shall be payable to Swing Line Lender solely for its own account. Subject to
the provisions of Section 2.02(f), Swing Line Lender shall not make and shall not be obligated to make any Swing Line Loan if
Swing Line Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Article IV
will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the
Availability on such Funding Date. Swing Line Lender shall not otherwise be required to determine whether the applicable conditions
precedent set forth in Article IV have been satisfied on the Funding Date applicable thereto prior to making any Swing Line
Loan.


 


(c)           In
the event that Swing Line Lender is not obligated to make a Swing Line Loan, then after receipt of a request for a Borrowing
pursuant to Section 2.02(a), Administrative Agent shall notify the Lenders by telecopy, telephone, email, or other electronic
form of transmission, of the requested Borrowing; such notification to be sent on the Business Day or RFR Business Day, as
applicable that is (i) in the case of a Base Rate Loan, at least one Business Day prior to the requested Funding Date, (ii) in the
case of a request for a SOFR Rate Loan, prior to 2:00 p.m. at least three RFR Business Days prior to the requested Funding Date, or
(iii) in the case of request for a Eurocurrency Rate Loan, prior to 2:00 p.m. at least three Eurocurrency Banking Days prior to the
requested Funding Date. If Administrative Agent has notified the Lenders of a requested Borrowing on the Business Day that is one
Business Day prior to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the
requested Borrowing available to Administrative Agent in immediately available funds in the applicable Currency, to the applicable
Administrative Agent’s Account, not later than 1:00 p.m. on the Business Day that is the requested Funding Date. After
Administrative Agent’s receipt of the proceeds of such Loans from the Lenders, Administrative Agent shall make the proceeds
thereof available to the applicable Borrowers on the applicable Funding Date by transferring immediately available funds in the
applicable Currency equal to such proceeds received by Administrative Agent to the applicable Designated Account; provided,
that subject to the provisions of Section 2.02(f), no Lender shall have an obligation to make any Revolving Credit Loan, if
(A) one or more of the applicable conditions precedent set forth in Article IV will not be satisfied on the requested Funding
Date for the applicable Borrowing unless such condition has been waived, or (B) the requested Borrowing would exceed the
Availability on such Funding Date.


 






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


 


(e)          
The Administrative Agent, without the request of the Borrowers, may advance any interest, fee, service charge, expenses, or other
payment to which any Secured Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same
to the Loan Account, notwithstanding that an Overadvance may result thereby. The Administrative Agent shall advise the Lead Borrower of
any such advance or charge promptly after the making thereof. Such action on the part of the Administrative Agent shall not constitute
a waiver of the Administrative Agent’s rights and the Borrowers’ obligations under Section 2.05(b)(ii). Any amount
which is added to the principal balance of the account of the Borrowers as provided in this Section 2.02(e) shall bear interest
at the interest rate then and thereafter applicable to Base Rate Loans.


 


(f)               
 


 


(i)                If
an Overadvance exists at any time, the amount of such Overadvance in excess of the Borrowing Base shall be payable by the Borrowers
as provided in Section 2.05(b)(ii), but all such excess Revolving Credit Loans shall nevertheless constitute ABL
Obligations secured by the Collateral and entitled to all benefits of the Loan Documents. Unless its authority has been revoked in
writing by Required Lenders, the Administrative Agent may require Lenders to honor (pro rata in accordance with their Pro Rata
Shares) requests for Overadvance Loans and forbear from requiring the Borrowers to cure an Overadvance, when no other Event of
Default is known to the Administrative Agent, as long as (i) the Overadvance does not continue for more than 45 consecutive days
(and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii)
the Overadvance is not known by the Administrative Agent to exceed, when taken together with all Protective Overadvances, 10% of the
Borrowing Base. In no event shall Overadvance Loans be required that would cause the (A) the aggregate Outstanding Amount of the
Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C
Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans to exceed such
Lender’s Revolving Credit Commitment or (B) the Total Outstandings to exceed the Aggregate Commitments at such time. Any
funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by the Administrative Agent or the
Revolving Credit Lenders of the Event of Default caused thereby. In no event shall any Borrower or other Loan Party be deemed a
beneficiary of this Section 2.02(f) or authorized to enforce any of its terms. At the Administrative Agent’s
discretion, Overadvance Loans made under this Section 2.02(f) may be made in the form of Swing Line Loans in accordance with Section
2.02.


 






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(ii)             
The Administrative Agent may, in its discretion, make Protective Overadvances without the consent of the Borrowers, the Lenders,
the Swing Line Lender and the L/C Issuer and the Borrowers and each Lender shall be bound thereby. Any Protective Overadvance may constitute
a Swing Line Loan. A Protective Overadvance is for the account of the Borrowers and shall constitute a Base Rate Loan and an ABL Obligation
and shall be repaid by the Borrowers in accordance with the provisions of Section 2.05(b)(ii). The making of any such Protective
Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Protective Overadvance
on any other occasion or to permit such Protective Overadvances to remain outstanding. The making by the Administrative Agent of a Protective
Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase
participations with respect to Letter of Credits or of Section 2.02 regarding the Lenders’ obligations to purchase participations
with respect to Swing Line Loans. The Administrative Agent shall have no liability for, and no Loan Party or Secured Party shall have
the right to, or shall, bring any claim of any kind whatsoever against the Administrative Agent with respect to Unintentional Overadvances
regardless of the amount of any such Overadvance(s).


 


(iii)           
Prior to Settlement of any Extraordinary Advance, all payments with respect thereto, including interest thereon, shall be payable
to Administrative Agent solely for its own account. Each Revolving Credit Lender shall be obligated to settle with Administrative Agent
as provided in Section 2.02(g) for the amount of such Lender’s Pro Rata Share of any Extraordinary Advance.


 


(g)          
It is agreed that each Lender’s funded portion of the Revolving Credit Loans is intended by the Lenders to equal, at all
times, such Lender’s Pro Rata Share of the outstanding Revolving Credit Loans. Such agreement notwithstanding, Administrative Agent,
Swing Line Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate
the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Credit Loans (including
Swing Line Loans and Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions:


 






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(i)                Administrative
Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if
so determined by Administrative Agent in its sole discretion (A) on behalf of Swing Line Lender, with respect to the outstanding
Swing Line Loans, (B) for itself, with respect to the outstanding Extraordinary Advances, and (C) with respect to any Loan
Party’s or any of its Subsidiaries’ payments or other amounts received, as to each by notifying the Lenders by telecopy,
telephone, or other similar form of transmission, of such requested Settlement, no later than 5:00 p.m. (and in the case of any
Settlements in an Alternative Currency, Toronto, Ontario time) on the Business Day immediately prior to the date of such requested
Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date
shall include a summary statement of the amount of outstanding Revolving Credit Loans (including Swing Line Loans and Extraordinary
Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein: (1) if the amount of
the Revolving Credit Loans (including Swing Line Loans and Extraordinary Advances) made by a Lender that is not a Defaulting Lender
exceeds such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Line Loans and Extraordinary Advances) as
of a Settlement Date, then Administrative Agent shall, by no later than 3:00 p.m. (and in the case of any Settlements in an
Alternative Currency, Toronto, Ontario time) on the Settlement Date, transfer in immediately available funds to a deposit account of
such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the
Settlement Date, its Pro Rata Share of the Revolving Credit Loans (including Swing Line Loans and Extraordinary Advances), and (2)
if the amount of the Revolving Credit Loans (including Swing Line Loans and Extraordinary Advances) made by a Lender is less than
such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Line Loans and Extraordinary Advances) as of a
Settlement Date, such Lender shall no later than 3:00 p.m. on the Settlement Date transfer in immediately available funds in the
applicable Currency to the applicable Administrative Agent’s Account, an amount such that each such Lender shall, upon
transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Credit Loans (including Swing Line
Loans and Extraordinary Advances). Such amounts made available to Administrative Agent under clause (2) of the immediately preceding
sentence shall be applied against the amounts of the applicable Swing Line Loans or Extraordinary Advances and, together with the
portion of such Swing Line Loans or Extraordinary Advances representing Swing Line Lender’s Pro Rata Share thereof, shall
constitute Revolving Credit Loans of such Lenders. If any such amount is not made available to Administrative Agent by any Lender on
the Settlement Date applicable thereto to the extent required by the terms hereof, Administrative Agent shall be entitled to recover
for its account such amount on demand from such Lender together with interest thereon at (I) for the first three days from and after
the date the relevant payment is due, the Base Rate, and (II) thereafter, the interest rate then applicable to Revolving Credit
Loans that are Base Rate Loans (inclusive of the Applicable Margin applicable thereto).


 


(ii)             
In determining whether a Lender’s balance of the Revolving Credit Loans (including Swing Line Loans and Extraordinary Advances)
is less than, equal to, or greater than such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Line Loans and
Extraordinary Advances) as of a Settlement Date, Administrative Agent shall, as part of the relevant Settlement, apply to such balance
the portion of payments actually received in good funds by Administrative Agent with respect to principal, interest, fees payable by Borrowers
and allocable to the Lenders hereunder, and proceeds of Collateral.


 






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(iii)           
 Between Settlement Dates, Administrative Agent, to the extent Extraordinary Advances or Swing Line Loans are outstanding, may
pay over to Administrative Agent or Swing Line Lender, as applicable, any payments or other amounts received by Administrative Agent,
that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Credit Loans, for application to
the Extraordinary Advances or Swing Line Loans. Between Settlement Dates, Administrative Agent, to the extent no Extraordinary Advances
or Swing Line Loans are outstanding, may pay over to Swing Line Lender any payments or other amounts received by Administrative Agent,
that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Credit Loans, for application to
Swing Line Lender’s Pro Rata Share of the Revolving Credit Loans. If, as of any Settlement Date, payments or other amounts of the
Loan Parties or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Line Lender’s
Pro Rata Share of the Revolving Credit Loans other than to Swing Line Loans, as provided for in the previous sentence, Swing Line Lender
shall pay to Administrative Agent for the accounts of the Lenders, and Administrative Agent shall pay to the Lenders (other than a Defaulting
Lender if Administrative Agent has implemented the provisions of Section 2.16), to be applied to the outstanding Revolving Credit
Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its
Pro Rata Share of the Revolving Credit Loans. During the period between Settlement Dates, Swing Line Lender with respect to Swing Line
Loans, Administrative Agent with respect to Extraordinary Advances, and each Lender with respect to the Revolving Credit Loans other than
Swing Line Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement
on the daily amount of funds employed by Swing Line Lender, Administrative Agent, or the Lenders, as applicable.


 


(iv)            
Anything in this Section 2.02(g) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Administrative
Agent shall be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect
to implement the provisions set forth in Section 2.16.


 






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2.03        
Letters of Credit.


 


(a)           Subject
to the terms and conditions of this Agreement, upon the request of the Lead Borrower made in accordance herewith, and prior to the
Maturity Date, each L/C Issuer agrees to issue, or cause to be issued, a requested standby Letter of Credit or a sight commercial
Letter of Credit for the account of the applicable Borrower in Dollars or the Alternative Currency; provided that no Letter
of Credit shall be required to be issued to a specified beneficiary if such L/C Issuer or Canadian Underlying Issuer would be
precluded by applicable law, regulation or such L/C Issuer’s internal procedures from issuing a Letter of Credit to such
beneficiary. By submitting a request to an L/C Issuer for the issuance of a Letter of Credit, the Lead Borrower shall be deemed to
have requested that (i) such L/C Issuer issue the requested Letter of Credit or (ii) in the case of Canadian Letter of Credit, that
the applicable L/C Issuer cause Canadian Underlying Issuer issue the requested Letter of Credit (and, in such case, to have
requested such L/C Issuer to issue a Canadian Reimbursement Undertaking to the Canadian Underlying Issuer with respect to such
requested Letter of Credit). Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any
outstanding Letter of Credit, shall be (i) irrevocable and made in writing by a Responsible Officer, (ii) delivered to the
Administrative Agent and such L/C Issuer via telefacsimile or other electronic method of transmission reasonably acceptable to the
Administrative Agent and such L/C Issuer and reasonably in advance of the requested date of issuance, amendment, renewal, or
extension, and (iii) subject to such L/C Issuer’s authentication procedures with results satisfactory to such L/C Issuer. Each
such request shall be in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer and
(i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension of such Letter
of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the Letter of
Credit, (E) the applicable Currency in which such Letter of Credit is to be denominated, and (F) such other information (including,
the conditions to drawing, and, in the case of an amendment, renewal, or extension, identification of the Letter of Credit to be so
amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such Letter of Credit, and (ii) shall
be accompanied by such Issuer Documents as the Administrative Agent or such L/C Issuer or Canadian Underlying Issuer may request or
require, to the extent that such requests or requirements are consistent with the Issuer Documents that such L/C Issuer generally
requests for Letters of Credit in similar circumstances. The applicable L/C Issuer’s records of the content of any such
request will be conclusive. Anything contained herein to the contrary notwithstanding, an L/C Issuer may, but shall not be obligated
to, issue a Letter of Credit that supports the obligations of a Loan Party or one of its Restricted Subsidiaries in respect of (x) a
lease of real property, or (y) an employment contract. If the applicable L/C Issuer, at its option, elects to cause a Canadian
Underlying Issuer to issue a requested Canadian Letter of Credit, then such L/C Issuer agrees that it will enter into arrangements
relative to the reimbursement of such Canadian Underlying Issuer (which may include, among other means, by becoming an applicant
with respect to such Letter of Credit or entering into undertakings or other arrangements that provide for reimbursement of such
Canadian Underlying Issuer with respect to drawings under such Canadian Letter of Credit); each such obligation or undertaking,
irrespective of whether in writing, (a “Canadian Reimbursement Undertaking”) with respect to Canadian Letters of
Credit issued by such Canadian Underlying Issuer.


 


(b)           
No L/C Issuer shall have any obligation to issue a Letter of Credit or to issue a Canadian Reimbursement Undertaking in respect
of a Canadian Underlying Letter of Credit if any of the following would result after giving effect to the requested issuance:


 


(i)               
the Dollar Equivalent of the L/C Obligations would exceed the Letter of Credit Sublimit, or


 


(ii)             
the Dollar Equivalent of the L/C Obligations would exceed the Aggregate Commitments less the outstanding amount of Revolving Credit
Loans (including Swing Line Loans), or


 






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(iii)            
 the Dollar Equivalent of the L/C Obligations would exceed the Borrowing Base at such time less the outstanding principal balance
of the Revolving Credit Loans (inclusive of Swing Line Loans) at such time.


 


(c)          
In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, no L/C Issuer shall
be required to issue or arrange for such Letter of Credit or Canadian Reimbursement Undertaking to the extent (i) the Defaulting Lender’s
Fronting Exposure with respect to such Letter of Credit or Canadian Reimbursement Undertaking may not be reallocated pursuant to Section 2.16(a)(iv),
or (ii) L/C Issuer has not otherwise entered into arrangements reasonably satisfactory to it and Borrowers to eliminate L/C Issuer’s
risk with respect to the participation in such Letter of Credit or Canadian Reimbursement Undertaking of the Defaulting Lender, which
arrangements may include Borrowers cash collateralizing such Defaulting Lender’s Fronting Exposure in accordance with Section 2.15(a).
Additionally, no L/C Issuer shall have any obligation to issue or extend a Letter of Credit or Canadian Reimbursement Undertaking if (A)
any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport to enjoin or restrain such L/C
Issuer or Canadian Underlying Issuer from issuing such Letter of Credit or Canadian Reimbursement Undertaking, or any law applicable to
such L/C Issuer or Canadian Underlying Issuer or any request or directive (whether or not having the force of law) from any Governmental
Authority with jurisdiction over such L/C Issuer or Canadian Underlying Issuer shall prohibit or request that such L/C Issuer refrain
from the issuance of letters of credit generally or such Letter of Credit or Canadian Reimbursement Undertaking in particular, (B) the
issuance of such Letter of Credit or Canadian Reimbursement Undertaking would violate one or more policies of such L/C Issuer or Canadian
Underlying Issuer applicable to letters of credit generally, or (C) if amounts demanded to be paid under any Letter of Credit will not
or may not be in Dollars or the Alternative Currency, as applicable.


 


(d)           Any
L/C Issuer (other than Wells Fargo or any of its Affiliates) shall notify the Administrative Agent in writing no later than the
Business Day prior to the Business Day on which such L/C Issuer issues any Letter of Credit or Canadian Reimbursement Undertaking.
In addition, each L/C Issuer (other than Wells Fargo or any of its Affiliates) shall, on the first Business Day of each week, submit
to the Administrative Agent a report detailing the daily undrawn amount of each Letter of Credit and Canadian Reimbursement
Undertaking issued by such L/C Issuer during the prior calendar week. Each Letter of Credit shall be in form and substance
reasonably acceptable to such L/C Issuer, including the requirement that the amounts payable thereunder must be payable in Dollars
or the applicable Alternative Currency. If any L/C Issuer makes a payment under a Letter of Credit or Canadian Reimbursement
Undertaking, Borrowers shall pay to the Administrative Agent an amount equal to the applicable Letter of Credit Disbursement on the
Business Day such Letter of Credit Disbursement is made. In the absence of such payment in accordance with the foregoing sentence,
the amount of the Letter of Credit Disbursement immediately and automatically shall be deemed to be a Revolving Credit Loan
hereunder (notwithstanding any failure to satisfy any condition precedent set forth in Section 4) made in the Currency in
which such Letter of Credit was issued to the applicable Borrower acting as applicant for such Letter of Credit and, initially,
shall bear interest at, for Letters of Credit denominated in (i) Dollars, the rate then applicable to Revolving Credit Loans that
are U.S. Base Rate Loans, and (ii) Canadian Dollars, the rate then applicable to Revolving Credit Loans that are Canadian Base Rate
Loans. If a Letter of Credit Disbursement is deemed to be a Revolving Credit Loan hereunder, Borrowers’ obligation to pay the
amount of such Letter of Credit Disbursement to L/C Issuer shall be automatically converted into an obligation to pay the resulting
Revolving Credit Loan. Promptly following receipt by the Administrative Agent of any payment from Borrowers pursuant to this
paragraph, the Administrative Agent shall distribute such payment to L/C Issuer or, to the extent that Revolving Credit Lenders have
made payments pursuant to Section 2.03(e) to reimburse L/C Issuer, then to such Revolving Credit Lenders and L/C Issuer as
their interests may appear.


 






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(e)          
Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.03(d), each Revolving Credit
Lender agrees to fund its Pro Rata Share of any Revolving Credit Loan deemed made pursuant to Section 2.03(d) on the same terms
and conditions as if Borrowers had requested the amount thereof as a Revolving Credit Loan and the Administrative Agent shall promptly
pay to L/C Issuer the amounts so received by it from the Revolving Credit Lenders. By the issuance of a Letter of Credit (or an amendment,
renewal, or extension of a Letter of Credit) and without any further action on the part of L/C Issuer, Canadian Underlying Issuer, or
the Revolving Credit Lenders, L/C Issuer shall be deemed to have granted to each Revolving Credit Lender, and each Revolving Credit Lender
shall be deemed to have purchased, a participation in each Letter of Credit issued by L/C Issuer or Canadian Reimbursement Undertaking
issued by L/C Issuer, in an amount in the applicable Currency equal to its Pro Rata Share of such Letter of Credit and Canadian Reimbursement
Undertaking, and each such Revolving Credit Lender agrees to pay to the Administrative Agent, for the account of L/C Issuer, such Revolving
Credit Lender’s Pro Rata Share of any Letter of Credit Disbursement made by L/C Issuer under the applicable Letter of Credit. In
consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to
the Administrative Agent, for the account of L/C Issuer, such Revolving Credit Lender’s Pro Rata Share of each Letter of Credit
Disbursement made by L/C Issuer and not reimbursed by Borrowers on the date due as provided in Section 2.03(d), or of any reimbursement
payment that is required to be refunded (or that the Administrative Agent or L/C Issuer elects, based upon the advice of counsel, to refund)
to Borrowers for any reason. Each Revolving Credit Lender acknowledges and agrees that its obligation to deliver to the Administrative
Agent, for the account of L/C Issuer, an amount equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant
to this Section 2.03(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or
continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Article IV. If any such Revolving
Credit Lender fails to make available to the Administrative Agent the amount of such Revolving Credit Lender’s Pro Rata Share of
a Letter of Credit Disbursement as provided in this Section, such Revolving Credit Lender shall be deemed to be a Defaulting Lender and
the Administrative Agent (for the account of L/C Issuer) shall be entitled to recover such amount on demand from such Revolving Credit
Lender together with interest thereon at (i) for the first three days from and after the date the relevant payment is due, the U.S. Base
Rate and (ii) thereafter, the U.S. Base Rate plus the Applicable Rate per annum.


 






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(f)           
 Each Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including L/C Issuer, Canadian Underlying
Issuer, and their respective branches, Affiliates, Applicable Designees, and correspondents) and each such Person’s respective directors,
officers, employees, attorneys, and agents (each, including L/C Issuer and Canadian Underlying Issuer, a “Letter of Credit
Related Person”) (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions,
investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys,
experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement
of this indemnification (as and when they are incurred and irrespective of whether suit is brought), which may be incurred by or awarded
against any Letter of Credit Related Person (other than Taxes, which shall be governed by Article III) (the “Letter
of Credit Indemnified Costs”), and which arise out of or in connection with, or as a result of this Agreement, any Letter
of Credit, any Issuer Document, or any Drawing Document referred to in or related to any Letter of Credit, or any action or proceeding
arising out of any of the foregoing (whether administrative, judicial or in connection with arbitration), or any prohibition on payment
or delay in payment of any amount payable by any L/C Issuer to a beneficiary or transferee beneficiary of a Letter of Credit arising out
of Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions; in each case, including that resulting from the Letter of Credit Related
Person’s own negligence; provided, that such indemnity shall not be available to any Letter of Credit Related Person claiming indemnification
to the extent that such Letter of Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of
competent jurisdiction to have resulted directly from the gross negligence or willful misconduct of the Letter of Credit Related Person
claiming indemnity. This indemnification provision shall survive termination of this Agreement and all Letters of Credit.


 


(g)           The
liability of L/C Issuer (or any other Letter of Credit Related Person) under, in connection with or arising out of any Letter of
Credit or Canadian Reimbursement Undertaking (or pre-advice), regardless of the form or legal grounds of the action or proceeding,
shall be limited to direct damages suffered by Borrowers that are caused directly by L/C Issuer’s or Canadian Underlying
Issuer’s gross negligence or willful misconduct (as finally determined in a final, non-appealable order of a court of
competent jurisdiction) in (i) honoring a presentation under a Letter of Credit that on its face does not at least substantially
comply with the terms and conditions of such Letter of Credit, (ii) failing to honor a presentation under a Letter of Credit
that strictly complies with the terms and conditions of such Letter of Credit, or (iii) retaining Drawing Documents presented under
a Letter of Credit. Borrowers’ aggregate remedies against L/C Issuer and any Letter of Credit Related Person for wrongfully
honoring a presentation under any Letter of Credit or wrongfully retaining honored Drawing Documents shall in no event exceed the
aggregate amount paid by Borrowers to L/C Issuer in respect of the honored presentation in connection with such Letter of Credit
under Section 2.03(d), plus interest at the rate then applicable to Base Rate Loans hereunder. Borrowers shall take
commercially reasonable action to avoid and mitigate the amount of any damages claimed against L/C Issuer or any other Letter of
Credit Related Person, including by enforcing its rights against the beneficiaries of the Letters of Credit. Any claim by Borrowers
under or in connection with any Letter of Credit shall be reduced by an amount equal to the sum of (x) the amount (if any) saved by
Borrowers as a result of the breach or alleged wrongful conduct complained of, and (y) the amount (if any) of the loss that
would have been avoided had Borrowers taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor,
by specifically and timely authorizing L/C Issuer or Canadian Underlying Issuer to effect a cure.


 






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(h)          
Borrowers are responsible for the final text of the Letter of Credit as issued by L/C Issuer or Canadian Underlying Issuer, irrespective
of any assistance L/C Issuer or Canadian Underlying Issuer may provide such as drafting or recommending text or by L/C Issuer’s
or Canadian Underlying Issuer’s use or refusal to use text submitted by Borrowers. Borrowers understand that the final form of any
Letter of Credit may be subject to such revisions and changes as are deemed necessary or appropriate by L/C Issuer or Canadian Underlying
Issuer, and Borrowers hereby consent to such revisions and changes not materially different from the application executed in connection
therewith. Borrowers are solely responsible for the suitability of the Letter of Credit for Borrowers’ purposes. If Borrowers request
L/C Issuer to issue a Letter of Credit for an affiliated or unaffiliated third party (an “Account Party”), (i)
such Account Party shall have no rights against L/C Issuer or Canadian Underlying Issuer; (ii) Borrowers shall be responsible for the
application and obligations under this Agreement; and (iii) communications (including notices) related to the respective Letter of
Credit shall be among L/C Issuer or Canadian Underlying Issuer (if applicable) and Borrowers. Borrowers will examine the copy of the Letter
of Credit and any other documents sent by L/C Issuer or Canadian Underlying Issuer (as applicable) in connection therewith and shall promptly
notify L/C Issuer or Canadian Underlying Issuer, as applicable (not later than three Business Days following Borrowers’ receipt
of documents from L/C Issuer or Canadian Underlying Issuer) of any non-compliance with Borrowers’ instructions and of any discrepancy
in any document under any presentment or other irregularity. Borrowers understand and agree that L/C Issuer or Canadian Underlying Issuer
(as applicable) is not required to extend the expiration date of any Letter of Credit for any reason. With respect to any Letter of Credit
containing an “automatic amendment” to extend the expiration date of such Letter of Credit, L/C Issuer or Canadian Underlying
Issuer, in its sole and absolute discretion, may give notice of non-extension of such Letter of Credit and, if Borrowers do not at any
time want the then current expiration date of such Letter of Credit to be extended, Borrowers will so notify the Administrative Agent
and L/C Issuer or Canadian Underlying Issuer at least 30 calendar days before L/C Issuer or Canadian Underlying Issuer is required to
notify the beneficiary of such Letter of Credit or any advising bank of such non-extension pursuant to the terms of such Letter of Credit.


 


(i)             Borrowers’
reimbursement and payment obligations under this Section 2.03 are absolute, unconditional and irrevocable and shall be
performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever; provided, that
subject to Section 2.03(g) above, the foregoing shall not release L/C Issuer or Canadian Underlying Issuer from such
liability to Borrowers as may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction against
L/C Issuer or Canadian Underlying Issuer following reimbursement or payment of the obligations and liabilities, including
reimbursement and other payment obligations, of Borrowers to L/C Issuer or Canadian Underlying Issuer arising under, or in
connection with, this Section 2.03 or any Letter of Credit or Canadian Reimbursement Undertaking.


 






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(j)            
Without limiting any other provision of this Agreement, L/C Issuer and each other Letter of Credit Related Person (if applicable)
shall not be responsible to Borrowers for, and L/C Issuer’s rights and remedies against Borrowers and the obligation of Borrowers
to reimburse L/C Issuer for each drawing under each Letter of Credit and Canadian Reimbursement Undertaking shall not be impaired by:


 


(i)               
honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such
Letter of Credit, even if the Letter of Credit requires strict compliance by the beneficiary;


 


(ii)             
honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported
successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under a new
name of the beneficiary;


 


(iii)           
acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable
or not in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to
the Letter of Credit;


 


(iv)            
the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect
of any Drawing Document (other than L/C Issuer’s or Canadian Underlying Issuer’s determination that such Drawing Document
appears on its face substantially to comply with the terms and conditions of the Letter of Credit);


 


(v)             
acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that L/C Issuer or Canadian
Underlying Issuer in good faith believes to have been given by a Person authorized to give such instruction or request;


 


(vi)            
any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how
sent or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice
to any Borrower;


 


(vii)          
any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any
breach of contract between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the Letter of
Credit relates;


 


(viii)         
assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any requirement
that any Drawing Document be presented to it at a particular hour or place;


 






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(ix)            
 payment to any presenting bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully
honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;


 


(x)              
acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where L/C Issuer or Canadian
Underlying Issuer has issued, confirmed, advised or negotiated such Letter of Credit, as the case may be;


 


(xi)            
honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to
such expiration date and dishonored by L/C Issuer or Canadian Underlying Issuer if subsequently L/C Issuer or Canadian Underlying Issuer
or any court or other finder of fact determines such presentation should have been honored;


 


(xii)     
       dishonor of any presentation that does not strictly comply or that is fraudulent, forged or
otherwise not entitled to honor; or


 


(xiii)   
        honor of a presentation that is subsequently determined by L/C Issuer or Canadian Underlying
Issuer to have been made in violation of international, federal, state, provincial, or local restrictions on the transaction of
business with certain prohibited Persons.


 


(k)          
Borrowers shall pay promptly upon demand to the Administrative Agent for the account of L/C Issuer as non-refundable fees, commissions,
and charges (it being acknowledged and agreed that any charging of such fees, commissions, and charges to the Loan Account pursuant to
the provisions of Section 2.09 shall be deemed to constitute a demand for payment thereof for the purposes of this Section 2.03(k)):
(i) a fronting fee which shall be imposed by L/C Issuer equal to 0.125% per annum times the average amount of the Dollar Equivalent of
the L/C Obligations during the immediately preceding quarter (or if an Event of Default has occurred, month) (or portion thereof), plus
(ii) the Dollar Equivalent of any and all other customary commissions, fees and charges then in effect imposed by, and any and all expenses
incurred by, L/C Issuer, Canadian Underlying Issuer, or by any adviser, confirming institution or entity or other nominated person, relating
to Letters of Credit, at the time of issuance of any Letter of Credit and upon the occurrence of any other activity with respect to any
Letter of Credit (including transfers, assignments of proceeds, amendments, drawings, renewals, extensions, or cancellations); provided
that, for the avoidance of doubt, the fronting fee shall be due and payable in full regardless of whether all or a portion of such Letter
of Credit outstanding has been Cash Collateralized.


 


(l)           
If by reason of (x) any Change in Law, or (y) compliance by L/C Issuer, Canadian Underlying Issuer, or any other member of the
Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority
or monetary authority including, Regulation D of the FRB as from time to time in effect (and any successor thereto):


 






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(i)              
 any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit or Canadian
Reimbursement Undertaking issued or caused to be issued hereunder or hereby, or any Loans or obligations to make Loans hereunder or hereby,
or


 


(ii)             
there shall be imposed on L/C Issuer, Canadian Underlying Issuer, or any other member of the Lender Group any other condition regarding
any Letter of Credit, Loans, Canadian Reimbursement Undertaking, or obligations to make Loans hereunder,


 


and the result of the foregoing is to
increase, directly or indirectly, the cost to L/C Issuer, Canadian Underlying Issuer, or any other member of the Lender Group of issuing,
making, participating in, or maintaining any Letter of Credit or Canadian Reimbursement Undertaking, or to reduce the amount receivable
in respect thereof, then, and in any such case, the Administrative Agent may, at any time within a reasonable period after the additional
cost is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within 30 days after demand therefor, such
amounts as the Administrative Agent may specify to be necessary to compensate L/C Issuer, Canadian Underlying Issuer, or any other member
of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until
payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided, that (A) Borrowers shall not be required
to provide any compensation pursuant to this Section 2.03(l) for any such amounts incurred more than 180 days prior to the date
on which the demand for payment of such amounts is first made to Borrowers, and (B) if an event or circumstance giving rise to such amounts
is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination
by the Administrative Agent of any amount due pursuant to this Section 2.03(l), as set forth in a certificate setting forth the
calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding
on all of the parties hereto.


 


(m)         
Each standby Letter of Credit shall expire not later than the date that is 12 months after the date of the issuance of such
Letter of Credit; provided, that any standby Letter of Credit may provide for the automatic extension thereof for any number of additional
periods each of up to one year in duration; provided further, that with respect to any Letter of Credit which extends beyond the Maturity
Date, Letter of Credit Collateralization shall be provided therefor on or before the date that is five Business Days prior to the Maturity
Date. Each commercial Letter of Credit shall expire on the earlier of (i) 120 days after the date of the issuance of such commercial Letter
of Credit and (ii) five Business Days prior to the Maturity Date.


 


(n)           If
(i) any Event of Default shall occur and be continuing, or (ii) Availability shall at any time be less than zero, then on the
Business Day following the date when the Lead Borrower receives notice from the Administrative Agent or the Required Lenders (or, if
the maturity of the ABL Obligations has been accelerated, Revolving Credit Lenders with Letter of Credit Exposure representing
greater than 50% of the total L/C Obligations) demanding Letter of Credit Collateralization pursuant to this Section 2.03(n)
upon such demand, Borrowers shall provide Letter of Credit Collateralization with respect to the then existing L/C Obligations.


 






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(o)          
Unless otherwise expressly agreed by L/C Issuer and Borrowers when a Letter of Credit is issued, (i) the rules of the ISP shall
apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.


 


(p)          
L/C Issuer shall be deemed to have acted with due diligence and reasonable care if L/C Issuer’s conduct is in accordance
with Standard Letter of Credit Practice or in accordance with this Agreement.


 


(q)          
In the event of a direct conflict between the provisions of this Section 2.03 and any provision contained in any Issuer
Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible,
to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms
and provisions of this Section 2.03 shall control and govern.


 


(r)           
The provisions of this Section 2.03 shall survive the termination of this Agreement and the repayment in full of the ABL
Obligations with respect to any Letters of Credit that remain outstanding.


 


(s)           
At Borrowers’ costs and expense, Borrowers shall execute and deliver to L/C Issuer such additional certificates, instruments
and/or documents and take such additional action as may be reasonably requested by L/C Issuer to enable L/C Issuer to issue any Letter
of Credit pursuant to this Agreement and related Issuer Document, to protect, exercise and/or enforce L/C Issuer’s rights and interests
under this Agreement or to give effect to the terms and provisions of this Agreement or any Issuer Document. Each Borrower irrevocably
appoints L/C Issuer as its attorney-in-fact and authorizes L/C Issuer, without notice to Borrowers, to execute and deliver ancillary documents
and letters customary in the letter of credit business that may include but are not limited to advisements, indemnities, checks, bills
of exchange and issuance documents. The power of attorney granted by the Borrowers is limited solely to such actions related to the issuance,
confirmation or amendment of any Letter of Credit and to ancillary documents or letters customary in the letter of credit business. This
appointment is coupled with an interest.


 


2.04         
[Reserved].


 


2.05         
Prepayments.


 


(a)            Optional.
The Borrowers may at any time or from time to time voluntarily prepay any Loans in whole or in part without premium or penalty. In
connection with any voluntary prepayment of any Loans pursuant to this Section 2.05(a), such voluntary prepayment shall be
applied (i) as the Lead Borrower may direct or (ii) if an Event of Default has occurred and is continuing, first to Base Rate
Loans in the applicable Currency to the full extent thereof, and second to Eurocurrency Rate Loans and RFR Loans in the
applicable Currency.


 






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(b)          
Mandatory.


 


(i)                
Upon the incurrence or issuance by the Lead Borrower or any of its Restricted Subsidiaries of any Indebtedness not expressly permitted
to be incurred or issued pursuant to Section 7.03, the Borrowers shall prepay an aggregate principal amount of Loans in an amount
equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Lead Borrower or such Restricted Subsidiary.


 


(ii)             
If for any reason the Total Outstandings at any time exceed the lesser of (x) the Aggregate Commitments at such time and (y) subject
to Section 2.02(f) and (i), the Borrowing Base at such time, the Lead Borrower shall immediately prepay Revolving Credit
Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that
the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(ii) unless,
after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, the Total Outstandings exceed the lesser of (x) the Aggregate
Commitments at such time and (y) subject to Section 2.02(f), the Borrowing Base at such time.


 


(iii)           
During a Cash Dominion Trigger Period, the Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance
with the provisions of Section 6.18.


 


(iv)            
[Reserved].


 


2.06        
Termination or Reduction of Revolving Credit Commitments.


 


(a)           Optional.
The Borrowers may, upon written notice to the Administrative Agent, terminate the unused portions of the Letter of Credit Sublimit,
the Swing Line Sublimit or the Revolving Credit Commitments, or from time to time permanently reduce the unused portions of the
Letter of Credit Sublimit, the Swing Line Sublimit or the Revolving Credit Commitments; provided that (i) any such notice
shall be received by the Administrative Agent five 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 $1,000,000 in excess thereof and (iii) the
Borrowers shall not terminate or reduce (A) the Revolving Credit Commitments if, after giving effect thereto (and after giving
effect to any proportionate reduction of the Canadian Revolving Credit Commitment Sublimit and the Canadian Swing Line Sublimit) and
to any concurrent prepayments hereunder, (1) the Total Outstandings would exceed the Aggregate Commitments, (2) the Dollar
Equivalent of the Canadian Revolving Credit Loans outstanding would exceed the Canadian Revolving Credit Commitment Sublimit, or (3)
the Dollar Equivalent of the Canadian Swing Line Loans outstanding would exceed the Canadian Swing Line Sublimit, (B) the Letter of
Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder
would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto (and after giving effect
to any proportionate reduction of the Canadian Swing Line Sublimit) and to any concurrent prepayments hereunder, (1) the Outstanding
Amount of Swing Line Loans would exceed the Swing Line Sublimit or (2) the Dollar Equivalent of the Canadian Swing Line Loans
outstanding would exceed the Canadian Swing Line Sublimit. Each reduction in the Revolving Credit Commitments hereunder shall be
made ratably among the Lenders in accordance with their Pro Rata Shares. The Borrowers shall pay to the Administrative Agent, in
each case, for the account of the applicable Lenders, on the date of each termination or reduction, any fees on the amount of the
Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.


 






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(b)          
Mandatory.


 


(i)              
The Letter of Credit Sublimit, the Swing Line Sublimit, the Canadian Swing Line Sublimit, and the Canadian Revolving Credit Commitment
Sublimit shall, in each case, automatically be reduced proportionately to any reduction or termination of unused Revolving Credit Commitments
under this Section 2.06, unless otherwise requested by the Borrowers and consented to by (A) in the case of the Letter of Credit
Sublimit, the Administrative Agent and each L/C Issuer or (B) in the case of the Swing Line Sublimit, the Administrative Agent and the
Swing Line Lender. The Canadian Swing Line Sublimit shall automatically be reduced proportionately to any reduction or termination of
the Swing Line Sublimit under this Section 2.06, unless otherwise requested by the Borrowers and consented to by the Administrative
Agent and the Swing Line Lender.


 


(ii)             
The Aggregate Commitments shall be automatically and permanently reduced to zero on the Maturity Date.


 


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


 


(d)           In
connection with any reduction in the Revolving Credit Commitments prior to the Maturity Date, if any Loan Party or any of its
Subsidiaries owns any Margin Stock, Borrowers shall deliver to the Administrative Agent an updated Form U-1 (with sufficient
additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation
as Agent shall reasonably request, in order to enable the Administrative Agent and the Lenders to comply with any of the
requirements under Regulations T, U or X of the FRB.


 






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2.07       
Repayment of Loans. The Borrowers shall repay (a) to the Revolving Credit Lenders on the Maturity Date the aggregate principal
amount of all Revolving Credit Loans outstanding on such date and (b) each Swing Line Loan on the earlier to occur of (i) the date ten
Business Days after such Swing Line Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.


 


2.08        
Interest.


 


(a)          
Subject to the provisions of Section 2.08(b) and Section 2.20, all ABL Obligations (except for undrawn Letters of
Credit) shall bear interest as follows:


 


(i)              
if the relevant ABL Obligation is denominated in Dollars, at a per annum rate equal to (A) if Borrowers have selected Term
SOFR with respect to such ABL Obligation pursuant to the terms hereof, Term SOFR plus the SOFR Rate Margin, or (B) otherwise, the
U.S. Base Rate plus the U.S. Base Rate Margin; or


 


(ii)             
if the relevant ABL Obligation is denominated in Canadian Dollars, at a per annum rate equal to (A) if Borrowers have selected
the Eurocurrency Rate with respect to such ABL Obligation pursuant to the terms hereof, the applicable Eurocurrency Rate plus the
Eurocurrency Rate Margin or (B) otherwise, the Canadian Base Rate plus the Canadian Base Rate Margin.


 


(b)          
The Borrowers shall pay interest on the principal amount of all overdue ABL Obligations hereunder (including, for the avoidance
of doubt, following the occurrence of an Event of Default pursuant to Section 8.01(f)) at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon demand.


 


(c)          
Interest on each Loan shall be due and payable in arrears on each calendar day immediately following the last calendar day of 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.


 


(d)          
In connection with the use or administration of any initial Benchmark, Administrative Agent will have the right to make Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing
such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other
Loan Document. Administrative Agent will notify Lead Borrower and the Lenders of the effectiveness of any Conforming Changes in connection
with the use or administration of any initial Benchmark.


 






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2.09        
 Fees. In addition to certain fees with respect to Letters of Credit described in Section 2.03(k):


 


(a)          
Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance
with its Pro Rata Share, a commitment fee (the “Commitment Fee”) in Dollars in an amount equal to the Commitment
Fee Percentage times the actual daily amount by which the Aggregate Commitments exceed the average Total Outstandings (excluding
the Outstanding Amount of Swing Line Loans) for the immediately preceding quarter, subject to adjustment as provided in Section 2.16.
The Commitment Fee shall accrue at all times from the Second Restatement Effective Date until the Maturity Date, including at any time
during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on each
calendar day immediately following the last calendar day of each January, April, July, and October, commencing with the first such date
to occur after the Second Restatement Effective Date, and on the Maturity Date. The Commitment Fee shall be calculated quarterly in arrears.


 


(b)          
Other Fees.


 


(i)              
The Borrowers shall pay to the Arrangers, the Administrative Agent and the Collateral Agent for their own respective accounts fees
in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for
any reason whatsoever.


 


(ii)             
The Borrowers shall pay to the Lenders 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.


 


(c)           Letter
of Credit Fee. Borrowers shall pay Administrative Agent (for the ratable benefit of the Revolving Credit Lenders), a Letter of
Credit fee (the “L/C Fee”) (which fee shall be in addition to the fronting fees and commissions, other
fees, charges and expenses set forth in Section 2.03(k)) that shall accrue at a per annum rate equal to the Applicable
Rate then in effect for the applicable Eurocurrency Rate or RFR with respect to the Revolving Credit Facility times the
average amount of the Dollar Equivalent of the L/C Obligations during the immediately preceding quarter (or if an Event of Default
has occurred, month) (or portion thereof); provided, however, that (i) any L/C Fee otherwise payable for the account
of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral
satisfactory to the applicable L/C Issuer pursuant to this Section 2.03 and as to which the Fronting Exposure of such
Defaulting Lender has been reallocated to the other Lenders in accordance with the upward adjustments in their respective Pro Rata
Shares allocable to such Letter of Credit pursuant to Section 2.16(a)(iv) shall be payable, to the maximum extent
permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Pro Rata Shares
allocable to such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such L/C Fee, if any, payable to
the applicable L/C Issuer for its own account and (ii) for the avoidance of doubt, the L/C Fee shall be due and payable in full
regardless of whether all or a portion of the Letters of Credit outstanding have been Cash Collateralized. Such L/C Fee shall be
computed on a quarterly basis in arrears. Such L/C Fee shall be due and payable in Dollars on each calendar day immediately
following the last calendar day of each January, April, July and October, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the
Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


 






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2.10        
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.


 


(a)           
All computations of interest for Base Rate Loans and Eurocurrency Rate Loans shall be made on the basis of a year of 365 or 366 days,
as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360 day year
and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365 or 366 day
year, as applicable). In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the
Base Rate automatically and immediately shall be increased or decreased by an amount
equal to such change in the Base Rate. Interest on Loans denominated in any Alternative Currency as to which market practice differs from
the foregoing shall be computed in accordance with market practice for such Loans. Each determination by the Administrative Agent of an
interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


(b)          
If, as a result of any restatement or other revision to any Borrowing Base Certificate or for any other reason, the Borrowers or
the Lenders determine that (i) the Average Daily Availability as calculated by the Borrowers as of any applicable date was inaccurate
(and such inaccuracy is discovered while any Revolving Credit Commitments or ABL Obligations are outstanding) and (ii) a proper calculation
of the Average Daily Availability would have resulted in higher pricing for such period (the “Applicable Period”),
(A) the Borrowers shall promptly (and in any event, within five Business Days) deliver to the Administrative Agent a corrected Borrowing
Base Certificate for the Applicable Period, (B) the Applicable Rate shall be recalculated with the Average Daily Availability at the corrected
level, and (C) the Borrowers shall promptly (and in any event, within five Business Days) and retroactively pay to the Administrative
Agent for the account of the Revolving Credit Lenders, the Swing Line Lender or the applicable L/C Issuer, as the case may be, an amount
equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees
actually paid for such period; provided that, for the avoidance of doubt, such deficiency shall be due and payable as set forth
above and no Default or Event of Default shall be deemed to have occurred with respect to such failure to pay such additional interest
prior to such date. Except as expressly set forth in this paragraph, this paragraph shall not limit the rights of the Administrative Agent,
any Revolving Credit Lender or the applicable L/C Issuer, as the case may be, under Section 2.03(d), ‎2.09(c)
or 2.03(k), or 2.08(b) or under Article VIII.


 






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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 in the
ordinary course of business. The accounts or records maintained by 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 the obligation of the Borrowers hereunder to pay any amount owing with respect to the
ABL Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register
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 shall maintain in accordance with its
usual practice accounts or records 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 Register and the accounts and records of any Lender in respect of such matters, the
Register shall control in the absence of manifest error.


 


(c)          
Entries made in good faith by each Lender in its account or accounts pursuant to Section 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 such Lender under this Agreement and the other Loan Documents, absent manifest error; provided, that the failure of such Lender
to make an entry, or any finding that an entry is incorrect, in such account or accounts shall not limit the obligations of the Borrowers
under this Agreement and the other Loan Documents.


 


2.12        
Payments Generally; Administrative Agent’s Clawback.


 


(a)           General.
Subject to Section 3.01, 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, in each case, for the account of the respective Lenders to which such payment is owed to
the Administrative Agent’s Account in immediately available funds in Dollars (provided, that all principal and interest
payments made on account of Revolving Credit Loans or Letters of Credit denominated in an Alternative Currency shall instead be made
in such Alternative Currency), no later than 2:00 p.m. (New York Time) (and in the case of any payments in an Alternative Currency,
Toronto, Ontario time) on the date specified herein. The receipt of any payment item by the Administrative Agent shall not be
required to be considered a payment on account unless such payment item is a wire transfer of immediately available funds in the
applicable Currency made to the Administrative Agent’s Account or unless and until such payment item is honored when presented
for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be deemed not to have made such
payment. The Administrative Agent may, at its option (but is not obligated to), convert payments received in a currency other than
the applicable Currency for such ABL Obligations at the Spot Rate calculated by the Administrative Agent in good faith on such date,
and Borrowers shall pay the costs of such conversion (or Administrative Agent may, at its option, charge such cost to the Loan
Account of any Borrower maintained by Administrative Agent). The Administrative Agent will promptly distribute to each Lender its
Pro Rata Share in respect of the Revolving Credit Facility (or other applicable share as provided herein) of such payment in like
funds as received by wire transfer to such Lender’s Lending Office. All payments received after 2:00 p.m. (New York Time) (and
in the case of any payments in an Alternative Currency, Toronto, Ontario time) shall be deemed received on the next succeeding
Business Day and any applicable interest or fee shall continue to accrue.


 






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(b)           (i)              Funding
by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior
to the proposed date of such Borrowing that such Lender will not make available to the Administrative Agent such Lender’s
share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in
accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrowers a corresponding
amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in immediately available funds with interest thereon to the Administrative Agent’s Account, for each day
from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the
Administrative Agent, at (x) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate
reasonably determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any
reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the
foregoing, and (y) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the
Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If
such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such
Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers
may have against a Lender that shall have failed to make such payment to the Administrative Agent.


 


(ii)             Payments
by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the
Borrowers prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an L/C Issuer
hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such
payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or L/C
Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the
applicable Lenders or L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or such L/C Issuer, in immediately available funds with interest thereon to the Administrative
Agent’s Account, for each day from and including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate reasonably determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation.


 






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


 


(c)              
Failure to Satisfy Conditions Precedent. 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 on demand, without interest.


 


(d)            
Obligations of the Lenders Several. The obligations of the Lenders hereunder to make Revolving Credit Loans, to fund participations
in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 9.07 are several and not joint. The failure
of any Lender to make any Loan or to fund any such participation or to make any payment under Section 9.07 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, to purchase its participation or to make its payment under Section 9.07.


 


(e)              
Funding Source. 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)              
Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully
all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward
payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.


 


(g)              
Unallocated Funds. If the Administrative Agent receives funds for application to the ABL 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, but shall not be obligated to, elect to distribute such funds to each of the Lenders
in accordance with such Lender’s Pro Rata Share of the sum of (a) the Outstanding Amount of all Loans (including Swing Line Loans)
outstanding at such time and (b) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of
such of the outstanding Loans or other ABL Obligations then owing to such Lender.


 






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2.13         
Sharing of Payments. If, other than as expressly provided elsewhere herein (including the application of funds arising from
the existence of a Defaulting Lender), any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations
or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise)
in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations
in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing
Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them;
provided, however, 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. The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect
to such participation as fully as if such Lender were the direct creditor of the 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 ABL Obligations purchased to the
same extent as though the purchasing Lender were the original owner of the ABL Obligations purchased. For the avoidance of doubt, the
provisions of this Section shall not be construed to apply to the implementation of the Incremental Amendment, the application of Cash
Collateral provided for in Section 2.15 or to the assignments and participations described in Section 10.07.


 


2.14         
Revolving Credit Commitment Increases.


 


(a)           
Upon written notice to the Administrative Agent (which shall promptly notify the Lenders), at any time after the Second Restatement
Effective Date, the Borrowers may request increases in the aggregate amount of the Revolving Credit Commitments, the Swing Line Sublimit
and the Letter of Credit Sublimit (each such increase, a “Revolving Credit Commitment Increase” and all of
them, collectively, the “Revolving Credit Commitment Increases”); provided that no Lender or L/C Issuer
shall be required to participate in any such increase; and provided, further, that (x) the aggregate amount of all such
increases in the Revolving Credit Commitments effected on or after the Second Restatement Effective Date shall not exceed $300,000,000
and (y) any such increase in the Revolving Credit Commitments shall be in an aggregate amount of not less than $20,000,000 or any whole
multiple of $1,000,000 in excess thereof. Any loans made in respect of any Revolving Credit Commitment Increase shall be made by increasing
the aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Loans. The proceeds
of any Revolving Credit Commitment Increase shall be used (i) to finance the working capital and capital expenditures needs of the Lead
Borrower and its Restricted Subsidiaries and (ii) for general corporate purposes (including any actions permitted by Article VII)
of the Borrowers and their Restricted Subsidiaries.


 






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(b)           
Each notice from the Borrowers pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of
the Revolving Credit Commitment Increase. At the time of the sending of such notice, the Borrowers (in consultation with the Administrative
Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business
Days from the date of delivery of such notice to the Lenders). Revolving Credit Commitment Increases may be provided by any existing Lender
or by any other bank or investing entity (but in no case (i) by any Loan Party or any Affiliate of any Loan Party, (ii) by any Defaulting
Lender or any of its Subsidiaries, (iii) by any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons
described in clauses (i) and (ii), or (iv) by any natural person) (each, except to the extent excluded pursuant to the foregoing
parenthetical, an “Incremental Revolving Credit Lender”), in each case on terms permitted in this Section and
otherwise on terms reasonably acceptable to the Administrative Agent, provided that the Administrative Agent, the Swing Line Lender
and L/C Issuer, as applicable, shall have consented (not to be unreasonably withheld) to such Lender’s or Incremental Revolving
Credit Lender’s, as the case may be, providing such Revolving Credit Commitment Increase if such consent would be required under
Section 10.07 for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Incremental Revolving
Credit Lender, as the case may be. No Lender shall be obligated to provide any Revolving Credit Commitment Increases unless it so agrees.
Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment
and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase (which shall be calculated
on the basis of the amount of the funded and unfunded exposure under the Revolving Credit Facility held by each Lender). Any Lender not
responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment. The Administrative Agent
shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder.


 


(c)            Revolving
Credit Commitments in respect of any Revolving Credit Commitment Increase shall become Revolving Credit Commitments (or in the case
of any Revolving Credit Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Revolving
Credit Lender’s Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental
Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrowers, each
Lender, as the case may be agreeing to provide such Revolving Credit Commitment, if any, each Incremental Revolving Credit Lender,
if any, and the Administrative Agent. An Incremental Amendment may, without the consent of any other Lenders, effect such amendments
to any Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of
this Section.


 






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(d)           
If any Revolving Credit Commitment Increase occurs in accordance with this Section 2.14, the Administrative Agent and the
Borrowers shall determine the effective date (the “Incremental Effective Date”) and the final allocation of
such addition. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such addition and
the Incremental Effective Date.


 


(e)           
The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the following
conditions:


 


(i)             
the Administrative Agent shall have received on or prior to the Incremental Effective Date each of the following, each dated the
applicable Incremental Effective Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance
reasonably satisfactory to the Administrative Agent: (A) the applicable Incremental Amendment; (B) certified copies of resolutions of
each Loan Party approving the execution, delivery and performance of the Incremental Amendment and either certified copies of the Organization
Documents of each Loan Party or a certification by a Responsible Officer of each Loan Party that there have been no changes to the Organization
Documents of such Loan Party since the Second Restatement Effective Date; (C) [reserved]; and (D) a favorable opinion of counsel
for the Loan Parties dated the Incremental Effective Date, to the extent requested by the Administrative Agent, addressed to the Administrative
Agent, the Collateral Agent and the Lenders and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral
Agent;


 


(ii)            
(A) the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to
such Incremental Amendment and the additional credit extensions provided thereby, (B) such increase shall be made on the terms and conditions
provided for above, and (C) both at the time of any request for any Revolving Credit Commitment Increase and upon the effectiveness of
any Incremental Amendment, no Default or Event of Default shall exist;


 


(iii)            after
giving effect on a Pro Forma Basis to any Revolving Credit Commitment Increase (assuming for such purposes that the entire amount of
such Revolving Credit Commitment Increase is fully funded), the Lead Borrower shall be in compliance with the financial covenant set
forth in Section 7.11 (regardless of whether such covenant is otherwise required to be tested pursuant to Section
7.11);


 






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(iv)          
there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders (including
any Person becoming a Lender as part of such Incremental Amendment on the related Incremental Effective Date), as applicable, all fees
and, to the extent required by Section 10.04, expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel)
that are due and payable on or before the Incremental Effective Date;


 


(v)           
[reserved]; and


 


(vi)          
in connection with any Revolving Credit Commitment Increase, if any Loan Party or any of its Subsidiaries owns or will acquire
any Margin Stock, Borrowers shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof
for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as the Administrative Agent shall
reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the
FRB.


 


(f)               
On each Incremental Effective Date, each Lender or Eligible Assignee which is providing a Revolving Credit Commitment Increase
(i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents and (ii) shall have a “Revolving
Credit Commitment” hereunder.


 


(g)               Upon
each Revolving Credit Commitment Increase pursuant to this Section, (i) each Revolving Credit Lender immediately prior to such
increase will automatically and without further act be deemed to have assigned to each existing Lender, if any, and each Incremental
Revolving Credit Lender, if any, in each case providing a portion of such Revolving Credit Commitment Increase (each a
 “Revolving Credit Commitment Increase Lender”), and each such Revolving Credit Commitment Increase Lender
will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s
participation interests hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to such
Revolving Credit Commitment Increase and each such deemed assignment and assumption of participation interests, the percentage of
the aggregate outstanding (A) participation interests hereunder in Letters of Credit and (B) participation interests hereunder
in Swing Line Loans, in each case, held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase
Lender) will equal such Revolving Credit Lender’s Pro Rata Share and (ii) if, on the date of such Revolving Credit Commitment
Increase, there are any Revolving Credit Loans outstanding, the Administrative Agent shall take those steps which it deems, in its
sole discretion and in consultation with the Borrowers, necessary and appropriate to result in each Revolving Credit Lender
(including each Revolving Credit Commitment Increase Lender) having a pro-rata share of the outstanding Revolving Credit Loans based
on each such Revolving Credit Lender’s Pro Rata Share immediately after giving effect to such Revolving Credit Commitment
Increase, provided that any prepayment made in connection with the taking of any such steps shall be accompanied by accrued
interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05.
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 transaction that may be effected pursuant to the
immediately preceding sentence.


 


(h)              
This Section 2.14 shall supersede any provision of Section 2.13 or Section 10.01 to the contrary.


 






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2.15         
Cash Collateral.


 


(a)           
Upon the request of the Administrative Agent or the applicable L/C Issuer (i) if the applicable L/C Issuer has honored any
full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the
Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately
Cash Collateralize the then Outstanding Amount of all L/C Obligations. At any time that there shall exist a Defaulting Lender, immediately
upon the request of the Administrative Agent or the applicable L/C Issuer or the Swing Line Lender, the Borrowers shall deliver to the
Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv)
and any Cash Collateral provided by the Defaulting Lender).


 


(b)           
All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest
bearing deposit accounts at the Administrative Agent or a financial institution selected by the Administrative Agent. The Borrowers, and
to the extent provided by any Lender, such Lender, hereby grant to (and subject to the control of) the Administrative Agent, for the benefit
of the Administrative Agent, each applicable L/C Issuer and the Lenders (including the Swing Line Lender), and agree to maintain, a first
priority Lien in all such Cash Collateral (including cash, deposit accounts and all balances therein, and all other property so provided
as collateral pursuant hereto, and in all proceeds of the foregoing) as security for the obligations to which such Cash Collateral may
be applied pursuant to Section ‎2.15(c). If at any time the Administrative Agent determines that Cash Collateral is
subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash
Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrowers or the relevant Defaulting
Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in
an amount sufficient to eliminate such deficiency.


 


(c)           
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section ‎2.15
or Sections ‎2.05, ‎2.06, ‎2.16 or ‎8.02 in respect of Letters of Credit or Swing
Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations
therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations
for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.


 






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(d)          
 Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released
promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by
the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section ‎10.07(b)(viii)))
or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however,
that (x) Cash Collateral furnished by or on behalf of the Borrowers shall not be released during the continuance of a Default or
Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.04),
and (y) subject to Section 2.16, the Person providing Cash Collateral and the applicable L/C Issuer or the Swing Line Lender,
as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or
other obligations.


 


2.16         
Defaulting Lenders. (a) 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)              
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 the definitions of “Required Lenders” and “Required Supermajority Lenders” in Section
1.01 and in Section 10.01;


 


(ii)               any
payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent
from a Defaulting Lender pursuant to Section 10.09 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 such Defaulting Lender to the Administrative
Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Swing Line
Lender or any L/C Issuer hereunder; third, to Cash Collateralize the Swing Line Lender’s and the L/C Issuers’
Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the
Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such
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 deposit account and released pro rata in order to
(x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y)
Cash Collateralize the Swing Line Lender’s and L/C Issuers’ future Fronting Exposure with respect to such Defaulting
Lender with respect to future Letters of Credit and Swing Line Loans issued under this Agreement, in accordance with Section
2.15; sixth, to the payment of any amounts owing to the Lenders, the Swing Line Lender or the L/C Issuers as a result of
any judgment of a court of competent jurisdiction obtained by any Lender, the Swing Line Lender or any L/C Issuer against such
Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so
long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a
court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed
by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or
L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans or L/C
Borrowings were made or issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment
shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to
being applied to the payment of any Loans of, or L/C Borrowings owed to, such Defaulting Lender until such time as all Loans and
funded and unfunded participations in L/C Borrowings and Swing Line Loans are held by the Lenders pro rata in accordance with the
Revolving Credit Commitments under the Revolving Credit Facility without giving effect to Section 2.16(a)(iv). 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 2.16(a)(ii) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto;


 






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(iii)            
that Defaulting Lender (x) shall not be entitled to receive any Commitment Fee pursuant to Section 2.09(a) for
any period during which that Lender is a Defaulting Lender (and the 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 L/C Fees as
provided in Section 2.09(c); and


 


(iv)            
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, the
 “Pro Rata Share” of each non-Defaulting Lender shall be computed without giving effect to the Revolving Credit Commitment
of that Defaulting Lender; provided that, (i) each such reallocation shall be given effect only if, at the date the applicable
Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting
Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference,
if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the
Loans of that Lender.


 


(b)            If
the Borrowers, the Administrative Agent, the Swing Line Lender and the L/C Issuers agree in writing in their sole discretion that a
Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto,
whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include
arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase that portion of outstanding
Loans of the other Lenders or take such other actions as the Administrative Agent may reasonably determine to be necessary to cause
the 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 Shares (without giving effect to Section 2.16(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.


 






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(c)           
So long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be required to fund any Swing Line Loans unless
it is satisfied that the participations therein will be fully allocated among Non-Defaulting Lenders in a manner consistent with clause
(a)(iv) above and the Defaulting Lender shall not participate therein except to the extent such Defaulting Lender’s participation
has been or will be fully Cash Collateralized in accordance with Section 2.15 and (ii) no L/C Issuer shall be required to issue,
extend or increase any Letter of Credit unless it is satisfied that the participations in the L/C Borrowings related to any existing Letters
of Credit as well as the new, extended or increased Letter of Credit has been or will be fully allocated among the Non-Defaulting Lenders
in a manner consistent with clause (a)(iv) above and such Defaulting Lender shall not participate therein except to the extent
such Defaulting Lender’s participation has been or will be fully Cash Collateralized in accordance with Section 2.15.


 


2.17         
Designation of Lead Borrower as Agent.


 


(a)           
Each Borrower hereby irrevocably designates and appoints the U.S. Borrower as such Borrower’s agent to obtain Credit Extensions
(in such capacity, as the context requires, for itself, and/or on behalf of the other Loan Parties pursuant to this Section 2.17,
the “Lead Borrower”), the proceeds of which shall be available to each Borrower for such uses as are permitted
under this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to each Secured Party on account of Credit
Extensions so made as if made directly by the applicable Secured Party to such Borrower, notwithstanding the manner by which such Credit
Extensions are recorded on the books and records of the Borrower. In addition, each Loan Party other than the Borrowers hereby irrevocably
designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement
and the other Loan Documents.


 


(b)          
Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain
on and for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other
Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all ABL Obligations of each of the other Borrowers.


 


(c)           
 The Lead Borrower shall act as a conduit for each Borrower (including, for the avoidance of doubt, itself, as a “Borrower”)
on whose behalf the Lead Borrower has requested a Credit Extension. Neither the Administrative Agent nor any other Secured Party shall
have any obligation to see to the application of such proceeds therefrom.


 


(d)           
Any and all notices, requests, consents or other communications given to the Loan Parties pursuant to this Agreement and the other
Loan Documents shall be effective if given to (or, as applicable, from) the Lead Borrower for itself and on behalf of each other Loan
Party, as applicable.


 






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2.18         
Designated Account. The Administrative Agent is authorized to make the Revolving Credit Loans, and L/C Issuer is authorized
to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be
a Responsible Officer or, without instructions, if pursuant to Sections 2.07 and 2.08. The Borrowers agree to establish
and maintain each applicable Designated Account with the applicable Designated Account Bank for the purpose of receiving the proceeds
of the Revolving Credit Loans requested by the Borrowers and made by the Administrative Agent or the Lenders hereunder. Unless otherwise
agreed by the Administrative Agent and the Borrowers, any Revolving Credit Loan or Swing Line Loan requested by the Borrowers and made
by the Administrative Agent or the Lenders hereunder shall be made to the applicable Designated Account.


 


2.19         
Maintenance of Loan Account; Statement of Obligations. The Administrative Agent shall maintain an account on its books in
the name of the Borrowers (the “Loan Account”) on which the Borrowers will be charged with all Revolving Credit
Loans (including Overadvances, Protective Overadvances, and Swing Line Loans) made by the Administrative Agent, Swing Line Lender, or
the Lenders to the Borrowers or for the Borrowers’ account, the Letters of Credit issued or arranged by L/C Issuer for the Borrowers’
account, and with all other ABL Obligations hereunder or under the other Loan Documents, including, accrued interest, fees and expenses,
amounts due under Section 10.04 and 10.05 hereof, and other amounts due hereunder. All amounts (including interest, fees,
costs, expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product Agreement) charged to the
Loan Account shall thereupon constitute Revolving Credit Loans in the applicable Currency hereunder, shall constitute ABL Obligations
hereunder, and shall initially accrue interest at the rate then applicable to Revolving Credit Loans that are with respect to any such
payments made in Dollars or Canadian Dollars, Base Rate Loans (unless and until converted into Eurocurrency Rate Loans or SOFR Rate Loans
in accordance with the terms of this Agreement). In accordance with Section 2.12(a), the Loan Account will be credited with all
payments received by the Administrative Agent from the Borrowers or for the Borrowers’ account. The Administrative Agent shall make
available to the Borrowers monthly statements regarding the Loan Account, including the principal amount of the Revolving Credit Loans,
interest accrued hereunder, fees accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges
and expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively
presumed to be correct and accurate and constitute an account stated between the Borrowers and the Lender Group unless, within 30 days
after the Administrative Agent first makes such a statement available to the Borrowers, the Borrowers shall deliver to the Administrative
Agent written objection thereto describing the error or errors contained in such statement.


 






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2.20          Eurocurrency Rate Option and RFR Option.


 


(a)           
Interest and Interest Payment Dates. Borrowers shall have the option, subject to Section 2.20(b), to have
interest on all or a portion of the Revolving Credit Loans be charged (whether at the time when made (unless otherwise provided herein),
upon conversion from a Base Rate Loan to an applicable Eurocurrency Rate Loan or RFR Loan for such Currency, or upon continuation of a
Eurocurrency Rate Loan or RFR Loan, as a Eurocurrency Rate Loan or RFR Loan, as applicable, for such Currency) at a rate of interest based
upon the applicable Eurocurrency Rate or RFR, for such Currency (in the case of the Eurocurrency Rate, the “Eurocurrency Rate
Option” and in the case of an RFR, the “RFR Option”). Interest on the Loans shall be payable on the Interest
Payment Date therefor or, if earlier, (i) the date on which all or any portion of the ABL Obligations are accelerated pursuant to the
terms hereof or (ii) the date on which this Agreement is terminated pursuant to the terms hereof. With respect to a Eurocurrency Rate
Loan or a SOFR Rate Loan, on the last day of each applicable Interest Period, unless Borrowers have properly exercised the Eurocurrency
Rate Option or RFR Option with respect thereto, the interest rate applicable to such Loan automatically shall convert to the rate of interest
then applicable to Base Rate Loans of the same type hereunder.


 


(b)           
Eurocurrency Rate and RFR Election.


 


(i)                        
Borrowers may, at any time and from time to time, so long as Borrowers have not received a notice from Administrative Agent (which
notice Administrative Agent may elect to give or not give in its discretion unless Administrative Agent is directed to give such notice
by the Required Lenders, in which case, it shall give the notice to Borrowers), after the occurrence and during the continuance of an
Event of Default, to terminate the right of Borrowers to exercise the Eurocurrency Rate Option or RFR Option during the continuance of
such Event of Default, elect to exercise the Eurocurrency Rate Option or RFR Option by notifying Administrative Agent prior to 2:00 p.m.
(New York Time) as follows: (A) with respect to an RFR Option electing Term SOFR at least three (3) RFR Business Days prior to the commencement
of the requested Interest Period (the “Term SOFR Deadline”), and (B) with respect to an Eurocurrency Rate Option electing
a Eurocurrency Rate at least three (3) Eurocurrency Banking Days prior to the commencement of the requested Interest Period (the “Eurocurrency
Deadline”). Notice of Borrowers’ election of the Eurocurrency Rate Option or RFR Option for a permitted portion of the
Revolving Credit Loans and (if applicable) an Interest Period pursuant to this Section shall be made by delivery to Administrative
Agent of a Eurocurrency Rate Notice or RFR Notice, as applicable, received by Administrative Agent before the Eurocurrency Deadline or
Term SOFR Deadline, as applicable. Promptly upon its receipt of each such Eurocurrency Rate Notice or RFR Notice, as applicable, Administrative
Agent shall provide notice thereof to each of the affected Lenders. If Borrowers no longer have the option to request Eurocurrency Loans
or RFR Loans, then any outstanding affected RFR Loans or Eurocurrency Rate Loans, in each case denominated in Dollars or Canadian Dollars,
will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period. If the Borrowers request a conversion
to, or continuation of, a Eurocurrency Rate Loan or a SOFR Rate Loan, but fail to specify an Interest Period, they will be deemed to have
specified an Interest Period of one month.


 






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(ii)                        Each
Eurocurrency Rate Notice and RFR Notice shall be irrevocable and binding on Borrowers. In connection with each Eurocurrency Rate
Loan and RFR Loan, each Borrower shall indemnify, defend, and hold Administrative Agent and the Lenders harmless against any loss,
cost or expense (including any loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable)
which may arise, be attributable to or result due to or as a consequence of (A) the payment or required assignment of any principal
of any Eurocurrency Rate Loan or SOFR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a
result of an Event of Default), (B) the conversion of any Eurocurrency Rate Loan or SOFR Rate Loan other than on the last day of the
Interest Period applicable thereto (including as a result of an Event of Default), or (C) the failure to borrow, convert, continue
or prepay any Eurocurrency Rate Loan or RFR Loan on the date specified in any Eurocurrency Rate Notice or RFR Notice delivered
pursuant hereto (such losses, costs, or expenses, “Funding Losses”). A certificate of Administrative Agent or a
Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Administrative Agent or such Lender is
entitled to receive pursuant to this Section 2.20 shall be conclusive absent manifest error. Borrowers shall pay such
amount to Administrative Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a
payment of a Eurocurrency Rate Loan or SOFR Rate Loan on a day other than the last day of the applicable Interest Period would
result in a Funding Loss, Administrative Agent may, in its sole discretion at the request of Borrowers, hold the amount of such
payment as cash collateral in support of the ABL Obligations until the last day of such Interest Period or until such Interest
Payment Date, as applicable, and apply such amounts to the payment of the applicable Eurocurrency Rate Loan or RFR Loan on such day,
it being agreed that Administrative Agent has no obligation to so defer the application of payments to any Eurocurrency Rate Loan or
RFR Loan and that, in the event that Administrative Agent does not defer such application, Borrowers shall be obligated to pay any
resulting Funding Losses.


 


(iii)                       
Unless Administrative Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than ten Eurocurrency Rate
Loans and RFR Loans in effect at any given time. Borrowers may only exercise the Eurocurrency Rate Option for proposed Eurocurrency Rate
Loans of at least $1,000,000 and the RFR Option for proposed RFR Loans of at least $1,000,000.


 


(c)              
Conversion; Prepayment. Borrowers may (i) convert RFR Loans denominated in Dollars and Eurocurrency Rate Loans denominated
in Canadian Dollars to Base Rate Loans denominated in Dollars or Canadian Dollars, respectively, or (ii) prepay Eurocurrency Loans or
RFR Loans at any time; provided, that in the event that any Eurocurrency Rate Loan or RFR Loan is converted or prepaid on any date
that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through the required application
by Administrative Agent of any payments or proceeds of Collateral in accordance with this Agreement or for any other reason, including
early termination of the term of this Agreement, acceleration of all or any portion of the ABL Obligations pursuant to the terms hereof
or any conversion or prepayment of Loans required pursuant to Section 2.20(e), each Borrower shall (A) pay all accrued interest
on the principal amount converted, repaid or prepaid on the date of such conversion, repayment or prepayment and (B) indemnify, defend,
and hold Administrative Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with Section
2.20(b)(ii).


 






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(d)               Special Provisions Applicable to Eurocurrency and RFR.


 


(i)        
The applicable Eurocurrency Rate or Term SOFR may be adjusted by Administrative Agent with respect to any Lender on a prospective
basis to take into account any additional or increased costs or, with respect to any Eurocurrency Rate or Term SOFR, increased costs to
such Lender of maintaining or obtaining any deposits in any Currency or increased costs (other than Taxes which shall be governed by Section
3.01), in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period,
including any Changes in Law and changes in the reserve requirements imposed by the FRB, which additional or increased costs would increase
the cost of funding or maintaining loans bearing interest at the applicable Eurocurrency Rate or Term SOFR. In any such event, the affected
Lender shall give Borrowers and Administrative Agent notice of such a determination and adjustment and Administrative Agent promptly shall
transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such
affected Lender (A) require such Lender to furnish to Borrowers a statement setting forth in reasonable detail the basis for adjusting
such applicable Eurocurrency Rate or Term SOFR and the method for determining the amount of such adjustment, or (B) repay the applicable
Eurocurrency Rate Loans or RFR Loans of such Lender with respect to which such adjustment is made (together with any amounts due under
Section 2.20(b)).


 


(ii)        Subject
to the provisions set forth in Section 2.20(d)(iii) below, in connection with any RFR Loan or any Eurocurrency Rate Loan, a
request therefor, a conversion to or a continuation thereof or otherwise, if for any reason (A) Administrative Agent shall determine
(which determination shall be conclusive and binding absent manifest error) that if Term SOFR or a Eurocurrency Rate is utilized in
any calculations hereunder or under any other Loan Document with respect to any ABL Obligations, interest, fees, commissions or
other amounts, reasonable and adequate means do not exist for ascertaining Term SOFR or such Eurocurrency Rate, as applicable, for
the applicable Interest Period with respect to a proposed SOFR Rate Loan or Eurocurrency Rate Loan, as applicable, on or prior to
the first day of such Interest Period, (B) Administrative Agent shall determine (which determination shall be conclusive and binding
absent manifest error) that a fundamental change has occurred in foreign exchange or interbank markets with respect to the
applicable Currency (including changes in national or international financial, political or economic conditions or currency exchange
rates or exchange controls), (C) with respect to any Eurocurrency Rate Loan, Administrative Agent shall determine (which
determination shall be conclusive and binding absent manifest error) that deposits are not being offered to banks in the London or
other applicable offshore interbank market for the applicable Currency, amount or Interest Period of such Loan or (D) any Change in
Law any time after the date hereof, in the reasonable opinion of any Lender, makes it unlawful or impractical for such Lender to
fund or maintain any applicable Eurocurrency Rate Loans or any RFR Loans or to continue such funding or maintaining, or to determine
or charge interest rates at the applicable Eurocurrency Rate or Term SOFR, and, in the case clause (D), such Lender has provided
notice of such determination to Administrative Agent, Administrative Agent shall promptly give notice to Lead Borrower. Upon notice
thereof by Administrative Agent to Lead Borrower, any obligation of the Lenders to make RFR Loans or Eurocurrency Rate Loans, as
applicable, in each such Currency, and any right of the Borrowers to convert any Loan in each such Currency (if applicable) to or
continue any Loan as an RFR Loan or Eurocurrency Rate Loan, as applicable, in each such Currency, shall be suspended (to the extent
of the affected RFR Loans or, in the case of SOFR Rate Loans or Eurocurrency Rate Loans, the affected Interest Periods) until
Administrative Agent (with respect to clause (D), at the instruction of all affected Lenders) revokes such notice. Upon receipt of
such notice, (I) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans or
Eurocurrency Rate Loans in each such affected Currency (to the extent of the affected RFR Loans or, in the case of SOFR Rate Loans
or Eurocurrency Rate Loans, the affected Interest Periods) or, failing that, (1) in the case of any request for a
borrowing of an affected SOFR Rate Loan or Eurocurrency Rate Loan denominated in Canadian Dollars, the Borrowers will be deemed to
have converted any such request into a request for a borrowing of or conversion to Base Rate Loans in the amount specified therein
and (2) in the case of any request for a borrowing of an affected RFR Loan or Eurocurrency Rate Loan in an Alternative
Currency, then such request shall be ineffective and (II) any outstanding affected SOFR Rate Loans or Eurocurrency Rate Loan
denominated in Canadian Dollars will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest
Period (or immediately if it is unlawful for any such Loan to be outstanding until such time). Upon any such prepayment or
conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted, together with any additional
amounts required pursuant to Section 2.20(b)(ii). 


 






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(iii)        
Benchmark Replacement Setting.


 


(A)            
Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence
of a Benchmark Transition Event, with respect to any Benchmark, Administrative Agent and Lead Borrower may amend this Agreement to replace
such Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at
5:00 p.m. on the fifth (5th) Business Day after Administrative Agent has posted such proposed amendment to all Lenders and Lead Borrower
so long as Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising
the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.20(d)(iii) will occur
prior to the applicable Benchmark Transition Start Date.


 


(B)           
Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark
Replacement, Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the
contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further
action or consent of any other party to this Agreement or any other Loan Document.


 


(C)              Notices;
Standards for Decisions and Determinations. Administrative Agent will promptly notify Lead Borrower and the Lenders of (1) the
implementation of any Benchmark Replacement and (2) the effectiveness of any Conforming Changes in connection with the use,
administration, adoption or implementation of a Benchmark Replacement. Administrative Agent will notify Lead Borrower of (x) the
removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.20(d)(iii)(D) or (y) the commencement of any
Benchmark Unavailability Period. Any determination, decision or election that may be made by Administrative Agent or, if applicable
any Lender (or group of Lenders) pursuant to this Section 2.20(d)(iii) including any determination with respect to a tenor,
rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole
discretion and without consent from any other party hereto or any other Loan Document, except, in each case, as expressly required
pursuant to this Section 2.20(d)(iii).


 






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(D)            
Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at
any time (including in connection with the implementation of a Benchmark Replacement), (1) if any then-current Benchmark is a term rate
(including the Term SOFR Reference Rate or CDOR) and either (I) any tenor for such Benchmark is not displayed on a screen or other information
service that publishes such rate from time to time as selected by Administrative Agent in its reasonable discretion or (II) the regulatory
supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor
for such Benchmark is not or will not be representative, then Administrative Agent may modify the definition of “Interest Period”
(or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative
tenor and (2) if a tenor that was removed pursuant to clause (1) above either (I) is subsequently displayed on a screen or information
service for a Benchmark (including a Benchmark Replacement) or (II) is not, or is no longer, subject to an announcement that it is not
or will not be representative for a Benchmark (including a Benchmark Replacement), then Administrative Agent may modify the definition
of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate
such previously removed tenor.


 


(E)             
Benchmark Unavailability Period. Upon Lead Borrower’s receipt of notice of the commencement of a Benchmark Unavailability
Period with respect to a given Benchmark, (I) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation
of RFR Loans or Eurocurrency Rate Loans, in each case, to be made, converted or continued during any Benchmark Unavailability Period denominated
in the applicable Currency and, failing that, in the case of any request for any affected SOFR Rate Loans or Eurocurrency Rate Loans
denominated in Canadian Dollars, if applicable, Borrowers will be deemed to have converted any such request into a request for a borrowing
of or conversion to Base Rate Loans in the amount specified therein and (II) any outstanding affected SOFR Rate Loans or Eurocurrency
Rate Loans denominated in Canadian Dollars, if applicable, will be deemed to have been converted into Base Rate Loans at the end of the
applicable Interest Period. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid
or converted, together with any additional amounts required pursuant to Section 2.20(b)(ii). During a Benchmark Unavailability
Period with respect to any Benchmark or at any time that a tenor for any then-current Benchmark is not an Available Tenor, the component
of the Base Rate based upon the then-current Benchmark that is the subject of such Benchmark Unavailability Period or such tenor for such
Benchmark, as applicable, will not be used in any determination of Base Rate.


 


(e)              
No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Administrative Agent,
nor any Lender, nor any of their Participants, is required actually to acquire deposits in the applicable Currency to fund or otherwise
match fund any ABL Obligation as to which interest accrues at the applicable Eurocurrency Rate or Term SOFR.


 






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(f)               
 Alternative Currencies. If, after the designation by the Lenders of any currency as an Alternative Currency, any
change in currency controls or exchange regulations or any change in national or international financial, political or economic conditions
are imposed in the country in which such currency is issued, and such change results in, in the reasonable opinion of Administrative Agent
(i) such currency no longer being readily available, freely transferable and convertible into Dollars, (ii) a Dollar Equivalent no longer
being readily calculable with respect to such currency, (iii) such currency being impracticable for the Lenders to loan or (iv) such currency
no longer being a currency in which the Required Lenders are willing to make Revolving Credit Loans (each of clauses (i), (ii), (iii)
and (iv), a “Disqualifying Event”), then Administrative Agent shall promptly notify the Lenders and Borrowers, and
such currency shall no longer be an Alternative Currency until such time as the Disqualifying Event(s) no longer exist. Within five (5)
Business Days after receipt of such notice from Administrative Agent, Borrowers shall repay all Loans denominated in such currency to
which the Disqualifying Event(s) apply or convert such Loans into the Dollar Equivalent in Dollars, bearing interest at the U.S. Base
Rate, subject to the other terms contained herein.


 


(g)               
Initial Benchmark Conforming Changes. In connection with the use or administration of any Benchmark, Administrative Agent
will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other
Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any
other party to this Agreement or any other Loan Document. Administrative Agent will promptly notify Borrowers and the Lenders of the effectiveness
of any Conforming Changes in connection with the use or administration of any Benchmark.


 


(h)              
Interest Act (Canada). For the purposes of the Interest Act (Canada), (i) whenever a rate of interest or fee rate hereunder
is calculated on the basis of a year (the “deemed year”) that contains fewer days than the actual number of days in
the calendar year of calculation, such rate of interest or fee rate shall be expressed as a yearly rate by multiplying such rate of interest
or fee rate by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year,
(ii) the principle of deemed reinvestment of interest shall not apply to any interest calculation hereunder and (iii) the rates of interest
stipulated herein are intended to be nominal rates and not effective rates or yields.


 


2.21         
Joint and Several Liability of Borrowers.


 


(a)           
Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower
and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the ABL Obligations.


 


(b)            Each
Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrowers, with respect to the payment and performance of all of the ABL Obligations
(including any ABL Obligations arising under this Section 2.21), it being the intention of the parties hereto that all the
ABL Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.
Accordingly, each Borrower hereby waives any and all suretyship defenses that would otherwise be available to such Borrower under
applicable law.


 






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(c)            
If and to the extent that any Borrower shall fail to make any payment with respect to any of the ABL Obligations as and when due,
whether upon maturity, acceleration, or otherwise, or to perform any of the ABL Obligations in accordance with the terms thereof, then
in each such event the other Borrowers will make such payment with respect to, or perform, such ABL Obligations until such time as all
of the ABL Obligations are paid in full, and without the need for demand, protest, or any other notice or formality.


 


(d)           
The ABL Obligations of each Borrower under the provisions of this Section 2.21 constitute the absolute and unconditional,
full recourse ABL Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets, irrespective
of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section 2.21(d)) or any other
circumstances whatsoever.


 


(e)            Without
limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, each Borrower hereby waives
presentments, demands for performance, protests and notices, including notices of acceptance of its joint and several liability,
notice of any Revolving Credit Loans or any Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence
of any Default, Event of Default, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this
Agreement, notices of the existence, creation, or incurring of new or additional ABL Obligations or other financial accommodations
or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Administrative Agent or
Lenders under or in respect of any of the ABL Obligations, any right to proceed against any other Borrower or any other Person, to
proceed against or exhaust any security held from any other Borrower or any other Person, to protect, secure, perfect, or insure any
security interest or Lien on any property subject thereto or exhaust any right to take any action against any other Borrower, any
other Person, or any collateral, to pursue any other remedy in any member of the Lender Group’s or any Hedge Bank’s or
Cash Management Bank’s power whatsoever, any requirement of diligence or to mitigate damages and, generally, to the extent
permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as
otherwise provided in this Agreement), any right to assert against any member of the Lender Group or any Cash Management Bank or
Hedge Bank, any defense (legal or equitable), set-off, counterclaim, or claim which each Borrower may now or at any time hereafter
have against any other Borrower or any other party liable to any member of the Lender Group or any Cash Management Bank or Hedge
Bank, any defense, set-off, counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future
lack of perfection, sufficiency, validity, or enforceability of the ABL Obligations or any security therefor, and any right or
defense arising by reason of any claim or defense based upon an election of remedies by any member of the Lender Group or any Cash
Management Bank or Hedge Bank including any defense based upon an impairment or elimination of such Borrower’s rights of
subrogation, reimbursement, contribution, or indemnity of such Borrower against any other Borrower. Without limiting the generality
of the foregoing, each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment
of any of the ABL Obligations, the acceptance of any payment of any of the ABL Obligations, the acceptance of any partial payment
thereon, any waiver, consent or other action or acquiescence by Administrative Agent or Lenders at any time or times in respect of
any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any
and all other indulgences whatsoever by Administrative Agent or Lenders in respect of any of the ABL Obligations, and the taking,
addition, substitution or release, in whole or in part, at any time or times, of any security for any of the ABL Obligations or the
addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each
Borrower assents to any other action or delay in acting or failure to act on the part of any Agent or Lender with respect to the
failure by any Borrower to comply with any of its respective ABL Obligations, including any failure strictly or diligently to assert
any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the
provisions of this Section 2.21 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part,
from any of its ABL Obligations under this Section 2.21, it being the intention of each Borrower that, so long as any of the
ABL Obligations hereunder remain unsatisfied, the ABL Obligations of each Borrower under this Section 2.21 shall not be
discharged except by performance and then only to the extent of such performance. The ABL Obligations of each Borrower under this Section
2.21 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation,
reconstruction or similar proceeding with respect to any other Borrower or any Administrative Agent or Lender. Each of Borrowers
waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the
enforcement hereof. Any payment by any Borrower or other circumstance which operates to toll any statute of limitations as to any
Borrower shall operate to toll the statute of limitations as to each of Borrowers. Each of Borrowers waives any defense based on or
arising out of any defense of any Borrower or any other Person, other than payment of the ABL Obligations to the extent of such
payment, based on or arising out of the disability of any Borrower or any other Person, or the validity, legality, or
unenforceability of the ABL Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any
Borrower other than payment of the ABL Obligations to the extent of such payment. Administrative Agent may, at the election of the
Required Lenders, foreclose upon any Collateral held by Administrative Agent by one or more judicial or nonjudicial sales or other
dispositions, whether or not every aspect of any such sale is commercially reasonable or otherwise fails to comply with applicable
law or may exercise any other right or remedy Administrative Agent, any other member of the Lender Group, or any Cash Management
Bank or Hedge Bank may have against any Borrower or any other Person, or any security, in each case, without affecting or impairing
in any way the liability of any of Borrowers hereunder except to the extent the ABL Obligations have been paid.


 






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(f)                Each
Borrower represents and warrants to Administrative Agent and Lenders that such Borrower is currently informed of the financial
condition of Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of
nonpayment of the ABL Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read
and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to
keep informed of Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or
nonperformance of the ABL Obligations.


 


(g)              
The provisions of this Section 2.21 are made for the benefit of Administrative Agent, each member of the Lender Group, each
Cash Management Bank and Hedge Bank, and their respective successors and assigns, and may be enforced by it or them from time to time
against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Administrative Agent, any
member of the Lender Group, any Cash Management Bank or Hedge Bank, or any of their successors or assigns first to marshal any of its
or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against
any Borrower or to resort to any other source or means of obtaining payment of any of the ABL Obligations hereunder or to elect any other
remedy. The provisions of this Section 2.21 shall remain in effect until all of the ABL Obligations shall have been paid in full
or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the ABL Obligations, is rescinded
or must otherwise be restored or returned by Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any
Borrower, or otherwise, the provisions of this Section 2.21 will forthwith be reinstated in effect, as though such payment had
not been made.


 


(h)              Each
Borrower hereby agrees that it will not enforce any of its rights that arise from the existence, payment, performance or enforcement
of the provisions of this Section 2.21, including rights of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of Administrative Agent, any other member of the Lender Group,
or any Cash Management Bank or Hedge Bank against any Borrower, whether or not such claim, remedy or right arises in equity or under
contract, statute or common law, including the right to take or receive from any Borrower, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and
until such time as all of the ABL Obligations have been paid in full in cash. Any claim which any Borrower may have against any
other Borrower with respect to any payments to Administrative Agent or any member of the Lender Group hereunder or under any of the
Secured Cash Management Agreements or Secured Hedge Agreements are hereby expressly made subordinate and junior in right of payment,
without limitation as to any increases in the ABL Obligations arising hereunder or thereunder, to the prior payment in full in cash
of the ABL Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar
proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary,
all such ABL Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash,
securities or other property, shall be made to any other Borrower therefor. If any amount shall be paid to any Borrower in violation
of the immediately preceding sentence, such amount shall be held in trust for the benefit of Administrative Agent, for the benefit
of the Lender Group and the Cash Management Banks and Hedge Banks, and shall forthwith be paid to Administrative Agent to be
credited and applied to the ABL Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in
accordance with the terms of this Agreement, or to be held as Collateral for any ABL Obligations or other amounts payable under this
Agreement thereafter arising.  Notwithstanding anything to the contrary contained in this Agreement, no Borrower may exercise
any rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek
recourse against or with respect to any property or asset of, any other Borrower (the “Foreclosed Borrower”),
including after payment in full of the ABL Obligations, if all or any portion of the ABL Obligations have been satisfied in
connection with an exercise of remedies in respect of the Equity Interests of such Foreclosed Borrower whether pursuant to this
Agreement or otherwise.


 






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(i)            
Each of Borrowers hereby acknowledges and affirms that it understands that to the extent the ABL Obligations are secured by Real
Property located in California, Borrowers shall be liable for the full amount of the liability hereunder notwithstanding the foreclosure
on such Real Property by trustee sale or any other reason impairing such Borrower’s right to proceed against any other Loan Party. 
In accordance with Section 2856 of the California Civil Code or any similar laws of any other applicable jurisdiction, each of Borrowers
hereby waives until such time as the ABL Obligations have been paid in full:


 


(i)             
all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become
available to Borrowers by reason of Sections 2787 to 2855, inclusive, 2899, and 3433 of the California Civil Code or any similar
laws of any other applicable jurisdiction;


 


(ii)            
all rights and defenses that Borrowers may have because the ABL Obligations are secured by Real Property located in California,
meaning, among other things, that:  (A) Administrative Agent, the other members of the Lender Group, and the Cash Management Banks
and Hedge Banks may collect from Borrowers without first foreclosing on any real or personal property collateral pledged by any Loan Party,
and (B) if Administrative Agent, on behalf of the Lender Group, forecloses on any Real Property Collateral pledged by any Loan Party,
(1) the amount of the ABL Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even
if the collateral is worth more than the sale price, and (2) the Lender Group may collect from the Loan Parties even if, by foreclosing
on the Real Property Collateral, Administrative Agent or the other members of the Lender Group have destroyed or impaired any right Borrowers
may have to collect from any other Loan Party, it being understood that this is an unconditional and irrevocable waiver of any rights
and defenses Borrowers may have because the ABL Obligations are secured by Real Property (including any rights or defenses based upon
Sections 580a, 580d, or 726 of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction); and


 


(iii)            all
rights and defenses arising out of an election of remedies by Agent, the other members of the Lender Group, and the Cash Management
Banks and Hedge Banks, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the ABL
Obligations, has destroyed Borrowers’ rights of subrogation and reimbursement against any other Loan Party by the operation of
Section 580d of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction or otherwise.


 






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Article
III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY


 


3.01          Taxes.


 


(a)            Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any Taxes; provided that, if any Taxes are required by applicable
law (as determined in the good faith discretion of an applicable Withholding Agent) to be deducted from such payments, then (i) in
the case of Indemnified Taxes, the sum payable by the Borrowers or such Loan Party shall be increased as necessary so that after all required
deductions of Indemnified Taxes (including any such deductions applicable to additional sums payable under this Section 3.01) each
Agent and Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the
applicable Withholding Agent shall make such deductions and (iii) the applicable Withholding Agent shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law. For purposes of this Section 3.01, the term “Lender”
shall include the Swing Line Lender and each L/C Issuer.


 


(b)            In addition, the Loan Parties shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law,
except for Other Taxes resulting from an assignment by any Lender pursuant to Section 10.07, which assignment is not at the request
of the Borrowers pursuant to Section 3.07.


 


(c)            The Loan Parties shall, jointly and severally, indemnify each Agent and Lender, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes paid or payable by such Agent or Lender, as the case may be, on or with respect to any payment
by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other Loan Document and any Other Taxes
paid or payable by such Agent or Lender (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts
payable under this Section 3.01) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate setting forth in reasonable detail the basis and the calculation of the amount of such liability delivered to the Borrowers
by a Lender or Agent, or by the Administrative Agent on behalf of itself or a Lender or Agent, shall be conclusive absent manifest error.


 


(d)            As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers or any other Loan Party to a Governmental
Authority, the Borrowers shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such
Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 






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(e)            If any Lender or Agent determines, in its sole discretion exercised in good faith, that it has received a refund of any Indemnified
Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by the Borrowers pursuant to this Section 3.01,
it shall promptly remit such refund (without interest, other than any interest paid by the relevant taxation authority with respect to
such refund) to the Borrowers (but only to the extent of indemnity payments made or additional amounts paid under this Section 3.01
with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Lender or Agent,
as the case may be; provided, however, that the Borrowers, upon the request of the Lender or Agent, as the case may be,
agree promptly to return such refund to such party (plus any penalties, interest or other charges imposed by the relevant taxation authority)
in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall,
at any Borrowers’ request, provide such Borrower with a copy of any notice of assessment or other evidence of the requirement to
repay such refund received from the relevant taxing authority (provided, that such Lender or Agent may delete any information therein
that such Lender or Agent deems confidential). Notwithstanding anything to the contrary in this Section 3.01(e), in no event will
any Lender or Agent be required to pay any amount to any Borrower pursuant to this Section 3.01(e) the payment of which would place
such Lender or Agent in a less favorable net after-tax position than it would have been in if the Indemnified Tax or Other Tax giving
rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect
thereto had never been paid. Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its tax affairs in
whatever manner it thinks fit or oblige any Lender or Agent to claim any tax refund or to disclose any information relating to its tax
affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit
from any other refunds, credits, reliefs, remissions or repayments to which it may be entitled.


 


(f)            
Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or (c)
with respect to such Lender it will, if requested by any Borrower, use commercially reasonable efforts (subject to such Lender’s
overall internal policies of general application and legal and regulatory restrictions) to avoid or reduce to the greatest extent possible
any indemnification or additional amounts due under this Section 3.01, which may include the designation of another Lending
Office for any Loan or Letter of Credit affected by such event; provided, that such efforts are made on terms that, in the reasonable
judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage,
and provided, further, that nothing in this Section 3.01(f) shall affect or postpone any of the ABL Obligations
of the Borrowers or the rights of such Lender pursuant to Sections 3.01(a) and (c).


 






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(g)            (i)
Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan
Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested by any Borrower or
the Administrative Agent, such properly completed and executed documentation reasonably requested by such Borrower or the
Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,
any Lender, if reasonably requested by any Borrower or the Administrative Agent, shall deliver such other documentation prescribed
by applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable the Borrowers or the
Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such
documentation (other than such documentation set forth in Section 3.01(g)(ii) below) shall not be required if in the
Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed
cost or expense or would materially prejudice the legal or commercial position of such Lender.


 


(ii)            
Each Foreign Lender shall, to the extent it is legally able to do so, furnish to the Borrowers and the Administrative Agent, on
or prior to the date it becomes a party to this Agreement, two accurate and complete originally executed copies of (i) IRS Form W-8BEN
or W-8BEN-E (or the applicable successor form) certifying exemption from or a reduction in the rate of United States federal withholding
tax under an applicable treaty to which the United States is a party, (ii) IRS Form W-8ECI (or successor form) certifying that the
income receivable pursuant to the Loan Documents is effectively connected with the conduct of a trade or business in the United States,
(iii) IRS Form W-8EXP or W-8IMY (or successor form), together with required attachments, certifying exemption from or reduction in the
rate of United States federal withholding tax, or (iv) in the case of a Foreign Lender claiming exemption from United States federal withholding
tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” IRS Form W-8BEN or W-8BEN-E
(or the applicable successor form) together with a statement substantially in the form of Exhibit K. Each Foreign Lender shall,
to the extent it is legally able to do so, deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered
by such Foreign Lender. In addition, each Foreign Lender shall promptly notify the Borrowers and the Administrative Agent at any time
it determines that it is no longer in a position to provide any previously delivered form (or any other form of certification adopted
by the United States taxing authorities for such purpose). Solely for purposes of this Section ‎3.01(g), the term “Foreign
Lender” shall include any Agent that is not a “United States person” within the meaning of Section 7701(a)(30)
of the Code.


 


(iii)            Any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrowers and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter upon the reasonable request of any Borrower or the Administrative Agent), executed
originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the
Borrowers or the Administrative Agent to determine the withholding or deduction required to be made.


 






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(iv)            
If a Lender is entitled to an exemption or reduction of withholding Tax in a jurisdiction other than the United States, such Lender
agrees with and in favor of the Administrative Agent and Borrowers, to deliver to Administrative Agent and applicable Borrowers any such
form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding
or backup withholding Tax or as may be reasonably requested by the Administrative Agent or Borrowers, before receiving its first payment
under this Agreement, but only if such Lender is legally able to deliver such forms, or the providing of or delivery of such forms in
the Lender's reasonable judgment would not subject such Lender to any material unreimbursed cost or expense or materially prejudice the
legal or commercial position of such Lender (or its Affiliates); provided, that, nothing in this Section 3.01(g)(iv) shall
require a Lender to disclose any information that it deems to be confidential (including without limitation, its Tax returns). Each Lender
shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify
the Administrative Agent and applicable Borrowers any change in circumstances which would modify or render invalid any claimed exemption
or reduction.


 


(h)            
Each Lender and Agent that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall,
to the extent it is legally able to do so, furnish to the Borrowers and the Administrative Agent, on or prior to the date it becomes a
party to this Agreement, two accurate and complete originally executed copies of IRS Form W-9 (or successor form) establishing that such
Lender or Agent is not subject to United States backup withholding tax.


 


(i)            
If a payment made to a Lender under any Loan Document would be subject to United States federal withholding tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrowers and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by any Borrower or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by such
Borrower 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 that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount
to deduct and withhold from such payment. Solely for purposes of this Section 3.01(i), “FATCA” shall include any
amendments made to FATCA after the Second Restatement Effective Date.


 


(j)             Each
party’s obligations under this Section 3.01 shall survive the termination of the Aggregate Commitments, repayment of
all other ABL Obligations hereunder and the resignation of the Administrative Agent. For purposes of this Section 3.01
and Section 9.01, the term “applicable law” includes FATCA.


 






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3.02          [Reserved].


 


3.03          [Reserved].


 


3.04          Increased Cost and Reduced Return; Capital Adequacy.


 


(a)            [Reserved].


 


(b)            If any Lender or L/C Issuer determines that any Change in Law affecting such Lender or L/C Issuer or any lending office of such
Lender or such Lender’s or L/C Issuer’s holding company, if any, regarding capital or liquidity requirements, has or would
have the effect of reducing the rate of return on the capital of, or increasing the liquidity required to be maintained by, such Lender
or L/C Issuer or any holding company of such Lender or L/C Issuer, if any, as a consequence of this Agreement, the Revolving Credit Commitments
of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of
Credit issued by any L/C Issuer, to a level below that which such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or L/C Issuer’s policies and
the policies of such Lender’s or L/C Issuer’s holding company with respect to capital adequacy or liquidity), then from time
to time the Borrowers will pay to such Lender or L/C Issuer, as the case may be, such additional amount or amounts as will compensate
such Lender or L/C Issuer or such Lender’s or L/C Issuer’s holding company for any such reduction or increase suffered.


 


(c)            The Borrowers shall not be required to compensate a Lender pursuant to Section 3.04(b) for any such increased cost or reduction
incurred more than 180 days prior to the date that such Lender demands, or notifies the Borrowers of its intention to demand, compensation
therefor; provided, that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such 180-day
period referred to above shall be extended to include the period of retroactive effect thereof.


 






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(d)            If
any L/C Issuer or any Lender requests additional or increased costs referred to in Sections 2.03(l) or 2.20(d)(i) or
amounts under Section 3.04(b) or sends a notice under Section 2.20(d)(ii) relative to changed circumstances (such L/C
Bank or Lender, an “Affected Lender”), then, at the request of Lead Borrower, such Affected Lender shall use
reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to
another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would
eliminate or reduce amounts payable pursuant to Section 2.03(l), Section 2.20(d)(i) or Section 3.04(b), as
applicable, or would eliminate the illegality or impracticality of funding or maintaining Eurocurrency Rate Loans or RFR Loans, and
(ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material
unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrowers agree to pay all reasonable
out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after
such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to
another of its offices or branches so as to eliminate Borrowers’ obligation to pay any future amounts to such Affected Lender
pursuant to Section 2.03(l), Section 2.20(d)(i) or Section 3.04(b), as applicable, or to enable Borrowers to
obtain the applicable Eurocurrency Rate Loans or RFR Loans, then Borrowers (without prejudice to any amounts then due to such
Affected Lender under Section 2.03(l), Section 2.20(d)(i) or Section 3.04(b), as applicable) may, unless prior
to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section
2.03(l), Section 2.20(d)(i) or Section 3.04(b), as applicable, or indicates that it is no longer unlawful or
impractical to fund or maintain the applicable Eurocurrency Loans or RFR Loans, may designate a different L/C Issuer or substitute a
Lender or prospective Lender, in each case, reasonably acceptable to Administrative Agent to purchase the ABL Obligations owed to
such Affected Lender and such Affected Lender’s commitments hereunder (a “Replacement Lender”), and if such
Replacement Lender agrees to such purchase, such Affected Lender shall assign to the Replacement Lender its ABL Obligations and
commitments, and upon such purchase by the Replacement Lender, which such Replacement Lender shall be deemed to be an “L/C
Issuer” or a “Lender” (as the case may be) for purposes of this Agreement and such Affected Lender shall cease to
be an “L/C” or a “Lender” (as the case may be) for purposes of this Agreement.


 


(e)            Notwithstanding anything herein to the contrary, the protection of Sections 2.03(l), 2.20(d)(i) and 3.04 shall
be available to each L/C Issuer and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability
of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or been
imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding any other
provision herein, neither any L/C Issuer nor any Lender shall demand compensation pursuant to this Section 3.04 if it shall not
at the time be the general policy or practice of such L/C Issuer or such Lender (as the case may be) to demand such compensation in similar
circumstances under comparable provisions of other credit agreements, if any.


 


3.05          [Reserved].


 


3.06          Matters Applicable to All Requests for Compensation


 


(a)            A certificate of any Agent or any Lender claiming compensation under this Article III and setting forth the additional amount
or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Agent or
such Lender may use any reasonable averaging and attribution methods.


 


(b)            With
respect to any Lender’s claim for compensation under Section 3.04, the Borrowers shall not be required to
compensate such Lender for any amount incurred more than 180 days prior to the date that such Lender notifies the Borrowers of
the event that gives rise to such claim; provided, that, if the circumstance giving rise to such increased cost or reduction
is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect
thereof.


 






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3.07          Replacement
of Lenders under Certain Circumstances


 


(a)            
If at any time (i) any Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01
as a result of any condition described in such Section, (ii) any Lender becomes a Defaulting Lender or (iii) any Lender becomes a “Non-Consenting
Lender” (as defined below in this Section 3.07), then the Borrowers may, at their sole expense and effort, on five Business
Days’ prior written notice to the Administrative Agent and such Lender (or such lesser time as may be agreed by the Administrative
Agent), replace such Lender by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b)
(with the assignment fee to be paid by the Borrowers in such instance) all of its rights and obligations under this Agreement to one or
more Eligible Assignees; provided that (A) neither the Administrative Agent nor any Lender shall have any obligation to the
Borrowers to find a replacement Lender or other such Person, (B) such replaced Lender shall have received payment of an amount equal to
the outstanding principal of its Loans and participations in Letters of Credit, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder and under the other Loan Documents (including any amounts under Sections 2.05 (if applicable) and 3.05)
in accordance with the Assignment and Assumption with respect to such assignment, (C) such assignment does not conflict with applicable
Law and (D) in the case of any assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have
consented to the applicable amendment, waiver or consent.


 


(b)             Any
Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption
with respect to such Lender’s Revolving Credit Commitment and outstanding Loans and participations in L/C Obligations and
Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrowers or the Administrative Agent. If such
replaced Lender fails to execute and deliver such Assignment and Assumption within three Business Days after the receipt of notice
referred to in the foregoing clause (a), the Administrative Agent is hereby authorized to execute such Assignment and
Assumption instead of such replaced Lender (and each Lender, by its becoming a Lender hereunder is deemed to have granted to the
Administrative Agent an irrevocable proxy, which proxy shall be deemed to be coupled with interest, to execute and deliver the
Assignment and Assumption, as provided in this Section). Pursuant to such Assignment and Assumption, (A) the assignee Lender shall
acquire all or a portion, as the case may be, of the assigning Lender’s Revolving Credit Commitment and outstanding Loans and
participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrowers owing to the assigning Lender relating
to the Loans and participations so assigned shall be paid in full to such assigning Lender in accordance with such Assignment and
Assumption concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee
Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the 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,
Revolving Credit Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall
survive as to such assigning Lender.


 






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(c)            
Notwithstanding anything to the contrary contained above, (i) any Lender that acts as an L/C Issuer may not be replaced hereunder
at any time that it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such L/C Issuer (including the
furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer reasonably satisfactory to such L/C Issuer
or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to
such L/C Issuer) have been made with respect to such outstanding Letter of Credit and (ii) the Lender that acts as (or whose Affiliate
acts as) the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.09.


 


(d)            
In the event that (i) any Borrower has requested the Lenders to consent to a departure or waiver of any provisions of the
Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of
all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain class of the
Loans and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such
consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”


 


3.08          Survival. All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate
Commitments and repayment of all other ABL Obligations hereunder and resignation of the Administrative Agent.


 


Article
IV

CONDITIONS PRECEDENT TO Credit Extensions


 


4.01          Conditions to Initial Credit Extension. The obligation of each Lender and L/C Issuer to make its initial Credit Extension
hereunder is subject to satisfaction of the following conditions precedent:


 


(a)            The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles (followed promptly by
originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated as of the
Second Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Second Restatement
Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and its counsel:


 


(i)             
executed counterparts of this Agreement and a Guaranty from each Guarantor;


 


(ii)            
a Note executed by the Borrowers in favor of each Lender requesting a Note;


 






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(iii)           subject to Section 6.14(b), each Security Agreement, in each case, duly executed by each Loan Party party thereto, together
with:


 


(A)            
 certificates (including original share certificates and/or original certificates of title) representing the Pledged Interests
referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank,


 


(B)            
copies of financing statements, filed or duly prepared for filing under, the Uniform Commercial Code in all jurisdictions necessary
in order to perfect and protect the Liens created under the U.S. Security Agreement, covering the Collateral described in the U.S. Security
Agreement,


 


(C)            
copies of PPSA filings, filed or duly prepared for filing under, the PPSA in all jurisdictions necessary in order to perfect and
protect the Liens created under the Canadian Security Agreement, covering the Collateral described in the Canadian Security Agreement,
and


 


(D)            
evidence that all other actions, recordings and filings of or with respect to each Security Agreement that the Collateral Agent
may deem reasonably necessary or desirable in order to perfect and protect the Liens created thereby shall have been taken, completed
or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (including, without limitation, receipt of a duly
executed payoff letter in respect of the Existing Canadian ABL Facility and Uniform Commercial Code termination statements and PPSA filings,
as applicable);


 


(iv)           the U.S. Intellectual Property Security Agreement and the Canadian Intellectual Property Security Agreement, duly executed by each
Loan Party party thereto, together with evidence that all action that the Collateral Agent in its reasonable judgment may deem reasonably
necessary or desirable in order to perfect and protect the Liens created thereunder has been taken;


 


(v)            [reserved];


 


(vi)           such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers
of each Loan Party as the Administrative Agent or the Collateral Agent may require evidencing the identity, authority and capacity of
each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents
to which such Loan Party is a party or is to be a party and authorizing the execution, delivery and performance of the Loan Documents
to which such Loan Party is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been
modified, rescinded or amended and are in full force and effect;


 






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(vii)          such
documents and certifications (including, without limitation, Organization Documents and good standing certificates (or equivalent,
to the extent available)) as the Administrative Agent or the Collateral Agent may reasonably require to evidence that each Loan
Party is duly organized or formed, and that each of the Loans Parties is validly existing, in good standing (where such concept is
applicable) and qualified to engage in business (as applicable) in each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could
not reasonably be expected to have a Material Adverse Effect;


 


(viii)         an opinion of Alston & Bird, LLP, counsel to the Loan Parties, Eversheds Sutherland, special United States counsel to the Loan
Parties, Blake, Cassels & Graydon LLP, special Canadian counsel to the Loan Parties, and MLT Aikins LLP, special Manitoba (Canada)
counsel to the Loan Parties, each addressed to each Agent, each L/C Issuer and each Lender;


 


(ix)            a customary certificate, substantially in the form of Exhibit J, from the chief financial officer of Holdings, certifying
that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the initial extensions of credit under this Agreement
and the payment of all fees and expenses required to by paid by Borrowers on the Second Restatement Effective Date, are Solvent;


 


(x)            (a)
consolidated audited financial statements (consisting of a consolidated balance sheet, consolidated statement of operations, consolidated
cash flow statement and consolidated statement of stockholders’ equity) of Holdings and its Subsidiaries as of April 30, 2022,
(b) consolidated unaudited financial statements (consisting of a consolidated balance sheet, consolidated statement of operations and
consolidated statement of stockholders’ equity) of Holdings and its Subsidiaries as of and for each fiscal quarter (and the corresponding
portion of the fiscal year and the preceding fiscal year) ending after April 30, 2022, and at least 45 days prior to the Second Restatement
Effective Date, and (c) a pro forma consolidated balance sheet and related pro forma consolidated statement of operations of Holdings
and its Subsidiaries, which shall be quarterly through the end of fiscal year 2023 and annually thereafter through the end of fiscal
year 2025, in each case of the foregoing clauses (a), (b), and (c) prepared in accordance with GAAP;


 


(xi)           
a Committed Loan Notice and/or Letter of Credit Application, as applicable, relating to the initial Credit Extensions;


 


(xii)          
a Borrowing Base Certificate, dated as of the Second Restatement Effective Date, relating to the month ended on October 31, 2022,
executed by a Responsible Officer of the Lead Borrower;


 


(xiii)          a certificate,
dated as of the Second Restatement Effective Date, duly executed by a Responsible Officer of Holdings certifying that the conditions
precedent set forth in Section 4.01 and 4.02 have been satisfied as of the Second Restatement Effective Date;


 






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(xiv)          a certificate,
dated as of the Second Restatement Effective Date, duly executed by a Responsible Officer of Holdings certifying that attached to such
certificate is a true and complete copy of the First Lien Credit Agreement;


 


(xv)           a Perfection Certificate, dated as of the Second Restatement Effective Date, duly executed by a Responsible Officer of each Loan
Party;


 


(xvi)         executed
counterparts of an amendment to the Amended and Restated Promissory Note evidencing the Specified Intercompany Debt, in form and substance
reasonably satisfactory to the Administrative Agent;


 


(b)           [Reserved].


 


(c)           [Reserved].


 


(d)           On the Second Restatement Effective Date, after giving effect to the initial extensions of credit under this Agreement and all
fees and expenses required to by paid by Borrowers on the Second Restatement Effective Date, Availability shall not be less than $400,000,000.


 


(e)           [Reserved].


 


(f)            Since April 30, 2022, no fact, event or circumstance shall have occurred or arisen that, individually or in combination with any
other fact, event or circumstance, has had or could reasonably be expected to have a Material Adverse Effect.


 


(g)           The Administrative Agent shall have received all documentation and other information required by regulatory authorities under applicable
 “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested
in writing by the Administrative Agent at least five Business Days prior to the Second Restatement Effective Date.


 


(h)           All fees and expenses required to be paid on the Second Restatement Effective Date shall have been paid in full in cash (or shall
be paid contemporaneously with the initial fundings under this Agreement) including fees pursuant to the Fee Letter, to the extent, in
the case of reimbursement of expenses, invoiced to the Borrowers at least two Business Days prior to the Second Restatement Effective
Date.


 


(i)            All actions necessary to establish that the Collateral Agent will have a perfected (with the priority required by the ABL/Term
Intercreditor Agreement) security interest (subject to Liens permitted by Section 7.01) in the Collateral shall have been taken.


 


(j)            
[Reserved].


 


(k)           
[Reserved].


 


(l)             The
Administrative Agent shall have received the results of a recent Lien and judgment search in each relevant jurisdiction with respect
to the Loan Parties, and such search shall reveal no Liens on any of the assets of the Loan Parties except, in the case of assets
other than Pledged Interests, for Liens permitted under Section 7.01.


 






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(m)           At least five Business Days prior to the Second Restatement Effective Date, any Loan Party that qualifies as a “legal entity
customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Loan
Party, which such Beneficial Ownership Certificate shall be complete and accurate in all respects.


 


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 hereunder 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 Second Restatement Effective Date specifying its objection thereto.


 


4.02          Conditions to All Credit Extensions. The obligation of each Lender and L/C Issuer to honor any Request for Credit Extension
is subject to the following conditions precedent:


 


(a)            The representations and warranties of the Lead Borrower and each other Loan Party contained in Article V or any other Loan
Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified
by materiality) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation
or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 4.02,
the representations and warranties contained in Section 5.05(a) and Sections 5.05(b) and (c) shall be deemed
to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively.


 


(b)            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)            The Administrative Agent and, if applicable, the applicable L/C Issuer or the Swing Line Lender shall have received a Request for
Credit Extension in accordance with the requirements hereof.


 


(d)            After giving effect to such proposed Credit Extension, Availability shall be not less than $1.00.


 


(e)            The report and opinion of the independent certified public accountants with respect to the most recently delivered set of the financial
statements delivered pursuant to Section 6.01(a) shall not contain a qualification, exception or explanatory note of the type described
in clause (B) of Section 6.01(a).


 






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Each Request for Credit Extension submitted by
any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b)
have been satisfied on and as of the date of the applicable Credit Extension.


 


Article
V

REPRESENTATIONS AND WARRANTIES


 


Each of Holdings and the Lead
Borrower represents and warrants to the Agents and the Lenders that:


 


5.01          Existence, Qualification and Power; Compliance with Laws. Each Loan Party and each of its Restricted Subsidiaries (a) is
a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization,
(b) has all requisite power and authority to (i) own or lease its assets and carry on its business and (ii) execute, deliver
and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the
Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification
and (d) has all requisite valid and subsisting governmental licenses, authorizations, consents and approvals (“Permits”)
to operate its business as currently conducted; except in each case referred to in clause ‎(b)‎(i) (other than
with respect to the Lead Borrower), (c) or (d), to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect. There are no actions, claims or proceedings pending or to the best of the Lead Borrower’s or
any Guarantor’s knowledge, threatened in writing that seek the revocation, cancellation, suspension or modification of any of the
Permits where any of the same could reasonably be expected to have a Material Adverse Effect.


 


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 are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate
or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents,
(b) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than any Lien to secure the
Secured Obligations pursuant to the Collateral Documents), or require any payment to be made under (i) any Permitted Term Indebtedness,
(ii) any other Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or
any of its Subsidiaries or (iii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such
Person or its property is subject; or (c) violate any Law; except with respect to any breach or contravention or payment referred
to in clause (b)(ii) and (b)(iii), to the extent that such conflict, breach, contravention or payment could not reasonably
be expected to have a Material Adverse Effect.


 


5.03          Governmental
Authorization; Other Consents. No material approval, consent, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution,
delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant
by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the
Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by an Agent, an L/C Issuer,
any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents,
except for 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 and those approvals, consents, exemptions, authorizations or other actions, notices
or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.


 






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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 party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy
insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles
of equity.


 


5.05          Financial Statements; No Material Adverse Effect.


 


(a)            The audited consolidated financial statements of the Lead Borrower as of April 30, 2022, consisting of the consolidated balance
sheet, consolidated statement of operations, consolidated cash flow statement and consolidated statement of stockholders’ equity,
for the year then ended have been prepared in accordance with GAAP on a consistent basis throughout the indicated period (except as may
be indicated in the footnotes thereto). The financial statements delivered pursuant to Section 4.01(a)(x) fairly present in all
material respects the consolidated financial condition and results of operations of the Lead Borrower and its Restricted Subsidiaries,
taken as a whole, at the dates and for the relevant periods indicated.


 


(b)            The unaudited consolidated financial statements described in clause (b) of Section 4.01(a)(x) were prepared in accordance
with GAAP on a consistent basis throughout the indicated period, subject to normal and recurring year-end adjustments and the absence
of footnotes, and fairly present in all material respects the consolidated financial condition and results of operations of the Restricted
Group, taken as a whole, at the dates and for the relevant periods indicated.


 


(c)            Since April 30, 2022, there has been no change, event, occurrence, event or circumstance, either individually or in the aggregate,
that has had or could reasonably be expected to have a Material Adverse Effect.


 


(d)            The forecasted financial information of the Restricted Group delivered to the Lenders pursuant to Section 4.01 or 6.01
was prepared in good faith using assumptions based on information sourced from the financial records of the Restricted Group for the periods
stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery and at the time of preparation
of such forecasts; it being understood that actual results may vary from such forecasts and that such variations may be material.


 






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5.06          Litigation.
There are no actions, suits, proceedings, investigations, claims or disputes pending or, to the knowledge of Holdings or any of its
Restricted Subsidiaries, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or
against Holdings or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement, any other Loan Document or (b) either individually or in the aggregate, could reasonably
be expected to have a Material Adverse Effect.


 


5.07          No Default. Neither Holdings nor any Restricted Subsidiary of Holdings is in default under or with respect to, or a party
to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


 


5.08          Ownership of Property; Liens. Each Loan Party and each of its Restricted Subsidiaries has good record and indefeasible title
in fee simple to (or legal and beneficial title to, as applicable in the relevant jurisdiction), or valid leasehold interests in, all
real property (including leased real property) necessary in the ordinary conduct of its business, free and clear of all Liens except for
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 for Permitted Encumbrances and, in the case of leased real property, encumbrances which encumber the fee estate and do not
result from a violation by the Loan Party or Restricted Subsidiary in question of the terms of its lease.


 


5.09          Environmental Matters.


 


Except as disclosed in Schedule 5.09
or as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:


 


(a)            There are no pending or, to the knowledge of the Lead Borrower, threatened claims against Holdings or any of its Subsidiaries alleging
either potential liability under, or responsibility for violation of, any Environmental Law or alleging potential liability with respect
to any Hazardous Material, and to the knowledge of the Lead Borrower, (i) there are no pending investigations by any Governmental Authority
regarding any such potential claims and (ii) no facts or circumstances exist that would likely be the basis for any such claim.


 


(b)            (i) Neither Holdings nor any of its Subsidiaries has generated, used, stored, treated, transported, or caused any Environmental
Release of, Hazardous Materials at or to any location and (ii) none of the real properties currently owned, leased or operated by Holdings
or any of its Subsidiaries or, to the knowledge of the Lead Borrower, the real properties formerly owned, leased or operated by Holdings
or any of its Subsidiaries, contain any Hazardous Materials that, in the case of either ‎(i) or ‎(ii) above, are in amounts
or concentrations or in a manner which (x) constitute a violation by Holdings or any of its Subsidiaries of, (y) require any
investigation, remediation or response action under, or (z) are reasonably likely to give rise to liability against Holdings or any
of its Subsidiaries under, Environmental Laws.


 


(c)            Neither
Holdings nor any of its Subsidiaries is undertaking or, to the knowledge of the Lead Borrower, is obliged to undertake, either
individually or together with other potentially responsible parties, any investigation, remediation, or response action relating to
any actual or threatened Environmental Release of Hazardous Materials at any site.


 






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5.10          Taxes. Holdings and its Subsidiaries have filed all Federal and state and other tax returns and reports required to be filed,
and have paid all Federal and state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable, except those (a) which are not overdue by more than 30 days or (b) which
are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in
accordance with GAAP or (c) with respect to which the failure to make such filing or payment could not individually or in the aggregate
reasonably be expected to have a Material Adverse Effect.


 


5.11          ERISA/Canadian
Pension Plan Compliance.


 


(a)            Each Company Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable
Laws. Each Company Plan that is intended to be a qualified plan under Section 401(a) of the Code has received, or is entitled to
rely upon, a favorable determination letter from the IRS or an opinion of counsel to the effect that the form of such Company Plan is
qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal
income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the IRS. To the
knowledge of the Lead Borrower and Holdings, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.


 


(b)            There are no pending or, to the knowledge of the Lead Borrower and Holdings, threatened claims, actions or lawsuits, or action
by any governing body or Governmental Authority, with respect to any Company Plan that could be reasonably be expected to have a Material
Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Company
Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.


 


(c)             (i) No
ERISA Event has occurred and neither any Loan Party nor any ERISA Affiliate is aware of any fact, event or circumstance that could
reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) each Loan Party and
each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no
waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most
recent valuation date for any Pension Plan (other than a Multiemployer Plan), the funding target attainment percentage (as defined
in Section 430(d)(2) of the Code) is 60% or higher; (iv) neither any Loan Party nor any ERISA Affiliate has incurred any
liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are
unpaid; (v) 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 and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the
PBGC and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute
proceedings under Title IV of ERISA to terminate such Pension Plan, except with respect to each of the foregoing clauses of this Section 5.11(c),
as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 






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(d)            Neither any Loan Party nor, to the knowledge of the Lead Borrower, any ERISA Affiliate maintains or contributes to, or has any
unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than on the Second Restatement
Effective Date, those listed on Schedule 5.11(d) hereto.


 


(e)            No Canadian Loan Party administers or contributes to any Canadian Defined Benefit Pension Plan. No Canadian Pension Event has occurred
and no Loan Party is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in a Canadian
Pension Event with respect to any Canadian Pension Plan. Each Canadian Pension Plan is in compliance in all material respects with the
provisions of applicable Canadian federal or provincial Law with respect to pension benefits standards, the Income Tax Act (Canada) and
other applicable Laws.


 


5.12          Subsidiaries; Equity Interests. As of the Second Restatement Effective Date, each Loan Party has no Subsidiaries and is
not engaged in any Joint Venture or partnership other than those specifically disclosed in Schedule 5.12, and all of the outstanding
Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party 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, any Lien permitted under Section 7.01(bb) and Permitted Term Indebtedness Liens.


 


5.13          Margin Regulations; Investment Company Act.


 


(a)            Neither any Loan Party nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made by the Lender
Group to the Borrowers will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing
or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the FRB.


 


(b)            None of Holdings, the Lead Borrower, any Person Controlling Holdings, or any other Subsidiary of Holdings is or is required to
be registered as an “investment company” under the Investment Company Act of 1940. Neither the making of any Loan, nor the
issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Lead Borrower, nor the consummation
of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order
of the SEC thereunder.


 






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5.14          Disclosure.
Holdings has disclosed to the Agents and the Lenders all agreements, instruments and corporate or other restrictions to which it or
any of its Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect. No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of any Loan Party (other than projected financial information,
pro forma financial information and information of a general economic or industry nature) to any Agent or any Lender in connection
with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document
(as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact
or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not materially misleading; provided that, with respect to projected and pro forma financial information, Holdings
represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of
delivery of such information to any Agent or Lender; it being understood that such projections may vary from actual results and that
such variances may be material. The information provided in any Beneficial Ownership Certificate delivered under this Agreement is
true and correct in all material respects on the date on which such Beneficial Ownership Certificate is delivered.


 


5.15          Compliance with Laws. Each Loan Party and its Subsidiaries is in compliance in all respects with the requirements of all
Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted
or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 


5.16          Intellectual Property. Except as could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, each Loan Party and each of their Subsidiaries owns, or possesses the right to use, all of the trademarks, service marks,
trade names, trade dress, domain names, copyrights, patents, patent applications, design, design applications, franchises, licenses, trade
secrets, know-how and other intellectual property rights (collectively, “IP Rights”) that are used in the operation
of their respective businesses. Set forth on Schedule 5.16 is a complete and accurate list of all registrations or applications
for registration of any IP Rights owned or exclusively licensed by a Loan Party or any of its Subsidiaries as of the Second Restatement
Effective Date. To the knowledge of Holdings and the Lead Borrower, (i) the conduct of the business of the Loan Parties and their Subsidiaries
does not infringe, misappropriate, dilute or otherwise violate any rights held by any other Person, and (ii) no slogan or other advertising
device, product, process, method, substance, part or other material now employed or sold, or now contemplated to be employed or sold,
by any Loan Party or any Subsidiary infringes upon, misappropriates, dilutes or otherwise violates any rights held by any other Person
except in each case 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 foregoing is pending or, to the knowledge of Holdings, threatened, which,
either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings,
no Person is infringing, misappropriating, diluting or otherwise violating any IP Rights that are material to the operation of the business
of the Loan Parties or any of their Subsidiaries.


 


5.17          Solvency. Holdings and its Restricted Subsidiaries, on a consolidated basis, are Solvent.


 






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5.18          Labor
Matters. Other than mandatory national, provincial or industry-wide collective bargaining arrangements, there are no collective
bargaining agreements or Multiemployer Plans, other than those listed on Schedule 5.18, covering the employees of
Holdings or any of its Restricted Subsidiaries as of the Second Restatement Effective Date and neither Holdings nor any Restricted
Subsidiary has suffered any strikes, walkouts, slowdowns, lockouts, work stoppages or other material labor difficulty within the
last five years. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect, there is (a) no unfair labor practice complaint pending against Holdings or any of its Restricted Subsidiaries or, to the
knowledge of Holdings and the Lead Borrower, threatened against any of them before the National Labor Relations Board (or any
foreign equivalent thereof) and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement
that is so pending against Holdings or any of its Subsidiaries or, to the knowledge of Holdings and the Lead Borrower, threatened
against any of them and (b) to the knowledge of Holdings and the Lead Borrower, no union representation question existing with
respect to the employees of Holdings or any of its Restricted Subsidiaries and, to the knowledge of Holdings and the Lead Borrower,
no union organization activity that is taking place.


 


5.19          Perfection, Etc. Subject to the last paragraph of Section 4.01, all filings and other actions necessary or desirable
to create, perfect and protect the Lien in the Collateral of the Collateral Agent, for the benefit of the Secured Parties, securing the
Secured Obligations created under the Collateral Documents have been duly made or taken and are in full force and effect, and the Collateral
Documents create in favor of the Collateral Agent, for the benefit of the Secured Parties, a valid and, together with such filings and
other actions, perfected Lien in the Collateral with the priority specified in the ABL/Term Intercreditor Agreement, securing the payment
of the Secured Obligations, subject to Liens permitted by Section 7.01. The Loan Parties are the legal and beneficial owners
of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Loan Documents.


 


5.20          OFAC and PATRIOT Act Compliance. To the extent applicable, Holdings, each member of the Restricted Group and each Unrestricted
Subsidiary is in compliance, in all respects, with (i) the Trading with the Enemy Act, the International Emergency Economic Powers Act,
each as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter
V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act.


 


5.21          [Reserved].


 


5.22          OFAC;
Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. No Loan Party or any of its Subsidiaries is in violation of any
Sanctions. No Loan Party nor any of its Subsidiaries nor, to the knowledge of such Loan Party, any director, officer, employee,
agent or Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person or a Sanctioned Entity, (b) has any assets
located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned
Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures reasonably
designed to ensure compliance with Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its
Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee, agent and Affiliate of each such Loan
Party and each such Subsidiary, is in compliance (a) with all Sanctions and (b) in all material respects with all Anti-Corruption
Laws and Anti-Money Laundering Laws. No proceeds of any Loan made or Letter of Credit issued hereunder will be used to fund any
operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or
otherwise used in any manner that would result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by
any Person (including any Lender, Cash Management Bank, Hedge Bank, or other individual or entity participating in any
transaction).


 






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5.23         
Designation as Senior Debt. The ABL Obligations constitute “Designated Senior Debt,” or any similar term under
and as defined in the agreements relating to any Indebtedness of the Lead Borrower or any Guarantor, including any subordinated Indebtedness,
which contains such designation.


 


5.24         
Tax Reporting Compliance. The Borrowers do not intend to treat the Loans and/or Letters of Credit and related transactions
as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event that any Borrower
determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. If any Borrower
so notifies the Administrative Agent, the Borrowers acknowledge that one or more of the Lenders may treat its Loans and/or its interest
in Swing Line Loans and/or Letters of Credit as part of a transaction that is subject to Treasury Regulation Section 301.6112 1, and such
Lender or Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation.


 


Article
VI

AFFIRMATIVE COVENANTS


 


So long as any Lender shall
have any Revolving Credit Commitment hereunder, any Loan or other ABL Obligation hereunder (other than ABL Obligations arising under Secured
Cash Management Agreements and Secured Hedge Agreements) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter
of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized
or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), the Lead Borrower shall, and shall (except
in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause each Restricted Subsidiary to:


 


6.01         
Financial Statements. Deliver to the Administrative Agent for further distribution to each Lender, in form and detail reasonably
satisfactory to the Administrative Agent:


 


(a)             within
90 days after the end of each fiscal year of the Lead Borrower, a consolidated balance sheet of the Lead Borrower and its
Subsidiaries as at the end of such fiscal year, and the related consolidated statements of operations, stockholders’ equity
and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in
reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Pricewaterhouse Coopers
LLP or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or
like qualification, exception or explanatory paragraph or any qualification, exception or explanatory paragraph as to the scope of
such audit (other than any such exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting
solely from, (A) an upcoming maturity date under the credit facilities provided for herein that is scheduled to occur within one
year from the time such opinion is delivered or (B) any potential inability to satisfy any financial covenants set forth in any
agreement, document or instrument governing or evidencing Indebtedness on a future date or in a future period), together with a
Narrative Report with respect thereto;


 






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(b)            
within 45 days, in each case, after the end of each of the first three fiscal quarters of each fiscal year of the Lead Borrower,
a consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated
statements of operations, stockholders’ equity and cash flows for such fiscal quarter and for the portion of the fiscal year then
ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and
the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Lead Borrower
as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows
of the Lead Borrower and its Subsidiaries in accordance with GAAP subject only to normal year-end audit adjustments and the absence of
footnotes, together with a Narrative Report with respect thereto;


 


(c)            
(i) within one Business Day after the occurrence of the initial Cash Dominion Trigger Event with respect to any Cash Dominion Trigger
Period, a consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of the most recently ended month (other than
the last month in any fiscal quarter) for which financial statements are available, but in any event for a month ending no more than 75
days prior to the occurrence of such initial Cash Dominion Trigger Event, together with the related consolidated statements of operations,
stockholders’ equity and cash flows for such fiscal month and for the portion of the fiscal year then ended, and (ii) so long as
a Cash Dominion Trigger Period continues to exist, as soon as available, but in any event within 45 days after the end of the first two
fiscal months of each fiscal quarter of the Lead Borrower thereafter, a consolidated balance sheet of the Lead Borrower and its Subsidiaries
as at the end of such fiscal month, and the related consolidated statements of operations, stockholders’ equity and cash flows for
such fiscal month and for the portion of the fiscal year then ended, setting forth in each case under clauses (i) and (ii)
in comparative form the figures for the corresponding fiscal month of the previous fiscal year and the corresponding portion of the previous
fiscal year, all in reasonable detail and certified by a Responsible Officer of the Lead Borrower as fairly presenting in all material
respects the financial condition, results of operations, stockholders’ equity and cash flows of the Lead Borrower and its Subsidiaries
in accordance with GAAP subject only to normal year-end audit adjustments and the absence of footnotes; and


 


(d)             no
later than 45 days after the end of each fiscal year, forecasts prepared by management of the Lead Borrower, in form reasonably satisfactory
to the Administrative Agent, of consolidated balance sheets, statements of operations and statements of cash flows of the Lead Borrower
and its Subsidiaries on a quarterly basis for the fiscal year following such fiscal year then ended.


 





To the extent the Lead Borrower designates any
of its Subsidiaries as an Unrestricted Subsidiary, the financial statements referred to in this Section 6.01 shall be accompanied
by reconciliation statements eliminating the financial information pertaining to such Unrestricted Subsidiary or Unrestricted Subsidiaries.


 


6.02         
Certificates; Other Information. Deliver to the Administrative Agent for further distribution to each Lender, in form and
detail reasonably satisfactory to the Administrative Agent and the Required Lenders:


 


(a)             concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed
Compliance Certificate signed by a Responsible Officer of the Lead Borrower (which delivery may, unless the Administrative Agent or a
Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic
counterpart thereof for all purposes and which Compliance Certificate need not include financial covenant calculations unless compliance
with the Fixed Charge Coverage Ratio is required under Section 7.11);


 






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(b)            
within 20 days after the end of each fiscal quarter (or, if such day is not a Business Day, on the next succeeding Business Day),
a Borrowing Base Certificate showing the Borrowing Base as of the close of business as of the last day of the immediately preceding fiscal
quarter, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Lead Borrower; provided,
that (i) at any time that the Total Outstandings is greater than 10% of the Line Cap, such Borrowing Base Certificate shall be delivered
within 20 days after the end of each fiscal month (or, if such day is not a Business Day, on the next succeeding Business Day), as of
the close of business as of the last day of the immediately preceding fiscal month and (ii) during a Cash Dominion Trigger Period,
such Borrowing Base Certificate shall be delivered on Tuesday of each week (or, if Tuesday is not a Business Day, on the next succeeding
Business Day), as of the close of business on the immediately preceding Saturday; provided, further, that the Lead Borrower
may elect to deliver Borrowing Base Certificates on a monthly or weekly basis, as applicable, but if (A) if such election is exercised
or (B) if monthly or weekly Borrowing Base Certificates are required pursuant to the foregoing clauses (i) or (ii), such
monthly or weekly delivery, as applicable, shall continue until the end of the first full (1) fiscal month (in the case of weekly Borrowing
Base Certificates) or (2) fiscal quarter (in the case of monthly Borrowing Base Certificates) following such request;


 


(c)            
within one Business Day after the occurrence of a Covenant Trigger Event, a certificate of a Responsible Officer of the Lead Borrower
setting forth reasonably detailed calculations of the Fixed Charge Coverage Ratio, calculated as set forth in Section 7.11,
for the fiscal quarter for which financial statements have been prepared or were required to have been prepared ended immediately preceding
the first date that such ratio is required to be tested;


 


(d)             within
two Business Days after a Disposition (i) permitted pursuant to Section 7.05(k)(D), (o) or (p) of any property
(other than property referenced in clause (ii) below) having an aggregate value in excess of $5,000,000 included in the Borrowing
Base, or (ii) outside the ordinary course of business of cash or Cash Equivalents resulting in the elimination of property included
in the Borrowing Base having an aggregate Dollar Equivalent of $100,000,000 or more (giving effect to all related transactions) (in
the case of this clause (ii), solely if after giving effect to such Disposition Pro Forma Excess Availability is less than
$250,000,000), in each case of the foregoing clauses (i) and (ii), a Borrowing Base Certificate showing the Borrowing Base as of the
close of business as of the date on which such Disposition was consummated, each Borrowing Base Certificate to be certified as
complete and correct by a Responsible Officer of the Lead Borrower;


 


(e)            
the financial and collateral reports described on Schedule 6.02(e), at the times set forth therein;


 


(f)            
promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication
sent to the stockholders of the Lead Borrower, and copies of all annual, regular, periodic and special reports and registration statements
which the Lead Borrower may file or be required to file, copies of any report, filing or communication with the SEC under Section 13
or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may be substituted therefor, or with any national
securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;


 


(g)           
promptly after the furnishing thereof, copies of any requests or notices received by any Loan Party (other than in the ordinary
course of business), statement or report furnished to any holder of any Indebtedness of any Loan Party or of any of its Subsidiaries in
a principal amount greater than the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause
of this Section 6.02;


 






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(h)           
promptly after the receipt thereof by any Loan Party or any of its Subsidiaries, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or other
material inquiry by such agency regarding financial or other operational results of any Loan Party or any of its Subsidiaries;


 


(i)             
reasonably promptly after the assertion or occurrence thereof, notice of any action arising under any Environmental Law or otherwise
relating to any Hazardous Material against any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material
Adverse Effect;


 


(j)             
together with the delivery of each Compliance Certificate pursuant to Section 6.02(a), (i) a report supplementing Schedule 5.16
(in connection with the delivery of the annual financial statements only) and (ii) a description of each event, condition or circumstance
during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b);


 


(k)           
promptly upon receipt thereof, copies of any notice of default under, and any material amendment, supplement, waiver or other modification
of the First Lien Credit Agreement;


 





(l)             
 promptly upon receipt thereof, copies of any detailed audit reports, management letters or recommendations submitted to the board
of directors (or the audit committee of the board of directors) of the Lead Borrower by independent accountants in connection with
the accounts or books of the Lead Borrower or any Subsidiary, or any audit of any of them; and


 


(m)          
promptly, such additional information regarding the business, legal, financial or corporate affairs or operations of any Loan Party
or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent, the Collateral Agent or any Lender
(through the Administrative Agent) may from time to time reasonably request.


 


Notwithstanding
the foregoing, (A) the obligations in Sections 6.01(a) and (b) may be satisfied with respect to the financial statements
of Lead Borrower and its Restricted Subsidiaries by furnishing (1) the applicable financial statements of Parent and its Subsidiaries
or (2) Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC (provided, that, in each case, such information is accompanied
by consolidating information that explains in reasonable detail the differences (if any) between the information relating to Parent and
its Subsidiaries and the information relating to the Lead Borrower and the Restricted Subsidiaries, and (B) documents required
to be delivered pursuant to Sections 6.01(a) or (b) or Section 6.02(g) (to the extent any such documents
are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (1) on which the Lead Borrower posts such documents, or provides a link thereto on the Lead Borrower’s website
on the Internet at the website address listed on Schedule 10.02(a); or (2) on which such documents are posted on the
Lead Borrower’s behalf on IntraLinks/IntraAgency or another relevant Internet or intranet website, if any, to which each Lender
and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent);
provided, that, the Lead 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
if requested by Administrative Agent.


 






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The Lead Borrower hereby
acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders, the L/C Issuers and the
Collateral Agent materials and/or information provided by or on behalf of the Lead Borrower hereunder (collectively,
 “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system
(the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”; all
other Lenders, “Private Lenders”) may have personnel who do not wish to receive material non-public
information with respect to the Lead Borrower and its Affiliates, or the respective securities of any of the foregoing, and who may
be engaged in investment and other market-related activities with respect to such Persons’ securities. The Lead Borrower
hereby agrees that it will 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 Lead Borrower shall be deemed to have authorized the Administrative Agent, the Collateral Agent, the
Arrangers, the L/C Issuers 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 Lead Borrower, its Subsidiaries and their respective 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 be entitled to 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.” Each of Holdings and the Lead Borrower hereby (i) acknowledges and agrees that no Borrower Material delivered
pursuant to Section 6.01(a), 6.01(b) or 6.02(a) shall contain any material non-public information with respect
to Holdings, the Lead Borrower, its Subsidiaries and their respective securities for purposes of United States federal and state
securities laws and (ii) authorizes the Administrative Agent, the Collateral Agent, the Arrangers, the L/C Issuers and the Lenders
to treat all Borrower Materials delivered pursuant to Section 6.01(a), 6.01(b) or 6.02(a) as not containing any
material non-public information with respect to Holdings, the Lead Borrower, its Subsidiaries and their respective securities for
purposes of United States federal and state securities laws and as suitable for distribution to Public Lenders.


 


6.03         
Notices. Promptly notify the Administrative Agent and each Lender:


 


(a)           
of the occurrence of any Default or Event of Default;


 


(b)           
of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including arising out of
or resulting from (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary,
(ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary and any Governmental
Authority, (iii) the commencement of, or any development in, any litigation or proceeding affecting any Loan Party or any Restricted Subsidiary,
including pursuant to any applicable Environmental Laws or otherwise relating to any Hazardous Material and or in respect of IP Rights,
or (iv) the occurrence of any ERISA Event or Canadian Pension Event;


 


(c)           
of any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof;


 


(d)          
of the incurrence or issuance of any Indebtedness for which the Lead Borrower is required to make a mandatory prepayment pursuant
to Section 2.05(b)(i);


 


(e)           
of any failure by any Loan Party to pay rent (other than as explicitly permitted by the applicable lease) at (i) any of the Loan
Parties’ distribution centers or warehouses; (ii) 25% or more of such Loan Party’s store locations or (iii) any of such Loan
Party’s locations if such failure continues for more than ten days following the date on which such rent first came due and such
failure would be reasonably likely to result in a Material Adverse Effect; and


 


(f)            
of the filing of any Lien for unpaid Taxes against any Loan Party in excess of $5,000,000.


 






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Each notice pursuant to this Section shall be
accompanied by a statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence referred to therein and
stating what action the Lead Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a)
shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.


 


6.04         
Payment of Obligations. Pay, discharge or otherwise satisfy as the same shall become due and payable, all its obligations
and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets,
unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Lead Borrower or such Restricted Subsidiary; (b) all lawful claims which, if unpaid, would by law
become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained
in any instrument or agreement evidencing such Indebtedness except, in each case, to the extent the failure to pay or discharge the same
could not reasonably be expected to have a Material Adverse Effect.


 


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 except in a transaction permitted by Section 7.04 or 7.05, (b) take
all reasonable action to maintain all rights, privileges (including its good standing in each jurisdiction in which such qualification
is required), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c) preserve or renew all of its registered or
issued IP Rights to the extent appropriate consistent with its reasonable business judgment.


 


6.06         
Maintenance of Properties. (a) 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 casualty or condemnation
excepted, and (b) make all necessary renewals, replacements, modifications, improvements, upgrades, extensions and additions thereof or
thereto in accordance with prudent industry practice.


 


6.07         
Maintenance of Insurance. Maintain with financially sound and reputable insurance companies, insurance with respect to its
properties and business against loss or damage of the kinds customarily insured against by Persons of established reputation 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 of established reputation engaged in the same or similar businesses as the Lead Borrower and its Restricted
Subsidiaries) as are customarily carried under similar circumstances by such other Persons and providing for not less than 30 days’
(ten days’ in the case of cancellation for non-payment) prior written notice to the Administrative Agent of termination, lapse or
cancellation of any such insurance. Each Loan Party shall maintain flood insurance on all real property constituting Collateral, if any,
from such providers, in amounts and on terms in accordance with the Flood Laws or as otherwise satisfactory to all Lenders.


 


6.08          Compliance
with Laws. Comply in all respects with the requirements of all Laws and all orders, writs, injunctions, decrees and Permits and
duly observe all requirements of any foreign, Federal, state or local Governmental Authority, in each case, applicable to it or to
its business or property, except if the failure to comply therewith could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.


 






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6.09         
Books and Records. Maintain proper books of record and account, in which full, true and correct entries in conformity with
GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Lead Borrower
or such Restricted Subsidiary, as the case may be.


 


6.10         
Inspection Rights.


 


(a)           
Permit representatives and independent contractors of the Administrative Agent, the Collateral Agent and each L/C Issuer and Lender
to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts
therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at
the expense of the Lead Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired,
upon reasonable advance notice to the Lead Borrower; provided, that, excluding any such visits and inspections during the continuation
of an Event of Default, only the Collateral Agent on behalf of the Administrative Agent and the Lenders may exercise rights under this
Section 6.10 and, without limiting Section 6.10(b) or 6.10(c), the Collateral Agent shall not exercise such
rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall
be at the Lead Borrower’s expense; provided, further, that when an Event of Default exists the Administrative Agent,
the Collateral Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing
at the expense of the Lead Borrower at any time during normal business hours and without advance notice. The Administrative Agent, the
Collateral Agent, the L/C Issuers and the Lenders shall give the Lead Borrower the opportunity to participate in any discussions with
the Lead Borrower’s accountants.


 


(b)            Upon
the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including
investment bankers, consultants, accountants, and lawyers) retained by the Administrative Agent to conduct commercial finance
examinations and other evaluations, including, without limitation, of (i) the Lead Borrower’s practices in the computation of
the Borrowing Base (ii) the assets included in the Borrowing Base and related financial information such as, but not limited to,
sales, gross margins, payables, accruals and reserves and (iii) the Loan Parties’ business plan, forecasts and cash flows.
Except as otherwise provided below, all such costs, fees and expenses of such professionals shall be at the expense of the Loan
Parties. The Loan Parties acknowledge that at any time following the Second Restatement Effective Date and without regard to any
finance examinations provided to the Administrative Agent prior to the Second Restatement Effective Date, the Administrative Agent
shall undertake one commercial finance examination in each 12 month period at the Loan Parties’ expense; provided that
if Availability is less than 15% of the Line Cap at any time (the “Increased Inspection Trigger Event”),
the Administrative Agent may, in its discretion, undertake up to two commercial finance examinations in the 12 month period after
the occurrence of any Increased Inspection Trigger Event, at the Loan Parties’ expense. Notwithstanding the foregoing, the
Administrative Agent may cause additional commercial finance examinations to be undertaken (i) as it, in its discretion, deems
necessary or appropriate, but not more than one additional time during any 12 month period, and at its own expense, or (ii) if an
Event of Default shall have occurred and be continuing, at the expense of the Loan Parties.


 


(c)           
Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including
appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included
in the Borrowing Base. Except as otherwise provided below, all such costs, fees and expenses of such professionals shall be at the expense
of the Loan Parties. The Loan Parties acknowledge that the Administrative Agent shall undertake one Inventory appraisal in each 12 month
period at the Loan Parties’ expense; provided that if an Increased Inspection Trigger Event has occurred, the Administrative
Agent may, in its discretion, undertake up to two Inventory appraisals in the 12 month period after the occurrence of any Increased Inspection
Trigger Event, at the Loan Parties’ expense; provided, further, that after the occurrence and during the continuance of a Default
or an Event of Default, the Administrative Agent may, in its discretion, undertake one additional Inventory appraisal, at the Loan Parties’
expense. Notwithstanding the foregoing, the Administrative Agent may cause additional appraisals to be undertaken as it in its discretion
deems necessary or appropriate, but not more than one additional time during any 12 month period, and at its own expense.


 






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6.11         
Use of Proceeds. Use the proceeds of the Revolving Credit Borrowings (a)  to issue Letters of Credit in the ordinary
course of business, (b) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and
the transactions contemplated hereby and thereby, (c) to finance or refinance the working capital and capital expenditures needs of the
Lead Borrower and its Restricted Subsidiaries (including, without limitation, to refinance the Existing Canadian ABL Facility on the Second
Restatement Effective Date) and (d) for general corporate purposes (including any actions permitted by Article VII) of the Restricted
Group.


 


6.12         
Covenant to Guarantee Obligations and Give Security.


 


(a)            
Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary other than an Excluded Subsidiary by any
Loan Party (provided that each of (i) any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted
Subsidiary and (ii) any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Restricted Subsidiary shall be deemed
to constitute the acquisition of a Restricted Subsidiary for all purposes of this Section 6.12), or upon the acquisition of
any personal property (other than “Excluded Property,” as defined in the applicable Security Agreement) by any Loan Party,
which personal property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected Lien in favor of the
Collateral Agent for the benefit of the Secured Parties, then the Lead Borrower shall, in each case at the Lead Borrower’s expense:


 





(i)             
 in connection with the formation or acquisition of a Restricted Subsidiary, within 30 days after such formation or acquisition
or such longer period as the Administrative Agent may agree in its sole discretion, (A) cause each such Restricted Subsidiary that is
not an Excluded Subsidiary, to duly execute and deliver to the Administrative Agent and the Collateral Agent a Guaranty or Guaranty supplement,
in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, Guaranteeing the other Loan Parties’
obligations under the Loan Documents, and (B) (if not already so delivered and to the extent such Equity Interests are evidenced by certificates)
deliver certificates representing the Equity Interests of such Restricted Subsidiary accompanied by undated stock powers or other appropriate
instruments of transfer executed in blank and instruments evidencing the Pledged Debt of such Subsidiary indorsed in blank to the Collateral
Agent, together with supplements to the applicable Security Agreement (and, if applicable, supplements to the other Collateral Documents)
with respect to the pledge of any Equity Interests or Indebtedness and any additional assets of such Restricted Subsidiary in accordance
with the applicable Security Agreement, Intellectual Property Security Agreement and other Collateral Documents, as specified by and in
form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the applicable Security
Agreement, Intellectual Property Security Agreement and the other Collateral Documents), securing payment of all the ABL Obligations of
the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties;


 


(ii)             
within 30 days after such formation or acquisition, or such longer period as the Administrative Agent may agree in its sole discretion,
furnish to the Administrative Agent and the Collateral Agent a supplement to the Perfection Certificate with respect to the Collateral
and applicable information pertaining to such Restricted Subsidiary, in form and substance reasonably satisfactory to the Administrative
Agent and the Collateral Agent;


 


(iii)            
within 30 days after such formation or acquisition, or such longer period as the Administrative Agent may agree in its sole discretion,
duly execute and deliver, and cause each such Restricted Subsidiary that is not an Excluded Subsidiary to duly execute and deliver, to
the Administrative Agent and the Collateral Agent other agreements, documents and instruments as specified by and in form and substance
reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the applicable Security Agreement), securing
payment of all the ABL Obligations of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting
Liens on all such properties;


 






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(iv)             within
30 days after such formation or acquisition, or such longer period as the Administrative Agent may agree in its sole discretion,
take, and cause such Restricted Subsidiary that is not an Excluded Subsidiary to take, whatever additional action (including,
without limitation, the filing of Uniform Commercial Code financing statements and PPSA filings, the giving of notices and the
endorsement of notices on title documents and delivery of stock and membership interest certificates) as may be necessary or
advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the
Collateral Agent designated by it) valid and subsisting Liens (to the extent required by the Collateral Documents) on the properties
purported to be subject to the Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other
Collateral Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their
terms;


 


(v)             
[reserved]; and


 


(vi)            
at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such
other action as the Administrative Agent or the Collateral Agent in its or their reasonable judgment may deem necessary or desirable in
obtaining the full benefits of, or in perfecting and preserving the Liens of, such Guaranties, Security Agreement Supplements, Intellectual
Property Security Agreement Supplements and other Collateral Documents.


 


(b)            
Notwithstanding the foregoing, the Collateral Agent shall not take a security interest in those assets as to which the Administrative
Agent shall determine, in its reasonable discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles
or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby.


 


(c)            
For the avoidance of doubt, changes in organization of a Loan Party or any of its Restricted Subsidiaries (such as conversion of
a corporation into a limited liability company) shall not constitute a formation or acquisition of a Restricted Subsidiary; provided
that within ten days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) such converted
entity shall deliver such instruments and documents (including Uniform Commercial Code financing statements and affirmation of its obligations
under the Loan Documents and PPSA filings) and take all such other action as the Administrative Agent or the Collateral Agent may deem
necessary or desirable in preserving the continuing validity and perfection of the Collateral Agent’s Lien on the Collateral owned
by (or, in the case of Equity Interests of such Person included in the Collateral, issued by) such Person.


 


(d)            
Notwithstanding anything to the contrary contained herein (including Section 6.14 hereof and this Section 6.12) or
in any other Loan Document, the Administrative Agent shall not accept delivery of any supplement or joinder to any Loan Document with
respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer”
under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such
Subsidiary and the Administrative Agent and each Lender has completed its respective Patriot Act searches, OFAC/PEP searches and customary
individual background checks for such Subsidiary, the results of which shall be satisfactory to the Administrative Agent and each Lender,
respectively.


 





6.13           Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) comply, and make all reasonable efforts to cause
all lessees operating or occupying its owned, leased or operated properties to comply, with all applicable Environmental Laws and Environmental
Permits; (b) obtain and renew all Environmental Permits necessary for its operations and owned, leased or operated properties; and (c)
conduct any investigation, remediation or other response action necessary to address any Environmental Release of Hazardous Materials
at any of its owned, leased or operated properties, to the extent required by, and in accordance with, applicable Environmental Laws.


 






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6.14         
Further Assurances, Post Closing Obligations.


 


(a)            
Promptly upon request by the Administrative Agent, the Collateral Agent, any L/C Issuer or any Lender through the Administrative
Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of
any Loan 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, the Collateral Agent, any L/C Issuer or any Lender through the Administrative Agent, may reasonably require
from time to time in order to carry out more effectively the purposes of the Loan Documents.


 


(b)            
No later than December 30, 2022 (or such later date as may be agreed by Administrative Agent in writing in its discretion), cause
Administrative Agent to receive duly executed counterparts of a Canadian Deed of Hypothec, in form and substance reasonably satisfactory
to Administrative Agent, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified therein,
each properly executed by a Responsible Officer of the signing Loan Party.


 


(c)            
Within 60 days after the Second Restatement Effective Date (or such later date as may be agreed by Collateral Agent in writing
in its discretion), deliver to the Collateral Agent modified insurance certificates and endorsements, in form and substance reasonably
satisfactory to the Collateral Agent.


 


(d)            
Within 60 days after the Second Restatement Effective Date (or such later date as may be agreed by Collateral Agent in writing
in its discretion), deliver to the Collateral Agent evidence that the registrations with respect to trademarks of Ames Tools Corporation,
registered in the former names of the applicable Loan Parties, have been amended of record with the applicable Governmental Authorities,
in form and substance reasonably satisfactory to the Collateral Agent.


 


(e)            
Within 60 days after the Second Restatement Effective Date (or such later date as may be agreed by Administrative Agent in writing
in its discretion), deliver to the Administrative Agent evidence of the dissolution of Rocket Installation, Inc., a Georgia corporation,
in form and substance reasonably satisfactory to the Administrative Agent.


 





(f)            
 No later than the earlier of (i) 45 days after the Second Restatement Effective Date  (or such later date as may be agreed
by Administrative Agent in writing in its discretion) and (ii) the date of the effectiveness of the Canadian Collateral Documents (as
defined in the First Lien Credit Agreement), cause to be delivered to the Administrative Agent executed counterparts of an amendment to
the ABL/Term Intercreditor Agreement, by each Loan Party, the Administrative Agent, and the Term Loan Agent, in form and substance reasonably
satisfactory to the Administrative Agent and the Required Lenders.


 






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6.15         
OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. Each Loan Party will, and will cause each of its Subsidiaries
to, comply (a) with all applicable Sanctions and (b) in all material respects, with Anti-Corruption Laws and Anti-Money Laundering Laws.
Each of the Loan Parties and its Subsidiaries shall implement and maintain in effect policies and procedures reasonably designed to ensure
compliance by the Loan Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with
Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws.


 


6.16         
Conference Calls. With respect to each full fiscal year for which financial statements have been delivered pursuant to Section ‎6.01(a),
not later than 20 days after the delivery of the financial statements with respect to such fiscal year pursuant to Section 6.01(a),
hold, at the request of the Administrative Agent (a) a telephonic conference call with all Lenders who choose to attend such conference
call, on which conference call shall be reviewed the financial results and the financial condition of the Lead Borrower and its Restricted
Subsidiaries for, and as of the last day of, such fiscal year, and (b) a telephonic conference call with all Private Lenders who choose
to attend such conference call, on which conference call shall be reviewed the projections presented for the then-current fiscal year
of the Lead Borrower; it being understood that only one such call pursuant to each of clauses ‎(a) and ‎(b)
shall be held per calendar year.


 


6.17          
ERISA.


 


(a)            
Provide to the Administrative Agent promptly following receipt thereof, copies of any documents described in Section 101(k) or
101(l) of ERISA that any Loan Party or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided that if the Loan
Parties or any of their respective ERISA Affiliates have not requested such documents or notices from the administrator or sponsor of
the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Loan Parties and/or their ERISA Affiliates
shall promptly make a request for such documents or notices from such administrator or sponsor and the Lead Borrower shall provide copies
of such documents and notices to the Administrative Agent promptly after receipt thereof.


 


(b)            
Provide to the Administrative Agent, copies of (i) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series)
filed by any Loan Party or any ERISA Affiliate with the IRS with respect to each Plan; (ii) the most recent actuarial valuation report
for each Plan and (iii) such other documents or governmental reports, filings or findings relating to any Plan (or employee benefit plan
sponsored or contributed to by any Loan Party), as the Administrative Agent shall reasonably request.


 





6.18         
 Cash Management.


 


(a)            
[Reserved].


 


(b)            
Within 90 days after the Second Restatement Effective Date (or such longer period as the Collateral Agent may agree in writing),
enter into a Blocked Account Agreement satisfactory in form and substance to the Collateral Agent with each Blocked Account Bank with
respect to each DDA maintained with such Blocked Account Bank (collectively, the “Blocked Accounts”).


 






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(c)            
During a Cash Dominion Trigger Period, cause the ACH or wire transfer to the concentration account maintained by the Collateral
Agent at Wells Fargo or any other bank that the Collateral Agent may reasonably agree (the “Concentration Account”),
no less frequently than daily or, in the case of clause (iv) below, the morning of the Business Day following the Business Day on which
the balance in any DDA referred to therein exceeds $50,000 (and whether or not there are then any outstanding ABL Obligations), all cash
receipts and collections received by each Loan Party from all sources, including, without limitation, the following:


 


(i)              
all available cash receipts from the sale of Inventory (including without limitation, proceeds of credit card charges) and other
assets (whether or not constituting Collateral);


 


(ii)             
all proceeds of collections of Accounts;


 


(iii)           
all net cash proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of
any Disposition or other transaction or event; and


 


(iv)           
the then contents and entire ledger balance of each DDA (net of any minimum balance, not to exceed $50,000, as the Borrower may
be required to be kept in the subject DDA by the depository institution or securities intermediate at which such DDA is maintained).


 


(d)            The
Concentration Account shall at all times during a Cash Dominion Trigger Period be under the sole dominion and control of the
Collateral Agent. The Loan Parties hereby acknowledge and agree that (i) the Loan Parties have no right of withdrawal from the
Concentration Account, without the consent of the Collateral Agent, (ii) the funds on deposit in the Concentration Account shall at
all times be collateral security for all of the ABL Obligations, (iii) the funds on deposit in the Concentration Account shall be
applied to the ABL Obligations as provided in this Agreement and (iv) any funds remaining on deposit in the Concentration Account
after payment in full of the ABL Obligations that are then due and payable shall be promptly (and in any event not later than the
next Business Day after the receipt thereof) remitted to the Loan Parties to be used for any purpose not inconsistent with this
Agreement. In the event that, notwithstanding the provisions of this Section 6.18, any Loan Party receives or otherwise has
dominion and control of any such cash receipts or collections, such receipts and collections shall be held in trust by such Loan
Party for the Collateral Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account
of such Loan Party and shall, not later than the Business Day following the receipt thereof, be deposited into the Concentration
Account or dealt with in such other fashion as such Loan Party may be instructed by the Collateral Agent.


 


(e)              
Upon the request of the Collateral Agent, cause bank statements and/or other reports to be delivered to the Collateral Agent not
less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds
as set forth above.


 


6.19         
Physical Inventories.


 


(a)           
Cause not less than one physical inventory count to be undertaken, at the expense of the Loan Parties, in each fiscal year and
periodic cycle counts, in each case consistent with past practices, conducted by such inventory takers as are satisfactory to the Administrative
Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory count or as otherwise
may be satisfactory to the Administrative Agent. The Administrative Agent, at the expense of the Loan Parties, may participate in and/or
observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party. The Lead Borrower, within 30 days
following the completion of such inventory count, shall provide the Administrative Agent with a reconciliation of the results of such
inventory count (as well as of any other physical inventory or cycle counts undertaken by a Loan Party) and shall post such results to
the Loan Parties’ stock ledgers and general ledgers, as applicable.


 






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(b)            
Permit the Administrative Agent, in its discretion, if any Event of Default exists, to cause additional such inventory counts to
be taken as the Administrative Agent determines (each, at the expense of the Loan Parties).


 


(c)             
Cause any property that is subject to any Lien permitted under Section 7.01(p) or (dd) to be easily identifiable
and segregated from any other property of the Loan Parties.


 


Article
VII

NEGATIVE COVENANTS


 


So long as any Lender shall
have any Revolving Credit Commitment hereunder, any Loan or other ABL Obligation hereunder (other than ABL Obligations arising under Secured
Cash Management Agreements and Secured Hedge Agreements) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter
of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized
or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place), (A) (except with respect to Section 7.15)
the Lead Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly and (B) (with respect to
Section 7.15) Holdings shall not:


 





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 pursuant to any Loan Document;


 


(b)            
Liens existing on the Second Restatement Effective Date and listed on Schedule 7.01(b) and any modifications, replacements,
renewals or extensions thereof; provided, that (i) the Lien does not extend to any additional property other than (A) after-acquired
property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03,
and (B) proceeds and products thereof and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens
is permitted by Section 7.03;


 


(c)             
Liens for taxes, assessments or governmental charges which are either (x) immaterial to the Restricted Group taken as a whole
or (y) not overdue for a period of more than 30 days and which are being contested in good faith and by appropriate proceedings diligently
conducted, and adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(d)             
statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors
or other like Liens arising in the ordinary course of business which secure amounts not overdue for a period of more than 30 days and
which are being contested in good faith and by appropriate proceedings diligently conducted and adequate reserves with respect thereto
are maintained on the books of the applicable Person in accordance with GAAP;


 


(e)             
pledges or deposits in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance
and other social security legislation and (ii) securing liability for reimbursement or indemnification obligations of (including obligations
in respect of bank Guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings or
any of its Restricted Subsidiaries;


 






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(f)             
deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed
money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including
(i) those to secure health, safety and environmental obligations and (ii) those required or requested by any Governmental Authority
other than letters of credit) incurred in the ordinary course of business;


 


(g)            
easements, rights-of-way, sewers, electric lines, telegraph and telephone lines, restrictions (including zoning restrictions),
encroachments, protrusions and other similar encumbrances and minor title defects affecting real property which, individually and in the
aggregate, do not in any case materially interfere with the ordinary conduct of the business of the applicable Person;


 


(h)             
Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);


 





(i)              
 Liens securing Indebtedness permitted under Section 7.03(e); provided, that (i) such Liens attach concurrently
with or within 270 days after the acquisition, repair, replacement or improvement (as applicable) of the property subject to such Liens,
(ii) such Liens do not at any time encumber any property (except for replacements, additions and accessions to such property) other than
the property financed by such Indebtedness and the proceeds and the products thereof and (iii) with respect to Capitalized Leases, such
Liens do not at any time extend to or cover any assets other than the assets subject to such Capitalized Leases and the proceeds and products
thereof and customary security deposits; provided that individual financings of equipment provided by one lender may be cross collateralized
to other financings of equipment provided by such lender;


 


(j)             
Liens on cash, Cash Equivalents or other property arising in connection with any defeasance, discharge or redemption of Indebtedness;


 


(k)             
leases, licenses, subleases or sublicenses granted to others in the ordinary course of business and not interfering in any material
respect with the business of the Lead Borrower or any of its Restricted Subsidiaries (other than Immaterial Subsidiaries);


 


(l)              
Liens 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;


 


(m)            
Liens (i) of a collection bank arising under Section 4-210 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 (including the right of set-off) and which are within the general parameters customary in the banking industry; and (iv) incurred
in connection with a cash management program established in the ordinary course of business;


 


(n)            
Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(i)
or (o) to be applied against the purchase price for such Investment, or (ii) consisting of an agreement to Dispose of any
property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition,
as the case may be, would have been permitted on the date of the creation of such Lien;


 


(o)            
Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness permitted under Section 7.03(f);


 






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(p)             Liens
existing on property at the time of its acquisition or existing on the property of any Person that becomes a Restricted Subsidiary
(excluding Liens existing on property of any Person designated as a Restricted Subsidiary in accordance with the second sentence of
the definition of “Unrestricted Subsidiary,” provided, however, the foregoing exclusion shall not apply to
Liens existing on property that would have otherwise been permitted by this Section 7.01(p) had such Unrestricted Subsidiary
been a Restricted Subsidiary at the time such property was acquired by such Unrestricted Subsidiary) after the Second Restatement
Effective Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary); provided that
(i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien
does not extend to or cover any other assets or property (other than the proceeds or products thereof), and (iii) the
Indebtedness secured thereby is permitted under Section 7.03(k)(B);


 


(q)            
Liens arising from precautionary Uniform Commercial Code financing statement filings regarding leases entered into by the Lead
Borrower or any of its Restricted Subsidiaries in the ordinary course of business;


 


(r)              
any interest or title of a lessor, sublessor, licensee, sublicensee, licensor or sublicensor under any lease or license agreement
in the ordinary course of business permitted by this Agreement;


 


(s)             
Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the
Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;


 


(t)              
Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02;


 


(u)            
Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts
or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;


 


(v)            
[Reserved];


 


(w)            
Permitted Term Indebtedness Liens;


 


(x)             
Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other
financial institutions not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts
of the Lead Borrower or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the
ordinary course of business of the Lead Borrower or any of its Restricted Subsidiaries, or (iii) relating to purchase orders and other
agreements entered into with customers of the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business;


 


(y)            
(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 Lead Borrower or any
of its Restricted Subsidiaries (other than Immaterial Subsidiaries);


 






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(z)             
 Liens solely on any cash earnest money deposits or other similar escrow arrangements made by the Lead Borrower or any of its Restricted
Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;


 


(aa)           
Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress
or partial payments by a third party relating to such property or assets;


 


(bb)          
Liens (including put and call arrangements) on Equity Interests or other securities of any Unrestricted Subsidiary that secure
Indebtedness of such Unrestricted Subsidiary;


 


(cc)           
Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 


(dd)          
other Liens securing Indebtedness and other obligations outstanding in an aggregate principal amount not to exceed the greater
of $30,000,000 and 2% of Consolidated Total Assets; and


 


(ee)           
Liens on the Collateral securing Indebtedness permitted to be incurred pursuant to Section 7.03(t); provided, that
(A) the Specified Transaction Conditions are satisfied and (B) such Liens are (i) junior to the Liens on the ABL Priority Collateral securing
ABL Obligations pursuant to the ABL/Term Intercreditor Agreement or other customary intercreditor agreement that is reasonably satisfactory
to the Administrative Agent and that is entered into among the Collateral Agent, the First Lien Collateral Agent, such other collateral
agent and the Loan Parties and which provides for lien sharing and for the junior or pari passu (subject to the foregoing clause
(i)) treatment of such Liens relative to the Liens securing the ABL Obligations and (ii) granted under collateral documents (which
are substantially similar to the Collateral Documents or otherwise reasonably satisfactory to the Administrative Agent) to a collateral
agent for the benefit of the holders of such Indebtedness.


 


7.02           
Investments. Make or hold any Investments, except:


 


(a)             
Investments held by the Lead Borrower or such Restricted Subsidiary in the form of Cash Equivalents;


 


(b)             
loans or advances to officers, directors and employees of Holdings and its Restricted Subsidiaries (i) in an aggregate amount
not to exceed $5,000,000 at any one time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes (including
payroll payments in the ordinary course of business), and (ii) in connection with such Person’s purchase of Equity Interests
of Holdings or any direct or indirect parent thereof in an aggregate amount not to exceed $3,000,000;


 


(c)            
Investments (i) by any Loan Party in the Lead Borrower or any Subsidiary Guarantor (including any new Restricted Subsidiary which
becomes a Subsidiary Guarantor), (ii) by any Restricted Subsidiary of the Lead Borrower that is not a Loan Party in any Loan Party
(other than Holdings) or in any other such Restricted Subsidiary that is also not a Loan Party and (iii) by any Loan Party in any Restricted
Subsidiary of the Lead Borrower that is not a Loan Party; provided that the aggregate amount of Investments made pursuant to this
clause (c)(iii) (other than any such Investments made for the purpose of consummating a substantially simultaneous Permitted Acquisition
by the applicable Restricted Subsidiary pursuant to Section 7.02(i)) following the Second Restatement Effective Date, together
with the aggregate amount of Investments made pursuant to Section 7.02(i)(B), shall not exceed $40,000,000 at any one time
outstanding;


 






    	 	155	 



     


    

 


(d)            
Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant
of trade credit in the ordinary course of business (including advances made to distributors consistent with past practice), Investments
received in satisfaction or partial satisfaction thereof from financially troubled account debtors, and Investments consisting of prepayments
to suppliers in the ordinary course of business and consistent with past practice;


 


(e)            
Investments arising out of transactions permitted under Sections 7.01, 7.03 (other than Section 7.03(d)(B)(2)),
7.04 (other than Sections 7.04(a)(ii)(B), 7.04(c)(ii) and 7.04(d)), 7.05 (other than Section 7.05(f)(C)),
7.06 (other than Section 7.06(d) with respect to Investments under Section 7.02) and 7.14;


 


(f)             
Investments existing on the Second Restatement Effective Date and set forth on Schedule 7.02(f) and any modification,
replacement, renewal or extension thereof; provided, that the amount of the original Investment is not increased except by the
terms of such Investment or as otherwise permitted by this Section 7.02;


 


(g)            
Investments in Swap Contracts permitted under Section ‎7.03(g);


 


(h)            
promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05
(other than Section 7.05(f));


 


(i)             
the purchase or other acquisition of all or substantially all of the property and assets or business of, any Person or of assets
constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person (such assets
or Person being referred to herein as the “Acquired Business”) that, upon the consummation thereof, will be
a Restricted Subsidiary (including, without limitation, as a result of a merger, amalgamation, or consolidation); provided that,
with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):


 


(A)            
each applicable Loan Party and any such newly created or acquired Restricted Subsidiary shall have complied with the requirements
of Section 6.12;


 






    	 	156	 



     


    

 



 


(B)           the
total cash and noncash consideration (including, without limitation, the fair market value of all Equity Interests issued or
transferred to the sellers thereof, earnouts and other contingent payment obligations to such sellers and all assumptions of
Indebtedness in connection therewith) paid by or on behalf of the Lead Borrower and its Restricted Subsidiaries for any such
purchase or other acquisition of an entity that does not become a Guarantor or of assets that do not become Collateral because such
assets are owned by an entity that is not required to become a Guarantor, when aggregated with the total cash and noncash
consideration paid by or on behalf of the Borrower and its Restricted Subsidiaries for all other purchases and other acquisitions
made by the Borrower and its Restricted Subsidiaries of entities that do not become Guarantors or of assets that do not become
Collateral, pursuant to this Section 7.02(i)(B), together with the aggregate amount of Investments made pursuant to Section 7.02(c)(iii),
shall not exceed $40,000,000;


 


(C)          
immediately before and immediately after giving effect to any such purchase or other acquisition, no Default or Event of Default
shall have occurred and be continuing;


 


(D)         
the Acquired Business shall be an operating company or division or line of business that engages in a line of business substantially
similar, reasonably related or incidental to the business that the Lead Borrower and its Subsidiaries are engaged in on the Second Restatement
Effective Date;


 


(E)          
in the case of the acquisition of the Equity Interests of another Person, the Board of Directors of such other Person to be acquired
shall have duly approved such acquisition and such Person shall not have announced that it will oppose such acquisition and shall not
have commenced any action which alleges that such acquisition will violate applicable Law; and


 


(F)         
The Lead Borrower shall have delivered to the Administrative Agent, on behalf of the Lenders, at least one Business Day prior to
the date on which any such purchase or other acquisition is to be consummated, a certificate of a Responsible Officer of the Lead Borrower,
in form and substance reasonably satisfactory to the Administrative Agent, certifying that all of the requirements set forth in this clause ‎(i)
have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;


 


(j)           
Investments in Joint Ventures, such Investments not to exceed $20,000,000 at any one time outstanding; provided that prior
to making any Investments under this Section 7.02(j), the Lead Borrower shall have delivered a statement in reasonable detail
from the Lead Borrower setting out the business rationale for such Investment;


 


(k)          
Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit and (ii) customary
trade arrangements with customers consistent with past practices;


 






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(l)           
 Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of
suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the
ordinary course of business and upon the foreclosure with respect to any secured Investment or other transfer of title with respect to
any secured Investment;


 


(m)         
the licensing, sublicensing or contribution of IP Rights pursuant to joint research development or marketing arrangements with
Persons other than the Lead Borrower and its Restricted Subsidiaries consistent with past practices;


 


(n)          
loans and advances to Holdings 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 to Holdings in accordance with Sections 7.06(e),
7.06(f) or 7.06(i) (so long as such amounts are counted as Restricted Payments for purposes of such sections);


 


(o)          
so long as immediately after giving effect to any such Investment, no Default or Event of Default has occurred and is continuing,
other Investments (including for greater certainty Investments in non-Loan Parties and Permitted Acquisitions thereof in excess of limitations
set forth in the foregoing clauses (c)(iii) and ‎(i)(B), respectively) not exceeding the greater of $40,000,000 and
2.5% of Consolidated Total Assets at any one time outstanding; provided, however, that, such amount may be increased by
the Net Cash Proceeds of Permitted Equity Issuances (other than Net Cash Proceeds constituting any Cure Amount), except to the extent
such Net Cash Proceeds have been applied to make Restricted Payments pursuant to Section 7.06(c) or prepayments, redemptions, repurchases,
defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to Section 7.14 or to make previous Investments
pursuant to this Section 7.02(o);


 


(p)          
pledges or deposits (x) with respect to leases or utilities provided to third parties in the ordinary course of business or (y)
otherwise made in connection with Liens permitted under Section 7.01;


 


(q)          
loans or advances made to distributors in the ordinary course of business and consistent with past practice;


 


(r)          
Investments to the extent that payment for such Investments is made solely by the issuance of Equity Interests (other than Disqualified
Equity Interests) of Holdings (or any direct or indirect parent of Holdings) to the seller of such Investments;


 


(s)           Investments
of a Restricted Subsidiary that is acquired after the Second Restatement Effective Date or of a company merged or amalgamated or
consolidated into the Lead Borrower or merged, amalgamated or consolidated with a Restricted Subsidiary, in each case in accordance
with Section 7.04 after the Second Restatement Effective Date to the extent that such Investments were not made in
contemplation of or in connection with such acquisition, merger, amalgamation or consolidation, do not constitute a material portion
of the aggregate assets acquired by the Lead Borrower and its Restricted Subsidiaries in such transaction and were in existence on
the date of such acquisition, merger, amalgamation, or consolidation; and


 






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(t)           
Investments not otherwise permitted under this Section 7.02 (including for greater certainty Investments in non-Loan Parties
and Permitted Acquisitions thereof in excess of limitations set forth in the foregoing clauses (c)(iii) and (i)(B), respectively);
provided that, the Specified Transaction Conditions are satisfied.


 


7.03        
Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)           
Indebtedness of the Loan Parties in respect of the ABL Obligations;


 


(b)          
Indebtedness outstanding or committed to be incurred on the Second Restatement Effective Date and listed on Schedule 7.03(b)
and any Permitted Refinancing thereof;


 


(c)          
Guarantees of any Loan Party (other than Holdings) in respect of Indebtedness of the Lead Borrower or a Restricted Subsidiary otherwise
permitted hereunder;


 


(d)          
Indebtedness of (A) any Loan Party owing to any other Loan Party, (B) any Restricted Subsidiary that is not a Loan Party owed to
(1) any other Restricted Subsidiary that is not a Loan Party or (2) any Loan Party constituting an Investment permitted under Section 7.02(c),
7.02(i), 7.02(o) or ‎7.02(t), (C) any Loan Party to any Restricted Subsidiary which is not a Loan Party; provided
that all such Indebtedness pursuant to this clause (d) shall be (1) unsecured, (2) evidenced by the Intercompany Note, (3) if owed
to a Loan Party, subject to the Collateral Agent’s perfected security interest pursuant to the Collateral Documents with the priority
specified in the ABL/Term Intercreditor Agreement and (4) if owed by a Loan Party, expressly subordinated in right of payment to the payment
in full of the ABL Obligations on terms reasonably satisfactory to the Administrative Agent, and (D) the Canadian ULC in the form of the
Specified Intercompany Debt;


 


(e)          
Attributable Indebtedness and purchase money obligations (including obligations in respect of mortgage, industrial revenue bond,
industrial development bond and similar financings) to finance the purchase, lease, repair or improvement of any assets (whether through
the direct purchase of assets or the Equity Interests of any Person owning such assets) used in the business of the Borrowers or any Restricted
Subsidiary, in each case within the limitations set forth in Section 7.01(i); provided, however, that the aggregate
amount of all Indebtedness incurred pursuant to this Section 7.03(e) at any one time outstanding, including all Permitted Refinancing
thereof incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this Section 7.03(e),
shall not exceed $275,000,000;


 


(f)           
Indebtedness of the Restricted Subsidiaries that are not Subsidiary Guarantors in an aggregate amount at any one time outstanding
not to exceed $15,000,000;


 






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(g)          
 Indebtedness in respect of Swap Contracts designed to hedge against fluctuations in interest rates, foreign exchange rates or
commodities pricing risks incurred in the ordinary course of business and not for speculative purposes;


 


(h)          
guarantees incurred by the Lead Borrower or a Restricted Subsidiary in the ordinary course of business in respect of obligations
(not for money borrowed) of a Restricted Subsidiary to a supplier, customer, franchisee, lessor or licensee that in each case is not an
Affiliate;


 


(i)            
Indebtedness representing deferred compensation to employees of the Lead Borrower and its Restricted Subsidiaries;


 


(j)            
Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their
respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings or its direct or indirect
parent permitted by Section 7.06;


 


(k)           
(A) Indebtedness incurred by the Lead Borrower or its Restricted Subsidiaries in a Permitted Acquisition or a Disposition permitted
under Section 7.05 under agreements providing for the adjustment of the purchase price or similar adjustments and (B) Indebtedness
of any Person acquired pursuant to a Permitted Acquisition that is secured, if at all, only by Liens permitted by Section 7.01(p);
provided that (x) such Indebtedness was not incurred in contemplation of such Permitted Acquisition, (y) immediately before
and immediately after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (z) the aggregate
principal amount of all such Indebtedness shall not exceed $10,000,000;


 


(l)           
Indebtedness arising from agreements of the Lead Borrower or a Restricted Subsidiary providing for customary indemnification, deferred
purchase price, obligations in respect of earnouts or other adjustments of purchase price or, in each case, similar obligations, in each
case, incurred or assumed in connection with the Permitted Acquisition, or other acquisition or Disposition of any business or assets
or Person or any Equity Interests of a Subsidiary otherwise permitted hereunder, provided that, with respect to Dispositions, the
maximum liability of the Lead Borrower and the Restricted Subsidiaries in respect of all such Indebtedness shall at no time exceed the
gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent
changes in value), actually received by the Lead Borrower and the Restricted Subsidiaries in connection with such Disposition;


 


(m)         
Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with deposit
accounts;


 


(n)          
Indebtedness in an aggregate principal amount not to exceed the greater of $40,000,000 and 2.5% of Consolidated Total Assets at
any time outstanding;


 


(o)           Indebtedness
in respect of (A) workers’ compensation claims, self-insurance obligations, bankers’ acceptances, customs, Taxes and
other similar tax guarantees, in each case incurred in the ordinary course of business and not in connection with the borrowing of
money and (B) any customary cash management, cash pooling or netting or setting-off arrangements incurred in the ordinary course of
business;


 






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(p)         
(A) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements,
in the case of the foregoing clauses (a) and (b) in the ordinary course of business and (B) Indebtedness incurred by
the Lead Borrower or any of its Restricted Subsidiaries in respect of bank Guarantees, 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, or other Indebtedness with respect to reimbursement type obligations
regarding workers compensation claims; provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following
the due date thereof;


 


(q)         
obligations in respect of performance, bid, appeal and surety bonds and performance and completion Guarantees and similar obligations
provided by the Lead Borrower or any of its Restricted Subsidiaries in the ordinary course of business;


 


(r)           
[reserved];


 


(s)          
Indebtedness constituting Permitted Term Indebtedness in an aggregate amount at any one time outstanding not to exceed the Permitted
Term Indebtedness Cap; and


 


(t)           
Indebtedness not otherwise permitted under this Section 7.03; provided that, (i) the Specified Transaction Conditions
are satisfied and (ii) such Indebtedness shall not have a maturity date that is earlier than the Maturity Date of all Revolving Credit
Loans in effect at the time of such incurrence.


 


7.04        
Fundamental Changes. Merge, dissolve, liquidate, amalgamate or 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, except that, so long as no Event of Default exists or would result therefrom:


 


(a)           any
Restricted Subsidiary may merge or amalgamate with (i) the Lead Borrower (including a merger, the purpose of which is to reorganize
the Lead Borrower into a new jurisdiction), provided, that the Lead Borrower shall be the continuing or surviving Person or
the surviving Person shall be a Person organized and existing under the laws of the United States or any state thereof and shall
expressly assume the obligations of the Lead Borrower pursuant to documents reasonably acceptable to the Administrative Agent or
(ii) any one or more other Restricted Subsidiaries, provided, that when (A) any U.S. Borrower or U.S. Guarantor is merging
with another Restricted Subsidiary, the U.S. Borrower or U.S. Guarantor, as applicable (and if such merger involves both a U.S.
Borrower and a U.S. Guarantor, such U.S. Borrower) shall be the continuing, surviving, or succeeding Person and further provided,
that, with respect to the Canadian Loan Parties, any Canadian Loan Party (other than the Canadian Borrower) may merge, combine,
amalgamate or consolidate with the Canadian Borrower or a Canadian Guarantor so long as a Canadian Borrower or Canadian Guarantor is
the continuing, surviving, or succeeding Person or (B) to the extent constituting an Investment, such Investment must be a permitted
Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with Sections 7.02 and 7.03;


 






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(b)          
(i) any Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Subsidiary that is not
a Loan Party and (ii) any Subsidiary may liquidate or dissolve, or the Lead Borrower or any Subsidiary may (if the perfection and priority
of the Liens securing the ABL Obligations is not adversely affected thereby) change its legal form if the Lead Borrower determines in
good faith that such action is in the best interest of the Lead Borrower and its Subsidiaries and is not disadvantageous to the Lenders
(it being understood that in the case of any dissolution of a Subsidiary that is a Borrower or a Guarantor, such Subsidiary shall at or
before the time of such dissolution transfer its assets to another Subsidiary that is a Borrower or a Guarantor; and in the case of any
change in legal form, a Subsidiary that is a Borrower or a Guarantor will remain a Borrower or Guarantor, as applicable, unless such Borrower
or Guarantor, as applicable, is otherwise permitted to cease being a Borrower or Guarantor, as applicable, hereunder);


 


(c)          
any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the
Lead Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Borrower or a Guarantor,
then (i) the transferee must either be the Lead Borrower or another Borrower or a Guarantor or (ii) to the extent constituting an Investment,
such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiary which is not a Loan Party in accordance with
Sections 7.02 and 7.03, respectively;


 


(d)          
any Restricted Subsidiary may merge or amalgamate with any other Person in order to effect an Investment permitted pursuant to
Section 7.02; provided, that (i) the continuing, surviving, or succeeding Person shall be a Restricted Subsidiary,
which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 or (ii) to the extent
constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02; and


 


(e)          
a merger, 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(f)(A)).


 


7.05        
Dispositions. Make any Disposition, except:


 


(a)          
Dispositions of obsolete, surplus or worn out property, whether now owned or hereafter acquired, in the ordinary course of business
and Dispositions of tangible property no longer used or useful in the conduct of the business of the Lead Borrower and its Restricted
Subsidiaries;


 


(b)           the
abandonment or other Disposition of IP Rights (including allowing any registrations or any applications for registration of any IP
Rights to lapse or go abandoned) to the extent Lead Borrower determines in its reasonable business judgment that (i) such IP Rights
are not commercially reasonable to maintain under the circumstances and (ii) such Disposition could not reasonably be expected
to materially and adversely affect the business of the Lead Borrower or any of its Restricted Subsidiaries;


 






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(c)           
Dispositions of inventory and goods held for sale in the ordinary course of business;


 


(d)          
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;


 


(e)          
any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in
the ordinary course of business;


 


(f)           
(A) Dispositions permitted by Section 7.04, (B) Liens permitted by Section 7.01 (other than Section
7.01(n)(ii)), (C) Investments permitted by Section 7.02 (other than Section 7.02(e) with respect to Dispositions
under this Section 7.05 and Section 7.02(h)) and (D) Restricted Payments permitted by Section 7.06;


 


(g)          
Dispositions by the Lead Borrower and its Restricted Subsidiaries of property pursuant to sale-leaseback transactions; provided
that (i) not less than 75% of the purchase price for such property shall be in the form of cash or Cash Equivalents (with any senior secured
debt secured by such property assumed by the purchaser of such property and any consideration received in the form of Indebtedness that
is converted into cash within 90 days after the Disposition of such property deemed to be cash for purposes of this provision) and (ii)
any lease entered into in connection therewith shall not contravene Section 7.03;


 


(h)          
Dispositions of Cash Equivalents;


 


(i)            
Dispositions of accounts receivable in connection with the collection or compromise thereof;


 


(j)            
licensing or sublicensing of IP Rights in the ordinary course of business on customary terms and which does not materially interfere
with the business of the Lead Borrower and its Restricted Subsidiaries;


 


(k)          
sales of property and issuances and sales of Equity Interests (A) among or between Loan Parties (other than Holdings); provided
that the sale or issuance by the Lead Borrower of its Equity Interests to Holdings shall be permitted, (B) among or between Restricted
Subsidiaries that are not Loan Parties, (C) by Restricted Subsidiaries that are not Loan Parties to the Loan Parties (other than Holdings)
or (D) by Loan Parties to Restricted Subsidiaries that are not Loan Parties; provided that the fair market value of all property
so Disposed of pursuant to this sub-clause (D) following the Second Restatement Effective Date shall not exceed $25,000,000 in
the aggregate;


 






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(l)           
 leases, subleases, licenses or sublicenses of property in the ordinary course of business and which do not materially interfere
with the business of the Lead Borrower and its Restricted Subsidiaries;


 


(m)          
transfers of property subject to Casualty Events upon receipt of the net cash proceeds of such Casualty Event;


 


(n)          
[reserved];


 


(o)          
Dispositions by the Lead Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05;
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 Event of Default exists), no Event of Default shall exist or would result from such Disposition, (ii) the
aggregate book value of all property Disposed of in reliance on this clause (o) following the Second Restatement Effective
Date shall not exceed $25,000,000 and (iii) not less than 75% of the purchase price for asset or property sold in such Disposition
shall be in the form of cash or Cash Equivalents (with any senior secured debt secured by such property assumed by the purchaser of such
property and any consideration received in the form of Indebtedness that is converted into cash within 90 days after the Disposition of
such property deemed to be cash for purposes of this provision); and


 


(p)          
Dispositions by the Lead Borrower and its Restricted Subsidiaries not otherwise permitted under this Section 7.05; provided
that, the Specified Transaction Conditions are satisfied;


 


provided, however, that any Disposition
of any property pursuant to this Section 7.05 (except pursuant to Sections 7.05(e), (h) and (j)),
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
to any Person that is not a Loan Party as expressly permitted by this Section 7.05, such Collateral shall be sold free and
clear of the Liens created by the Loan Documents, and the Administrative Agent and the Collateral Agent shall be authorized to take any
actions deemed appropriate in order to effect the foregoing.


 


7.06        
Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:


 


(a)          
each Restricted Subsidiary may make Restricted Payments to the Lead Borrower and to Restricted Subsidiaries (and, in the case of
a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Lead Borrower and any Restricted Subsidiary and to each other
owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests);


 


(b)          
the Lead Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in
the Equity Interests (other than Disqualified Equity Interests) of such Person;


 






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(c)          
 the Lead Borrower may make Restricted Payments with the cash proceeds contributed to its common equity from the Net Cash Proceeds
of any Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount), except to the extent such Net Cash Proceeds
have been applied to make Investments pursuant to Section 7.02(o) or prepayments, redemptions, repurchases, defeasances or
other satisfactions prior to maturity of any Junior Financing pursuant to Section 7.14 or to make previous Restricted Payments
pursuant to this Section 7.06(c);


 


(d)         
to the extent constituting Restricted Payments, the Lead Borrower and its Restricted Subsidiaries may enter into transactions expressly
permitted by Section 7.02, ‎7.04, ‎7.08 or ‎7.14;


 


(e)           
the Lead Borrower or any Restricted Subsidiary may make Restricted Payments to Holdings (or, in the case of sub-clause (iv),
to the shareholders of a Restricted Subsidiary), so long as, with respect to any such Restricted Payments made pursuant to sub-clause
(iv), sub-clause (vii) or sub-clause (viii) below, no Event of Default under Section 8.01(a), (f)
or (g) shall have occurred and be continuing or would result therefrom:


 


(i)             
so long as the Lead Borrower is a member of a consolidated, combined or unitary group of which Holdings (or any direct or indirect
parent entity of Holdings) is the parent for foreign, Federal, state or provincial or local income tax purposes, the proceeds of which
will be used to pay the tax liability to each foreign, Federal, state, provincial or local jurisdiction in respect of which a consolidated,
combined, unitary or affiliated return is filed by Holdings (or any direct or indirect parent entity of Holdings) that includes the Lead
Borrower and its Subsidiaries, to the extent such tax liability does not exceed the lesser of (x) the taxes that would have been payable
by the Lead Borrower and its Subsidiaries as a stand-alone group and (y) the actual tax liability of Holdings’ (or any direct or
indirect parent entity of Holdings’) consolidated, combined, unitary or affiliated group, reduced by any such payments paid or to
be paid directly by the Lead Borrower or its Subsidiaries;


 


(ii)            
the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to its direct or indirect parent to enable
it to pay) (a) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including,
without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary
and incurred in the ordinary course of business, in an aggregate amount not to exceed $1,500,000 in any 12-month period plus any
reasonable and customary indemnification claims made by directors or officers of Holdings attributable to the ownership or operations
of the Lead Borrower and its Restricted Subsidiaries or (b) the fees and other amounts described in Section 7.08(d) to the
extent that the Lead Borrower would be then permitted under such Section 7.08(d) to pay such fees and other amounts directly;


 


(iii)           
the proceeds of which shall be used by Holdings to pay its (or to make a Restricted Payment to its direct or indirect parent to
enable it to pay) franchise taxes and similar taxes and other expenses necessary to maintain its corporate existence;


 






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(iv)          
the proceeds of which will be used to repurchase the Equity Interests or phantom Equity Interests (including stock appreciation
rights and similar incentive or deferred compensation instruments) of Holdings or any of its Restricted Subsidiaries (or to make a Restricted
Payment to its direct or indirect parent to enable it to repurchase its Equity Interests or phantom Equity Interests) from directors,
employees or members of management of Holdings or any Restricted Subsidiary (or their estate, family members, spouse and/or former spouse),
in an aggregate amount not in excess of $20,000,000 in any calendar year; provided, that the Lead Borrower may carry over and make
in any subsequent calendar year or years, in addition to the amount for such subsequent calendar year, the amount not utilized in the
prior calendar year or years up to a maximum of $20,000,000 with respect to such subsequent calendar year; provided, further,
that the amounts set forth in this clause (e)(iv) may be further increased by (A) the proceeds of any key-man life insurance maintained
by Holdings (or its direct or indirect parent), the Lead Borrower or a Restricted Subsidiary, to the extent such proceeds are received
by the Lead Borrower or a Restricted Subsidiary, plus (B) to the extent contributed in cash to the common equity of the Lead Borrower,
the Net Cash Proceeds from the sale of Equity Interests of any of the Lead Borrower’s direct or indirect parent companies, in each
case to members of management, managers, directors or consultants of Holdings, the Lead Borrower, any of its Subsidiaries or any of its
direct or indirect parent companies that occurs after the Second Restatement Effective Date;


 


(v)           
the proceeds of which are applied to the purchase or other acquisition by Holdings of all or substantially all of the property
and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of
all of the Equity Interests in a Person that, provided that if such purchase or other acquisition had been made by the Lead Borrower,
it would have constituted a “Permitted Acquisition” permitted to be made pursuant to Section 7.02; provided, that
(A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition and (B) Holdings shall,
immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the
Lead Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed
or acquired into the Lead Borrower or its Restricted Subsidiaries in order to consummate such purchase or other acquisition;


 


(vi)           
repurchases of Equity Interests of Holdings deemed to occur upon the non-cash exercise of stock options and warrants;


 


(vii)          
[reserved]; and


 


(viii)         the
proceeds of which shall be used by Holdings to pay, or to make Restricted Payments to allow any direct or indirect parent thereof to
pay, other than to Affiliates of Holdings (other than Affiliates that are bona fide investment banks), a portion of any customary
fees and expenses related to any unsuccessful equity offering by Holdings (or any direct or indirect parent thereof), or any
unsuccessful debt offering by any direct or indirect parent of Holdings, in each case directly attributable to the operations of the
Lead Borrower and its Restricted Subsidiaries;


 






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(f)           
in addition to the foregoing Restricted Payments, additional Restricted Payments following the Second Restatement Effective Date
in an aggregate amount not to exceed the greater of $20,000,000 and 1.5% of Consolidated Total Assets;


 


(g)          
after a Qualifying IPO, Restricted Payments of up to 6% per annum of the Net Cash Proceeds contributed to the common equity of
the Lead Borrower from such Qualifying IPO; provided that immediately before and immediately after giving effect to any such Restricted
Payment, no Default or Event of Default shall have occurred and be continuing;


 


(h)          
[reserved];


 


(i)           
repurchases of Equity Interests of Parent, Holdings, the Lead Borrower or any Restricted Subsidiary to fund the payment of withholding
or similar Taxes that are payable by any future, present or former employee, director, manager or consultant (or any spouse, former spouse,
successor, executor, administrator, heir, legatee or distributee of any of the foregoing) in connection with the exercise of stock options;
and


 


(j)            
in addition to the foregoing Restricted Payments, additional Restricted Payments, so long as, the Restricted Payment Conditions
are satisfied.


 


7.07        
Change in Nature of Business. Engage in any material line of business substantially different from those lines of business
conducted by the Lead Borrower and its Restricted Subsidiaries on the Second Restatement Effective Date or any business reasonably related
or ancillary thereto.


 


7.08         Transactions
with Affiliates. Enter into any transaction of any kind with any Affiliate of the Lead Borrower, whether or not in the ordinary
course of business, other than (a) transactions among Loan Parties and their Restricted Subsidiaries, (b) on fair and
reasonable terms substantially as favorable to the Lead Borrower or such Restricted Subsidiary as would be obtainable by the Lead
Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an
Affiliate, (c) [reserved], (d) [reserved], (e) customary fees and indemnities may be paid to any directors of Holdings (or
any direct or indirect parent thereof), the Lead Borrower and its Restricted Subsidiaries and reasonable out-of-pocket costs
of such Persons may be reimbursed, in each case, to the extent directly attributable to the operations of the Lead Borrower and its
Restricted Subsidiaries, (f) the Lead Borrower and its Restricted Subsidiaries may enter into employment, severance or collective
bargaining arrangements or consultant or employee benefit with officers, employees and directors in the ordinary course of business
and transactions pursuant to stock option, stock appreciation rights, stock incentive or other equity compensation plans and
employee benefit plans and arrangements in the ordinary course of business, (g) the Lead Borrower and its Restricted
Subsidiaries may make payments pursuant to the tax sharing agreements among the Lead Borrower and its Restricted Subsidiaries,
(h) Restricted Payments permitted under Section 7.06, (i) Investments in the Lead Borrower’s
Subsidiaries and Joint Ventures (to the extent any such Subsidiary that is not a Restricted Subsidiary or any such Joint Venture is
only an Affiliate as a result of Investments by the Lead Borrower and its Restricted Subsidiaries in such Subsidiary or Joint
Venture) to the extent otherwise permitted under Section 7.02, (j) [reserved], (k) transactions with customers, clients,
suppliers, or purchasers or sellers of goods or services or providers of employees or other labor, in each case in the ordinary
course of business and otherwise in compliance with the terms of this Agreement that are fair to the Lead Borrower or the Restricted
Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Lead Borrower or the senior management
thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated Person; (l)
[reserved]; (m) pledges of Equity Interests of the Unrestricted Subsidiary to secure Indebtedness of such Unrestricted Subsidiary;
(n) the provision of cash collateral permitted under Section 7.01 and payments and distributions of amounts therefrom; and
(o) transactions pursuant to agreements in existence on the Second Restatement Effective Date and set forth on Schedule 7.08(o)
or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect.


 






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7.09        
Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other
Loan Document or any First Lien Loan Document) that limits the ability:


 


(a)           of
any Restricted Subsidiary of the Lead Borrower to make Restricted Payments to the Lead Borrower or any Guarantor which is a
Restricted Subsidiary of the Lead Borrower or to otherwise transfer property to or invest in the Lead Borrower or any Guarantor,
except for (i) any agreement in effect on the Second Restatement Effective Date and any amendments, restatements, modifications,
renewals, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments,
restatements, modifications, renewals, supplements, refundings, replacements or refinancings are not materially more restrictive,
taken as a whole (as determined by the Lead Borrower in good faith), with respect to such restrictions than those contained in those
agreements on the Second Restatement Effective Date, (ii) any agreement in effect at the time any Restricted Subsidiary becomes a
Restricted Subsidiary of the Lead Borrower, so long as such agreement was not entered into solely in contemplation of such Person
becoming a Restricted Subsidiary of the Lead Borrower, provided that (x) any such agreement expressly permits such Restricted
Payments, transfers of property and investments to pay the ABL Obligations and (y) the exception in this clause (ii) shall
not apply to agreements that are binding on a Person that becomes a Restricted Subsidiary pursuant to the second sentence of the
definition of “Unrestricted Subsidiary” unless any such agreement would have otherwise been permitted under this Section
7.09(a) had such Person been a Restricted Subsidiary at the time of entering into such agreement, (iii) any agreement
included in any agreement governing Indebtedness of a Restricted Subsidiary of the Lead Borrower which is not a Loan Party which is
permitted by Section 7.03; (iv) (x) any agreement in connection with a Disposition permitted by Section 7.05
and (y) customary provisions limiting the disposition or distribution of assets or property in asset sale agreements, sale-leaseback
agreements, stock sale agreements and other similar agreements in the ordinary course of business (including agreements entered into
in connection with any Investment permitted under Section 7.02), which limitation is applicable only to the assets that
are the subject of such agreements, (v) customary provisions in joint venture agreements or other similar agreements applicable to
Joint Ventures permitted under Section 7.02 and applicable solely to such Joint Venture entered into in the ordinary
course of business, (vi) customary provisions restricting assignment of any agreement entered into in the ordinary course of
business, (vii) customary restrictions contained in Permitted Term Indebtedness and Indebtedness incurred pursuant to Section
7.03(f), ‎(n) or (t) (provided that the provisions of any such Indebtedness are not, taken as a
whole, materially more restrictive (as determined by the Lead Borrower in good faith) than similar restrictions contained in the
First Lien Credit Agreement), (viii) applicable Law, rule, regulation or order or the terms of any license, authorization,
concession or permit, (ix) [reserved], or (x) restrictions on cash or other deposits or net worth imposed by customers, suppliers or
landlords or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course
of business; or


 






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(b)          
of Holdings or any other Loan Party to create, incur, assume or suffer to exist Liens on property of such Person to secure the
ABL Obligations except for (i) negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under
Section 7.03(e) or 7.03(k)(B) but solely to the extent any negative pledge relates to the property financed by or the
subject of such Indebtedness, (ii) customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted
hereby so long as such restrictions may relate to the assets subject thereto, (iii) customary restrictions contained in Permitted Term
Indebtedness and Indebtedness incurred pursuant to Section 7.03(f), (n) or (t) (provided that such restrictions
do not restrict the Liens securing the ABL Obligations or the priority thereof required by the ABL/Term Intercreditor Agreement), (iv)
restrictions arising in connection with cash or other deposits permitted under Sections 7.01 or 7.02 and limited to
such cash or deposit, (v) customary provisions restricting assignment of any agreement entered into in the ordinary course of business,
(vi) restrictions arising by reason of applicable Law, rule, regulation or order or the terms of any license, authorization, concession
or permit, and (vii) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords or required by insurance,
surety or bonding companies, in each case, under contracts entered into in the ordinary course of business.


 


7.10        
Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, (a) to purchase or carry Margin
Stock, (b) to extend credit to others for the purpose of purchasing or carrying Margin Stock or for any purpose that violates the provisions
of Regulation T, U or X of the FRB, (c) other than pursuant to and in accordance with Section 6.11, (d) to make any payments to
a Sanctioned Entity or a Sanctioned Person, to fund any investments, loans or contributions in, or otherwise make such proceeds available
to, a Sanctioned Entity or a Sanctioned Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned
Person, or in any other manner that would result in a violation of Sanctions by any Person, and (e) in furtherance of an offer, payment,
promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions,
Anti-Corruption Laws or Anti-Money Laundering Laws.


 






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7.11       
 Fixed Charge Coverage Ratio. During any Covenant Trigger Period, permit the Fixed Charge Coverage Ratio as of the last
day, as calculated on a Pro Forma Basis, of the most recently completed period of four consecutive fiscal quarters ending prior
to the commencement of such Covenant Trigger Period for which financial statements have been delivered pursuant to Section 6.01(a)
or 6.01(b), to be less than 1.00 to 1.00.


 


7.12       
Amendments of Organization Documents. Amend any of its Organization Documents in a manner materially adverse to the Administrative
Agent, the Collateral Agent or the Lenders; it being understood and agreed that changes in organization of the Lead Borrower or any of
its Restricted Subsidiaries (such as conversion of a corporation into a limited liability company) shall not be deemed materially adverse
to the Administrative Agent, the Collateral Agent or the Lenders; provided that the Lead Borrower and its Restricted Subsidiaries
shall comply with the provisions of Sections 6.12 and 6.14 with respect to such changes in organization.


 


7.13        
Accounting Changes. Make any change in (a) accounting policies or reporting practices, except as required or permitted by
GAAP, or (b) in the case of the Lead Borrower only, fiscal year.


 


7.14        Prepayments,
Etc. of Indebtedness and Modifications of Certain Debt Instruments. (a) Prepay, redeem, purchase, defease or otherwise satisfy
prior to the scheduled maturity thereof in any manner any Indebtedness incurred pursuant to Section 7.03(t) that, in each
case, is either unsecured or subordinated in right of payment to the ABL Obligations (collectively, together with any Permitted
Refinancing of any of the foregoing, “Junior Financing”), or make any payment in violation of any
subordination terms of any Junior Financing Documentation, except: (i) any prepayment of Junior Financing so long as, the
Specified Transaction Conditions are satisfied; (ii) (A) the repayment, prepayment or refinancing of any Junior Financing with
the Net Cash Proceeds of any Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount) (except to the
extent the Net Cash Proceeds of any such Permitted Equity Issuance have been applied to make Investments pursuant to Section
7.02(o) or Restricted Payments pursuant to Section 7.06(c) or previously applied to make prepayments, redemptions,
repurchases, defeasances or other satisfactions prior to maturity of any Junior Financing pursuant to this Section 7.14)
and (B) the refinancing of any Indebtedness described in the preceding clause (a)(1) with the proceeds of any Permitted Term
Indebtedness that is unsecured or subordinated in right of payment to the ABL Obligations, in each case, to the extent not required
to prepay any Revolving Credit Loans pursuant to Section 2.05(b); (iii) the conversion of any Junior Financing to
Equity Interests (other than Disqualified Equity Interests); and (iv) the prepayment of any Junior Financing or Permitted
Refinancing thereof, in an aggregate amount following the Second Restatement Effective Date not to exceed an amount (which shall not
be less than zero) equal to the greater of $20,000,000 and 1.5% of Consolidated Total Assets; or (b) amend, modify or change in
any manner materially adverse to the interests of the Administrative Agent, the Collateral Agent or the Lenders any term or
condition of any Junior Financing Documentation (provided that a certificate of the Chief Financial Officer of the Lead
Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to any such modification or change,
together with a reasonably detailed description of the material terms and conditions of such modification or change or drafts of the
documentation relating thereto, stating that the Lead Borrower has determined in good faith that such terms and conditions satisfy
the requirement set forth in this clause (b), shall be conclusive evidence that such terms and conditions satisfy such
requirement unless the Administrative Agent provides notice to the Lead Borrower of its objection during such five Business Day
period).


 






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7.15        
Holding Companies.


 


(a)          
In the case of Holdings, (i) conduct, transact or otherwise engage in any business or operations other than those incidental
to its ownership of the Equity Interests of the Lead Borrower and the performance of its obligations under the Loan Documents or any Permitted
Term Indebtedness, (ii) incur any Indebtedness (other than (x) the ABL Obligations and any Permitted Term Indebtedness, (y) intercompany
Indebtedness incurred in lieu of Restricted Payments permitted under Section 7.06 and Indebtedness of the type described in Sections
7.03(i) through (m) (other than Section 7.03(k)(B)), 7.03(o) and 7.03(p) and (z) Guarantees of Indebtedness
permitted by Section 7.03(n) or (t)), (iii) create, incur, assume or suffer to exist any Lien on any Equity Interests of
the Lead Borrower (other than Liens pursuant to any Loan Document, any Permitted Term Indebtedness Liens and non-consensual Liens arising
solely by operation of law); or (iv) make any Investments (other than (x) Investments in the Lead Borrower or its Restricted Subsidiaries
(including any temporary Investments to facilitate Permitted Acquisitions and other Investments permitted by Section 7.02) or (y)
Investments of the type permitted by Section 7.02(a), ‎(b), (h), (k), or (m)).


 


(b)          
[Reserved].


 


(c)          
Nothing in this Section 7.15 shall prevent Holdings from (i) the maintenance of its legal existence (including the
ability to incur fees, costs and expenses relating to such maintenance), (ii) [reserved], (iii) any public offering of its common stock
or any other issuance or sale of its Equity Interests (other than Disqualified Equity Interests), (iv) making Restricted Payments or Dispositions
(other than Dispositions of the Equity Interests of the Lead Borrower), (v) participating in tax, accounting and other administrative
matters as a member of the consolidated group of Holdings and the Lead Borrower, (vi) holding any cash and Cash Equivalents (but not operating
any property), (vii) providing indemnification to officers, managers and directors, (viii) any activities incidental to compliance with
the provisions of the Securities Act of 1933, as amended and the Exchange Act of 1934, as amended, any rules and regulations promulgated
thereunder, and the rules of national securities exchanges, in each case, as applicable to companies with listed equity or debt securities,
as well as activities incidental to investor relations, shareholder meetings and reports to shareholders or debtholders and (ix) any activities
incidental to the foregoing.


 


7.16        
Deposit Accounts; Credit Card Processors. Open any new DDA (other than any Excluded DDA) unless the Loan Parties shall have
delivered to the Collateral Agent appropriate Blocked Account Agreements consistent with the provisions of Section 6.18 and otherwise
satisfactory to the Collateral Agent within 90 days (or such longer period as the Collateral Agent may agree in writing) of opening such
new DDA.


 


7.17        Canadian
Defined Benefit Pension Plans. Establish, maintain, sponsor, contribute to or otherwise incur or assume liability or obligations
in respect of a Canadian Defined Benefit Pension Plan or amalgamate with a Person that maintains, sponsors or otherwise has
liability for any Canadian Defined Benefit Pension Plan during the term of this Agreement.


 






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Article
VIII

EVENTS OF DEFAULT AND REMEDIES


 


8.01        
Events of Default. Any of the following shall constitute an Event of Default (each, an “Event of Default”):


 


(a)           
Non-Payment. The Borrowers or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount
of principal of any Loan or any L/C Obligation, or (ii) within five Business Days after the same becomes due, any interest on any
Loan any L/C Obligation or any fee due hereunder, or any other amount payable hereunder or with respect to any other Loan Document; or


 


(b)          
Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in (i) Section
6.02(d), Section 6.03(a), Section 6.05 (solely with respect to the Lead Borrower), Section 6.11, Section 6.18(c)
(subject to clause (b)(ii) below) or Article VII (subject to, in the case of the financial covenant contained in Section 7.11,
the cure rights contained in Section 8.03), (ii) Section 6.02(b), Section 6.02(e), Section 6.18(b),
and Section 6.18(c) (solely with respect to the initial Covenant Trigger Event with respect to any Covenant Trigger Period) and
such failure described in this clause (b)(ii) continues for one Business Day, (iii) Section 6.02(c) and such failure described
in this clause (b)(iii) continues for three days, or (iv) Section 6.01(c) and Section 6.02(a) and such failure described
in this clause (b)(iv) continues for five days; 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 30 days
after notice thereof by the Administrative Agent or the Collateral Agent to the Lead Borrower; or


 


(d)          
Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by
or on behalf of the Borrowers or any other Loan Party herein, in any other Loan Document, or in any document required to be delivered
in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or


 


(e)           Cross-Default.
(i) Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period with respect
thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any (x)
Indebtedness under the First Lien Credit Agreement, (y) [reserved] or (z) any other Indebtedness (other than Indebtedness hereunder)
having (in the case of this clause (z)) an aggregate principal amount of more 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, the effect of
which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to
become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,
defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall
not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Indebtedness and such
Indebtedness is repaid when required under the documents providing for such Indebtedness; provided, further, that such
failure is unremedied and is not validly waived by the holders of such Indebtedness in accordance with the terms of the documents
governing such Indebtedness prior to any termination of the Revolving Credit Commitments or acceleration of the Loans pursuant to Section 8.02;
or


 






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(f)           
Insolvency Proceedings, Etc. Any Loan Party or any of its Restricted Subsidiaries that is not an Immaterial 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 or similar officer
for it or for all or any material part of its property; or any receiver, receiver-manager, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged
or unstayed for 60 calendar days or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part
of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days or an order
for relief is entered in any such proceeding; or


 


(g)          
Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary that is not an Immaterial Subsidiary
thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or
warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such
Person and is not released, vacated or fully bonded within 60 calendar days after its issue or levy; or


 


(h)          
Judgments. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment
of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent
third-party insurance as to which the insurer has been notified of such judgment or order and does not deny coverage) and there is a period
of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;
or


 


(i)            ERISA;
Canadian Pension Plans. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or
could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan,
Multiemployer Plan or the PBGC in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect,
(ii) a Canadian Pension Event occurs with respect to a Canadian Pension Plan that could reasonably be expected to subject any
Canadian Loan Party to any tax, penalty or other liabilities under the applicable Canadian pension standards Laws or under the
Income Tax Act (Canada) in an aggregate amount which could reasonably be expected to result in a Material Adverse Effect; (iii) any
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 a Multiemployer Plan in an aggregate amount
which could reasonably be expected to result in a Material Adverse Effect; or (iv) if any Canadian Loan Party is in default with
respect to required payments to a Canadian Pension Plan or any Lien arises (save for contribution amounts not yet due or payable to
a Canadian Pension Plan) in connection with any Canadian Pension Plan which could reasonably be expected to result in a Material
Adverse Effect; or


 






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(j)            
Invalidity of Loan Documents. Any 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 satisfaction in full of all the ABL 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 any Loan Party denies that it has any or further liability
or obligation under any Loan Document (other than as a result of repayment in full of the ABL Obligations and termination of the Aggregate
Commitments), or purports to revoke or rescind any Loan Document; or


 


(k)           
Change of Control. There occurs any Change of Control; or


 


(l)            
Collateral Documents. Any Collateral Document after delivery thereof shall for any reason (other than pursuant to the terms
thereof including as a result of a transaction permitted under Section ‎7.04 or ‎7.05) cease to create a valid
and perfected lien on and security interest in the Collateral covered thereby with the priority required by the ABL/Term Intercreditor
Agreement, subject to Liens permitted under Section 7.01, except to the extent that any such perfection or priority is not
required pursuant to Section 4.01, Section 6.12 or Section 6.14 or results from the failure of the
Collateral Agent (or a bailee on its behalf in accordance with the ABL/Term Intercreditor Agreement) to maintain possession of certificates
actually delivered to it representing securities pledged under the Collateral Documents.


 


Solely for the purpose of determining whether
a Default or Event of Default has occurred under clause (f) or (g) of Section 8.01, any reference in any
such clause to any Restricted Subsidiary shall be deemed to exclude any Immaterial Subsidiary (provided however that all Restricted Subsidiaries
affected by any event or circumstance referred to in any such clause shall be considered together, as a single consolidated Restricted
Subsidiary, for purposes of determining whether the condition specified above is satisfied).


 






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8.02        
Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the
request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:


 





(a)          
 declare the commitment of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions to be
terminated, whereupon such commitments and obligation shall be terminated;


 


(b)          
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;


 


(c)           
require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof);
and


 


(d)          
exercise on behalf of itself, the L/C Issuers and the Lenders all rights and remedies available to it, the L/C Issuers and the
Lenders under the Loan Documents, under any document evidencing Indebtedness in respect of which the Revolving Credit Facility have been
designated as “Designated Senior Debt,” and/or under applicable Law;


 


provided, however, that upon the
occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under any Debtor Relief Law or upon the occurrence
of an Event of Default under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of the L/C Issuers
to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and
other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C
Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.


 


8.03        
Right to Cure. Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, in the event
that the Lead Borrower fails to comply with the requirements of the financial covenant set forth in Section 7.11, then (a)
after the beginning of the applicable fiscal quarter, until the expiration of the 10th day subsequent to the date the relevant financial
statements are required to be delivered with respect to such fiscal quarter pursuant to Section 6.01(a) or 6.01(b),
Holdings shall have the right to issue common equity for cash and to contribute such cash as common equity to the capital of the Lead
Borrower (the “Cure Right”), and upon the receipt by the Lead Borrower of such cash (the “Cure Amount”)
pursuant to the exercise by the Holdings of such Cure Right, the calculation of Consolidated EBITDA as used in the financial covenant
set forth in Section 7.11 shall be recalculated giving effect to the following pro forma adjustments:


 


(i)             Consolidated
EBITDA shall be increased, solely for the purpose of measuring the financial covenant set forth in Section 7.11 and not
for the purpose of determining satisfaction of the Specified Transaction Conditions, the Restricted Payment Conditions or the
availability or amount of any covenant baskets or carve-outs, by an amount equal to the Cure Amount; provided that the
receipt by the Lead Borrower of the Cure Amount pursuant to the Cure Right shall be deemed to have no other effect whatsoever under
this Agreement, including for purposes of determining the availability or amount of any covenant baskets or carve-outs, the
applicability of the Specified Transaction Conditions or the Restricted Payment Conditions; and


 






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(ii)            
If, after giving effect to the foregoing recalculations, the Lead Borrower shall then be in compliance with the requirements of
the financial covenant set forth in Section 7.11, the Lead Borrower shall be deemed to have satisfied the requirements of
the financial covenant set forth in Section 7.11 as of the relevant date of determination with the same effect as though there
had been no failure to comply therewith at such date, and the applicable breach or default of the financial covenant set forth in Section 7.11
that had occurred shall be deemed cured for the purposes of this Agreement; and


 


(b)          
upon receipt by the Administrative Agent of written notice, prior to the expiration of the 10th day subsequent to the
date the relevant financial statements are required to be delivered pursuant to Section 6.01 (the “Anticipated
Cure Deadline”), that the Lead Borrower intends to exercise the Cure Right in respect of a fiscal quarter, the Lenders shall
not be permitted to accelerate Loans held by them or to exercise remedies against the Collateral on the basis of a failure to comply with
the requirements of the financial covenant set forth in Section 7.11 until such failure is not cured pursuant to the exercise
of the Cure Right on or prior to the Anticipated Cure Deadline; provided that, for the avoidance of doubt, no Credit Extension
under the Revolving Credit Facility shall be made for so long as the Lead Borrower is not in compliance with the financial covenant set
forth in Section 7.11 and such non-compliance has not been cured in accordance with the provisions of this Section 8.03.


 


Notwithstanding anything herein to the contrary,
(i) in each four-fiscal-quarter period there shall be at least two fiscal quarters in respect of which the Cure Right is not exercised,
(ii) there can be no more than five fiscal quarters in respect of which the Cure Right is exercised during the term of the Revolving Credit
Facility, and (iii) for purposes of this Section 8.03, the Cure Amount utilized shall be no greater than the amount required for
purposes of complying with the financial covenant set forth in Section 7.11.


 


8.04        
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 L/C Obligations have automatically been required to be Cash Collateralized as set forth in
the proviso to Section 8.02), any amounts received on account of the ABL Obligations shall, subject to the provisions of Sections 2.15
and 2.16 and the prior payment and distribution of the proceeds of the Term Priority Collateral to the Designated Term Representative
(for distribution in accordance with the Term Loan Documents), in accordance with the ABL/Term Intercreditor Agreement, be applied by
the Collateral Agent in the following order:


 


First, to
payment of that portion of the ABL Obligations constituting fees, indemnities, expenses and other amounts (including fees, disbursements
and other charges of counsel payable under Section ‎10.04 and amounts payable under Article III) payable to the
Administrative Agent or the Collateral Agent, each in its capacity as such;


 






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Second, to
payment of that portion of the ABL Obligations constituting fees, indemnities and other amounts (other than principal, interest and L/C
Fees) payable to the Lenders and the L/C Issuers (including fees, disbursements and other charges of counsel payable under Sections
10.04 and 10.05) arising under the Loan Documents and amounts payable under Article III, ratably among them in
proportion to the respective amounts described in this clause Second payable to them;


 


Third, to
the extent not previously reimbursed by the Lenders, to payment to the Administrative Agent of that portion of the ABL Obligations constituting
principal and accrued and unpaid interest on any Protective Overadvances;


 


Fourth, to
the extent that Swing Line Loans have not been refinanced by a Revolving Credit Loan, to payment to the Swing Line Lender of that portion
of the ABL Obligations constituting accrued and unpaid interest on the Swing Line Loans;


 


Fifth, the
extent that Swing Line Loans have not been refinanced by a Revolving Credit Loan, to payment to the Swing Line Lender of that portion
of the ABL Obligations constituting unpaid principal of the Swing Line Loans;


 


Sixth, to
payment of that portion of the ABL Obligations constituting accrued and unpaid L/C Fees and interest on the Loans and L/C Borrowings,
ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this clause Sixth payable to
them;


 


Seventh,
(i) to payment of that portion of the ABL Obligations constituting (x) unpaid principal of the Loans, the L/C Borrowings and (y)
principal or any other payments then owing under Secured Hedge Agreements and the Secured Cash Management Agreements, for which, in the
case of this clause (y), Reserves have been established by the Administrative Agent and (ii) to Cash Collateralize that portion
of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the
Borrowers pursuant to Section 2.03 and 2.15, ratably among the Lenders, the L/C Issuers, the Hedge Banks and the Cash
Management Banks in proportion to the respective amounts described in this clause Seventh payable to them;


 


Eight, to
the payment of all other ABL Obligations of the Loan Parties that are due and payable to the Administrative Agent, the Collateral Agent
and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such ABL Obligations owing to the
Administrative Agent, the Collateral Agent and the other Secured Parties on such date;


 


Ninth, in
respect of the proceeds of the ABL Priority Collateral only, to the Designated Term Representative, to be applied in accordance with the
Term Loan Documents or as otherwise provided in the ABL/Term Intercreditor Agreement; and


 






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Last, the
balance, if any, after all of the ABL Obligations and all obligations under the Term Loan Documents have been indefeasibly paid in full,
to the Borrowers (to be wired to the applicable Designated Account) or as otherwise required by Law.


 


Subject to Sections 2.03(n) and 2.15,
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Seventh 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 without any pending drawing thereon, such remaining amount shall be applied
to the other ABL Obligations, if any, in the order set forth above.


 


Administrative Agent promptly shall distribute
to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to
receive, subject to a Settlement delay as provided in Section 2.02(g).


 


Notwithstanding anything herein to the contrary,
the Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets,
but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to the ABL Obligations
otherwise set forth above in this Section 8.04.


 


Article
IX

ADMINISTRATIVE AGENT AND OTHER AGENTS


 


9.01         Appointment and Authorization of Agents.


 


(a)           Each
Lender and each L/C Issuer hereby irrevocably appoints, designates and authorizes the Administrative Agent and the Collateral Agent to
take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as
are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document,
no Agent shall have any duties or responsibilities, except those expressly set forth herein, nor shall any Agent have or be deemed to
have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against any Agent. Without limiting the
generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to
any 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 merely as a matter of market custom, and is intended to create or reflect only an administrative relationship
between independent contracting parties.


 






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(b)           Each
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and such L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article
IX with respect to any acts taken or omissions suffered by such L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully
as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Person”
included such L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to such
L/C Issuer.


 


(c)            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 Cash Management Bank and a potential Hedge Bank) hereby irrevocably appoints and authorizes the Collateral
Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any
of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto.
In this connection, the Collateral Agent (and any co-agents, sub-agents and attorneys-in-fact appointed by the Collateral Agent pursuant
to Section 9.02 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 Collateral Agent) shall be entitled
to the benefits of all provisions of this Article IX (including, without limitation, Section 9.07, 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.


 


9.02        
Delegation of Duties. The Administrative Agent or the Collateral Agent may execute any of its duties under this Agreement or any
other Loan Document (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under
the Collateral Documents or of exercising any rights and remedies thereunder) by or through agents, employees or attorneys-in-fact and
shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. None of the
Administrative Agent or the Collateral Agent shall be responsible for the negligence or misconduct of any agent or attorney-in-fact that
it selects in the absence of its own gross negligence or willful misconduct to the extent determined in a final, nonappealable judgment
by a court of competent jurisdiction.


 


9.03         Liability of Agents. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under
or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence
or willful misconduct in connection with its duties expressly set forth herein, to the extent determined in a final, nonappealable judgment
by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate,
report, statement or other document referred to or provided for in, or received by the Administrative Agent or the Collateral Agent under
or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency
of this Agreement or any other Loan Document, or the perfection or priority of any Lien or security interest created or purported to
be created under the Collateral Documents, or for any failure of any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain
or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other
Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.


 






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9.04         Reliance by Agents.


 


(a)            Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message,
statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by such Agent. Each Agent shall be fully justified in failing or refusing to take any action under any Loan Document
unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall
first be indemnified to its satisfaction by the Lenders and L/C Issuers against any and all liability and expense which may be incurred
by it by reason of taking or continuing to take any such action. Each Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such
greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and L/C Issuers.


 


(b)           For purposes of determining compliance with the conditions specified in Section 4.01, each Lender and L/C Issuer 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 and L/C Issuer unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Second Restatement Effective Date specifying its objection thereto.


 


9.05         Notice of Default. None of the Administrative Agent or the Collateral Agent shall be deemed to have knowledge or notice
of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to
the Administrative Agent for the account of the applicable Lenders and L/C Issuers, unless it shall have received written notice from
a Lender or the Lead Borrower referring to this Agreement, describing such Default and stating that such notice is a “notice of
default.” Each of the Administrative Agent and the Collateral Agent will notify the Lenders and L/C Issuers of its receipt of any
such notice. The Administrative Agent shall take such action with respect to any Event of Default as may be directed by the Required Lenders
in accordance with Article VIII; provided, however, that unless and until the Administrative Agent has received any
such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with
respect to such Event of Default as it shall deem advisable or in the best interest of the Lenders and L/C Issuers.


 






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9.06         Credit
Decision; Disclosure of Information by Agents. Each Lender and L/C Issuer acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any
assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender and L/C Issuer as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender and L/C Issuer represents to each Agent that it has, independently
and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to
the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrowers
and the other Loan Parties hereunder. Each Lender and L/C Issuer also represents that it will, independently and without reliance
upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the Borrowers and the other Loan Parties. Except for notices, reports and
other documents expressly required to be furnished to the Lenders and L/C Issuers by any Agent herein, such Agent shall not have any
duty or responsibility to provide any Lender and L/C Issuer with any credit or other information concerning the business, prospects,
operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective
Affiliates which may come into the possession of any Agent-Related Person.


 


9.07         Indemnification
of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders and L/C Issuers shall indemnify upon
demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the
obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that no Lender and L/C Issuer shall be liable for the
payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted from such Agent-Related Person’s own gross
negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the
Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07.
In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07
applies whether any such investigation, litigation or proceeding is brought by any Lender and L/C Issuer or any other Person.
Without limitation of the foregoing, each Lender and L/C Issuer shall reimburse the Administrative Agent and the Collateral Agent
upon demand for its ratable share of any costs or out-of-pocket expenses (including the fees, disbursements and other charges of
counsel) incurred by the Administrative Agent or the Collateral Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal
advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or
referred to herein, to the extent that the Administrative Agent or the Collateral Agent is not reimbursed for such expenses by or on
behalf of the Borrowers. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments,
the payment of all other ABL Obligations and the resignation of the Administrative Agent or the Collateral Agent.


 






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9.08         Agents in their Individual
Capacities. Any Agent and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire
Equity Interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each
of the Loan Parties and their respective Affiliates as though it were not an Agent or an L/C Issuer hereunder and without notice to or
consent of the Lenders. The Lenders and L/C Issuers acknowledge that, pursuant to such activities, an Agent or its Affiliates may receive
information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor
of such Loan Party or such Affiliate) and acknowledge that such Agent shall be under no obligation to provide such information to them.
With respect to its Loans, such Agent shall have the same rights and powers under this Agreement as any other Lender and L/C Issuer and
may exercise such rights and powers as though it were not an Agent or an L/C Issuer, and the terms “Lender” and “Lenders”
include such Agent in its individual capacity.


 


9.09         Successor
Agents. (a) The Administrative Agent may resign as the Administrative Agent and the Collateral Agent upon 30 days’ notice to
the Lenders. If an Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor
agent for the Lenders, which successor agent shall be consented to by the Borrowers at all times other than during the existence of a
Specified Event of Default (which consent of the Borrowers shall not be unreasonably withheld or delayed and shall be deemed given if
the Borrowers fail to respond within ten Business Days). If no successor agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrowers, a successor agent
from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent
shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent”
and “Collateral Agent” shall mean such successor administrative agent and/or supplemental administrative agent, as the case
may be, and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent and the Collateral Agent
shall be terminated. After the retiring Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral
Agent, the provisions of this Article IX and Sections 10.04 and 10.05 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Administrative Agent or the Collateral Agent under this Agreement. If no
successor agent has accepted appointment as the Administrative Agent by the date which is 30 days following the retiring Administrative
Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective
on such date and the retiring Administrative Agent may (but shall not be obligated to) with the consent of the Lead Borrower at all times
other than during the existence of a Specified Event of Default (which consent shall not be unreasonably withheld or delayed and shall
be deemed given if the Borrowers fail to respond within ten Business Days), on behalf of the Lenders and the L/C Issuers, appoint a successor
Administrative Agent from among the Lenders. If a successor Administrative Agent has not so been appointed, the Lenders shall perform
all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as
provided for above. With effect from the date which is 30 days following the retiring Administrative Agent’s notice of resignation
(i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents
(except that in the case of any collateral security held by the Administrative Agent or the Collateral Agent on behalf of the Lenders
or the L/C Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security
until such time as a successor Administrative Agent is appointed) and (ii) 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 each L/C Issuer directly, until such
time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of any appointment
as the Collateral Agent, as applicable, hereunder by a successor and upon the execution and filing or recording of such financing statements,
or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request,
in order to continue the perfection of the Liens granted or purported to be granted by the Collateral Documents, the Collateral Agent
shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Collateral
Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents. After the retiring
Administrative Agent’s resignation hereunder as the Administrative Agent and the Collateral Agent, the provisions of this Article
IX and Sections 10.04 and 10.05 shall continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as the Administrative Agent and the Collateral Agent.


 






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(b)           Any resignation by the Administrative Agent pursuant to this Section 9.09 shall also constitute its resignation as
the Swing Line Lender, an L/C Issuer and the Collateral Agent. Upon the acceptance of a successor’s appointment as Administrative
Agent, hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer, the retiring Swing Line Lender and the retiring Collateral Agent, (ii) the retiring L/C Issuer, the retiring Swing Line Lender
and the retiring Collateral Agent shall be discharged from all of their respective duties and obligations hereunder or under the other
Loan Documents, and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations
of the retiring L/C Issuer with respect to such Letters of Credit.


 


9.10         Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or
other judicial proceeding relative to any Loan Party, the Administrative Agent or the Collateral Agent (irrespective of whether the principal
of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether
the Administrative Agent or the Collateral Agent shall have made any demand on any of the Borrowers) shall be entitled and empowered,
by intervention in such proceeding or otherwise:


 


(a)           to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other ABL 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 L/C Issuers, the Administrative Agent or the Collateral Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers, the Administrative Agent or the
Collateral Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers, the Administrative
Agent or the Collateral Agent under Sections 2.03(k), 2.09 and 10.04) allowed in such judicial proceeding;
and


 






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(b)           to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments
to the Administrative Agent or the Collateral Agent and, in the event that the Administrative Agent or the Collateral Agent shall consent
to the making of such payments directly to the Lenders, to pay to the Administrative Agent or the Collateral Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other
amounts due the Administrative Agent or the Collateral Agent under Sections 2.09 and 10.04.


 


Nothing contained herein shall
be deemed to authorize the Administrative Agent or the Collateral Agent to authorize or consent to or accept or adopt on behalf of any
Lender any plan of reorganization, arrangement, adjustment or composition affecting the ABL Obligations or the rights of any Lender or
to authorize the Administrative Agent or the Collateral Agent to vote in respect of the claim of any Lender in any such proceeding.


 


9.11         Collateral
and Guaranty Matters. Each of the Lenders (including in their capacities as potential or actual Hedge Banks and potential or actual
Cash Management Banks) and each L/C Issuer irrevocably authorizes the Collateral Agent, at its option and in its discretion,


 


(a)            to
release any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) upon termination of the Aggregate
Commitments and payment in full of all ABL Obligations (other than (A) contingent indemnification obligations not yet accrued and payable
and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements as to which arrangements satisfactory
to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit
(other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable L/C Issuer shall
have been made), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan
Document, (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or
(iv) that is granted by a Guarantor that is released pursuant to Section 9.11(c);


 


(b)           to
subordinate or release any Lien on any property granted to or held by the Collateral Agent under any Loan Document to the holder of any
Lien on such property that is permitted by Section 7.01(i) or, in the case of subordination only, 7.01(p); and


 


(c)            to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a
transaction permitted hereunder.


 






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Upon request by the Collateral Agent at any time,
the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items
of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case
as specified in this Section 9.11, the Collateral Agent will, 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 release such Guarantor from its obligations under the
Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.


 


9.12        
Secured Cash Management Agreements and Secured Hedge Agreements. No Cash Management Bank or Hedge Bank that obtains the benefits
of Section 8.04, 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, none of the Administrative Agent or the Collateral Agent shall be required to verify the payment of, or that
other satisfactory arrangements have been made with respect to, ABL Obligations arising under Secured Cash Management Agreements and
Secured Hedge Agreements unless the Administrative Agent and the Collateral Agent have received written notice of such ABL Obligations,
together with such supporting documentation as the Administrative Agent or the Collateral may request, from the applicable Cash Management
Bank or Hedge Bank, as the case may be.


 


9.13         Other Agents; Arranger and Managers. None of the Lenders or other Persons identified on the facing page or signature pages
of this Agreement as a “syndication agent,” “joint lead arranger,” “bookrunner,” or “co-documentation
agent” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable
to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to
have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders
or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.


 


9.14        
Appointment of Supplemental Administrative Agents.


 


(a)           Each of the Administrative Agent and the Collateral Agent is hereby authorized to appoint additional Persons selected by it in
its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative
co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative
Agent” and collectively as “Supplemental Administrative Agents”).


 






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(b)           In
the event that the Collateral Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every
right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or
vested in or conveyed to the Collateral Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental
Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise
such rights, powers, privileges and duties with respect to such Collateral and to perform such duties with respect to such
Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof
by such Supplemental Administrative Agent shall run to and be enforceable by either the Collateral Agent or such Supplemental
Administrative Agent, and (ii) the provisions of this Article IX and of Section 9.07 (obligating the Borrowers to
pay the Collateral Agent’s expenses and to indemnify the Collateral Agent) that refer to the Collateral Agent shall inure to
the benefit of such Supplemental Administrative Agent and all references therein to the Collateral Agent shall be deemed to be
references to the Collateral Agent and/or such Supplemental Administrative Agent, as the context may require.


 


(c)           Should
any instrument in writing from any Borrower, Holdings or any other Loan Party be required by any Supplemental Administrative Agent so
appointed by the Administrative Agent or the Collateral Agent for more fully and certainly vesting in and confirming to him or it such
rights, powers, privileges and duties, such Borrower or Holdings, as applicable, shall, or shall cause such Loan Party to, execute, acknowledge
and deliver any and all such instruments promptly upon request by the Administrative Agent or the Collateral Agent. In case any Supplemental
Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges
and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative
Agent or the Collateral Agent, as applicable, until the appointment of a new Supplemental Administrative Agent.


 


9.15         Withholding.
To the extent required by any applicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent
to any withholding tax applicable to such payment. If the IRS or any other Governmental Authority 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, or the Administrative Agent
has paid over to the IRS applicable withholding tax relating to a payment to a Lender but no deduction has been made from such payment,
such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent
as tax or otherwise, including any penalties or interest and together with any and all expenses incurred, unless such amounts have been
indemnified by any Loan Party or the relevant Lender.


 


9.16        
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, for the benefit of, the Administrative
Agent and 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 at least one of the following is and will be true.


 






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(i)             such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise for purposes of
Title I of ERISA or Section 4975 of the Code) of one or more Benefit Plans with respect to such Lender’s entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Revolving Credit Commitments, or this Agreement;


 


(ii)            the
prohibited 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 so as to exempt from the prohibitions of Section 406 of ERISA and Section 4975
of the Code such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit,
the Revolving Credit 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 Revolving Credit Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Credit 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 Revolving Credit Commitments and this Agreement,
or


 


(iv)           such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)           In
addition, unless either (i) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(ii) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the
immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a
Lender party hereto, 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 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 none of the Administrative Agent or the
Arrangers or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such
Lender’s entrance into, participation in, administration of, and performance of the Loans, the Letters of Credit, the
Revolving Credit Commitments, and this Agreement (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).


 






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9.17         Field
Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information.


 


By becoming a party to this
Agreement, each Lender:


 


(a)           is deemed to have requested that the Administrative Agent furnish such Lender, promptly after it becomes available, a copy of each
field examination report respecting any Loan Party or its Subsidiaries (each, a “Report”) prepared by or at
the request of the Administrative Agent, and the Administrative Agent shall so furnish each Lender with such Reports,


 


(b)           expressly
agrees and acknowledges that the Administrative Agent does not (i) make any representation or warranty as to the accuracy of any
Report, and (ii) shall not be liable for any information contained in any Report,


 


(c)           expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or other party performing
any field examination will inspect only specific information regarding the Loan Parties and their Subsidiaries and will rely significantly
upon Holdings’ and its Subsidiaries’ books and records, as well as on representations of Borrowers’ personnel,


 


(d)           agrees
to keep all Reports and other material, non-public information regarding the Loan Parties and their Subsidiaries and their operations,
assets, and existing and contemplated business plans in a confidential manner in accordance with Section 10.08, and


 


(e)           without
limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative Agent
and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the
indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying
Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase
of, a loan or loans of Borrowers, and (ii) to pay and protect, and indemnify, defend and hold the Administrative Agent, and any such
other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts
(including, attorneys’ fees and costs) incurred by the Administrative Agent and any such other Lender preparing a Report as the
direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.


 






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In addition to the foregoing, (x) any Lender
may from time to time request of the Administrative Agent in writing that the Administrative Agent provide to such Lender a copy of
any report or document provided by any Loan Party or its Subsidiaries to the Administrative Agent that has not been
contemporaneously provided by such Loan Party or such Subsidiary to such Lender, and, upon receipt of such request, the
Administrative Agent promptly shall provide a copy of same to such Lender, (y) to the extent that the Administrative Agent is
entitled, under any provision of the Loan Documents, to request additional reports or information from any Loan Party or its
Subsidiaries, any Lender may, from time to time, reasonably request the Administrative Agent to exercise such right as specified in
such Lender’s notice to the Administrative Agent, whereupon the Administrative Agent promptly shall request of Borrowers the
additional reports or information reasonably specified by such Lender, and, upon receipt thereof from such Loan Party or such
Subsidiary, the Administrative Agent promptly shall provide a copy of same to such Lender, and (z) any time that the Administrative
Agent renders to Borrowers a statement regarding the Loan Account, the Administrative Agent shall send a copy of such statement to
each Lender.


 


Article
X

MISCELLANEOUS


 


10.01       Amendments,
Etc. Except as expressly provided in Sections 2.08 and 2.20, no amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom, shall be effective unless
in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the
Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given; provided, however, that (x) the Administrative Agent and the Lead Borrower may, with the consent of the other
(and no other Person), amend, modify or supplement this Agreement and any other Loan Document to cure any ambiguity, omission, typographical
error, mistake, defect or inconsistency if such amendment, modification or supplement does not adversely affect the rights of any Agent,
any L/C Issuer or any Lender or to cause one or more Loan Documents to be consistent with other Loan Documents and (y) no such amendment,
waiver or consent shall:


 


(a)           extend
or increase the Revolving Credit Commitment of any Lender or the Canadian Revolving Credit Sublimit without the written consent of each
Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.02
or the waiver of any Event of Default, mandatory prepayment or mandatory reduction of the Revolving Credit Commitments (other than any
such reduction pursuant to Section 2.06(b)(ii)) shall not constitute an extension or increase of any Revolving Credit Commitment
of any Lender);


 


(b)           postpone
any date scheduled for any payment of principal of, or interest on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder,
without the written consent of each Lender directly affected thereby;


 


(c)           reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (v) of the second
proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written
consent of each Lender directly affected thereby, it being understood that any change to the definitions of Availability or Average Daily
Availability or in the component definitions thereof shall not constitute a reduction in the rate; provided, however, that
only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation
of the Borrowers to pay interest at the Default Rate;


 






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(d)           change any provision of this Section 10.01, Section 2.06(c) or the definition of “Required Lenders,”
 “Required Supermajority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to
amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent
of each Lender;


 


(e)           release all or substantially all of the Collateral in any transaction or series of related transactions or place a Lien on any
real property of a Loan Party as security for any Secured Obligations, without the written consent of each Lender;


 


(f)            release all or substantially all of the value of the guarantees made by the Guarantors, without the written consent of each Lender;


 


(g)           change
(A) Section 2.06(c) in a manner that would alter the term of pro rata sharing of reductions in the Revolving Credit Facility required
thereby without the written consent of each Lender and (B) Section 2.13 or Section 8.04 in a manner that would alter the
order or pro rata sharing of payments required thereby without the written consent of each Lender;


 


(h)           modify
the definition of Protective Overadvance or Section 2.02(f) so as to increase the amount of the Protective Overadvances and Overadvance
Loans or, except as otherwise provided in the definition of Protective Overadvances, the time period for which a Protective Overadvance
or Overadvance Loan may remain outstanding, without the written consent of each Lender;


 


(i)            (x)
increase any advance rate percentage or eligibility criteria set forth in the definition of Borrowing Base or (y) otherwise change the
definition of the Borrowing Base or any component definition thereof if, as a result thereof, the amounts available to be borrowed by
the Borrowers would be increased, in each case, without the written consent of the Required Supermajority Lenders, provided that
the foregoing shall not limit the discretion of the Administrative Agent to change, establish or eliminate any Reserves;


 


(j)            except
for the reinstatement of an Interest Period pursuant to Section 2.20, change the definition of “Interest Period” to
add an additional tenor which is applicable with respect to Term SOFR or the Eurocurrency Rate, without the written consent of each Lender;


 


(k)           subordinate
any of the ABL Obligations or Loans hereunder to any other Indebtedness or subordinate any Lien securing any of the ABL Obligations on
all or substantially all of the Collateral to any other Lien securing any other Indebtedness, except, in each case, Indebtedness that
is expressly permitted under the Loan Documents (as in effect on the Second Restatement Effective Date) to be senior to the ABL Obligations
or Loans or to be secured by a Lien that is senior to the Lien securing the ABL Obligations or Loans, in each case, without the written
consent of each Lender; or


 






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(l)            modify the
definition of Alternative Currency, without the written consent of each Lender;


 


and provided, further that (i) no
amendment, waiver or consent shall, unless in writing and signed by the applicable L/C Issuer in addition to the Lenders required above,
affect the rights or duties of such L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in
addition to the Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent or the Collateral Agent in addition to the Lenders required
above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent or the Collateral Agent, as applicable,
under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto; (v) this Agreement may be amended (or amended and restated) to the extent required to give effect
of the provisions of Section‎ 2.14; (vi) any amendment contemplated by Section 2.20 of this Agreement in connection
with a Benchmark Transition Event shall be effective as contemplated by such Section 2.20 hereof; and (vii) any amendment
contemplated by Section 2.08(d) of this Agreement in connection with the use or administration of any initial Benchmark shall be
effective as contemplated by such Section 2.08(d). Notwithstanding anything to the contrary herein, no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its
terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than
Defaulting Lenders), except that (x) the Revolving Credit Commitment of any Defaulting Lender may not be increased or extended, the maturity
of any of its Loans may not be extended and the principal amount of any of its Loans may not be forgiven, in each case without the consent
of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that
by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.


 


Further, no real property shall
be taken as Collateral unless Lenders receive 45 days’ advance notice and each Lender confirms to the Administrative Agent that
it has completed all flood due diligence, received copies of all flood insurance documentation and confirmed flood insurance compliance
as required by the Flood Laws or as otherwise satisfactory to such Lender. At any time that any real property constitutes Collateral,
no modification of a Loan Document shall add, increase, renew or extend any loan, commitment or credit line hereunder until the completion
of flood due diligence, documentation and coverage as required by the Flood Laws or as otherwise satisfactory to all Lenders.


 


10.02      
Notices; Effectiveness; Electronic Communications.


 


(a)          
General. Unless otherwise expressly provide herein, 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, electronic mail (at such
email addresses as a party may designate in accordance herewith), or telefacsimile, and all notices and other communications expressly
permitted hereunder to be given by telefacsimile shall be made to the applicable number, as follows:


 


(i)   
          if to Holdings, any Borrower, the Administrative Agent, the Collateral Agent, the Swing Line Lender or an L/C Issuer, to the address,
telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02(a); and


 






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(ii)            if to any other Lender, to the address, telecopier number, electronic mail address, electronic mail address, or telephone number
specified in its Administrative Questionnaire.


 


Notices and other communications sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and
other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices
and other communications delivered through electronic communications to the extent provided in subsection (b) below shall
be effective as provided in such subsection (b).


 


(b)          
Electronic Communications. Notices and other communications to the Lenders and the L/C Issuers hereunder may be delivered
or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if
such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving, or is unwilling
to receive, notices under such Article II by electronic communication. The Administrative Agent or the Borrowers may, in their
discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved
by it; provided that approval of such procedures may be limited to particular notices or communications.


 


Unless the Administrative Agent
otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next
business day for the recipient and (ii) notices or communications posted to an Internet or intranet website shall be deemed received
upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause ‎(i) of
notification that such notice or communication is available and identifying the website address therefor.


 






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(c)          The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENTS 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-RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall any Agent-Related Person
have any liability to Holdings, the Borrowers, any Lender, any L/C Issuer or any other Person for losses, claims, damages,
liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or the
Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims,
damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent-Related Person; provided, however, that in no
event shall any Agent-Related Person have any liability to Holdings, the Borrowers, any Lender, any L/C Issuer or any other Person
for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).


 


(d)          
Change of Address, Etc. Each of Holdings, the Borrowers, the Administrative Agent, the Collateral Agent, the Swing Line
Lender and each L/C Issuer and may change its address, electronic mail, telecopier 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, telecopier or telephone number
for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent, the Collateral Agent, the Swing Line
Lender and each L/C Issuer. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative
Agent have on record (i) an effective address, contact name, telephone number, telecopier 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 with respect to the Lead Borrower or its securities for purposes of United States
federal or state securities laws.


 


(e)          
Reliance by Administrative Agent, Collateral Agent, L/C Issuers and Lenders. The Administrative Agent, the Collateral Agent,
the L/C Issuers and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrowers
(or any of them) 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 Collateral Agent, each L/C Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given
by or on behalf of the Borrowers. All telephonic communications with the Administrative Agent may be recorded by the Administrative Agent,
and each of the parties hereto hereby consents to such recording.


 






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10.03     
  No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any L/C Issuer, the Administrative Agent or the Collateral
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 applicable Law.


 


Notwithstanding anything to
the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other
Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection
with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02
for the benefit of all the Lenders and the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the
Administrative Agent or the Collateral Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely
in its capacity as the Administrative Agent or the Collateral Agent) hereunder and under the other Loan Documents, (b) the Swing Line
Lender and each L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Swing Line
Lender or an L/C Issuer, 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 the Administrative Agent hereunder
and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent
pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses ‎(b), ‎(c) and
‎(d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders,
enforce any rights and remedies available to it and as authorized by the Required Lenders.


 






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10.04       Expenses
and Taxes. The Lead Borrower agrees (a) to pay or reimburse the Administrative Agent, the Collateral Agent, the Syndication Agent
and the Arrangers for all reasonable costs and expenses incurred in connection with the preparation, negotiation, syndication and execution
of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and
thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including the reasonable fees, disbursements and other charges of counsel (limited to the reasonable
fees, disbursements and other charges of one firm of U.S. counsel, one firm of Canadian counsel, and one firm of Quebec counsel to the
Administrative Agent, the Collateral Agent, the Syndication Agent and the Arrangers and, if necessary, of one local counsel in each other
relevant jurisdiction and of special and conflicts counsel), and (b) to pay or reimburse the Administrative Agent, the Collateral Agent,
the Syndication Agent, each Arranger, each L/C Issuer and each Lender for all out-of-pocket costs and expenses (including reasonable
and documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including
attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,”
or any proceeding under any Debtor Relief Law concerning any Loan Party or any of its Subsidiaries or in exercising rights or remedies
under the Loan Documents), or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought,
or in taking any enforcement action with respect to the Collateral, including the fees, disbursements and other charges of counsel (limited
to the fees, disbursements and other charges of one firm of U.S. counsel, one firm of Canadian counsel, and one firm of Quebec counsel
to the Administrative Agent, the Collateral Agent, the Syndication Agent, the Arrangers, the L/C Issuers, and the Lenders taken as a
whole, and, if necessary, of one local counsel in each other relevant jurisdiction and of special counsel and, in the event of any conflict
of interest, one additional counsel for the Administrative Agent, the Collateral Agent, the Syndication Agent, each Arranger, each L/C
Issuer and each Lender subject to such conflict), in each case without duplication for any amounts paid (or indemnified) under Section 3.01.
The foregoing costs and expenses shall include (i) all photocopying, notarization, couriers and messengers, telecommunication, search,
filing, recording, insurance and appraisal charges and fees and taxes related thereto, (ii) the Administrative Agent’s customary
fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related to any Loan Party or its Subsidiaries,
(iii) the Administrative Agent’s customary fees and charges (as adjusted from time to time) with respect to the disbursement of
funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise), together with any out-of-pocket
costs and expenses incurred in connection therewith (iv) customary charges imposed or incurred by the Administrative Agent resulting
from the dishonor of checks payable by or to any Loan Party, (v) reasonable, documented out-of-pocket costs and expenses paid or incurred
by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default,
in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the
Collateral, or any portion thereof, irrespective of whether a sale is consummated, (vi) field examination, appraisal, and valuation fees
and expenses of Agent related to any field examinations, appraisals, or valuation to the extent of the fees and charges (and up to the
amount of any limitation) provided in Section 6.10 of this Agreement, (vii) the Administrative Agent’s and Lenders’
reasonable, documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) relative to third
party claims or any other lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise
in connection with the transactions contemplated by the Loan Documents, the Administrative Agent’s Liens in and to the Collateral,
or the Lender Group’s relationship with any Loan Party or any of its Subsidiaries, and (viii) the Administrative Agent’s
reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and due diligence expenses) incurred
in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating (including reasonable
costs and expenses relative to CUSIP, DXSyndicateTM, SyndTrak or other communication costs incurred in connection with a syndication
of the loan facilities), or amending, waiving, or modifying the Loan Documents. All amounts due under this Section 10.04
shall be paid within five Business Days after invoiced or demand therefor. The agreements in this Section 10.04 shall survive
the termination of the Aggregate Commitments and repayment of all other ABL Obligations. 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, the Collateral Agent, the Syndication Agent, any Arranger, any L/C Issuer or any Lender, in its sole discretion.


 






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10.05       Indemnification
by the Lead Borrower. The Lead Borrower shall indemnify and hold harmless the Administrative Agent, the Syndication Agent, each Arranger,
each Agent-Related Person, each Lender, each L/C Issuer and their respective Affiliates, partners, directors, officers, employees,
counsel, agents and, in the case of any funds, trustees, advisors, and other representatives and attorneys-in-fact (collectively the
 “Indemnitees”) from and against (and will reimburse each Indemnitee as the same are incurred for) any and all
liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs (including settlement costs),
expenses and disbursements (including the fees, disbursements and other charges of (i) one U.S. firm of counsel and one Canadian firm
of counsel to the Indemnitees taken as a whole, (ii) in the case of any conflict of interest, additional counsel to the affected Lender
or group of Lenders, limited to one such additional counsel so long as representation of each such party by a single counsel is consistent
with and permitted by professional responsibility rules, and (iii) if necessary, one local counsel in each relevant jurisdiction and
special counsel) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against any
such Indemnitee in any way relating to or arising out of or in connection with or by reason of (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 Revolving Credit Commitment, Loan or Letter
of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any L/C Issuer to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter
of Credit), (c) any Environmental Release of Hazardous Materials on or from any property currently owned, leased or operated by
the Lead Borrower, any Subsidiary or any other Loan Party or its Subsidiaries, or any Environmental Liability related in any way to the
Lead Borrower, any Subsidiary or any other Loan Party (other than any Environmental Release or Environmental Liability resulting solely
from acts or omissions by Persons other than the Lead Borrower, its Subsidiaries or any other Loan Party, with respect to the applicable
property after the Collateral Agent sells the respective property pursuant to a foreclosure or has accepted a deed in lieu of foreclosure),
(d) the Fee Letter or (e) any actual or prospective claim, litigation, investigation or proceeding in any way relating to, arising out
of, in connection with or by reason of 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) and regardless of whether
any Indemnitee is a party thereto and whether or not such proceeding is brought by the Lead Borrower or any other Person (all the foregoing,
collectively, the “Indemnified Liabilities”), in all cases, 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 liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses
or disbursements (x) arise from a dispute that does not involve any action or omission of the Lead Borrower or any of its Affiliates
and is solely among the Indemnitees (other than in connection with any such party acting in its capacity as an Arranger or an Agent)
or (y) are found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s
or any of its controlled Affiliates’ bad faith, gross negligence, willful misconduct or breach of its funding obligations under
the Loan Documents. 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 information transmission systems (including electronic telecommunications) in connection with this
Agreement, except to the extent of direct, as opposed to special, indirect, consequential or punitive, damages determined in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s or any of its controlled Affiliate’s
bad faith, gross negligence, willful misconduct or breach of its funding obligations under the Loan Documents. No Indemnitee or Loan
Party 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 Second Restatement Effective Date);
provided that the foregoing shall not affect the Loan Parties’ indemnification obligations pursuant to this Section 10.05.
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, its directors, shareholders
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 is consummated.


 






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No Loan Party shall be liable
for any settlement of any claim, investigation, litigation or proceeding effected without the Lead Borrower’s consent (which consent
shall not be unreasonably withheld or delayed), but if settled with the Lead Borrower’s consent, or if there is a judgment against
an Indemnitee in any such claim, investigation, litigation or proceeding, the Lead Borrower agrees to indemnify and hold harmless each
Indemnitee in the manner set forth above. Notwithstanding the immediately preceding sentence, if at any time an Indemnitee shall have
requested in accordance with this Section 10.05 that the Lead Borrower reimburses such Indemnitee for legal or other expenses in
connection with investigating, responding to or defending any claim, investigation, litigation or proceeding, which legal or other expenses
are reimbursable pursuant to this Section 10.05, the Lead Borrower shall be liable for any settlement of any claim, investigation,
litigation or proceeding effected without the Lead Borrower’s written consent if (a) such settlement is entered into more than
45 days after such request for reimbursement is sent to the Lead Borrower and (b) the Lead Borrower shall not have reimbursed such Indemnitee
in accordance with such request prior to the date of such settlement (unless such reimbursement request is subject to a good faith dispute).
The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent or the Collateral Agent, the replacement
of any L/C Issuer or any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the
other ABL Obligations. For the avoidance of doubt, any indemnification relating to Taxes, other than Taxes arising from a non-Tax claim,
shall be covered by Section 3.01 and shall not be covered by this Section 10.05.


 


10.06       Payments
Set Aside. To the extent that any payment by or on behalf of the Borrowers (or any of them) is made to any Agent, to any L/C
Issuer or any Lender, or any Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of
such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by such Agent, such L/C Issuer or such Lender in its discretion) to be repaid to
a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the
extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full
force and effect as if such payment had not been made or such setoff had not occurred and (b) each Lender and each L/C Issuer
severally agrees to pay to the Administrative Agent or the Collateral Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment
is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and
the L/C Issuers under clause ‎(b) of the preceding sentence shall survive the payment in full of the ABL
Obligations and the termination of this Agreement.


 






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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 none of the Borrowers may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent, each Lender and each L/C Issuer (except as permitted by Section 7.04), and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the
provisions of Section 10.07(b), (ii) by way of participation in accordance with the provisions of Section 10.07(d)
or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f). Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)           Any
Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including
all or a portion of its Revolving Credit Commitment(s) and the Loans (including for purposes of this Section 10.07(b), participations
in L/C Obligations and in Swing Line Loans) at the time owing to it); provided, that (i) (A) in the case of an assignment of the
entire remaining amount of the assigning Lender’s Revolving Credit Commitment(s) under the Revolving Credit Facility and the Loans
at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a
Lender, no minimum amount shall need to be assigned, and (B) in any case not described in clause (b)(i)(A) of this Section,
the aggregate amount of the Revolving Credit Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable
Revolving Credit Commitment is not then in effect, the outstanding principal balance of the 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 or, if a “Trade Date” is specified in the Assignment and Assumption, as of such Trade Date, shall not be less than
$5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Lead Borrower
otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments
to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an
Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such
minimum amount has been met; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning
Lender’s rights and obligations under this Agreement with respect to the Loans or the Revolving Credit Commitment assigned, except
that this clause (ii) shall not apply to a Swing Line Lender’s rights and obligations in respect of Swing Line Loans;
(iii) no consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and,
in addition (A) the consent of the Lead Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1)
a Specified Event of Default has occurred and is continuing at the time of such assignment, (2) such assignment is made to a Revolving
Credit Lender or an Affiliate of a Revolving Credit Lender, or (3) in connection with the primary syndication of the Revolving Credit
Facility, such assignment is made to a Lender that has been identified to and consented to by the Lead Borrower prior to the Second Restatement
Effective Date, provided that the Lead Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within ten Business Days after having received notice thereof; (B) the consent
of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required; and (C) the consent of each
L/C Issuer and each Swing Line Lender (each such consent not to be unreasonably withheld or delayed) shall be required; (iv) the parties
to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and
recordation fee of $3,500 (except, (x) in the case of contemporaneous assignments by any Lender to one or more Approved Funds, only a
single processing and recording fee shall be payable for such assignments and (y) the Administrative Agent, in its sole discretion, may
elect to waive such processing and recording fee in the case of any assignment); (v) no such assignment shall be made to (A) to
any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing
Persons described in this clause (A), (B) a natural person, (C) Holdings, the Lead Borrower, any of their Subsidiaries or
any of their Affiliates or (D) absent the consent of the Lead Borrower (which consent may be withheld in the sole discretion of the Lead
Borrower), to a Person (an “Ineligible Assignee”) disclosed on a list posted on the Platform prior to the Second
Restatement Effective Date, as updated from time to time (but no more often than quarterly) by the Lead Borrower to include competitors
of the Lead Borrower (but not other Persons) by posting a new such list of Ineligible Assignees on the Platform; provided that,
notwithstanding anything to the contrary, the Administrative Agent shall not have any obligation to determine whether any potential assignee
is an Ineligible Assignee or any liability with respect to any assignment made to an Ineligible Assignee; (vi) the assigning Lender shall
deliver any Notes evidencing such Loans to the Lead Borrower or the Administrative Agent; and (vii) 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 Lead Borrower and the
Administrative Agent, the applicable Pro Rata Share of Loans previously requested but not funded by such 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; provided that 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. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c), 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
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 (b) 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(d).


 






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(c)            The
Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for tax purposes), 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 Revolving Credit Commitments of, and principal amounts (and related interest amounts)
of the Loans, L/C Obligations, L/C Borrowings and amounts due under Sections 2.03 and 2.09, 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. In addition, the
Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender
as Defaulting Lender. The Register shall be available for inspection by any Borrower, any Agent and any Lender with respect to such Lender’s
entry, at any reasonable time and from time to time upon reasonable prior notice.


 






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(d)           Any
Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person
(other than a natural person, an Ineligible Assignee or a Defaulting Lender) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Credit
Commitment and the Loans (including for purposes of this Section 10.07(d), participations in L/C Obligations and in Swing Line
Loans) at the time owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrowers, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement; provided, further that the Administrative Agent shall not have any obligation
to determine whether any potential Participant is an Ineligible Assignee or any liability with respect to any participation sold to an
Ineligible Assignee. 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 to approve any amendment, modification or waiver of any provision of this Agreement;
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 the first proviso to Section 10.01 that directly affects such
Participant. Subject to Section 10.07(e), the Borrowers agree that each Participant shall be entitled to the benefits of
Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section 10.07(b). To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits
of Section 10.09 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.13
as though it were a Lender.


 


(e)           A
Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the
applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of
the participation to such Participant is made with the Lead Borrower’s prior written consent, except to the extent such entitlement
to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A
Participant shall not be entitled to the benefits of Section 3.01 and Section 3.04 unless such Participant agrees,
for the benefit of the Lead Borrower, to comply with obligations, restrictions and limitations under such Sections and Section
3.07 as though it were a Lender. Each Lender that sells a participation agrees to cooperate with the Lead Borrower to effectuate
the provisions of Section 3.07 with respect to any Participant.


 


(f)            Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under
its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve
Bank or 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.


 


(g)           Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any
portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued,
by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender
in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any
of its obligations under the Loan Documents, and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under
the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure
or otherwise.


 






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(h)           Notwithstanding
anything to the contrary contained herein, if at any time the Administrative Agent assigns all of its Revolving Credit Commitments and
Loans pursuant to Section 10.07(b), the Administrative Agent may, (i) upon 30 days’ notice to the Borrowers and the
Lenders, resign as an L/C Issuer and/or (ii) upon 30 days’ notice to the Borrowers, resign as the Swing Line Lender. In the event
of any such resignation as L/C Issuer or the Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor
L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor
shall affect the resignation of the Administrative Agent as an L/C Issuer or the Swing Line Lender, as the case may be. If the Administrative
Agent resigns as an L/C Issuer or the Swing Line Lender, it shall retain all the rights and obligations of an L/C Issuer hereunder with
respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts
pursuant to Section 2.03(e)). If the Administrative Agent resigns as the Swing Line Lender, it shall retain all the rights
of the Swing Line Lender provided for hereunder with respect to all Swing Line Loans made by it and outstanding as of the effective date
of such resignation as the Swing Line Lender. Upon the appointment of a successor L/C Issuer or Swing Line Lender, (A) such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender,
as the case may be, and (B) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements satisfactory to the Administrative Agent to effectively assume
the obligations of the Administrative Agent with respect to such Letters of Credit.


 


(i)             Each
Lender that sells a participation, acting solely for this purpose as a non-fiduciary agent of the Borrowers (solely for tax purposes),
shall maintain a register on which it enters the name and address of each Participant, and the amount of each such Participant’s
interest in such Lender’s rights and/or obligations under this Agreement (the “Participant Register”);
provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant’s interest in such Lender’s rights and/or obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such rights and/or obligations
are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall
be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the
owner of the applicable participation interest.


 






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10.08       Confidentiality.
Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be
disclosed (a) to its Affiliates, to its and its Affiliates’ directors, officers, employees and agents, including
accountants, auditors, legal counsel and other advisors and to the Persons approving or administering a Loan on behalf of an Agent
or a Lender (it being understood that all Persons pursuant to clause (a) to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such Information confidential in accordance with customary
practices); (b) to the extent requested or required by any regulatory authority having or purporting to have jurisdiction over
such Agent, Lender or its respective Affiliates (including any self-regulatory authority such as the National Association of
Insurance Commissioners) or in connection with any pledge or assignment permitted under Section 10.07(f); (c) in any
legal, judicial, administrative proceeding or other compulsory process or otherwise as required by applicable Laws or regulations or
by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan
Document or the enforcement of rights hereunder or thereunder, (f) 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 Lead Borrower), to any
Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations
under this Agreement or to any prospective counterparty to any Cash Management Agreement or Swap Contract; (g) with the consent of
the Lead Borrower; (h) to the extent such Information (A) becomes publicly available other than as a result of a breach of
this Section 10.08 or (B) is independently developed by such Agent, Lender or any of their respective Affiliates; (i) to
any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other
similar organization) regulating such Agent or Lender; or (j) to any rating agency when required by it (it being understood that,
prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to the
Loan Parties received by it from such Lender). 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 Revolving Credit Commitments, and the Credit Extensions. For the purposes of this Section 10.08,
 “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any
Loan Party or any Subsidiary thereof relating to any Loan Party or its business, other than any such information that is publicly
available to any Agent or any Lender prior to disclosure by any Loan Party other than as a result of a breach of this Section 10.08; provided,
that, in the case of information received from a Loan Party after the Second Restatement Effective Date, such information is clearly
identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided
in this Section 10.08 shall be considered to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information.


 


Each of the Agents, the Lenders
and each L/C Issuer acknowledges that (i) the Information may include material non-public information concerning the Lead Borrower, Holdings
or a Subsidiary of either, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information
and (iii) it will handle such material non-public information in accordance with applicable Law, including United States federal and
state securities Laws.


 






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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 Agent, Lender and L/C Issuer is authorized at any time and from time to time, without prior notice to the Borrowers or
any other Loan Party, any such notice being waived by the Borrowers (on their own behalf and on behalf of each Loan Party) to the fullest
extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any
time held by, and other Indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties
against any and all ABL Obligations owing to such Agent, Lender or L/C Issuer hereunder or under any other Loan Document, now or hereafter
existing, irrespective of whether or not such Agent, such Lender or such L/C Issuer shall have made demand under this Agreement or any
other Loan Document and although such ABL 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 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other
funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall
provide promptly to the Administrative Agent a statement describing in reasonable detail the ABL Obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent
after any such set-off and application made by such Lender; provided, however, that the failure to give such notice
shall not affect the validity of such setoff and application. The rights of each Agent, each Lender and L/C Issuer under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that such Agent, such Lender
and L/C Issuer may have.


 


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 ABL Obligations hereunder.
In addition to the foregoing, if any provision of this Agreement or of any of the other Loan Documents would obligate the Canadian
Borrower or any other Loan Party to make any payment of “interest” (as defined in Section 347 (the “Criminal Code
Section”) of the Criminal Code (Canada)) or other amount payable to any Lender in an amount or calculated at a rate that would
exceed the effective annual rate of interest lawfully permitted under the Criminal Code Section on the “credit advanced”
(as defined in the Criminal Code Section) or would otherwise be prohibited by law or would result in a receipt by such Lender of
 “interest” at a “criminal rate” (as such terms are defined in the Criminal Code Section) then,
notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum
amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by such Lender of
interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: (i) first, by reducing the amount
or rate of interest required to be paid to such Lender under this Agreement, and (ii) thereafter, by reducing any fees, commissions,
premiums and other amounts required to be paid to such Lender which would constitute “interest” for purposes of the
Criminal Code Section. After giving effect to all adjustments contemplated by this Section 10.10, if any Agent or Lender
shall have received an amount in excess of the maximum permitted by the Criminal Code (Canada), then the relevant Loan Party shall
be entitled, promptly upon such Agent or Lender becoming aware of the same (whether by notice in writing from such Loan Party or
otherwise), to obtain reimbursement from such Agent or Lender in an amount equal to the excess, and pending reimbursement, the
amount of the excess shall be deemed to be an amount payable by that Agent or Lender to such Loan Party. Any amount or rate of
interest referred to in this Agreement shall be determined in accordance with GAAP as an effective annual rate of interest over the
term that the applicable Loan remains outstanding on the assumption that any charges, fees or expenses that fall within the meaning
of “interest” under the Criminal Code Section shall, if they relate to a specific period of time, be pro-rated over that
period of time and otherwise be pro-rated over the period from the Second Restatement Effective Date to the Maturity Date and, in
the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be
conclusive, absent manifest error, for the purposes of such determination.


 






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10.11      
Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts (and by different
parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument.


 


10.12      
Integration; Effectiveness. This Agreement and the other Loan Documents constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject
matter hereof. 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.


 


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 each Agent, each L/C Issuer and each Lender,
regardless of any investigation made by any Agent, any L/C Issuer or any Lender or on their behalf and notwithstanding that any Agent,
any L/C Issuer 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 ABL Obligation hereunder shall remain unpaid or unsatisfied or any Revolving Credit
Commitment or Letter of Credit shall remain outstanding.


 


10.14       Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents 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. 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 Swing Line Lender or the applicable L/C Issuer, then such
provisions shall be deemed to be in effect only to the extent not so limited.


 






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10.15       Governing Law; Jurisdiction; Etc.


 


(a)            GOVERNING LAW. THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED THEREIN) SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)            SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT
IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY ADMINISTRATIVE AGENT,
THE COLLATERAL AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST THE LEAD BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)            WAIVER
OF VENUE. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.


 






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(d)           SERVICE
OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.


 


10.16       WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION 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, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.16 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


10.17        Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrowers, the Administrative
Agent and the Collateral Agent and the Administrative Agent shall have been notified by each Lender, the Swing Line Lender and each L/C
Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it, and thereafter shall be binding upon and inure to the
benefit of the Borrowers, each Agent, each Lender and each L/C Issuer and their respective successors and assigns, except that no Borrower
shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders and the L/C
Issuers except as permitted by Section 7.04.


 


10.18        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 of the Borrowers and
Holdings acknowledges and agrees, and acknowledges and agrees that it has informed its other Affiliates, that: (i) (A) no fiduciary,
advisory or agency relationship between any of the Borrowers, Holdings and their respective Subsidiaries and any Agent, any
Arranger, any L/C Issuer or any Lender is intended to be or has been created in respect of any of the transactions contemplated
hereby and by the other Loan Documents, irrespective of whether any Agent, any Arranger, any L/C Issuer or any Lender has advised or
is advising any of the Borrowers, Holdings and their respective Subsidiaries on other matters, (B) the arranging and other services
regarding this Agreement provided by the Agents, the Arrangers, the L/C Issuers and the Lenders are arm’s-length commercial
transactions between the Borrowers, Holdings and their respective Subsidiaries, on the one hand, and the Agents, the Arrangers, the
L/C Issuers and the Lenders, on the other hand, (C) each of the Borrowers and Holdings has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate and (D) each of the Borrowers and Holdings 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 Agents, the Arrangers, the L/C Issuers and the Lenders each is and has been acting solely as a
principal and, except as may otherwise be 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 the Borrowers, Holdings or any of their respective Affiliates, or any other Person and
(B) none of the Agents, the Arrangers, the L/C Issuers and the Lenders has any obligation to the Borrowers, Holdings 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 Agents, the Arrangers, the L/C Issuers, the Lenders and their respective Affiliates may
be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers, Holdings and their
respective Affiliates, and none of the Agents, the Arrangers, the L/C Issuers, the Lenders or any of their respective Affiliates has
any obligation to disclose any of such interests and transactions to the Borrowers, Holdings or any of their respective Affiliates.
To the fullest extent permitted by law, each of the Borrowers and Holdings hereby waives and releases any claims that it may have
against the Agents, the Arrangers, the L/C Issuers 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.


 






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10.19       Affiliate
Activities. Each of the Borrowers and Holdings acknowledges that each Agent and each Arranger (and their respective Affiliates) is
a full service securities firm engaged, either directly or through affiliates, in various activities, including securities trading, investment
banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial
planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, it may make or hold
a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments
(including bank loans) for its own account and for the accounts of its customers and may at any time hold long and short positions in
such securities and/or instruments. Such investment and other activities may involve securities and instruments of the Borrowers, Holdings
and their respective affiliates, as well as of other entities and persons and their Affiliates which may (i) be involved in transactions
arising from or relating to the engagement contemplated hereby and by the other Loan Documents (ii) be customers or competitors of the
Borrowers, Holdings and their respective Affiliates or (iii) have other relationships with the Borrowers, Holdings and their respective
Affiliates. In addition, it may provide investment banking, underwriting and financial advisory services to such other entities and persons.
It may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment
vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of the Borrowers,
Holdings and their respective Affiliates or such other entities. The transactions contemplated hereby and by the other Loan Documents
may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph.


 


10.20       
Electronic Execution. Execution of any such counterpart may be by means of (a) an electronic signature that complies with the
federal Electronic Signatures in Global and National Commerce Act, as in effect from time to time, state enactments of the Uniform Electronic
Transactions Act, as in effect from time to time, or any other relevant and applicable electronic signatures law; (b) an original manual
signature; or (c) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual
signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature.
Administrative Agent reserves the right, in its discretion, to accept, deny, or condition acceptance of any electronic signature on this
Agreement. Any party delivering an executed counterpart of this Agreement by faxed, scanned or photocopied manual signature shall also
deliver an original manually executed counterpart, but the failure to deliver an original manually executed counterpart shall not affect
the validity, enforceability and binding effect of this Agreement. The foregoing shall apply to each other Loan Document, and any notice
delivered hereunder or thereunder, mutatis mutandis.


 






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10.21       
USA PATRIOT ACT; “Know Your Customer” Checks.


 


(a)            Each
L/C Issuer and each Lender that is subject to the PATRIOT Act (as hereinafter defined) or other applicable “know your customer”
and anti-money laundering rules and regulations 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 (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “PATRIOT Act”) or other applicable “know your customer” and anti-money laundering rules
and regulations, it is required to obtain, verify and record information that identifies each Loan Party, which information includes
the name and address of each Loan Party and other information that will allow such L/C Issuer, such Lender or the Administrative Agent,
as applicable, to identify each Loan Party in accordance with the PATRIOT Act. The Borrowers shall, promptly following a request by the
Administrative Agent, any L/C Issuer or any Lender, provide all documentation and other information that the Administrative Agent, such
L/C Issuer or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the PATRIOT Act.


 


(b)           If in connection with (i) the introduction of or any Change in Law, (ii) any change in the status of a Loan Party after the Second
Restatement Effective Date, (iii) the addition of any Guarantor pursuant to Section 6.12, (iv) any proposed assignment or transfer
by a Lender of any of its rights and obligations under this Agreement to a party that was not previously a Lender hereunder, (v) the appointment
of an L/C Issuer pursuant to Section 2.03 or (vi) any L/C Credit Extension, the Administrative Agent, any Lender (or, in the
case of clause (iv) above, any prospective Lender) or any L/C Issuer requires additional information in order to comply with “know
your customer” or similar identification procedures, each of Holdings and the Borrowers shall, and shall cause each other Loan Party
and Restricted Subsidiary to, promptly upon the request of the Administrative Agent, such Lender or such L/C Issuer, provide such documentation
and other evidence as is reasonably requested by the Administrative Agent (for itself or on behalf of any Lender), such Lender (for itself
or, in the case of the event described in clause (iv) above, on behalf of any prospective Lender) or such L/C Issuer in order
for the Administrative Agent, such Lender, such prospective Lender or such L/C Issuer to carry out and be satisfied it has complied with
all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions
contemplated in the Loan Documents. The applicable L/C Issuer shall not be required to make such L/C Credit Extension unless it is satisfied
that it has complied with all necessary “know your customer” or other similar checks under all applicable Laws and regulations
with respect to such L/C Credit Extension.


 






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10.22       Keepwell.
Each Qualified ECP Borrower 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 Borrower to honor all of its obligations under this
Agreement in respect of Swap Obligations (provided, however, that each Qualified ECP Borrower shall only be liable
under this Section 10.22 for the maximum amount of such liability that can be hereby incurred without rendering its
obligations under this Section 10.22, or otherwise under this Agreement, as it relates to such Borrower, voidable under
applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each
Qualified ECP Borrower under this Section 10.22 shall remain in full force and effect so long as any Lender shall have any
Revolving Credit Commitment hereunder, any Loan or other ABL Obligation hereunder (other than ABL Obligations arising under Secured
Cash Management Agreements and Secured Hedge Agreements as to which other arrangements satisfactory to the Administrative Agent and
the applicable Secured Party have been made) which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized
or a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer is in place). Each Qualified ECP Borrower
intends that this Section 10.22 constitute, and this Section 10.22 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Borrower for all purposes of Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


 


10.23      
ABL/Term Intercreditor Agreement.


 


Each of the Lenders and L/C
Issuers hereby acknowledges that it has received and reviewed the ABL/Term Intercreditor Agreement and agrees to be bound by the terms
thereof. Each Lender and L/C Issuers (and each Person that becomes a Lender or L/C Issuer under this Agreement) hereby authorizes and
directs Wells Fargo, as representative for the Secured Parties, to enter into the ABL/Term Intercreditor Agreement on behalf of such Lender
and agrees such representative may take such actions on its behalf as is contemplated by the terms of the ABL/Term Intercreditor Agreement.
In addition, each Lender and Agent acknowledge and agree that (a) the rights and remedies of the Agents, Lenders and L/C Issuers hereunder
and under the other Loan Documents are subject to the ABL/Term Intercreditor Agreement and (b) in the event of a conflict, the provisions
of the ABL/Term Intercreditor Agreement shall control. Each Lender further understands, acknowledges and agrees that the provisions setting
forth the priorities as between the Secured Parties and the Term Secured Parties are set forth in the ABL/Term Intercreditor Agreement.


 


10.24       Acknowledgement and
Consent to Bail-In of Affected 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 Affected Financial
Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion
powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)            the application
of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be
payable to it by any party hereto that is an Affected Financial Institution; and


 






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(b)
          the effects of any Bail-in Action on any such liability, including, if applicable:


 


(i)              a reduction in full or in part or cancellation of any such liability;


 


(ii)             a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)            the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable
Resolution Authority.


 


10.25       Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap Contracts or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):


 


(a)            In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such
Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights
in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act
Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents
that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing,
it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights
of any Covered Party with respect to a Supported QFC or any QFC Credit Support.


 






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(b)           As
used in this Section 10.25, the following terms have the following meanings:


 


(i)              “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.


 


(ii)             “Covered
Entity” means any of the following: (A) a “covered entity” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (B) a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or (C) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
 § 382.2(b).


 


(iii)            “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.


 


(iv)            “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).


 


10.26       Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit Agreement,
as amended, effective from and after the Second Restatement Effective Date. The execution and delivery of this Agreement shall not constitute
a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit Agreement
based on facts or events occurring or existing before the execution and delivery of this Agreement. On the Second Restatement Effective
Date, the credit facilities described in the Existing Credit Agreement, as amended, shall be amended, supplemented, modified and restated
in their entirety by the corresponding credit facilities described herein, and all loans and other obligations of the Borrowers and the
obligations of the other Loan Parties outstanding or existing as of such date under the Existing Credit Agreement are and shall be deemed
to be loans and obligations outstanding under the corresponding facilities described herein, without any further action by any Person,
except that the Administrative Agent shall make such transfers of funds as are necessary for the outstanding balance of such Loans, together
with any Loans funded on the Second Restatement Effective Date, to comport with the respective Revolving Credit Commitments of the Revolving
Credit Lenders hereunder (and each Revolving Credit Lender party hereto agrees to cooperate with the Administrative Agent in determining
and making such transfers and in accepting such transfers). In furtherance of (but not limited to) the foregoing, (a) all interest and
fees of the Loan Parties under the Existing Credit Agreement shall accrue at the rates therefor under the Existing Credit Agreement and
shall, on and after the Second Restatement Effective Date, accrue at the rates set forth in this Agreement and be payable on the dates
set forth in this Agreement and (b) all Letters of Credit issued pursuant to the Existing Credit Agreement and outstanding on the Second
Restatement Effective Date are and shall be deemed to be Letters of Credit under this Agreement.


 






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10.27       Erroneous Payments.


 


(a)            Each
Lender, each L/C Issuer, and each other Secured Party hereby severally agrees that if (i) Administrative Agent notifies (which
such notice shall be conclusive absent manifest error) such Lender or L/C Issuer or any Secured Party (or the Lender which is an
Affiliate of a Lender, L/C Issuer or Secured Party) or any other Person that has received funds from Administrative Agent or any of
its Affiliates on behalf of a Lender, L/C Issuer or Secured Party (each such recipient, a “Payment Recipient”)
that Administrative Agent has determined in its sole discretion that any funds received by such Payment Recipient were erroneously
transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Payment
Recipient) or (ii) any Payment Recipient receives any payment from Administrative Agent (or any of its Affiliates) (A) that is
in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by
Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, (B) that was
not preceded or accompanied by a notice of payment, prepayment or repayment sent by Administrative Agent (or any of its Affiliates)
with respect to such payment, prepayment or repayment, as applicable, or (C) that such Payment Recipient otherwise becomes aware was
transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to
have been made (any such amounts specified in clauses (i) or (ii) of this Section 10.27, whether received as a payment,
prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an
 “Erroneous Payment”), then, in each case, such Payment Recipient is deemed to have knowledge of such error at the
time of its receipt of such Erroneous Payment; provided that nothing in this Section shall require Administrative
Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert
any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment
with respect to any demand, claim or counterclaim by Administrative Agent for the return of any Erroneous Payments, including
without limitation waiver of any defense based on “discharge for value” or any similar doctrine.


 


(b)           Without limiting the immediately preceding clause (a), each Payment Recipient agrees that, in the case of clause (a)(ii) above,
it shall promptly notify Administrative Agent in writing of such occurrence.


 


(c)            In the case of either clause (a)(i) or (a)(ii) above, such Erroneous Payment shall at all times remain the property of Administrative
Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of Administrative Agent, and upon demand from
Administrative Agent such Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its
behalf to), promptly, but in all events no later than one Business Day thereafter, return to Administrative Agent the amount of any such
Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together
with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such
Payment Recipient to the date such amount is repaid to Administrative Agent at the greater of the Federal Funds Rate and a rate determined
by Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect.


 






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(d)           In
the event that an Erroneous Payment (or portion thereof) is not recovered by Administrative Agent for any reason, after demand therefor
by Administrative Agent in accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate
of a Payment Recipient (such unrecovered amount as to such Lender, an “Erroneous Payment Return Deficiency”), then
at the sole discretion of Administrative Agent and upon Administrative Agent’s written notice to such Lender (i) such Lender shall
be deemed to have made a cashless assignment of the full face amount of the portion of its Loans (but not its Revolving Credit Commitments)
with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loans”) to Administrative Agent
or, at the option of Administrative Agent, Administrative Agent’s applicable lending affiliate (such assignee, the “Agent
Assignee”) in an amount that is equal to the Erroneous Payment Return Deficiency (or such lesser amount as Administrative Agent
may specify) (such assignment of the Loans (but not Revolving Credit Commitments) of the Erroneous Payment Impacted Loans, the “Erroneous
Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval
of any party hereto and without any payment by Agent Assignee as the assignee of such Erroneous Payment Deficiency Assignment. Without
limitation of its rights hereunder, following the effectiveness of the Erroneous Payment Deficiency Assignment, Administrative Agent
may make a cashless reassignment to the applicable assigning Lender of any Erroneous Payment Deficiency Assignment at any time by written
notice to the applicable assigning Lender and upon such reassignment all of the Loans assigned pursuant to such Erroneous Payment Deficiency
Assignment shall be reassigned to such Lender without any requirement for payment or other consideration. The parties hereto acknowledge
and agree that (i) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration
paid by the applicable assignee or received by the assignor, (ii) the provisions of this clause (d) shall govern in the event of any
conflict with the terms and conditions of Section 10.07 and (iii) Administrative Agent may reflect such assignments in the Register
without further consent or action by any other Person.


 


(e)            Each
party hereto hereby agrees that (i) in the event an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient
that has received such Erroneous Payment (or portion thereof) for any reason, Administrative Agent (A) shall be subrogated to all the
rights of such Payment Recipient and (B) is authorized to set off, net and apply any and all amounts at any time owing to such Payment
Recipient under any Loan Document, or otherwise payable or distributable by Administrative Agent to such Payment Recipient from any source,
against any amount due to Administrative Agent under this Section 10.27 or under the indemnification provisions of this Agreement,
(ii) the receipt of an Erroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment,
prepayment, repayment, discharge or other satisfaction of any ABL Obligations owed by the Borrowers or any other Loan Party, except,
in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised
of funds received by Administrative Agent from the Borrowers or any other Loan Party for the purpose of making for a payment on the ABL
Obligations and (iii) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any
of the ABL Obligations, the ABL Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the
case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.


 






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(f)            Each
party’s obligations under this Section 10.27 shall survive the resignation or replacement of Administrative Agent or any
transfer of right or obligations by, or the replacement of, a Lender, the termination of the Revolving Credit Commitments or the repayment,
satisfaction or discharge of all ABL Obligations (or any portion thereof) under any Loan Document.


 


(g)           The
provisions of this Section 10.27 to the contrary notwithstanding, (i) nothing in this Section 10.27 will constitute a waiver
or release of any claim of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment and (ii) there
will only be deemed to be a recovery of the Erroneous Payment to the extent that Administrative Agent has received payment from the Payment
Recipient in immediately available funds the Erroneous Payment Return Deficiency, whether directly from the Payment Recipient, as a result
of the exercise by Administrative Agent of its rights of subrogation or set off as set forth above in clause (e) or as a result of the
receipt by Agent Assignee of a payment of the outstanding principal balance of the Loans assigned to Agent Assignee pursuant to an Erroneous
Payment Deficiency Assignment, but excluding any other amounts in respect thereof (it being agreed that any payments of interest, fees,
expenses or other amounts (other than principal) received by Agent Assignee in respect of the Loans assigned to Agent Assignee pursuant
to an Erroneous Payment Deficiency Assignment shall be the sole property of Agent Assignee and shall not constitute a recovery of the
Erroneous Payment).


 


10.28       Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder
or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with
normal banking procedures Administrative Agent could purchase the first currency with such other currency on the Business Day preceding
that on which final judgment is given. The obligation of Borrowers in respect of any such sum due from it to Administrative Agent or any
Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”)
other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement
Currency”), be discharged only to the extent that on the Business Day following receipt by Administrative Agent or such Lender,
as the case may be, of any sum adjudged to be so due in the Judgment Currency, Administrative Agent or such Lender, as the case may be,
may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement
Currency so purchased is less than the sum originally due to Administrative Agent or any Lender from Borrowers in the Agreement Currency,
Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify Administrative Agent or such Lender, as
the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to Administrative
Agent or any Lender in such Currency, Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess
to Borrowers (or to any other Person who may be entitled thereto under applicable law).


 






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10.29       Applicable
Designees. Administrative Agent, each L/C Issuer, Swing Line Lender and each Borrower hereby agree that each Lender at its option
may make any Revolving Credit Loan (including purchasing participations in any Letter of Credit and Fronting Exposure) and each L/C Issuer
may issue any Letter of Credit, in each case, by causing any domestic or foreign office, branch or Affiliate of such Lender or L/C Issuer
(each, an “Applicable Designee”) to make such Revolving Credit Loan (including purchasing participations in any Letter
of Credit and Fronting Exposure) or issue such Letter of Credit, as applicable; provided that any exercise of such option shall
not affect the obligation of any Borrower to repay the ABL Obligations in accordance with the terms of this Agreement. Furthermore, with
respect to (a) each provision of this Agreement relating to the funding or participation in any Revolving Credit Loans or the repayment
or the reimbursement thereof by a Borrower in connection therewith, (b) any rights of set-off, (c) any rights of indemnification or expense
reimbursement, and (d) reserves, capital adequacy or other provisions, each reference to Administrative Agent or a Lender shall be deemed
to include Administrative Agent’s or such Lender’s Applicable Designee. Notwithstanding the designation by Administrative
Agent or any Lender of an Applicable Designee, Borrowers, Administrative Agent and the Lenders shall deal solely and directly with Administrative
Agent or such Lender in connection with Administrative Agent’s or such Lender’s rights and obligations under this Agreement;
provided that each Applicable Designee shall be subject to the provisions obligating or restricting Administrative Agent or Lenders,
as applicable, under this Agreement.


 


10.30       Hypothecary
Representative. Without limiting the powers of the Collateral Agent under this Agreement and the Security Agreements, to the extent
necessary for the purposes of holding any Security Agreement granted by any Loan Party pursuant to the laws of the Province of Québec,
each Loan Party and each of the Secured Parties party hereto hereby irrevocably appoints and authorizes the Collateral Agent, as part
of its duties as Collateral Agent, to act as the hypothecary representative of all present and future Secured Parties as contemplated
under Article 2692 of the Civil Code of Quebec. Any Person who becomes a Secured Party or successor Collateral Agent shall be deemed
to have consented to and ratified the foregoing appointment of the Collateral Agent as the hypothecary representative on behalf of all
Secured Parties, including such Person and any Affiliate of such Person designated above as a Secured Party. The execution prior to the
date hereof by the Collateral Agent in its capacity as hypothecary representative of any Security Agreements made pursuant to the laws
of the Province of Quebec, is hereby ratified and confirmed. The appointment of a successor Collateral Agent pursuant to the terms hereof
also constitutes the appointment of a successor hypothecary representative under this Section without any further agreement, act or formality
(subject to, prior to the successor hypothecary representative exercising the rights relating to the hypothec created under any such
Security Agreement, the publication by registration of a notice of replacement in the applicable registers in accordance with the terms
of Article 2692 of the Civil Code of Quebec). For greater certainty, the Collateral Agent, acting as hypothecary representative, will
have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favor of the Collateral Agent
in this Agreement, which will apply mutatis mutandis.


 


[Continued on following page.]


 






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


 


	 	GYP HOLDINGS III CORP., as the U.S. Borrower and as the Lead Borrower
	 	 
	 	By:	 /s/ Scott M. Deakin
	 	Name: Scott M. Deakin
	 	Title: Vice President and Chief Financial Officer
	 	 
	 	TITAN GMS LIMITED PARTNERSHIP, as the Canadian Borrower
	 	 
	 	By:  TITAN GMS GP INC., its General Partner
	 	 
	 	By:	 /s/ Scott M. Deakin
	 	Name: Scott M. Deakin
	 	Title: Treasurer
	 	 
	 	 
	 	GYP HOLDINGS II CORP., as Holdings
	 	 
	 	By:	 /s/ Scott M. Deakin
	 	Name: Scott M. Deakin
	 	Title: Vice President and Chief Financial Officer



 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]


 






    


     


    





 


	 	WELLS FARGO BANK, N.A., as Administrative Agent, Collateral Agent, Revolving Credit Lender, Swing Line Lender and L/C Issuer
	 	 
	 	 
	 	By:	/s/ William Talbot
	 	Name: William Talbot
	 	Title: Director



 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]


 






    


     


    

 


	 	Truist Bank NA, as a Revolving Credit Lender
	 	 
	 	 
	 	By:	 /s/ Michael Grimes
	 	Name: Michael Grimes
	 	Title: Managing Director



 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]


 






    


     


    

 


	 	Citizens Bank NA, as a Revolving Credit Lender
	 	 
	 	 
	 	By:	/s/ Peter Yelle
	 	Name: Peter Yelle
	 	Title: SVP



 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]


 






    


     


    

 


	 	JPMORGAN CHASE BANK, N.A., as a Revolving Credit Lender
	 	 
	 	 
	 	By:	 /s/ Antje Focke
	 	Name: Antje Focke
	 	Title: Executive Director



 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]


 






    


     


    

 


	 	BANK OF AMERICA, N.A., as a Revolving Credit Lender
	 	 
	 	 
	 	By:	/s/ Thomas Pietro
	 	Name: Thomas Pietro
	 	Title: ABCO



 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]


 






    


     


    

 


	 	Royal Bank of Canada, as a Revolving Credit Lender
	 	 
	 	 
	 	By:	 /s/ Stuart Coulter
	 	Name: Stuart Coulter
	 	Title:  Authorized Signatory






 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]


 






    


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as a Revolving Credit Lender
	 	 
	 	 
	 	By:	 /s/ William Molyneaux
	 	Name: William Molyneaux
	 	Title:  Vice President



 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]


 






    


     


    

 


	 	U.S. Bank National Association, as a Revolving Credit Lender
	 	 
	 	 
	 	By:	/s/ Rod Swenson
	 	Name: Rod Swenson
	 	Title:  Vice President



 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]


 






    


     


    

 


	 	CIBC Bank USA, as a Revolving Credit Lender
	 	 
	 	 
	 	By:	/s/ Patrick D. Putman
	 	Name: Patrick D. Putman
	 	Title:  Managing Director



 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]


 






    


     


    

 


	 	FIFTH THIRD BANK, NATIONAL ASSOCIATION, as a Revolving Credit Lender
	 	 
	 	 
	 	By:	/s/ Paul Vitti
	 	Name: Paul Vitti
	 	Title:  Managing Director


 


[GMS—SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT]