Exhibit 10.1


 


Execution
Version


 


CREDIT AGREEMENT


 


dated as of July 28, 2022,


among


 


BJ’S WHOLESALE CLUB, INC., 


as the Borrower,


 


BJ’S WHOLESALE CLUB HOLDINGS, INC.,


as Holdings,


 


THE
LENDERS AND ISSUERS FROM TIME TO TIME PARTY HERETO,


 


and


 


BANK
OF AMERICA, N.A.,


as Administrative Agent and Collateral Agent


 





 



 


Wells
Fargo Bank, National Association, and U.S. Bank National Association,


as Co-Syndication Agents,


 


Deutsche
Bank Securities Inc., PNC Bank, National Association and 

TD Bank, N.A.,


as Co-Documentation Agents,


 


BofA
Securities, Inc., Wells Fargo Bank, National Association and

 U.S.
Bank National Association,

as Joint Lead Arrangers and Joint Bookrunners


 






     


     


    

 


Table
of Contents


 


Page


 


	ARTICLE I. Definitions, Interpretation and Accounting Terms	1
	SECTION 1.1	Defined Terms	1
	SECTION 1.2	Other Interpretive Provisions	79
	SECTION 1.3	Accounting Terms	81
	SECTION 1.4	Rounding	81
	SECTION 1.5	Letter of Credit Amounts	81
	SECTION 1.6	References to Agreements, Laws, Etc.	81
	SECTION 1.7	Times of Day; Timing of Payments and Performance	82
	SECTION 1.8	Pro Forma Calculations	82
	SECTION 1.9	Limited Condition Transactions	83
	SECTION 1.10	Exchange Rates; Currency Equivalents	85
	SECTION 1.11	[Reserved]	86
	SECTION 1.12	Interest Rates	86
	SECTION 1.13	Classification Among Affirmative Covenant and Negative Covenant Exceptions	86
	 	 	 
	ARTICLE II. The FACILITIES	87
	SECTION 2.1	The Commitments	87
	SECTION 2.2	Borrowing Procedures; Funding by Lenders	88
	SECTION 2.3	Swing Loans	90
	SECTION 2.4	Letters of Credit	94
	SECTION 2.5	Reduction and Termination of the Revolving Credit Commitments	103
	SECTION 2.6	Repayment of Loans	104
	SECTION 2.7	Evidence of Indebtedness	104
	SECTION 2.8	Optional Prepayments	105
	SECTION 2.9	Mandatory Prepayments	105
	SECTION 2.10	Interest	106
	SECTION 2.11	Conversions and Continuations of Loans	107
	SECTION 2.12	Fees	108
	SECTION 2.13	Payments and Computations	109
	SECTION 2.14	[Reserved]	112
	SECTION 2.15	Commitment Increases	112
	SECTION 2.16	Defaulting Lenders	114
	SECTION 2.17	Extensions of Loans	116
	SECTION 2.18	Designated Lenders	119
	 	 	 
	ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY	120
	SECTION 3.1	Taxes	120
	SECTION 3.3	Illegality	123
	SECTION 3.4	Inability to Determine Rates	124
	SECTION 3.5	Increased Cost and Reduced Return; Capital Adequacy; Reserves on SOFR Rate Loans	126



 






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	SECTION 3.6	Compensation for Losses	128
	SECTION 3.7	Matters Applicable to all Requests for Compensation	128
	SECTION 3.8	Replacement of Lenders under Certain Circumstances	129
	SECTION 3.9	Survival	130
	 	 	 
	ARTICLE IV. Conditions Precedent	130
	SECTION 4.1	Conditions Precedent to Effectiveness and Initial Credit Extensions	130
	SECTION 4.2	Conditions Precedent to Credit Extension After the Closing Date	134
	 	 	 
	ARTICLE V. Representations and Warranties	135
	SECTION 5.1	Existence, Qualification and Power; Compliance with Laws	135
	SECTION 5.2	Authorization; No Contravention	135
	SECTION 5.3	Governmental Authorization	136
	SECTION 5.4	Binding Effect	136
	SECTION 5.5	Financial Statements; No Material Adverse Effect	136
	SECTION 5.6	Litigation	137
	SECTION 5.7	Labor Matters	137
	SECTION 5.8	Ownership of Property; Liens	137
	SECTION 5.9	Environmental Matters	137
	SECTION 5.10	Taxes	137
	SECTION 5.11	ERISA Compliance	138
	SECTION 5.12	Subsidiaries	138
	SECTION 5.13	Margin Regulations; Investment Company Act	138
	SECTION 5.14	Disclosure	139
	SECTION 5.15	Intellectual Property; Licenses, Etc.	139
	SECTION 5.16	Solvency	139
	SECTION 5.17	Anti-Corruption Laws and Sanctions	139
	SECTION 5.18	Collateral Documents	140
	SECTION 5.19	Senior Ranking	140
	SECTION 5.20	Affected Financial Institutions; Covered Entities	140
	 	 	 
	ARTICLE VI. Financial Covenant	140
	SECTION 6.1	Minimum Consolidated Fixed Charge Coverage Ratio	140
	 	 	 
	ARTICLE VII. Reporting AND MONITORING Covenants	141
	SECTION 7.1	Financial Statements, Etc.	141
	SECTION 7.2	Certificates; Other Information	142
	SECTION 7.3	Notices	144
	SECTION 7.4	Borrowing Base Certificates	145
	SECTION 7.5	Inventory Appraisals and Field Examinations	146
	 	 	 
	ARTICLE VIII. Affirmative Covenants	147
	SECTION 8.1	Preservation of Existence, Etc.	147
	SECTION 8.2	Compliance with Laws, Etc.	148



 






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	SECTION 8.3	Designation of Subsidiaries	148
	SECTION 8.4	Payment of Taxes, Etc.	148
	SECTION 8.5	Maintenance of Insurance	149
	SECTION 8.6	Inspection Rights	149
	SECTION 8.7	Books and Records	150
	SECTION 8.8	Maintenance of Properties	150
	SECTION 8.9	Use of Proceeds	150
	SECTION 8.10	Compliance with Environmental Laws	150
	SECTION 8.11	Covenant to Guarantee Obligations and Give Security	151
	SECTION 8.12	Cash Receipts	153
	SECTION 8.13	Further Assurances	155
	SECTION 8.14	[Reserved]	155
	SECTION 8.15	[Reserved]	155
	SECTION 8.16	[Reserved]	155
	SECTION 8.17	Post-Closing Obligations	155
	 	 	 
	ARTICLE IX. Negative Covenants	156
	SECTION 9.1	Liens	156
	SECTION 9.2	Investments	160
	SECTION 9.3	Indebtedness	163
	SECTION 9.4	Fundamental Changes	167
	SECTION 9.5	Dispositions	169
	SECTION 9.6	Restricted Payments	173
	SECTION 9.7	Transactions with Affiliates	176
	SECTION 9.8	Change in Nature of Business	178
	SECTION 9.9	Burdensome Agreements	178
	SECTION 9.10	Changes in Fiscal Year	180
	SECTION 9.11	Prepayment, Etc.	180
	SECTION 9.12	Modification of Junior Financing Agreements	180
	 	 	 
	ARTICLE X. Events of Default	181
	SECTION 10.1	Events of Default	181
	SECTION 10.2	Remedies upon Event of Default	185
	SECTION 10.3	Application of Proceeds	186
	SECTION 10.4	Right to Cure	188
	SECTION 10.5	Actions in Respect of Letters of Credit; Cash Collateral	189
	 	 	 
	ARTICLE XI. The Administrative Agent	191
	SECTION 11.1	Appointment and Authorization	191
	SECTION 11.2	Rights as a Lender	191
	SECTION 11.3	Exculpatory Provisions	192
	SECTION 11.4	Reliance by the Administrative Agent	193
	SECTION 11.5	Delegation of Duties	193
	SECTION 11.6	Resignation of Administrative Agent and Collateral Agent	194
	SECTION 11.7	Non-Reliance on Administrative Agent and Other Lenders; Disclosure of Information by Agents	195



 






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	SECTION 11.8	No Other Duties; Other Agents, Arrangers, Managers, Etc.	196
	SECTION 11.9	Acceptable Intercreditor Agreements	196
	SECTION 11.10	Administrative Agent May File Proofs of Claim	196
	SECTION 11.11	Collateral and Guaranty Matters	198
	SECTION 11.12	Secured Cash Management Agreements and Secured Hedge Agreements	199
	SECTION 11.13	Indemnification of Agents	200
	SECTION 11.14	Certain ERISA Matters	201
	SECTION 11.15	[Reserved]	202
	SECTION 11.16	Reports and Financial Statements	202
	 	 	 
	ARTICLE XII. Miscellaneous	204
	SECTION 12.1	Amendments, Etc.	204
	SECTION 12.2	Successors and Assigns	206
	SECTION 12.3	Costs and Expenses	213
	SECTION 12.4	Indemnities	214
	SECTION 12.5	Limitation of Liability	215
	SECTION 12.6	Right of Set-off	215
	SECTION 12.7	Sharing of Payments	216
	SECTION 12.8	Notices and Other Communications; Facsimile Copies	217
	SECTION 12.9	No Waiver; Cumulative Remedies	219
	SECTION 12.11	Binding Effect	220
	SECTION 12.12	Governing Law; Submission to Jurisdiction; Service of Process	220
	SECTION 12.13	Waiver of Jury Trial	221
	SECTION 12.14	Marshaling; Payments Set Aside	222
	SECTION 12.15	Execution in Counterparts; Integration; Effectiveness	222
	SECTION 12.16	Electronic Execution; Electronic Records; Counterparts	222
	SECTION 12.17	Confidentiality	224
	SECTION 12.18	Use of Name, Logo, etc.	225
	SECTION 12.19	USA PATRIOT Act Notice;	225
	SECTION 12.20	No Advisory or Fiduciary Responsibility	226
	SECTION 12.21	Severability	226
	SECTION 12.22	Survival of Representations and Warranties	227
	SECTION 12.23	Interest Rate Limitation	227
	SECTION 12.24	Time of the Essence	227
	SECTION 12.25	No Strict Construction	227
	SECTION 12.26	Acceptable Intercreditor Agreements	227
	SECTION 12.27	Keepwell	227
	SECTION 12.28	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	228
	SECTION 12.29	Acknowledgement Regarding Any Supported QFCs	228



 






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Schedules


 


	Schedule I	-	Revolving Credit Commitments
	Schedule II	-	Subsidiary Guarantors
	Schedule 1.1A	-	Existing Letters of Credit
	Schedule 1.1B	-	Credit Card Agreements
	Schedule 4.1(a)	-	Closing Date Collateral Documents
	Schedule 5.12	-	Subsidiaries and Other Equity Investments
	Schedule 8.12	-	Deposit Accounts and Credit Card Processors
	Schedule 8.15	-	Transactions with Affiliates
	Schedule 8.17	-	Post-Closing Obligations
	Schedule 9.1(b)	-	Existing Liens
	Schedule 9.2(f)	-	Existing Investments
	Schedule 9.3(b)	-	Existing Indebtedness
	Schedule 9.9	-	Burdensome Agreements
	Schedule 12.8	-	Administrative Agent’s Office, Certain Addresses for Notices



 






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Exhibits


 


	Exhibit A	-	Form of Assignment and Assumption
	Exhibit B	-	Form of Revolving Credit Note
	Exhibit C	-	Form of Notice of Borrowing
	Exhibit D	-	Form of Swing Loan Request
	Exhibit E	-	Form of Joinder Agreement
	Exhibit F	-	Form of Interest Election Request
	Exhibit G	-	Form of Credit Card Notification
	Exhibit H	-	Form of Borrowing Base Certificate
	Exhibit I	-	Form of Intercreditor Agreement
	Exhibit J	-	Form of Intercompany Subordination Agreement
	Exhibit K-1 – K-4	-	Form of U.S. Tax Compliance Certificates
	Exhibit L	-	Form of Compliance Certificate
	Exhibit M	-	Form of Solvency Certificate
	Exhibit N	-	Form of Information Certificate



 






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This
CREDIT AGREEMENT, dated as of July 28, 2022, is entered into among BJ’s WHOLESALE CLUB, INC., a Delaware
corporation (the “Borrower”), BJ’S WHOLESALE CLUB HOLDINGS, INC., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary (as defined herein) of Holdings party hereto as a Borrower, each Lender (as defined herein) from time
to time party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, including any successor thereto, the
 “Administrative Agent”) and as collateral agent and security trustee (in such capacity, including any successor thereto,
the “Collateral Agent”) under the Loan Documents.


 


PRELIMINARY STATEMENTS


 


The
Borrower has requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend
and the Issuers (as defined below) have indicated their willingness to issue letters of credit, in each case, on the terms and subject
to the conditions set forth herein.


 


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


 


ARTICLE I.


 


Definitions, Interpretation
and Accounting Terms


 


SECTION 1.1     Defined
Terms.


 


As used in this Agreement, the
following terms have the following meanings:


 


“75% Cash Consideration
Basket” has the meaning assigned to such term in Section 9.5(j).


 


“Acceptable Intercreditor
Agreement” means, (a) with respect to the First Lien Term Facility, the Intercreditor Agreement (or, with respect to any
Permitted Refinancing of the First Lien Term Facility, either (a) an intercreditor agreement substantially similar to the Intercreditor
Agreement or (b) such other intercreditor agreement reasonably acceptable to the Borrower and the Administrative Agent), and (b) with
respect to any other Indebtedness secured by Liens on Collateral, any intercreditor agreement the terms of which are reasonably acceptable
to the Borrower and the Administrative Agent.


 


“Account”
means (a) “accounts” as defined in Article 9 of the UCC, (b) all amounts owing from Credit Card Issuers and
Credit Card Processors and all rights under contracts relating to the creation or collection of such amounts and (c) all rights 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. The term “Account” does not include (1) rights
to payment evidenced by chattel paper or an instrument, (2) commercial tort claims, (3) deposit accounts, (4) investment
property, or (5) letter-of-credit rights or letters of credit.


 






     


     


    

 


“Account Debtor”
has the meaning given to such term in Article 9 of the UCC, and includes any Person obligated on an Account.


 


“ACH” means
automated clearing house transfers.


 


“Additional Revolving
Lender” has the meaning specified in Section 2.15(a).


 


“Adjustment Date”
means the first day of each February, May, August and November, as applicable, commencing with November 1, 2022.


 


“Administrative Agent”
has the meaning specified in the introductory paragraph to this Agreement, and shall include any branches or Affiliates of Bank of America
in its or their capacity as Administrative Agent.


 


“Administrative Agent’s
Office” means such address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.


 


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


 


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


 


“Affiliate”
means, with respect to any Person, another Person that directly or indirectly through one or more intermediaries, Controls or is Controlled
by or is under common Control with the Person specified. For the avoidance of doubt, none of the Arrangers, the Agents or their respective
lending affiliates or any entity acting as an Issuer hereunder shall be deemed to be an Affiliate of Holdings, the Borrower or any of
their respective Subsidiaries.


 


“Agent Parties”
has the meaning specified in Section 12.8(d).


 





“Agent-Related Persons”
means the Agents, together with their respective Affiliates and branches and the officers, directors, employees, agents, attorney-in-fact,
partners, trustees and advisors of such Persons and of such Persons’ Affiliates and branches.


 


“Agents”
means, collectively and without duplication, (a) the Administrative Agent, (b) the Collateral Agent, (c) each co-agent
or sub-agent (if any) appointed by the Administrative Agent or the Collateral Agent from time to time pursuant to Section 11.5,
and (d) the Arrangers.


 


“Aggregate Revolving
Credit Commitments” means the Revolving Credit Commitments of all the Revolving Credit Lenders. As of the Closing Date, the
Aggregate Revolving Credit Commitments are $1,200,000,000.


 


“Agreement”
means this Credit Agreement, as amended, restated, modified, replaced, extended, renewed or supplemented from time to time in accordance
with the terms hereof.


 






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“Annual Financial Statements”
means the audited consolidated balance sheets of Holdings and its Subsidiaries for the Fiscal Year ended January 29, 2022, and the
related consolidated statements of operations, shareholders’ equity and cash flows for Holdings and its Restricted Subsidiaries
for the Fiscal Year then ended, including the notes thereto.


 


“Anti-Corruption Laws”
means the United States Foreign Corrupt Practices Act of 1977, the Bribery Act of 2010 (U.K.) and other applicable anti-corruption Laws
of in other jurisdictions in which any Loan Party or any of its Subsidiaries 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 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 Indebtedness”
has the meaning specified in the definition of “Weighted Average Life to Maturity”.


 


“Applicable Margin”
means:


 


(a)            with
respect to the Revolving Credit Facility, Revolving Loans, Swing Loans and Letters of Credit:


 


(i)            from
and after the Closing Date until the first Adjustment Date, the applicable percentage set forth in the table below corresponding to Level
I, and


 


(ii)            thereafter,
the applicable percentage set forth in the table below based upon Average Historical Excess Availability as of the most recent Adjustment
Date:


 


	Level	 	Average 
 Historical Excess
 Availability	 	SOFR Rate
 Loans	 	 	Base Rate
 Loans	 	 	Letter of
 Credit 
 Fees -
 Standby
 Letters of
 Credit	 	 	Letter of 
 Credit Fees -
 Documentary
 Letters of 
 Credit	 
	I	 	Greater than or equal to 45% of the Aggregate Revolving Credit Commitments	 	 	1.000	%	 	 	0.000	%	 	 	1.000	%	 	 	0.500	%
	II	 	Less than 45% of the Aggregate Revolving Credit Commitments	 	 	1.250	%	 	 	0.250	%	 	 	1.250	%	 	 	0.625	%



 






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(b)            [reserved];


 





(c)            with
respect to any Revolving Loans, Letters of Credit and Swing Loans under Revolving Credit Commitments of any Revolving Extension Series,
the “Applicable Margin” set forth in the Revolving Extension Amendment (as applicable) relating thereto.


 


The
Applicable Margin shall be adjusted quarterly in accordance with the table above on each Adjustment Date for the period beginning on such
Adjustment Date based upon the Average Historical Excess Availability as the Administrative Agent shall reasonably determine in good faith
within ten (10) Business Days after such Adjustment Date. Any increase or decrease in the Applicable Margin resulting from a change
in the Average Historical Excess Availability shall become effective as of the Adjustment Date. If any Borrowing Base Certificates are
at any time restated or otherwise revised or if the information set forth in any Borrowing Base Certificates otherwise proves to be false
or incorrect such that the Applicable Margin would have been higher than was otherwise in effect during any period, without constituting
a waiver of any Default or Event of Default arising as a result thereof, interest due under this Agreement shall be immediately recalculated
at such higher rate for any applicable periods and shall be due and payable on demand by the Administrative Agent (or, after the
occurrence of an actual or deemed entry of an order for relief with respect to any Loan Party under any Debtor Relief Laws, automatically
and without further action by the Administrative Agent, any Lender or any Issuer). If at any time the Aggregate Revolving Credit Commitments
shall have been terminated pursuant to Section 10.2, the Applicable Margin shall be the applicable percentages per annum in
effect on the date of the termination of the Aggregate Revolving Credit Commitments pursuant to Section 10.2, with respect
to any outstanding Obligations.


 


“Appropriate Lender”
means, at any time, (a) with respect to any of the Revolving Credit Facility, a Lender that has a Commitment with respect to such
Facility or holds a Revolving Loan, respectively (or as applicable and as the context shall require, a Lender that has a Class of
Commitments under the applicable Facility or holds a specified Class of Loans under the applicable Facility) at such time, (b) with
respect to the Letter of Credit Sublimit, (i) each applicable Issuer and (ii) if any Letters of Credit have been issued pursuant
to Section 2.4, the Revolving Credit Lenders and (c) with respect to the Swing Loan Sublimit, (i) the Swing Loan
Lender and (ii) if any Swing Loans are outstanding pursuant to Section 2.3, the Revolving Credit Lenders.


 


“Approved Account Bank”
means a financial institution (or branch thereof) located in the United States at which any Loan Party maintains an Approved Deposit Account.


 


“Approved Control Arrangements”
means with respect to any Deposit Account at a depository bank located in the United States, delivery of a Deposit Account Control Agreement.


 


“Approved Deposit Account”
means each Deposit Account located in the United States in respect of which any Loan Party and the Collateral Agent shall have established
an Approved Control Arrangement.


 






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


 


“Approved Securities
Account” means each Securities Account in respect of which any Loan Party shall have entered into a Securities Account Control
Agreement.


 


“Approved Securities
Intermediary” means a securities intermediary at which any Loan Party maintains an Approved Securities Account.


 


“Arrangers”
means BofA Securities, Inc., Wells Fargo Bank, National Association and U.S. Bank National Association, each in its capacity
as a joint lead arranger and joint bookrunner under this Agreement.


 


“Assets Acquisition
Date” means, with respect to any assets acquired in a Permitted Acquisition or other Investment permitted by this Agreement,
the date of the consummation of the applicable Permitted Acquisition or other Investment.


 


“Assets Diligence Date”
means, (I) with respect to any assets acquired in a Permitted Acquisition or other Investment permitted by this Agreement, the earlier
of (a) the date that is ninety (90) days after (x) in the case of assets acquired in a Permitted Acquisition or other Investment,
the consummation of the applicable Permitted Acquisition or other Investment, or (y) in the case of assets held by a newly designated
Borrower, the date such Subsidiary becomes a Borrower hereunder, as applicable, and (b) the date Field Examinations and/or Inventory
Appraisals requested by the Administrative Agent in its Permitted Discretion, as applicable, covering such assets is completed; and (II) with
respect to any assets acquired in the Burris Acquisition, the earlier of (a) the date which is ninety (90) days after the Closing
Date and (b) the date the Field Examinations and/or Inventory Appraisals covering such assets are completed.


 





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


 


“Assignment and Assumption”
means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in substantially
the form of Exhibit A or any other form (including electronic documentation generated by use of an electronic platform) approved
by the Administrative Agent.


 


“Assignment Tax”
has the meaning specified in the definition of “Other Taxes”.


 


“Attorney
Costs” means all reasonable and documented (in reasonable detail) out-of-pocket fees, expenses and disbursements of one
primary outside counsel to the Secured Parties, taken as a whole, one local counsel in any reasonably necessary and material jurisdiction
and one specialty counsel to all such Secured Parties, taken as a whole, in each reasonably necessary specialty area, in each case, as
applicable and, in the event of an actual or perceived conflict of interest, one additional counsel (and if reasonably necessary one specialty
counsel and one local counsel in any reasonably necessary and material jurisdiction) to each group of similarly situated Secured Parties.


 






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“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.


 


“Availability
Reserves” means, without duplication of any other Reserves or items that are otherwise addressed or excluded through
eligibility criteria, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion in
consultation with the Borrower as being appropriate (i) to reflect the impediments to the Collateral Agent’s ability to
realize upon the assets included in the Revolving Borrowing Base, (ii) to reflect claims and liabilities that the
Administrative Agent determines in its Permitted Discretion in consultation with the Borrower will need to be satisfied in
connection with the realization upon the assets included in the Revolving Borrowing Base or (iii) to reflect criteria, events,
conditions, contingencies or risks which adversely affect any component of the Revolving Borrowing Base, the Collateral or the
validity or enforceability of this Agreement or the other Loan Documents or any material remedies of the Secured Parties hereunder
or thereunder. Without limiting the generality of the foregoing, such Availability Reserves may include (but are not limited to):
(A) the Rent and Charges Reserve; (B) Customer Credit Liability Reserve; (C) PACA Reserves, (D) PASA Reserves,
(E) Gas Station Disposal Reserves, (F) reserves in respect of outstanding Taxes and other governmental charges, including,
without limitation, ad valorem, real estate, personal property, sales, and other Taxes which are pari passu to or
would have priority over the interests of the Collateral Agent in the Current Asset Collateral; (G) reserves in respect of
customs duties, and other costs to release imported Inventory; (H) during the continuance of a Cash Dominion Period, reserves
in respect of salaries, wages and benefits due to employees of the Loan Parties; (I) reserves based on Liens permitted under Section 9.1
which are pari passu to or would have priority over the interests of the Collateral Agent in the Current Asset Collateral;
(J) reserves in respect of Cash Management Obligations; provided that reserves of the type described in this clause
(J) in respect of such Cash Management Obligations shall require the prior written consent of the Borrower;
(K) reserves in respect of Obligations in respect of Secured Hedge Agreements; provided that if such Obligations in
respect of Secured Hedge Agreements shall constitute Specified Secured Hedge Obligations, then reserves of the type described in
this clause (K) shall require the prior written consent of the Borrower; (L) reserves in respect of accrued and
unpaid royalties payable in connection with Inventory of the Borrower subject to intellectual property licensing arrangements with
third parties; and (M) reserves in respect of self-insured group health plan liabilities of the Loan Parties and their
Restricted Subsidiaries.  Notwithstanding anything to the contrary in this Agreement, following the Closing Date,
(i) such Availability Reserves shall not be established or increased except upon not less than five (5) Business
Days’ prior written notice to the Borrower, which notice shall include a reasonably detailed description of such applicable
Availability Reserve being established or increased (during which period (a) the Administrative Agent shall, if requested,
discuss any such Availability Reserve or change with the Borrower, and (b) the Borrower may take such action as may be required
so that the event, condition or matter that is the basis for such Availability Reserve or change thereto no longer exists or exists
in a manner that would result in the establishment of a lower Availability Reserve or result in a lesser change thereto, in a manner
and to the extent reasonably satisfactory to the Administrative Agent); provided that, during such five (5) Business Day
period, the Borrower agrees not to borrow in excess of the Revolving Borrowing Base after giving effect to such new or modified
Availability Reserves, and (ii) the amount of any Availability Reserve established by the Administrative Agent, and any change
in the amount of any Availability Reserve, shall have a reasonable relationship to the circumstances, events, conditions,
contingencies and other matters that is the basis for such Availability Reserve; provided that in no event shall any
Availability Reserve with respect to any component of any Revolving Borrowing Base duplicate any Reserve or adjustment already
accounted for in determining eligibility criteria (including collection and/or advance rates). Notwithstanding clause (i) of
the preceding sentence, no prior notice (and instead only concurrent notice) shall be required for changes to the Availability
Reserves solely for purposes of correcting mathematical or clerical errors (and such other changes as are otherwise agreed to by the
Borrower).


 






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“Average Historical
Excess Availability” means, at any Adjustment Date, the average daily Excess Availability for the Fiscal Quarter immediately
preceding such Adjustment Date through the date immediately preceding such Adjustment Date.


 


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


 


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


 


“Bank of America”
means Bank of America, N.A., a national banking association, acting in its individual capacity, and its successors and assigns.


 


“Banker’s Acceptance”
means a time draft or bill of exchange or other deferred payment obligation relating to a Documentary Letter of Credit which has been
accepted by the Issuer.


 


“Base
Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus
one half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank
of America as its “prime rate,” (c) Term SOFR (determined in accordance with clause (b) of the definition thereof)
in effect for such day (or if such day is not a U.S. Government Securities Business Day, the immediately preceding U.S. Government Securities
Business Day) plus one percent (1.00%), and (d) zero percent (0.00%). The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such
prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of
such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.4 hereof, then the Base
Rate shall be the greater of clauses (a), (b) and (d) above and shall be determined without reference to clause (c) above.


 






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“Base Rate Loan”
means a Loan to a Borrower that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.


 


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


 


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


 


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


 


“BHC Act Affiliate”
has the meaning specified in Section 12.29(b).


 


“Board of Directors”
means, for any Person, the board of directors (or equivalent governing body) of such Person or, if such Person does not have such a board
of directors (or equivalent governing body) and is owned or managed by another entity or entities, the board of directors (or equivalent
governing body) of such entity or entities.


 


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


 


“Borrower Materials”
has the meaning specified in Section 7.2.


 


“Borrowing”
means a borrowing consisting of Loans of the same Class, Type and currency made, converted or continued on the same date and, in the case
of SOFR Rate Loans, having the same Interest Period.


 


“Borrowing Base Certificate”
means a certificate of the Borrower substantially in the form of Exhibit H, duly executed by a Responsible Officer of the
Borrower.





 


“Burris Acquisition”
means the acquisition of the assets and operations of four distribution centers and the related private transportation fleet from Burris
Logistics pursuant to that certain Asset Purchase Agreement dated as of January 17, 2022 by and among the Borrower, Burris Logistics,
a Delaware corporation and Burris Cecil, Incorporated, a Delaware corporation.


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in
fact closed in, the state where the Administrative Agent’s Office is located.


 


“Business Optimization
Initiative” means any asset sale, acquisition, merger, amalgamation, business combination, Investment, Disposition, operating
improvement, restructuring, cost saving initiative and/or other similar initiative (including the entry into or renegotiation of, or in
respect of which binding commitments have been entered for, any contract and/or other arrangement), any specified transaction and any
plan.


 






    - 8 -


     


    

 


“Capital Expenditures”
means, for any period, the aggregate of (a) all amounts that would be reflected as additions to property, plant or equipment on a
Consolidated statement of cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP and (b) the value of all
assets under Capitalized Leases incurred by Holdings and its Restricted Subsidiaries during such period; provided that the term
 “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration
or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being
replaced, substituted, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation
of the assets being replaced, (ii) the purchase of plant, property or equipment or software to the extent financed with the Net Cash
Proceeds of Dispositions that are not required to be applied to prepay the Loans, the First Lien Term Facility or any Material Indebtedness,
(iii) expenditures that are accounted for as capital expenditures by Holdings or any Restricted Subsidiary and that actually are
paid for, or reimbursed to Holdings or any Restricted Subsidiary in cash or Cash Equivalents, by a Person other than Holdings or any Restricted
Subsidiary and for which neither Holdings nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly,
any consideration or obligation (other than rent) in respect of such expenditures to such Person or any other Person (whether before,
during or after such period), including, without limitation, expenditures which are contractually required to be, and are, reimbursed
to a Loan Party in cash by its landlords as tenant allowances during such period, (iv) expenditures to the extent constituting any
portion of a Permitted Acquisition, (v) the purchase price of equipment purchased during such period to the extent the consideration
therefor consists of any combination of (A) used or surplus equipment traded in at the time of such purchase, and (B) the Net
Cash Proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business, provided that
such portion of the purchase price in excess of the credit granted by the seller of such equipment for the equipment being traded in at
such time or such Net Cash Proceeds, as applicable, shall not be excluded as “Capital Expenditures” hereunder, (vi) expenditures
relating to the construction, acquisition, replacement, reconstruction, development, refurbishment, renovation or improvement of any property
which has been transferred to a Person other than a Loan Party or any of its Restricted Subsidiaries during the same Fiscal Year in which
such expenditures were made pursuant to a sale-leaseback transaction, to the extent of the Net Cash Proceeds received by a Loan Party
or such Restricted Subsidiary pursuant to such sale-leaseback transaction, provided that such portion of the expenditures which
exceed the Net Cash Proceeds received by a Loan Party or such Restricted Subsidiary pursuant to such sale-leaseback transaction shall
not be excluded as “Capital Expenditures” hereunder, or (vii) expenditures financed with the proceeds of an issuance
of Equity Interests of Holdings or a capital contribution to Holdings or Indebtedness permitted to be incurred hereunder, to the extent
such expenditures are made within 365 days after the receipt of such proceeds.


 


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


 


“Capitalized Leases”
means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for
all purposes hereunder the amount of obligations under any Capitalized Lease shall be the Capitalized Lease Obligation with respect thereto;
provided further that notwithstanding the foregoing, only those leases (assuming for purposes hereof that such leases were in existence
prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases
(Topic 842)”) that would have constituted Capitalized Leases or financing leases in conformity with GAAP as in effect prior to giving
effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)”,
shall be considered Capitalized Leases or financing leases hereunder, and all calculations and deliverables under this Agreement or any
other Loan Document shall be made or delivered, as applicable, in accordance therewith (other than the financial statements delivered
pursuant to this Agreement).


 






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“Captive Insurance
Subsidiary” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).


 


“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, the Collateral Agent,
an Issuer or the Swing Loan Lender (as applicable) and the Lenders, as collateral for Letter of Credit Obligations, Obligations in respect
of Swing Loans, or obligations of the Revolving Credit Lenders to fund participations in respect of either thereof (as the context may
require), cash or deposit account balances or, if the applicable Issuer or Swing Loan Lender benefitting from such collateral shall agree
in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to
(a) the Administrative Agent, (b) the Collateral Agent and (c) the applicable Issuer or the Swing Loan Lender (as applicable).


 


“Cash Dominion Period”
means (a) each period beginning on the date that Excess Availability shall have been less than the greater of (x) 10.0% of the
Revolving Loan Cap and (y) $72,000,000, in either case, for five (5) consecutive Business Days, and ending on the date Excess
Availability shall have been equal to or greater than the greater of (x) 10.0% of the Revolving Loan Cap and (y) $72,000,000,
in each case, for twenty (20) consecutive calendar days or (b) upon the occurrence of a Specified Event of Default, the period that
such Specified Event of Default shall be continuing. The termination of a Cash Dominion Period as provided herein shall in no way limit,
waive or delay the occurrence of a subsequent Cash Dominion Period in the event that the conditions set forth in this definition again
arise.


 


“Cash Equivalents”
means any of the following types of Investments, to the extent owned by Holdings or any Restricted Subsidiary:


 


(a)            Dollars;


 


(b)            in
the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by it from time to time in the ordinary
course of business and not for speculation;


 


(c)            readily
marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the federal government of United
States or any agency or instrumentality thereof, the securities of which are unconditionally guaranteed as a full faith and credit obligation
of such government and with maturities of one year or less from the date of acquisition;


 






    - 10 -


     


    

 


(d)            (i) certificates
of deposit, guaranteed investment certificates, time deposits and eurodollar time deposits with maturities of one year or less from the
date of acquisition, (ii) demand deposits and bankers’ acceptances with maturities of one year or less and (iii) overnight
bank deposits, in each case of (i) any Lender or (ii) any commercial bank organized under the Laws of any Covered Jurisdiction
and having capital and surplus of not less than $500,000,000;


 


(e)            repurchase
obligations for underlying securities of the types described in clauses (c) and (d) above or clause (g) below
entered into with any financial institution meeting the qualifications specified in clause (d) above;


 


(f)            commercial
paper rated at least P-2 by Moody’s or at least A-2 by S&P (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) and in each case maturing within
one year after the date of creation thereof;


 


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


 


(h)            readily
marketable direct obligations issued by any state or commonwealth of the United States or any other political subdivision or taxing authority
having an Investment Grade Rating from either Moody’s or S&P (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) with maturities of one year
or less from the date of acquisition;


 





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


 


(j)            investment
funds investing substantially all of their assets in securities of the types described in clauses (a) through (i) above;
and


 


(k)            solely
with respect to any Captive Insurance Subsidiary, any investment that a Captive Insurance Subsidiary is not prohibited to make in accordance
with applicable law.


 


In the case of Investments by
any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States, Cash Equivalents shall
also include (i) investments of the type and maturity described in clauses (a) through (j) above of
foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent
ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted
Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments
in clauses (a) through (j) and in this paragraph.


 






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“Cash Management Bank”
means, as of any date of determination, any Person that is an Agent, a Lender or an Affiliate or branch of a Lender on such date.


 


“Cash Management Compliance
Date” has the meaning specified in Section 8.12(a).


 


“Cash Management Obligations”
means obligations owed by Holdings or any Restricted Subsidiary in respect of or in connection with any Cash Management Services (a) provided
by the Administrative Agent or any Affiliate or branch thereof or (b) designated by any other Cash Management Bank and the Borrower
in writing to the Administrative Agent as “Cash Management Obligations”.


 


“Cash Management Services”
means any agreement or arrangement to provide cash management services, including automated clearinghouse transfers, controlled disbursement
accounts, treasury, depository, overdraft, lease financing or related services, supply chain financing, merchant services, credit card
processing or credit or debit card, purchase card, electronic funds transfer and other cash management arrangements.


 


“Cash Receipts”
has the meaning specified in Section 8.12(d).


 


“Cash Taxes”
means, with respect to any Test Period, all Taxes paid or payable in cash by Holdings and its Restricted Subsidiaries during such Test
Period.


 


“Change in Law”
means the occurrence, after Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation
or treaty (excluding the taking effect after the Closing Date of a law, rule, regulation or treaty adopted prior to the Closing Date),
(b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental
Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests,
rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or
any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, 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 earliest to occur of:


 


(a)            any
Person or Persons constituting a “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act, but excluding any employee benefit plan of such Person and its Subsidiaries, and any Person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan), becomes the “beneficial owner” (as defined in Rules 13(d)-3
and 13(d)-5 under such Act), directly or indirectly, of Equity Interests representing more than forty percent (40.0%) of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests of Holdings; or


 






    - 12 -


     


    

 


(b)            any
 “Change of Control” (or any comparable term) in the First Lien Term Facility Credit Agreement; or


 





(c)            the
Borrower (including, for the avoidance of doubt, any Successor Borrower pursuant to Section 9.4(e)) ceases to be a direct
wholly-owned Subsidiary of Holdings.


 


“Class” (a) when
used with respect to any Commitment, refers to whether such Commitment is a Revolving Credit Commitment or an Extended Revolving Credit
Commitment of a given Revolving Extension Series, (b) when used with respect to Loans or a Borrowing, refers to whether such Loans,
or the Loans comprising such Borrowing, are Revolving Loans or Loans under Extended Revolving Credit Commitments of a given Revolving
Extension Series, and (c) when used with respect to Lenders, refers to whether such Lenders have a Loan or Commitment with respect
to a particular Class of Loans or Commitments. Loans under a Revolving Extension Series that have different terms and conditions
(together with the Commitments in respect thereof) from the initial Loans and Commitments therefor, respectively, or from Loans and Commitments
under any other Revolving Extension Series, as applicable, shall be construed to be in separate and distinct Classes.


 


“Closing Date”
has the meaning set forth in Section 4.1, which for purposes hereof is July 28, 2022.


 


“CME” means
CME Group Benchmark Administration Limited.


 


“Co-Documentation
Agents” means each of Deutsche Bank Securities Inc., PNC Bank, National Association and TD Bank, N.A., in their respective
capacities as co-documentation agents under this Agreement.


 


“Co-Syndication
Agents” means each of Wells Fargo Bank, National Association, and U.S. Bank National Association, in their respective
capacities as co-syndication agents under this Agreement.


 


“Code” means
the Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder.


 


“Collateral”
means all the “Collateral” (or equivalent term) as defined in any Collateral Document.


 


“Collateral Access
Agreement” means an agreement reasonably satisfactory in form and substance to the Collateral Agent executed by, as the case
may be, (a) a bailee or other Person in possession of Collateral, and (b) any landlord of any premises leased by any Loan Party.


 


“Collateral Agent”
has the meaning specified in the introductory paragraph to this Agreement, and shall include any branches or Affiliates of Bank of America
in its or their capacity as Collateral Agent.


 






    - 13 -


     


    

 


“Collateral and Guarantee
Requirement” means, at any time, the requirement that:


 


(a)            the
Administrative Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 4.1(a)(iii) or
pursuant to Section 8.11, Section 8.12, Section 8.13 or Section 8.17 at such time, duly
executed by each Loan Party thereto;


 


(b)            all
Obligations (including those pursuant to clauses (a) and (b) of the definition of Guaranty) shall have been unconditionally
Guaranteed by (i) Holdings, (ii) each Restricted Subsidiary of the Borrower that is a Wholly-Owned Subsidiary (other than any
Excluded Subsidiary), including those Subsidiaries that are listed on Schedule II and (iii) any Restricted Subsidiary
of the Borrower (not included in clause (ii) above) that Guarantees the First Lien Term Facility, (or, in each case, any Permitted
Refinancing thereof) (each such Subsidiary referred to in clauses (ii) and (iii) above, a “Subsidiary
Guarantor”);


 


(c)            the
Obligations and the Guaranty shall have been secured by a first-priority perfected security interest (subject in priority only (i) to
Liens permitted by Sections 9.1(p), (w), (ee) and (jj) and (ii) to any non-consensual Liens permitted by Section 9.1)
in substantially all Current Asset Collateral of each Loan Party, in each case, with the priority required by the Collateral Documents
and Section 8.12 shall have been complied with;


 


(d)            the
Obligations and the Guaranty shall have been secured by a perfected security interest (subject in priority only (i) to Liens permitted
by Sections 9.1(p), (w), (ee) and (jj) and (ii) to any non-consensual Liens permitted by Section 9.1) in
the following:


 


(i)            all
Equity Interests of each Loan Party (other than the Equity Interests of Holdings),


 


(ii)            all
Equity Interests of each direct wholly-owned Subsidiary of any Loan Party (other than any such Subsidiary that is (A) not a Loan
Party and (B)(I) a FSHCO or (II) a Foreign Subsidiary of a Domestic Subsidiary),


 





(iii)            65%
of the issued and outstanding voting Equity Interests and 100% of the issued and outstanding non-voting Equity Interests of each direct
wholly-owned Subsidiary of any Loan Party that is (A) not a Loan Party and (B)(I) a FSHCO or (II) a Foreign Subsidiary
of a Domestic Subsidiary; and


 


(e)            The
Obligations and the Guaranty shall have been secured by a perfected security interest (subject in priority only (i) to Liens permitted
by Sections 9.1(p), (w), (ee) and (jj) and (ii) to any non-consensual Liens permitted by Section 9.1) in
substantially all other tangible and intangible personal property of each Loan Party other than the Current Asset Collateral, in each
case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents; provided that any
such security interests in the Collateral shall be subject to the terms of the Intercreditor Agreement and any other Acceptable Intercreditor
Agreement.


 


Except
as specifically set forth in Section 8.17, the Administrative Agent may grant extensions of time for the creation and perfection
of security interests in or the obtaining of title insurance, legal opinions or other deliverables with respect to particular assets or
the provision of any Guarantee by any Subsidiary (including in connection with assets acquired, or Restricted Subsidiaries formed or acquired,
after the Closing Date) where it reasonably determines to do so, in consultation with the Borrower.


 






    - 14 -


     


    

 


Notwithstanding the other provisions
of this definition or anything in this Agreement or any other Loan Document to the contrary:


 


(a)            in
no event shall the Collateral include any Excluded Assets;;


 


(b)            the
other provisions of this definition shall not require the creation or perfection of Liens or maintenance of pledges of or security interests
in, or the obtaining of title insurance, legal opinions or other deliverables with respect to, Excluded Assets and any other particular
assets of the Loan Parties, or the provision of Guarantees by any Restricted Subsidiary, if, and for so long as the Administrative Agent
and the Borrower reasonably agree in writing that the cost of creating or perfecting Liens or maintaining such pledges or security interests
in such assets, or obtaining such title insurance, legal opinions or other deliverables in respect of such assets, or providing such Guarantees,
exceeds the practical benefits to be obtained by the Lenders therefrom;


 


(c)            [reserved];


 


(d)            the
Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and
limitations otherwise set forth in this Agreement and in the Collateral Documents;


 


(e)            Deposit
Account Control Agreements, Securities Account Control Agreements and perfection by “control” (as defined in the UCC) (other
than in respect of certificated Equity Interests required to be pledged hereunder) shall not be required with respect to any Collateral,
except to the extent required by Section 8.12 or Section 3.03(b) of the Security Agreement;


 


(f)            with
respect to each Loan Party, (i) no actions in any jurisdiction outside any Covered Jurisdiction or required by the Laws of any jurisdiction
other than a Covered Jurisdiction shall be required in order to create any Liens in assets located or titled outside of any Covered Jurisdiction
or to perfect such Liens, including any Intellectual Property registered in any jurisdiction that is not a Covered Jurisdiction and (ii) no
security agreement, pledge agreement, mortgage, deed, charge or other collateral document governed by the Laws of any jurisdiction other
than a Covered Jurisdiction shall be required; it being understood that no Loan Party will be required to take any action to perfect a
Lien in the Collateral in any jurisdiction other than a Covered Jurisdiction, except for any actions required by the Administrative Agent
or the Collateral Agent after the occurrence of a Cash Dominion Period to secure or perfect security over the Accounts of a Borrower included
in the Revolving Borrowing Base owing by an Account Debtor located outside any Covered Jurisdiction or subject to an underlying contract
governed by a law other than the law of any Covered Jurisdiction;


 


(g)            in
no event shall any Loan Party be required to take any action with respect to the perfection of Liens in (i) assets subject to certificates
of title or any aircraft or aircraft engine, (ii) letter-of-credit rights (as defined in the UCC), except to the extent constituting
a Supporting Obligation (as defined in the UCC) for other Collateral, or (iii) commercial tort claims (as defined in the UCC) in
an amount (taking the greater of the aggregate claimed damages thereunder or the reasonably estimated value thereof, in each case, as
determined by the Borrower in good faith) less than $15,000,000, in each case of this clause (g), beyond the filing of UCC financing
statements;


 






    - 15 -


     


    

 





(h)            in
no event shall any Loan Party be required to obtain any Collateral Access Agreement; provided that the foregoing shall not affect
the right of the Administrative Agent to implement the Rent and Charges Reserves in accordance with the terms of this Agreement; and


 


(i)            notwithstanding
anything to the contrary in any Collateral Document, unless requested in writing by the Administrative Agent, in no event shall any Loan
Party be required to deliver certificates representing Pledged Equity of any Non-Operating Subsidiary.


 


“Collateral Documents”
means, collectively, (a) each Security Agreement, (b) each Guaranty, (c) [reserved], (d) each of the security agreements
or other similar agreements delivered to the Administrative Agent or the Collateral Agent and the Lenders pursuant to Section 4.1(a)(iii),
Section 8.11, Section 8.12, Section 8.13 or Section 8.17, (e) each Credit Card Notification,
(f) each Lien Acknowledgment Agreement, (g) the Intercreditor Agreement, (h) each other Acceptable Intercreditor Agreement,
(i) the Securities Account Control Agreements (if any), (j) the Deposit Account Control Agreements, and (k) each of the
other agreements, instruments or documents that creates or purports to create a Lien to secure the Obligations or a Guarantee of the Obligations,
in each case, in favor of the Administrative Agent or the Collateral Agent for the benefit of the Secured Parties.


 


“Collateral Monitoring
Trigger Event” means the failure of the Borrower to maintain Excess Availability of at least 65% of the Revolving Loan Cap at
any time for five (5) consecutive Business Days.


 


“Commitments”
means the Revolving Credit Commitments.


 


“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.


 


“Communication”
means this Agreement, any Loan Document and any document, amendment, approval, consent, information, notice, certificate, request, statement,
disclosure or authorization related to any Loan Document.


 


“Compliance Certificate”
means a certificate substantially in the form of Exhibit L and which certificate shall in any event be a certificate of a
Financial Officer (a) certifying as to whether a Default has occurred and is continuing and, if applicable, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, (b) solely to the extent that a Monthly Borrowing Base
Reporting Period occurred at any time during the Fiscal Quarter most recently ended prior to the delivery of such Compliance Certificate,
setting forth a reasonably detailed calculation of the Consolidated Fixed Charge Coverage Ratio for the most recently completed Test Period,
and (c) setting forth reasonably detailed calculations, in the case of financial statements delivered under Section 7.1
of the Net Cash Proceeds received during the applicable period by or on behalf of, Holdings or any of its Restricted Subsidiaries in respect
of any Disposition subject to prepayment pursuant to Section 2.9(b).


 






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“Concentration Account”
has the meaning specified in Section 8.12(d).


 


“Conforming Changes”
means, with respect to the use, administration of or any conventions associated with SOFR, Daily Simple SOFR or any proposed Successor
Rate or Term SOFR, as applicable, any conforming changes to the definitions of “SOFR”, “Daily Simple SOFR”, “Term
SOFR” and “Interest Period”, timing and frequency of determining rates and making payments of interest and other technical,
administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S.
Government Securities Business Day”, timing of borrowing requests or prepayment, conversion or continuation notices and length of
lookback periods) as may be appropriate, in the discretion of the Administrative Agent in consultation with the Borrower, to reflect the
adoption and implementation of such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a
manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such
market practice is not administratively feasible or that no market practice for the administration of such rate exists, in such other
manner of administration as the Administrative Agent in consultation with the Borrower, determines is reasonably necessary in connection
with the administration of this Agreement and any other Loan Document).


 


“Consolidated”
means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test,
statement or report (as applicable) on a consolidated basis in accordance with the applicable principles of consolidation under GAAP.


 


“Consolidated Depreciation
and Amortization Expense” means, with respect to Holdings and its Restricted Subsidiaries on a Consolidated basis for any Test
Period, the total amount of depreciation and amortization expense of Holdings and its Restricted Subsidiaries, including the amortization
of deferred financing fees or costs for such Test Period and determined in accordance with GAAP.





 


“Consolidated EBITDA”
means, with respect to Holdings and its Restricted Subsidiaries on a Consolidated basis for any Test Period, the Consolidated Net Income
for such Test Period:


 


(a)            increased
by (without duplication):


 


(i)            provision
for taxes based on income or profits or capital, plus state, provincial, territorial, franchise, property or similar taxes and
foreign withholding taxes and foreign unreimbursed value added taxes, of such Person for such Test Period (including, in each case, penalties
and interest related to such taxes or arising from tax examinations), to the extent the same were deducted in computing Consolidated Net
Income for such Test Period, plus


 


(ii)            (A) total
interest expense of such Person for such Test Period and (B) bank fees and costs of surety bonds for such Test Period, in each case
under this clause (B), in connection with financing activities and, in each case under clauses (A) and (B),
to the extent the same were deducted in computing Consolidated Net Income for such Test Period, plus


 






    - 17 -


     


    

 


(iii)            Consolidated
Depreciation and Amortization Expense for such Test Period, to the extent the same was deducted in computing Consolidated Net Income for
such Test Period, plus


 


(iv)            any
expenses or charges related to any issuance of Equity Interests, Investment, acquisition, disposition, recapitalization or the incurrence
or repayment of Indebtedness permitted to be incurred hereunder including a refinancing thereof (whether or not successful) and any amendment
or modification to the terms of any such transactions, including such fees, expenses or charges related to the Transactions, incurred
during such Test Period, in each case, to the extent the same were deducted in computing Consolidated Net Income for such Test Period,
plus


 


(v)            the
amount of any restructuring charge or reserve deducted in such Test Period in computing Consolidated Net Income, including any one-time
costs incurred in connection with (A) Permitted Acquisitions after the Closing Date or (B) the closing of any Stores or distribution
centers after the Closing Date; provided that amounts added back pursuant to this clause (v) with respect to any Test
Period shall not exceed 20% of Consolidated EBITDA for such Test Period (calculated before giving effect to any adjustments pursuant to
this clause (v)), plus


 


(vi)            the
amount of costs relating to pre-opening and opening costs for Stores, signing, retention and completion bonuses, costs incurred in connection
with any strategic initiatives, transition costs, consolidation and closing costs for Stores and costs incurred in connection with non-recurring
(without, in any such case, limitation on the calculation hereof by Item 10(e) of Regulation S-K promulgated by the SEC) product
and Intellectual Property development after the Closing Date, other business optimization expenses (including costs and expenses relating
to business optimization programs), and new systems design and implementation costs and project start-up costs; provided that amounts
added back pursuant to this clause (vi) with respect to any Test Period shall not exceed 20% of Consolidated EBITDA for such
Test Period (calculated before giving effect to any adjustments pursuant to this clause (vi)), plus


 


(vii)            any
other non-cash expenses or charges including any write offs or write downs reducing such Consolidated Net Income for such Test Period
(provided that, if any such non-cash expenses or charges represent an accrual or reserve for potential cash items in any future
Test Period, (A) Holdings may determine not to add back such non-cash expense or charge in the current Test Period and (B) to
the extent Holdings decides to add back such non-cash expense or charge, the cash payment in respect thereof in such future Test Period
shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior
Test Period), plus


 


(viii)            the
amount of any minority interest expense deducted in calculating Consolidated Net Income for such Test Period, plus


 






    - 18 -


     


    

 


(ix)            the
amount of Expected Costs Savings that are reasonably identifiable and factually supportable (in the good faith determination of the
Borrower) related to (A) the Transactions, (B) any Business Optimization Initiative consummated prior to or on the Closing
Date and/or (C) any Business Optimization Initiative consummated after the Closing Date (in each case, net of the amount of
actual amounts realized during such Test Period from such actions); provided that (1) with respect to clause (C),
the relevant action resulting in (or substantial steps towards the relevant action that would result in) such Expected Costs Savings
must either be taken or reasonably expected to be taken within eighteen (18) months after the determination to take such
action and (2) amounts added back pursuant to this clause (ix) with respect to any Test Period shall not exceed 25%
of Consolidated EBITDA for such Test Period (calculated before giving effect to any adjustments pursuant to this clause
(ix)); plus


 


(x)            any
(A) one-time fee, cost, charge or expense incurred during such Test Period in connection with regulatory fines or processes and (B) cost
of, and payment of, actual or prospective litigations, legal settlements, fines, judgments or orders during such Test Period; plus


 


(xi)            any
fee, cost, charge or expense incurred in connection with (A) lease buy-outs or termination fees in connection with Store closures
and (B) contract terminations (including holdback amounts) during such Test Period; plus


 


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


 


(xiii)            any
costs or expenses incurred by Holdings or any Restricted Subsidiary during such Test Period 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 stockholders agreement, to
the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Loan Parties or net cash proceeds
of issuance of Equity Interests of the Loan Parties (other than Disqualified Equity Interests); plus


 


(xiv)            [reserved];


 


(xv)            [reserved];


 


(xvi)            the
amount of management, board of directors, monitoring, consulting, transaction and advisory fees (including termination fees) and related
indemnities, charges and expenses paid or accrued to or on behalf of any direct or indirect parent or equityholders of Holdings or the
Borrower; plus


 


(xvii)            [reserved];


 






    - 19 -


     


    

 


(xviii)            [reserved];


 


(xix)            any
charges, expenses or losses directly related to litigation; plus


 


(xx)            [reserved];


 


(b)            decreased
by (without duplication):


 


(i)            any
non-cash gains increasing Consolidated Net Income of such Person for such Test Period, excluding any gains that represent the reversal
of any accrual of, or cash reserve for, anticipated cash charges in any prior Test Period (other than such cash charges that have been
added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition), plus


 


(ii)            any
non-cash gains with respect to cash actually received in a prior Test Period unless such cash did not increase Consolidated EBITDA in
such prior Test Period.


 


Notwithstanding anything to
the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any Test Period that includes
any of the Fiscal Quarters ended on or about July 31, 2021, October 31, 2021, January 29, 2022 and April 30, 2022,
Consolidated EBITDA for such Fiscal Quarters shall be $220,140,000, $228,399,000, $228,601,000 and $220,801,000, respectively. For the
avoidance of doubt, Consolidated EBITDA shall be calculated (whether pursuant to the immediately preceding sentence or otherwise), including
pro forma adjustments, in accordance with Section 1.8 (provided that any such adjustments, when taken together with
any such similar adjustments made in accordance with clause (a)(ix) above, shall not exceed 25% of Consolidated EBITDA for
such Test Period (calculated before giving effect to such addbacks)).


 





“Consolidated Fixed
Charge Coverage Ratio” means, with respect to Holdings and its Restricted Subsidiaries on a Consolidated basis for any Test
Period, the ratio of (a) (i) Consolidated EBITDA for such Test Period, minus (ii) Capital Expenditures paid in cash
during such Test Period and not financed with the proceeds of Indebtedness (other than Loans), minus (iii) Cash Taxes during
such Test Period, plus (iv) Cash Tax refunds received during such Test Period, to (b) Debt Service Charges of or by Holdings
and its Restricted Subsidiaries for such Test Period.


 


“Consolidated Interest
Charges” means, with respect to Holdings and its Restricted Subsidiaries on a Consolidated basis for any Test Period, the sum
of (a) all cash interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including
capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance
with GAAP, plus (b) the cash portion of rent expense with respect to such period under Capitalized Lease Obligations that
is treated as interest in accordance with GAAP, minus (c) cash interest income during such period, in each case of or by Holdings
and its Restricted Subsidiaries on a Consolidated basis for such Test Period in accordance with GAAP. For purposes of the foregoing, interest
expense shall exclude, for the avoidance of doubt, (i) one-time financing fees (including arrangement, amendment and contract fees),
debt issuance costs, commissions and expenses, (ii) the amortization of deferred financing costs, debt issuance costs, commissions,
fees and expenses (including as a result of the effects of acquisition method accounting or pushdown accounting), (iii) any interest
expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting,
(iv) penalties and interest relating to Taxes, and (v) non-cash interest expense attributable to the movement of the mark-to-market
valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting Standards Codification No. 815-Derivatives
and Hedging (other than any interest rate hedging agreement or other derivative instrument), any expense resulting from the discounting
of Indebtedness in connection with the application of recapitalization or purchase accounting, all as calculated on a Consolidated basis
in accordance with GAAP.


 






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“Consolidated Net Debt”
means, as of any date of determination, (a) Consolidated Total Debt, minus (b) the amount of cash and Cash Equivalents
on a consolidated balance sheet of Holdings and its Restricted Subsidiaries that are not “Restricted” for purposes of GAAP
on such balance sheet; provided that (i) any cash or Cash Equivalents that are “Restricted” due to any Lien in
favor of any Secured Party or any bankers’ Liens shall still be included in clause (b) above) and (ii) Consolidated
Net Debt shall not include the principal amount of any Indebtedness with respect to which an irrevocable deposit of the necessary funds
for the payment, redemption or satisfaction of such Indebtedness has been made (and, for the avoidance of any doubt, such deposits shall
not be included as cash and Cash Equivalents pursuant to clause (b) above).


 


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


 


(a)            any
net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses, and Transaction
Expenses, relocation costs, integration costs, facility consolidation and closing costs, severance costs and expenses and non-recurring
compensation charges (without, in any such case, limitation on the calculation hereof by Item 10(e) of Regulation S-K promulgated
by the SEC), shall be excluded,


 


(b)            the
Net Income for such Test Period shall not include the cumulative effect of a change in accounting principles during such Test Period,
whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP,


 


(c)            effects
of adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in such Person’s
Consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible
assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization
accounting or purchase accounting, as the case may be, in relation to the Transactions or any consummated Permitted Acquisition or the
amortization or write-off of any amounts thereof, net of taxes, shall be excluded,


 


(d)            any
net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or
discontinued operations shall be excluded,


 






    - 21 -


     


    

 


(e)            any
net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset Dispositions or the other Disposition
of any Equity Interests of any Person other than in the ordinary course of business, as determined in good faith by Holdings, shall be
excluded,


 


(f)            the
Net Income for such Test Period of any Person that is not a Restricted Subsidiary, or is an Unrestricted Subsidiary, or that is accounted
for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of Holdings and its Restricted
Subsidiaries shall include the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent
converted into cash) to the relevant Person or a Restricted Subsidiary thereof in respect of such Test Period,


 


(g)            (i) any
net unrealized gain or loss (after any offset) resulting in such Test Period from obligations in respect of Swap Contracts and the application
of FASB Accounting Standards Codification 815 (Derivatives and Hedging), (ii) any net gain or loss resulting in such Test Period
from currency translation gains or losses related to currency remeasurements of Indebtedness (including the net loss or gain (A) resulting
from Swap Contracts for currency exchange risk and (B) resulting from intercompany Indebtedness) and all other foreign currency translation
gains or losses to the extent such gain or losses are non-cash items, and (iii) any net after-tax income (loss) for such Test Period
attributable to the early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Swap Contracts or (C) other
derivative instruments, shall be excluded,


 


(h)            any
impairment charge or asset write-off, including impairment charges or asset write-offs or write-downs related to intangible assets, long-lived
assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case pursuant to GAAP, and
the amortization of intangibles arising pursuant to GAAP shall be excluded,


 


(i)            any
expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted
Acquisition or any sale, conveyance, transfer or other Disposition of assets permitted under this Agreement, to the extent actually reimbursed,
or, so long as Holdings has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent
that such amount is in fact indemnified or reimbursed within 365 (or, in any leap year, 366) days of such determination (with a deduction
in the applicable future Test Period for any amount so added back to the extent not so indemnified or reimbursed within such 365 (or,
in any leap year, 366) days), shall be excluded,


 


(j)            to
the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that there exists reasonable
evidence that such amount will in fact be reimbursed within 365 days of the date of such determination (with a deduction in the applicable
future Test Period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with
respect to liability or casualty events or business interruption shall be excluded, and


 


(k)            any
non-cash (for such Test Period and all other Test Periods) compensation charge or expense, including any such charge or expense arising
from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs
shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by, or to, management
of Holdings or any of its Restricted Subsidiaries in connection with the Transactions, shall be excluded.


 






    - 22 -


     


    

 


“Consolidated Total
Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of Holdings and its Restricted
Subsidiaries outstanding on such date, determined on a Consolidated basis in accordance with GAAP (but excluding the effects of any discounting
of Indebtedness resulting from the application of purchase accounting in connection with the Transactions, any Permitted Acquisition or
any other Investment permitted hereunder) consisting of (a) Indebtedness for borrowed money, (b) unreimbursed obligations in
respect of drawn letters of credit, (c) obligations in respect of Capitalized Leases and (d) debt obligations evidenced by promissory
notes or similar instruments; provided that Consolidated Total Debt shall not include Indebtedness in respect of (i) any letter
of credit, except to the extent of unreimbursed obligations in respect of drawn letters of credit (provided that any unreimbursed
amount under commercial letters of credit shall not be counted as Consolidated Total Debt until three (3) Business Days after such
amount is drawn (it being understood that any borrowing, whether automatic or otherwise, to fund such reimbursement shall be counted))
and (ii) obligations under Swap Contracts.


 


“Constituent
Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation, incorporation or organization and operating or limited liability
company agreement (if applicable); 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.


 


“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”
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.


 


“Cost” means
the cost of purchases of Inventory determined according to the accounting policies used in the preparation of the Borrower’s financial
statements.


 


“Covenant Trigger Event”
means that Excess Availability on any day is less than the greater of (i) $72,000,000 and (ii) 10.0% of the Revolving Loan Cap.
For purposes hereof, the occurrence of a Covenant Trigger Event shall be deemed to be continuing until Excess Availability is equal to
or greater than the greater of (i) $72,000,000 and (ii) 10.0% of the Revolving Loan Cap, in each case, for twenty-five (25)
consecutive calendar days, in which case a Covenant Trigger Event shall no longer be deemed to be continuing for purposes of this Agreement.
The termination of a Covenant Trigger Event as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Covenant
Trigger Event in the event that the conditions set forth in this definition again arise.


 






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“Covered Entity”
has the meaning specified in Section 12.29(b).


 


“Covered Jurisdiction”
means each of the United States, any state thereof or the District of Columbia.


 


“Covered Party”
has the meaning specified in Section 12.29(a).


 


“Credit Card Agreements”
means all agreements or arrangements now or hereafter entered into by any Loan Party, in each case with any Credit Card Issuer or Credit
Card Processor, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, including,
but not limited to, the agreements or arrangements set forth on Schedule 1.1B.


 


“Credit Card Issuer”
means any Person (other than a Loan Party) who issues or whose members issue credit cards or debit cards (which may include “virtual”
credit and debit cards), including, without limitation, MasterCard or VISA bank credit or debit cards or other bank credit or debit cards
issued through MasterCard International, Inc., Visa, U.S.A., Inc. or Visa International and American Express, Discover, Diners
Club, Carte Blanche and other non-bank credit or debit cards, including, without limitation, credit or debit cards issued by or through
American Express Travel Related Services Company, Inc., Novus Services, Inc., and Affirm.


 


“Credit Card Notification”
means, collectively, the notices to Credit Card Issuers or Credit Card Processors in substantially the form of Exhibit G,
which Credit Card Notifications shall require the ACH or wire transfer no less frequently than each Business Day (and whether or not there
are then any outstanding Obligations) to an Approved Deposit Account of all payments due from Credit Card Processors.


 


“Credit Card Processor”
means any servicing or processing agent or any factor or financial intermediary who (a) facilitates, services, processes or manages
the credit authorization, billing transfer and/or payment procedures with respect to the Loan Parties’ sales transactions involving
credit card or debit card purchases by customers using credit cards or debit cards issued by any Credit Card Issuer or (b) otherwise
acquires goods or pays for services from the Loan Parties, as lessor of the subject goods to customers.


 


“Credit Card Receivables”
means, collectively, (a) all present and future rights of any Loan Party to payment from any Credit Card Issuer, Credit Card Processor,
or other third party arising from sales of goods or rendition of services to customers who have purchased such goods or services using
a credit or debit card (including “virtual” credit or debit cards), (b) all present and future rights of any Loan Party
to payment from any Credit Card Issuer, Credit Card Processor, or other third party in connection with the sale or transfer of Accounts
arising pursuant to the sale of goods or rendition of services to customers, and (c) all present and future rights of any Loan Party
to payment, as lessor of the subject goods to customers, including, but not limited to, all amounts at any time due or to become due from
any Credit Card Issuer or Credit Card Processor, under the Credit Card Agreements or otherwise, in each case above calculated net of prevailing
interchange charges.


 






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


 


“Credit Extension Conditions”
means, in relation to any determination thereof at any time, the requirements that:


 


(a)            the
Revolving Credit Outstandings at such time shall not exceed the Revolving Loan Cap at such time (other than as a result of any Protective
Advance);


 


(b)            the
Revolving Credit Exposure of any Revolving Credit Lender (other than the Revolving Credit Lender acting as the Swing Loan Lender) at such
time shall not exceed the Revolving Credit Commitment of such Lender at such time (or, as applicable, the Revolving Credit Commitments
of any applicable Class of such Revolving Credit Lender);


 


(c)            solely
in connection with the Issuance of any Letter of Credit, the Letter of Credit Obligations at such time shall not exceed the Letter of
Credit Sublimit; and


 


(d)            solely
in connection with the making of any Swing Loans, the Swing Loan Obligations at such time shall not exceed the Swing Loan Sublimit.


 


“Cure Amount”
has the meaning specified in Section 10.4(b).


 


“Cure Expiration Date”
has the meaning set forth in Section 10.4(a).


 


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


 


“Customer Credit Liabilities”
means, at any time, the aggregate remaining balance at such time of (a) outstanding gift certificates and gift cards of the Loan
Parties (or any Subsidiary that issues gift cards) entitling the holder thereof to use all or a portion of the certificate or gift card
to pay all or a portion of the purchase price for any Inventory of the Loan Parties and (b) outstanding merchandise credits and customer
rewards of the Loan Parties, in each case, net of any dormancy reserves maintained by the Loan Parties on their books and records in the
ordinary course of business consistent with past practices.


 


“Customer Credit Liability
Reserve” means a reserve in respect of Customer Credit Liabilities, customer deposits and layaway payments.


 


“Customs Broker/Carrier
Agreement” means an agreement in form and substance reasonably satisfactory to the Administrative Agent among a Loan Party,
a customs broker, freight forwarder, consolidator, or carrier, and the Administrative Agent.


 


“Daily Simple SOFR”
with respect to any applicable determination date means the SOFR published on such date on the Federal Reserve Bank of New York’s
website (or any successor source).


 






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“Debt Service Charges”
means, with respect to Holdings and its Restricted Subsidiaries on a Consolidated basis for any Test Period, the sum of (a) Consolidated
Interest Charges paid, or required to be paid, in cash for such Test Period, plus (b) scheduled principal payments made or
required to be made on account of Indebtedness for borrowed money of or payable by Holdings and its Restricted Subsidiaries for such Test
Period, in each case determined on a consolidated basis in accordance with GAAP.


 


“Debtor Relief Laws”
means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, arrangement, adjustment, administration, composition, receivership, examinership, insolvency, reorganization, or similar debtor
relief Laws of any Covered Jurisdiction 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 constitute an Event of Default.


 


“Default Rate”
means, without duplication, (i) with respect to Obligations under the Revolving Credit Facility (other than Letter of Credit Fees),
(A) the Base Rate plus (B) the Applicable Margin applicable to Revolving Loans that are Base Rate Loans plus (C) 2.0%
per annum; provided that, with respect to the outstanding principal amount of any Revolving Loan (including any Swing Loan), the
Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Revolving
Loan (giving effect to Section 2.10) plus 2.0% per annum, and (ii) when used with respect to Letter of Credit
Fees, a rate equal to (A) the Applicable Margin for Standby Letters of Credit or Documentary Letters of Credit, as applicable, plus
(B) 2.0% per annum, to the fullest extent permitted by applicable Laws.


 





“Default Right”
has the meaning specified in Section 12.29(b).


 


“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 (2) Business Days of the date such Loans were required to be funded
hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s
determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default,
shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuer, the
Swing Loan 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 Loans) within two (2) Business Days of the date when due,


 


(b)            has
notified the Borrower, the Administrative Agent, an Issuer or the Swing Loan Lender 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
Lender’s 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 any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied),


 






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(c)            has
failed, within one (1) Business Day after written request by the Administrative Agent or the Borrower, to confirm in writing to the
Administrative Agent and the Borrower 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 and the Borrower), or


 


(d)            has,
or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had
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 Governmental
Authority acting in such a capacity (in each case of clause (i) or (ii), other than pursuant to an Undisclosed
Administration) or (iii) become the subject of a Bail-In Action; 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) 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 any one or more of clauses (a) through
(d) above, and of the effective date of such status, shall be prima facie evidence thereof absent manifest error,
and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor
by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower,
each Issuer, the Swing Loan Lender and each other Lender promptly following such determination.


 


“Defined Benefit Scheme”
has the meaning specified in Section 5.11(e).


 


“Deposit Account”
means any checking or other demand deposit account maintained by the Loan Parties, including any “deposit accounts” within
the meaning given to such term in Article 9 of the UCC.


 


“Deposit Account Control
Agreement” means a control agreement reasonably satisfactory to the Collateral Agent, executed by an institution maintaining
a Deposit Account for a Loan Party, to perfect or evidence a Lien on, or control of, such account in favor of the Collateral Agent as
security for the Obligations.


 


“Designated Jurisdiction”
means any country or territory to the extent that such country or territory itself is the subject of any Sanction.


 


“Designated Lender”
has the meaning set forth in Section 2.18.


 


“Designated Non-Cash
Consideration” means the fair market value of non-cash consideration received by any Loan Party or a Restricted Subsidiary in
connection with a Disposition pursuant to Section 9.5(j) that is designated as Designated Non-Cash Consideration pursuant
to a certificate of a Responsible Officer of the Borrower (which amount will be reduced by the fair market value of the portion of the
non-cash consideration converted to cash within one-hundred eighty (180) days following the consummation of the applicable Disposition).





 






    - 27 -


     


    

 


“Disposition”
or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction,
any sale or issuance of Equity Interests in a Restricted Subsidiary or any sale, transfer, license, lease or other disposition effected
pursuant to any Investment) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


“Disqualified Equity
Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which
it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily
redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result
of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset
sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the
termination of the Commitments and all outstanding Letters of Credit (unless the Outstanding Amount of the Letter of Credit Obligations
related thereto has been Cash Collateralized or back-stopped by a letter of credit in form and substance reasonably satisfactory to the
applicable Issuer)), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in
whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable
for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that
is ninety-one (91) days after the Latest Maturity Date at the time of issuance; provided that if such Equity Interests are issued
pursuant to a plan for the benefit of employees of Holdings, the Borrower or the Restricted Subsidiaries or by any such plan to such employees,
such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Holdings,
the Borrower or the Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 


“Disqualified Institution”
means:


 


(a)            any
Person that is a competitor of Holdings and its Restricted Subsidiaries and identified by the Borrower in good faith in writing to the
Administrative Agent from time to time;


 


(b)            those
financial institutions, other institutional lenders and investors and other entities that were identified by the Borrower as such in writing
to the Administrative Agent on or prior to the Closing Date; and


 


(c)            any
Affiliates of Persons described in the foregoing clauses (a) and (b) that are readily identifiable as such solely
on the basis of their names (other than any such Affiliate that is a bank, financial institution or fund (other than a Person described
in clause (b) above) that regularly invest in commercial loans or similar extensions of credit in the ordinary course of business
and for which no personnel involved with the relevant competitor or Person referred to in clause (b) above make investment
decisions);


 






    - 28 -


     


    

 


provided
that in no event shall any update to the list of Disqualified Institutions (i) be effective prior to two (2) Business Days after
receipt thereof by the Administrative Agent or (ii) apply retroactively to disqualify any Persons that have previously acquired an
assignment or participation interest under this Agreement or that is party to a pending trade.


 


Notwithstanding anything in the Loan Documents
to the contrary, the Administrative Agent shall not be responsible (or have any liability) for, or have any duty to ascertain, inquire
into, monitor or enforce, compliance with the provisions thereof relating to Disqualified Institutions, other than (a) providing
the Lenders with any updates to the list of Disqualified Institutions within two (2) Business Days after receipt thereof by
the Administrative Agent, and (b) reviewing the most updated list of Disqualified Institutions delivered by the Borrower to the Administrative
Agent and confirming the name of any assignee, transferee or participant is not included on the list of Disqualified Institutions prior
to (x) consenting, acknowledging, agreeing to or approving (to the extent the Administrative Agent has such a consent, acknowledge,
agreement or approval right pursuant to the terms of this Agreement) any assignment, transfer or participation in any Credit Extension
or Commitment, and (y) consummating any assignments, transfers or participations made by the Administrative Agent, any of its Affiliates
or any of its or their Approved Funds.


 


“Division”
means, in reference to any Person which is an entity, the division of such Person into two (2) or more separate Persons with the
dividing Person either continuing or terminating its existence as part of the division including as contemplated under Section 18-217
of the Delaware Limited Liability Act for limited liability companies formed under Delaware law or any analogous action taken pursuant
to any applicable Law with respect to any corporation, limited liability company, partnership or other entity. The word “Divide”,
when capitalized shall have correlative meaning.





 


“Document”
has the meaning set forth in Article 9 of the UCC.


 


“Documentary Letter
of Credit” means any Letter of Credit that is drawable upon presentation of documents evidencing the sale or shipment of goods
purchased by a Loan Party in the ordinary course of its business.


 


“Dollar Equivalent”
means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated
in any other currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the applicable Issuer, as
the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase
of Dollars with such other currency.


 


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


 


“Domestic Subsidiary”
means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia (excluding,
for the avoidance of doubt, any Subsidiary organized under the Laws of Puerto Rico or any other territory).


 


“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.


 






    - 29 -


     


    

 


“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.


 


“Electronic Record”
and “Electronic Signature” have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended
from time to time.


 


“Eligible Accounts”
means, as of any date of determination thereof, the aggregate amount of all Accounts due to any Loan Party, except to the extent that
(determined without duplication):


 


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


 


(b)            (i) such
Loan Party’s right to receive payment is not absolute or is contingent upon the fulfillment of any condition whatsoever (other than
the preparation and delivery of an invoice) or (ii) as to which such Person is not able to bring suit or otherwise enforce its remedies
against the Account Debtor through judicial process;


 


(c)            any
defense, counterclaim, set-off or dispute exists as to such Account, but only to the extent of such defense, counterclaim, set-off or
dispute;


 


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


 


(e)            an
invoice, reasonably acceptable to the Administrative Agent in form and substance (it being agreed that any invoice in a form previously
acceptable to the Administrative Agent shall be acceptable for future use) or otherwise in the form otherwise required by any Account
Debtor, has not been sent to the applicable Account Debtor in respect of such Account on or before the date as of which such Account is
first included in the Borrowing Base Certificate or otherwise reported to the Administrative Agent as Collateral;


 


(f)            such
Account (i) is not owned by such Loan Party or (ii) is not subject to the valid and perfected first priority security interest
and Lien of Administrative Agent, for and on behalf of itself and the Lenders (subject only to Liens permitted under Section 9.1
having priority by operation of applicable Law over the Liens of the Administrative Agent or the Collateral Agent) or (iii) is
subject to any other Lien (other than Liens permitted under Section 9.1);


 






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(g)            such
Account is the obligation of an Account Debtor that is (i) a director, officer, other employee or Affiliate of such Loan Party or
(ii) a natural person;


 


(h)            such
Account is the obligation of an Account Debtor that is any Governmental Authority;


 


(i)            Accounts
subject to a partial payment plan;


 


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


 


(k)            the
Account is not paid on or prior to ninety (90) days following the original invoice date;


 


(l)            the
Account is not paid on or prior to sixty (60) days following the date on which such Account was due;


 


(m)            such
Account is the obligation of an Account Debtor from whom 50% or more of the amount of all Accounts owing by that Account Debtor are ineligible
under the criteria set forth in this definition;


 


(n)            any
of the representations or warranties in the Loan Documents with respect to such Account are untrue in any material respect with respect
to such Account (or, with respect to representations or warranties that are qualified by materiality, any of such representations and
warranties are untrue);


 


(o)            such
Account is evidenced by chattel paper or an instrument of any kind, or has been reduced to judgment;


 


(p)            such
Account, together with all other Accounts owing by such Account Debtor and its Affiliates as of any date of determination, exceeds the
greater of (i) 25% of all Eligible Accounts and (ii) 15% of the Revolving Borrowing Base (but, in each case, only to the extent
of such excess);


 


(q)            such
Account is payable in any currency other than Dollars;


 


(r)            such
Account has been redated, extended, compromised, settled or otherwise modified or discounted, except discounts or modifications that are
granted by any Loan Party in the ordinary course of business;


 


(s)            Account
Debtor is subject to an event of the type described in Section 10.1(f);


 


(t)            such
Account represents a sale on a bill-and-hold, guaranteed sale, sale and return, sale on approval, consignment or other repurchase or return
basis;


 






    - 31 -


     


    

 


(u)            the
Account Debtor is organized or has its principal offices or assets outside the United States, unless such Account is backed by a letter
of credit reasonably acceptable to the Administrative Agent (which is issued by a bank reasonably acceptable to the Administrative Agent)
and such letter of credit is subject to a first priority perfected Lien in favor of the Administrative Agent (subject to Liens permitted
under Section 9.1 having priority by operation of applicable Law over the Liens of the Administrative Agent or the Collateral
Agent);


 


(v)            the
Account Debtor shall have returned the merchandise purchased giving rise to such Account;


 


(w)            the
portion, if any, of any Account that includes a billing for interest, fees or late charges;


 


(x)            such
Account constitutes a Credit Card Receivable; or


 


(y)            such
Account is of an Account Debtor that is located in a state requiring the filing of a notice of business activities report or similar
report in order to permit such Loan Party to seek judicial enforcement in such state of payment of such Account, unless such Loan
Party has qualified to do business in such state or has filed a notice of business activities report or equivalent report for the
then-current year or if such failure to file and inability to seek judicial enforcement is capable of being remedied without any
material delay or material cost. Any Account owned by a Loan Party which is not an Eligible Account shall nevertheless be
part of the Collateral unless it is an Excluded Asset.


 


“Eligible Assignee”
means (a) a Lender or any of its Affiliates or branches; (b) a bank, insurance company, or company engaged in the business of
making commercial loans, which Person, together with its Affiliates and branches, has a combined capital and surplus in excess of $250,000,000;
(c) an Approved Fund; (d) any Person to whom a Lender assigns its rights and obligations under this Agreement as part of an
assignment and transfer of such Lender’s rights in and to a material portion of such Lender’s portfolio of asset based credit
facilities, and (e) any other Person that meets the requirements to be an assignee under Section 12.2(b)(iii) and
(v) (subject to such consents, if any, as may be required under Section 12.2(b)(iii)).  For the avoidance
of doubt, any Disqualified Institution is subject to the last sentence of Section 12.2(b)(v).


 


“Eligible Credit Card
Receivables” means, as to any Loan Party, Credit Card Receivables of such Person which satisfy the criteria set forth below:


 


(a)            such
Credit Card Receivables arise from the actual and bona fide sale and delivery of goods or rendition of services by such Person
in the ordinary course of the business of such Person;


 


(b)            such
Credit Card Receivables are not past due (beyond any stated applicable grace period, if any, therefor) pursuant to the terms set forth
in the Credit Card Agreements with the Credit Card Issuer or Credit Card Processor of the credit card or debit card used in the purchase
which give rise to such Credit Card Receivables;


 






    - 32 -


     


    

 


(c)            such
Credit Card Receivables are not unpaid more than five (5) Business Days after the date of the sale of Inventory giving rise to such
Credit Card Receivables;


 


(d)            the
Credit Card Issuer or Credit Card Processor obligated in respect of such Credit Card Receivable has not failed to remit any monthly payment
in respect of such Credit Card Receivable (but solely with respect to any amount that has been failed to be remitted and not any other
amounts) ;


 


(e)            the
Credit Card Issuer or Credit Card Processor with respect to such Credit Card Receivables has not asserted a counterclaim, defense or dispute
against such Credit Card Receivables (other than customary set-offs to fees and chargebacks consistent with the practices of such Credit
Card Issuer or Credit Card Processor with such Person from time to time), but the portion of the Credit Card Receivables owing by such
Credit Card Issuer or Credit Card Processor in excess of the amount owing by such Person to such Credit Card Issuer or Credit Card Processor
pursuant to such fees and chargebacks shall be deemed Eligible Credit Card Receivables;


 


(f)            the
Credit Card Issuer or Credit Card Processor with respect to such Credit Card Receivables has not set off against amounts otherwise payable
by such Credit Card Issuer or Credit Card Processor to such Person for the purpose of establishing a reserve or collateral for obligations
of such Person to such Credit Card Issuer or Credit Card Processor (other than customary set-offs and chargebacks consistent with the
practices of such Credit Card Issuer or Credit Card Processor from time to time) but the portion of the Credit Card Receivables owing
by such Credit Card Issuer or Credit Card Processor in excess of the set-off amounts shall be deemed Eligible Credit Card Receivables;


 


(g)            such
Credit Card Receivables (x) are owned by such Loan Party and such Person has a good title to such Credit Card Receivables, (y) are
subject to the first priority, valid and perfected security interest and Lien of Administrative Agent or Collateral Agent, for and on
behalf of itself and the Lenders (subject only to Liens permitted under Section 9.1 having priority by operation of applicable
Law over the Liens of the Administrative Agent or the Collateral Agent), and (z) are not subject to any other Lien (other than (1) Liens
permitted hereunder pursuant to clauses (a), (c), (d), (h), (q), (w), (z), (aa),
(ee) and (jj) of Section 9.1 and (2) Liens permitted under Section 9.1 securing the “Obligations”
(as defined under the First Lien Term Facility Credit Agreement and subject to the terms of the Intercreditor Agreement)) (the foregoing
clauses (y) and (z) (other than in respect of the immediately foregoing clause (2)) not being intended
to limit the ability of the Administrative Agent to change, establish or eliminate any Availability Reserves in its Permitted Discretion
on account of any such permitted Liens);


 


(h)            the
Credit Card Issuer or Credit Card Processor with respect to such Credit Card Receivables is not subject to an event of the type described
in Section 10.1(f);


 


(i)            no
event of default (after giving effect to all grace periods applicable thereto) has occurred under the Credit Card Agreement of such
Person with the Credit Card Issuer or Credit Card Processor who has issued the credit card or debit card or handles payments under
the credit card or debit card used in the sale which gave rise to such Credit Card Receivables which event of default gives
such Credit Card Issuer or Credit Card Processor the right to cease or suspend payments to such Person;


 






    - 33 -


     


    

 


(j)            the
customer using the credit card or debit card giving rise to such Credit Card Receivable shall not have returned the merchandise purchased
giving rise to such Credit Card Receivable;


 


(k)            the
Credit Card Processor is organized and has its principal offices or assets within the United States or is otherwise acceptable to the
Administrative Agent in its Permitted Discretion;


 


(l)            such
Credit Card Receivables are not evidenced by chattel paper or an instrument of any kind, and have not been reduced to judgment; and


 


(m)            the
portion of such Credit Card Receivables that does not include a billing for interest, fees or late charges.


 


Any Credit Card Receivables owned by a Loan Party
which are not Eligible Credit Card Receivables shall nevertheless be part of the Collateral unless they are Excluded Assets.


 


“Eligible In-Transit
Inventory” means, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit
Inventory:


 


(a)            which
has been shipped from a foreign location for receipt by a Loan Party, but which has not yet been delivered to such Loan Party, which In-Transit
Inventory has been in transit for thirty (30) days or less from the date of shipment of such Inventory;


 


(b)            for
which the purchase order is in the name of a Loan Party and title and risk of loss has passed to such Loan Party;


 


(c)            in
each case as to which the Administrative Agent has control (as defined in the UCC) over the documents of title which evidence ownership
of the subject Inventory (including by the delivery of a Customs Broker/Carrier Agreement);


 


(d)            which
is insured to the reasonable satisfaction of the Administrative Agent (including, without limitation, marine cargo insurance) (it being
agreed that any insurance previously satisfactory to the Administrative Agent shall be deemed acceptable on a future basis); and


 


(e)            which
otherwise would constitute Eligible Inventory (other than by virtue of clause (w) of the definition thereof);


 


provided,
that the Administrative Agent may, in its Permitted Discretion, exclude any particular Inventory from the definition of “Eligible
In-Transit Inventory” in the event the Administrative Agent reasonably determines that such Inventory is subject to any Person’s
right of reclamation, repudiation, stoppage in transit or any event has occurred or is reasonably anticipated by the Administrative
Agent to arise which may otherwise materially adversely impact the value of such Inventory or the ability of the Administrative Agent
to realize upon such Inventory.


 






    - 34 -


     


    

 


“Eligible
Inventory” means, as to any Loan Party, Inventory consisting of finished goods merchantable and readily saleable
to the public in the ordinary course of the business of such Person but shall not include:


 


		(a)	work-in-process;



 


		(b)	raw materials;



 


		(c)	spare parts for equipment;



 


		(d)	packaging and shipping materials;



 


		(e)	supplies used or consumed in such Person’s business;



 


(f)            Inventory
located at premises owned and operated by a Person other than, and not leased by, any Loan Party, if the Administrative Agent shall
not have received a Collateral Access Agreement from the owner and operator with respect to such location, duly authorized, executed
and delivered by such owner and operator (or the Administrative Agent shall determine to accept a Collateral Access Agreement that
does not include all required provisions or provisions in the form otherwise required by the Administrative Agent), unless
the Administrative Agent has, at its option, established such Availability Reserves in respect of amounts at any time due or to
become due to the owner and operator thereof as the Administrative Agent shall determine in its Permitted Discretion;


 


(g)            Inventory
consisting of gasoline or diesel fuel;


 


(h)            bill
and hold goods;


 


(i)            obsolete,
unmerchantable, “seconds”, used, unfit for sale or slow moving Inventory;


 


(j)            Inventory
(i) which is not subject to the first priority, valid and perfected security interest of the Administrative Agent, for and on behalf
of itself and the Lenders (subject only to Liens permitted under Section 9.1 having priority by operation of applicable Law
over the Liens of the Administrative Agent or the Collateral Agent) or (ii) which is subject to any other Lien (other than (x) Liens
permitted hereunder pursuant to clauses (a), (c), (d), (h), (k), (p), (q), (w),
(z), (ee) and (jj) of Section 9.1 and (y) Liens permitted under Section 9.1 securing
the “Obligations” (as defined under the First Lien Term Facility Credit Agreement and subject to the terms of the Intercreditor
Agreement)) (the foregoing clauses (i) and (ii) (other than in respect of the immediately foregoing clause (i) (with
respect to Section 9.1(q)) and clause (y)) not being intended to limit the ability of the Administrative Agent to change,
establish or eliminate any Reserves in its Permitted Discretion on account of any such permitted Liens);


 






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(k)            damaged
and/or defective Inventory;


 


(l)            returned
Inventory which is not held for sale in the ordinary course of business;


 


(m)            Inventory
purchased or sold on consignment;


 


(n)            Inventory
that is not solely owned by the applicable Loan Party or the applicable Loan Party does not have good and valid title thereto;


 


(o)            Inventory
that is not located in the United States (excluding territories or possessions of the United States);


 


(p)            custom
items;


 


(q)            spare
parts or promotional or marketing materials;


 


(r)            samples,
labels, and other similar non-merchandise categories;


 


(s)            Inventory
that is not in material compliance with all standards imposed by any Governmental Authority having regulatory authority over such Inventory,
its use or sale;


 


(t)            Inventory
that is not insured in compliance with this Agreement;


 


(u)            Inventory
that has been sold but not yet delivered or as to which such Loan Party has accepted a deposit;


 


(v)            Inventory
that is subject to any licensing or royalty agreement (including those agreements regarding the use or ownership of IP Rights) with any
third party from which the Borrower or any of its Subsidiaries has received notice of a dispute in respect of any such agreement (but
ineligibility shall be limited to the amount of such dispute);


 


(w)            In-Transit
Inventory; and


 


(x)            Except
as otherwise agreed by the Administrative Agent in its Permitted Discretion, Inventory that represents goods that do not conform
in all material respects to the representations and warranties contained in this Agreement or any of the Collateral Documents.


 


Any Inventory owned by a Loan Party which is not
Eligible Inventory shall nevertheless be part of the Collateral unless it is an Excluded Asset.


 


“Entitlement Holder”
has the meaning given to such term in Article 8 of the UCC.


 


“Entitlement Order”
has the meaning given to such term in Article 8 of the UCC.


 






    - 36 -


     


    

 





“Environmental
Claim” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigations (other than internal reports prepared by any Loan Party or any of its Subsidiaries
(a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or
an acquisition or disposition of real estate) or proceedings with respect to any Environmental Liability (hereinafter “Claims”),
including (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial
or other actions or damages pursuant to any Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution,
indemnification, cost recovery, compensation or injunctive relief pursuant to any Environmental Law.


 


“Environmental Laws”
means any and all Laws relating to the protection of the environment or, to the extent relating to exposure to Hazardous Materials, human
health.


 


“Environmental Liability”
means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties
or indemnities) of any Loan Party or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of
any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment
or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.


 


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


 


“Equity Interests”
means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital
stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase,
acquisition or exchange from such Person of any of the foregoing (including through convertible securities).


 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“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 of the Code or Section 4001 of ERISA.


 


“ERISA Event”
means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Loan Party or any of their respective ERISA
Affiliates from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined
in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by any Loan Party or any of their respective ERISA Affiliates from a Multiemployer Plan,
written notification of any Loan Party or any of their respective ERISA Affiliates concerning the imposition of Withdrawal Liability or
written notification that a Multiemployer Plan is insolvent within the meaning of Title IV of ERISA; (d) the filing under Section 4041(c) of
ERISA of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination
under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer
Plan; (e) the imposition of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or Multiemployer
Plan, other than for the payment of plan contributions or PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
any Loan Party or any of their respective ERISA Affiliates; (f) the failure to satisfy the minimum funding standard (within the meaning
of Section 302 of ERISA or Section 412 of the Code) with respect to a Pension Plan, whether or not waived, (g) the application
for a minimum funding waiver under Section 302(c) of ERISA with respect to a Pension Plan; (h) the imposition of a lien
under Section 303(k) of ERISA with respect to any Pension Plan; or (i) a determination that any Pension Plan is in “at
risk” status (within the meaning of Section 303 of ERISA).


 






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“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.


 


“Event of Default”
has the meaning specified in Section 10.1.


 


“Excess Availability”
means, at any time, (a) the Revolving Loan Cap at such time minus (b) the aggregate Revolving Credit Outstandings at
such time.


 





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


 


“Excluded Accounts”
means deposit accounts and securities accounts (i) the balance of which consists exclusively of (x) withheld income taxes and
federal, state or local employment taxes or (y) amounts required to be paid over to an employee benefit plan, (ii) constituting
(and the balance of which consists solely of funds set aside for the purpose of managing) disbursement, tax accounts, payroll accounts,
and trust accounts, (iii) constituting accounts used for disbursements in the ordinary course of business, (iv) which are zero
balance accounts, or (v) which have a daily balance of less than $10,000,000 in the aggregate for all such Excluded Accounts that
fall under this clause (v).


 


“Excluded Assets”
means:


 


(a)            (i) any
fee-owned real property and (ii) any leasehold interest in real property;


 


(b)            any
governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises,
charters or authorizations are prohibited or restricted thereby (except to the extent such prohibition or restriction is ineffective under
the UCC or other applicable Law) other than Proceeds thereof, the assignment of which is expressly deemed effective under the UCC or other
applicable Law notwithstanding such prohibition;


 


(c)            any
asset the granting of a security interest in which is prohibited or restricted by applicable Law (including any requirement to obtain
the consent of any Governmental Authority (unless such consent has been received));


 






    - 38 -


     


    

 


(d)            any
Excluded Equity Interest;


 


(e)            pledges
and security interests in agreements, licenses or leases that are prohibited or restricted by such agreement, licenses or (including any
requirement to obtain the consent of any Governmental Authority or of any other third party (other than Holdings or any Affiliate of Holdings),
unless such consent has been received), to the extent prohibited or restricted thereby (except to the extent such prohibition or restriction
is ineffective under the UCC or other applicable Law) other than Proceeds thereof, the assignment of which is expressly deemed effective
under the UCC or other applicable Law notwithstanding such prohibition;


 


(f)            any
 “intent-to-use” (or similar) trademark application prior to the filing and acceptance of a “Statement of Use”,
 “Amendment to Allege Use” or similar filing with respect thereto, to the extent, if any, that, and solely during the period,
if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use (or similar)
trademark application under applicable Law;


 


(g)            any
asset subject to a purchase money security interest, Capitalized Lease Obligations or similar arrangement, in each case, permitted under
this Agreement and to the extent the grant of a security interest herein would violate or invalidate such purchase money, Capitalized
Lease Obligation or similar arrangement or create a right of termination in favor of any other party thereto (other than Holdings or any
affiliate of Holdings), other than Proceeds and Accounts arising therefrom;


 


(h)            any
asset of a Restricted Subsidiary acquired by Holdings or any Restricted Subsidiary pursuant to a Permitted Acquisition or other similar
Investment which has (at the time of such Permitted Acquisition or similar investment) been financed with Indebtedness permitted to be
incurred pursuant to this Agreement as assumed Indebtedness (and not incurred in contemplation of such Permitted Acquisition or such similar
Investment) and any Restricted Subsidiary thereof that Guarantees such Indebtedness, in each case to the extent, and so long as, such
Indebtedness prohibits such assets from being pledged to secure the Obligations;


 


(i)            any
asset the grant or perfection of a security interest thereon would be reasonably likely to result in material and adverse Tax consequences
as reasonably determined by the Borrower in consultation with the Administrative Agent (including as a result of the operation of Section 956
of the Code or any similar law or regulation);


 


(j)            any
assets located outside the United States;


 


(k)            any
motor vehicles and other assets subject to certificates of title;


 


(l)            commercial
tort claims (as defined in the UCC) in an amount (taking the greater of the aggregate claimed damages thereunder or the reasonably estimated
value thereof, in each case, as determined by the Borrower in good faith) less than $15,000,000;


 





(m)            Excluded
Accounts and any cash and Cash Equivalents included in such Excluded Accounts;


 






    - 39 -


     


    

 


(n)            any
accounts receivable that are sold or disposed of in connection with any factoring or similar arrangement permitted by this Agreement;


 


(o)            any
property or assets that would otherwise constitute Collateral to which the First Lien Term Facility Administrative Agent would have a
Lien with priority higher than the Administrative Agent or the Collateral Agent pursuant to the terms of the Intercreditor Agreement,
to the extent that either (i) the First Lien Term Facility Administrative Agent in respect of any First Lien Term Facility determines
that any such property or assets shall not become part of, or shall be excluded from, the Collateral under the First Lien Term Facility
(other than in connection with termination of the First Lien Term Facility) and the Administrative Agent consents to such property or
assets no longer constituting Collateral, or (ii) any such property or assets do not become part of, or are excluded from, the Collateral
under the First Lien Term Facility due to either (A) the burden or cost of the grant or perfection of a Lien thereon exceeding the
benefit accorded to such First Lien Term Facility Administrative Agent and the lenders under such First Lien Term Facility or (B) adverse
tax consequences; and


 


(p)            any
asset to the extent that the burden or cost of the grant or perfection of a security interest thereon would be excessive in light of the
practical benefit afforded to the Lenders thereby (as reasonably determined by the Borrower in consultation with the Administrative Agent);


 


provided
that Excluded Assets shall not include any Proceeds of Excluded Assets unless such Proceeds otherwise constitute Excluded Assets.


 


“Excluded Equity Interests”
means:


 


(a)            other
than with respect to the Equity Interest of any Loan Party, more than 65% of the issued and outstanding Equity Interests entitled to vote
of each Subsidiary that is (i) not a Loan Party and (ii)(A) a FSHCO or (B) a Foreign Subsidiary of a Domestic Subsidiary;


 


(b)            any
Equity Interest of any Person that (i) is not a Wholly-Owned Subsidiary, (ii) is an Unrestricted Subsidiary, or (iii) is
an Excluded Subsidiary;


 


(c)            any
Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Law,
including any requirement to obtain the consent of any Governmental Authority (other than to the extent that any such prohibition would
be rendered ineffective pursuant to the UCC or any other applicable Law); provided that such Equity Interest shall cease to be
an Excluded Equity Interest pursuant to this clause (c) at such time as such prohibition ceases to be in effect;


 


(d)            any
Equity Interest the grant or perfection of a security interest in which would be reasonably likely to result in material and adverse Tax
consequences as reasonably determined by the Borrower in consultation with the Administrative Agent (including as a result of the operation
of Section 956 of the Code or any similar law or regulation);


 


(e)            any
Margin Stock;


 






    - 40 -


     


    

 


(f)            any
Subsidiary that is prohibited from having its stock pledged by any Contractual Obligation that exists on the Closing Date or at the same
time such Subsidiary becomes a Subsidiary of any Loan Party and not entered into in contemplation of such Subsidiary becoming a Subsidiary
of such Loan Party for so long as such prohibition remains in effect; and


 


(g)            any
Equity Interests to the extent that the burden or cost of the grant or perfection of a security interest thereon would be excessive in
light of the practical benefit afforded to the Lenders thereby (as reasonably determined by the Borrower in consultation with the Administrative
Agent).


 


provided
that, for the avoidance of doubt, the Equity Interests of Holdings and any successor thereto, shall constitute Excluded Equity Interests.


 


“Excluded Subsidiary”
means:


 


(a)            any
Subsidiary that is not a Wholly-Owned Subsidiary that is a Restricted Subsidiary of Holdings;


 


(b)            a
Captive Insurance Subsidiary;


 


(c)            (i) any
Foreign Subsidiary of the Borrower or of any direct or indirect Domestic Subsidiary or Foreign Subsidiary or (ii) any Domestic
Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary;


 


(d)            any
FSHCO;


 


(e)            any
Subsidiary that is not a Material Subsidiary;


 


(f)            any
Subsidiary that is prohibited or restricted from providing a Guaranty by (i) applicable Law or (ii) any Contractual Obligation
that, in the case of this clause (ii), exists on the Closing Date or at the time such Subsidiary becomes a Subsidiary and was not
incurred in contemplation of such Subsidiary’s acquisition;


 


(g)            any
Subsidiary for which the provision of a Guaranty would require a governmental (including regulatory) or third party consent (other than
from any Loan Party or any Affiliate thereof), approval, license or authorization that is required on the Closing Date or at the time
of the acquisition of such Subsidiary (unless such consent, approval, license or authorization has been received);


 


(h)            any
Subsidiary where the provision of a Guaranty would result in material and adverse Tax consequences to Holdings, the Borrower and/or any
of its direct or indirect Restricted Subsidiaries (as reasonably determined in good faith by the Borrower in consultation with the Administrative
Agent);


 


(i)            any
Subsidiary that is special purpose securitization vehicle (or similar entity);


 


(j)            any
Subsidiary that is a not-for-profit organization;


 






    - 41 -


     


    

 


(k)            [reserved];


 


(l)            any
Subsidiary acquired by Holdings or any Restricted Subsidiary pursuant to a Permitted Acquisition or other similar Investment which has
(at the time of such Permitted Acquisition or similar Investment) been financed with Indebtedness permitted to be incurred pursuant to
this Agreement as assumed indebtedness (and not incurred in contemplation of such Permitted Acquisition or similar Investment) and any
Restricted Subsidiary thereof that Guarantees such Indebtedness, in each case to the extent, and so long as, such Indebtedness prohibits
such Subsidiary from becoming a Subsidiary Guarantor;


 


(m)            any
Unrestricted Subsidiary;


 


(n)            solely
in the case of any obligation under any Secured Hedge Agreement that constitutes a “swap” within the meaning of section 1(a)(47)
of the Commodity Exchange Act, any Subsidiary of Holdings that is not an “Eligible Contract Participant” as defined under
the Commodity Exchange Act; or


 


(o)            any
Subsidiary to the extent that the burden or cost (including any adverse tax consequences (as reasonably determined in good faith by the
Borrower in consultation with the Administrative Agent)) of providing a Guaranty would be excessive in light of the practical benefit
afforded to the Lenders thereby (as reasonably determined by the Borrower in consultation with the Administrative Agent);


 


provided
that, notwithstanding the foregoing or any other provision of any Loan Document to the contrary no Loan Party shall subsequently be deemed
to be an Excluded Subsidiary, unless the Borrower shall have first complied with the provisions of Section 7.4(b),
to the extent applicable.


 


“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
under the Guaranty of, or the grant under a Loan Document 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 the application or official interpretation 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 (determined after giving effect to Section 12.27 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 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
Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such
guaranty or security interest becomes illegal.


 






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“Excluded
Taxes” means, with respect to any Agent, any Lender, any Issuer or any other recipient of any payment to be made by or on
account of any obligation of any Loan Party hereunder or under any other Loan Document, (a) any tax on such recipient’s
net income (however denominated), gains or profits (or franchise tax or minimum tax imposed in lieu of such tax on net income or
profits) and capital taxes imposed by a jurisdiction as a result of such recipient being organized or having its principal office or
applicable Lending Office located in such jurisdiction or any political subdivision thereof (including, for the avoidance of doubt,
any backup withholding in respect of such a tax under section 3406 of the Code) or as a result of any other present or former
connection between such recipient and the jurisdiction (including as a result of such recipient carrying on a trade or business,
having a permanent establishment or being a resident for tax purposes in such jurisdiction), other than a connection arising solely
from such recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments
under, received or perfected a security interest under, engaged in any other transaction specifically contemplated by, or enforced,
any Loan Documents, (b) any branch profits tax under Section 884(a) of the Code, or any similar tax, imposed by any
jurisdiction described in clause (a), (c) with respect to any Foreign Lender (other than any Foreign Lender becoming a
party hereto pursuant to the Borrower’s request under Section 3.8), any U.S. federal withholding tax that is
imposed on amounts payable to such Foreign Lender pursuant to a Law in effect at the time such Foreign Lender becomes a party hereto
(or where the Foreign Lender is a partnership for U.S. federal income tax purposes, pursuant to a Law in effect on the later of the
date on which such Foreign Lender becomes a party hereto or the date on which the affected partner becomes a partner of such Foreign
Lender) or designates a new Lending Office or experiences a change in circumstances (other than a Change in Law), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new
Lending Office (or assignment or change in circumstances), to receive additional amounts from a Loan Party with respect to such
withholding tax pursuant to Section 3.1, (d) any withholding tax attributable to such recipient’s failure to
comply with Section 3.1(c), (c) any U.S. federal withholding tax imposed as a result of such recipient’s
failure to establish a complete exemption under FATCA, (f) [reserved], and (g) any interest, additions to taxes and
penalties with respect to any taxes described in clauses (a) through (f) of this definition.


 


“Existing Credit Agreement”
means that certain Amended and Restated Credit Agreement, dated as of February 3, 2017, by and among Holdings, the Borrower, the
lenders and other parties party thereto and Wells Fargo Bank, N.A., as administrative agent, as amended, supplemented or otherwise modified
prior to the Closing Date.


 


“Existing Credit Agreement
Refinancing” means the refinancing and repayment of the Indebtedness outstanding under the Existing Credit Agreement, the termination
of all commitments under the Existing Credit Agreement and termination and release of guarantees in connection therewith.


 


“Existing Letter of
Credit” means any letter of credit previously issued for the account of any Loan Party that is outstanding on the Closing Date
and listed on Schedule 1.1A.


 


“Existing Revolver
Tranche” has the meaning specified in Section 2.17(a).


 


“Expected Cost Savings”
means pro forma “run rate” expected cost synergies, cost savings, operating expense reductions and operational improvements.


 


“Extended Revolving
Credit Commitments” has the meaning specified in Section 2.17(a).


 


“Extending Revolving
Credit Lender” has the meaning specified in Section 2.17(b).


 


“Facility”
means the Revolving Credit Facility.


 






    - 43 -


     


    

 


“FATCA” means
Sections 1471 through 1474 of the Code as in effect on the Closing Date (including, for the avoidance of doubt, any agreements between
governmental authorities implementing such provisions, any law implementing such agreements and any agreements entered into pursuant to
Section 1471(b)(1) of the Code) and any amended or successor provisions that are substantively comparable and not materially
more onerous to comply with (and, in each case, any regulations promulgated thereunder or official interpretations thereof).


 


“FATCA Deduction”
means a deduction or withholding from a payment under a Loan Document required by FATCA.


 


“FATCA Exempt Party”
means a party to this Agreement that is entitled to receive payments free from any FATCA Deduction.


 


“Federal Funds
Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s
federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall
set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of
New York as the federal funds effective rate; provided, that if the Federal Funds Rate as so determined would be less than
zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Federal Reserve Board”
means the Board of Governors of the United States Federal Reserve System, or any successor thereto.


 


“Fee Letter”
means the Fee Letter, dated as of July 1, 2022, by and among the Borrower and Bank of America.


 


“Field Examination”
has the meaning specified in Section 7.5(b).


 


“Financial Asset”
has the meaning given to such term in Article 8 of the UCC.


 


“Financial Officer”
means, with respect to any Loan Party, the chief financial officer, treasurer, senior vice president (finance), assistant treasurer, manager
of treasury activities, controller or other similar officer or Person performing similar functions of such Loan Party. Any document delivered
hereunder that is signed by a Financial 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 Financial Officer shall be conclusively presumed to
have acted on behalf of such Loan Party.


 


“First Lien Term Facility”
means the credit facilities under the First Lien Term Facility Credit Agreement.


 


“First Lien Term Facility
Administrative Agent” means Nomura Corporate Funding Americas, LLC, in its capacity as administrative agent and collateral agent
under the First Lien Term Facility Credit Agreement, or any successor administrative agent and collateral agent under the First Lien Term
Facility Credit Agreement.


 






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“First Lien Term Facility
Credit Agreement” means that certain credit agreement dated as of February 3, 2017 evidencing a senior secured first lien
term facility, among the Borrower, Holdings, the lenders party thereto and Nomura Corporate Funding Americas, LLC, as administrative agent
and collateral agent, as amended by the First Lien Term Facility Amendment and as the same may be further amended, restated, modified,
supplemented, extended, renewed, refunded, replaced or refinanced from time to time in one or more agreements (in each case with the same
or new lenders, institutional investors or agents), including any agreement extending the maturity thereof or otherwise restructuring
all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof,
in each case as and to the extent permitted by this Agreement and the Intercreditor Agreement.


  


“First Lien Term Facility
Documentation” means the First Lien Term Facility Credit Agreement and all security agreements, guarantees, pledge agreements
and other agreements or instruments executed in connection therewith, in each case, as amended, restated, modified, supplemented, replaced
or otherwise modified to the extent permitted by this Agreement and the Intercreditor Agreement.


 


“Fiscal Month”
means any fiscal month of any Fiscal Year, which month shall generally consist of either four (4) or five (5) weeks in accordance
with the fiscal accounting calendar of Holdings and its Subsidiaries.


 


“Fiscal Quarter”
means any fiscal quarter of any Fiscal Year, which quarters shall generally consist of thirteen (13) weeks or fourteen (14) weeks in accordance
with the fiscal accounting calendar of Holdings and its Subsidiaries.


 


“Fiscal Year”
means any period of twelve (12) consecutive months ending on the Saturday closest to January 31 of each calendar year.


 


“Foreign Lender”
means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“Foreign Plan”
means any material employee benefit plan, program or agreement maintained or contributed to by, or entered into with, Holdings or any
Subsidiary of Holdings with respect to employees employed outside the United States other than any Defined Benefit Scheme.


 


“Foreign Subsidiary”
means any direct or indirect Subsidiary that is not a Domestic Subsidiary.


 


“Fronting Exposure”
means, at any time there is a Defaulting Lender that is a Revolving Credit Lender, (a) with respect to an Issuer, such Defaulting
Lender’s Revolving Commitment Percentage of the outstanding Letter of Credit Obligations to the extent that such Defaulting Lender’s
Revolving Commitment Percentage of such outstanding Letter of Credit Obligations has not been reallocated pursuant to Section 2.16(a)(iv) or
Cash Collateralized pursuant to Section 2.16(c), and (b) with respect to the Swing Loan Lender, such Defaulting Lender’s
Revolving Commitment Percentage of Swing Loans to the extent that such Defaulting Lender’s Revolving Commitment Percentage of Swing
Loans has not been reallocated pursuant to Section 2.16(a)(iv) or Cash Collateralized pursuant to Section 2.16(c).


 






    - 45 - 


     


    

 


“FSHCO” means
any Domestic Subsidiary that (a) has no material assets other than Equity Interests (or Equity Interests and Indebtedness) of one
or more Foreign Subsidiaries, or (b) has no material assets other than Equity Interests (or Equity Interests and Indebtedness) of
one or more other FSHCOs.


 


“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 activities.


 


“GAAP” means
generally accepted accounting principles in the United States, as in effect from time to time; provided, however, that (a) accounting
for leases shall be determined as set forth in the definition of “Capitalized Leases”, and (b) if the Borrower notifies
the Administrative Agent that the Loan Parties request an amendment to any provision hereof to eliminate the effect of any change occurring
after the Closing Date in GAAP or in the application thereof (including through the adoption of IFRS) on the operation of such provision
(or if the Administrative Agent notifies the Borrower that the Requisite Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof (including
through the adoption of IFRS), then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.


 


“Gas Station Disposal
Reserve” a reserve as may be established from time to time by the Administrative Agent, in its Permitted Discretion, with respect
to costs that will need to be paid to close down gas stations of the Borrower and the Subsidiary Guarantors in compliance with applicable
Environmental Laws, to the extent that such costs are reasonably expected to be incurred as a result of the closure of any such gas stations
in connection with a Liquidation.


 


“General Asset Sale
Basket” has the meaning assigned to such term in Section 9.5(i).


 


“General Restricted
Debt Payment Basket” has the meaning assigned to such term in Section 9.11(ii).


 


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


 


“Granting Lender”
has the meaning specified in Section 12.2(g).


 






    - 46 - 


     


    

 


“Guarantee”
means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to
purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or 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) any Lien on any assets of such Person securing any Indebtedness
or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee”
shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable
indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted
under this Agreement (other than such obligations with respect to Indebtedness for borrowed money). 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.


   


“Guaranty”
means, collectively, (a) that certain Guaranty, dated as of the Closing Date, among the Loan Parties, the Administrative Agent and
the Collateral Agent on behalf of the Secured Parties and (b) each other guaranty and guaranty supplement delivered pursuant to Section 8.11.


 


“Hazardous Materials”
means all explosive or radioactive substances or wastes, all hazardous or toxic substances, wastes, contaminants or pollutants, including
petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, and radon gas, regulated pursuant
to any Environmental Law.


 


“Hedge Bank”
means, as of any date of determination, (a) any Person that is a Lender or an Affiliate or branch of a Lender on such date or (b) any
Person who (i) was a Lender or an Affiliate or branch of a Lender at the time the applicable Swap Contract was entered into and who
is no longer a Lender or an Affiliate or branch of a Lender, (ii) is, and at all times remains, in compliance with the provisions
of Section 11.12, and (iii) agrees in writing that the Agents and the other Secured Parties shall have no duty to such
Person (other than the payment of any amounts to which such Person may be entitled under Section 10.3 and acknowledges that
the Agents and the other Secured Parties may deal with the Loan Parties and the Collateral as they deem appropriate (including the release
of any Loan Party or all or any portion of the Collateral) without notice or consent from such Person, whether or not such action impairs
the ability of such Person to be repaid the Secured Obligations under the Secured Hedge Agreements) and agrees to be bound by Sections 11.12,
in each case such Person being a party to a Secured Hedge Agreement.


 


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


 






    - 47 - 


     


    

 


“Incremental Availability”
means, at any time of determination, an amount equal to the greater of (a) $350,000,000 minus the aggregate amount of the
sum of (i) all Revolving Commitment Increases made or established prior to such time pursuant to Section 2.15 or 2.16,
as applicable, in reliance on this clause (a), and (b) the amount by which the Revolving Borrowing Base at such time exceeds
the Aggregate Revolving Loan Commitments at such time.


  


“Incremental Revolving
Amendment” has the meaning specified in Section 2.15(a).


 


“Incremental Revolving
Availability” has the meaning specified in Section 2.15(a).


 


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


 


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


 


(d)            all
obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable and
accrued expenses payable in the ordinary course of business, (ii) any earn-out obligation until such obligation is not paid after
becoming due and payable and (iii) accruals for payroll and other liabilities accrued in the ordinary course 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, provided that if
such Indebtedness has not been assumed by such Person, the amount of Indebtedness under this clause (e) shall be deemed
to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value (as determined
by such Person in good faith) of the property encumbered thereby;


 


(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.


 






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For all purposes hereof, (x) 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, except to the extent such Person’s
liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of
Consolidated Total Debt, (y) 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, and (z) loans and advances made by Loan Parties to Restricted Subsidiaries that are not
Loan Parties which have a term not exceeding 364 days (inclusive of any roll over or extensions of terms) and which are made in the ordinary
course of business shall not be deemed “Indebtedness” hereunder solely to the extent that such intercompany loans and advances
are evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and pledged as Collateral.


  


“Indemnified Liabilities”
has the meaning specified in Section 12.4.


 


“Indemnitees”
has the meaning specified in Section 12.4.


 


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


 


“Information”
has the meaning specified in Section 12.17.


 


“Information Certificate”
means that certain Information Certificate, dated as of the Closing Date, executed by- each of the Loan Parties, substantially
in the form of Exhibit N.


 


“Intellectual Property”
means all present and future: trade secrets, know-how and other proprietary information; trademarks, Internet domain names, service
marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations
of the foregoing), indicia and other source and/or business identifiers, all of the goodwill related thereto, and all registrations and
applications for registrations thereof; works of authorship and other copyrighted works (including copyrights for computer programs),
and all registrations and applications for registrations thereof; inventions (whether or not patentable) and all improvements thereto;
patents and patent applications, together with all continuances, continuations, divisions, revisions, extensions, reissuances, and reexaminations
thereof; industrial design applications and registered industrial designs; books, records, writings, computer tapes or disks, flow diagrams,
specification sheets, computer software, source codes, object codes, executable code, data, databases and other physical manifestations,
embodiments or incorporations of any of the foregoing; all other intellectual property; all rights to sue and recover at law or in equity
for any past, present or future infringement, dilution or misappropriation, or other violation thereof; and all common law and other rights
throughout the world in and to all of the foregoing.


 


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


 


“Intercompany Subordination
Agreement” means an agreement executed by Holdings and each of its relevant Restricted Subsidiaries, in substantially the form
of Exhibit J.


 






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“Intercreditor Agreement”
means the intercreditor agreement, dated as of the Closing Date, among Holdings, the Borrower, the Administrative Agent, and the First
Lien Term Facility Administrative Agent, substantially in the form attached as Exhibit I, as amended, restated, supplemented,
replaced or otherwise modified from time to time in accordance with the terms thereof.


  


“Interest Coverage
Ratio” means, for any Test Period, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Charges, in each
case for such Test Period.


 


“Interest Election
Request” means a notice of (a) a conversion of Loans from one Type to the other, or (b) a continuation of SOFR Rate
Loans, in each case, pursuant to Section 2.11, which shall be substantially in the form of Exhibit F or such other
form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as
shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Interest Period”
means, as to each SOFR Rate Loan, the period commencing on the date such SOFR Rate Loan is disbursed or converted to or continued as a
SOFR Rate Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Notice of Borrowing or Interest
Election Request, as applicable, or such other period that is twelve months or less requested by the Borrower and consented to be all
Lenders and the Administrative Agent (in the case of each requested Interest Period, subject to availability); provided, that:


 


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


 


(b)            any
Interest Period pertaining to a SOFR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is
no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar
month at the end of such Interest Period; and


 


(c)            no
Interest Period shall extend beyond the Latest Maturity Date.


 


“In-Transit Inventory”
means Inventory of a Loan Party which is in the possession of a customs broker, freight forwarder, consolidator or carrier and is in transit
from a location outside of the continental United States to a location of a Loan Party that is within the continental United States.


 


“Inventory”
means “Inventory” as defined in Article 9 of the UCC.


 


“Inventory Appraisal”
has the meaning specified in Section 7.5(a).


 


“Inventory Reserves”
means, without duplication of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria, (a) such
reserves as may be established from time to time by the Administrative Agent, in its Permitted Discretion, with respect to changes in
the determination of the saleability, at retail, of the Eligible Inventory or Eligible In-Transit Inventory, as applicable or which reflect
such other factors as negatively affect the market value of the Eligible Inventory or Eligible In-Transit Inventory, as applicable, and
(b) Shrink Reserves.


 






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“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 (including without limitation by merger, amalgamation or otherwise) of Equity Interests or debt or other securities
of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other
acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest
in such other Person (excluding, in the case of Holdings and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness
having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business)
or (c) the purchase or other acquisition (in one transaction or a series of transactions, including without limitation by merger,
amalgamation or otherwise) of all or substantially all of the property and assets or business of another Person or assets constituting
a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment at any
time shall be the amount actually invested (measured at the time made (which, in the case of any Investment constituting the contribution
of an asset or property (other than cash or Cash Equivalents), shall be based on the Borrower’s good faith estimate of the fair
market value of such asset or property at the time such Investment is made)), without adjustment for subsequent changes in the value of
such Investment, net of any return representing a return of capital with respect to such Investment.


 


“Investment Grade Rating”
means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent
rating by any other nationally recognized statistical rating agency selected by Holdings.


 


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


 


“IRS” means
the Internal Revenue Service of the United States.


 


“ISP” means,
with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International
Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).


 


“Issue”
means, with respect to any Letter of Credit, to issue, extend the expiry of, amend, renew or increase the maximum face amount (including
by deleting or reducing any scheduled decrease in such maximum face amount) of, such Letter of Credit. The terms “Issued”,
 “Issuing” and “Issuance” shall have a corresponding meaning.


 






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“Issuer”
means each of Bank of America, Wells Fargo Bank, National Association, U.S. Bank National Association and each Revolving Credit Lender
that (a) is listed on the signature pages hereof as an “Issuer” or (b) hereafter becomes an Issuer with the
approval of the Administrative Agent and the Borrower by agreeing pursuant to an agreement with and in form and substance satisfactory
to the Administrative Agent and the Borrower to be bound by the terms hereof applicable to Issuers (and in the case of any resignation,
subject to and in accordance with Section 12.2(h)). Any Issuer may, in its discretion, arrange for one or more Letters of
Credit to be issued by Affiliates or branches of such Issuer, in which case the term “Issuer” shall include any such Affiliate
or branch with respect to Letters of Credit issued by such Affiliate or branch (it being agreed that such Issuer shall, or shall cause
such Affiliate or branch to comply with the requirements of Section 2.4 with respect to such Letters of Credit). At any time
there is more than one Issuer, any singular references to Issuer shall mean any Issuer, each Issuer, the Issuer that has issued the applicable
Letter of Credit, or all Issuers, as the context may require.


  


“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 an Issuer and the Loan Parties (or any of their Subsidiaries) or in favor of such Issuer and relating to such Letter of Credit.


 


“Issuer Sublimit”
means, as of the Closing Date, (i) $112,500,000, in the case of Bank of America, (ii) $93,750,000, in the case of Wells Fargo
Bank, National Association, (iii) $93,750,000, in the case of U.S. Bank National Association, and (iv) such amount as shall
be designated to the Administrative Agent and the Borrower in writing by any other Issuer; provided that any Issuer shall be permitted
at any time to increase (to an amount not exceeding the Letter of Credit Sublimit) upon providing three (3) Business Days’
prior written notice thereof to the Administrative Agent and the Borrower.


 


“Joinder Agreement”
shall mean a joinder agreement, substantially in the form of Exhibit E.


 


“Joint Venture”
means (a) any Person which would constitute an “equity method investee” of any Loan Party or any Restricted Subsidiary
and (b) any Person in whom any Loan Party or any Restricted Subsidiary beneficially owns any Equity Interest that is not a Restricted
Subsidiary (other than an Unrestricted Subsidiary).


 


“Joint Venture Investments”
means Investments in any Joint Venture or Unrestricted Subsidiary in an aggregate amount not to exceed the greater of (a) $135,000,000
and (b) 15% of Consolidated EBITDA as of the most recently ended Test Period, determined on a Pro Forma Basis.


 


“Junior Financing”
means any third party Indebtedness for borrowed money that is subordinated in right of payment to the Obligations expressly by its terms
(other than Indebtedness among Holdings, the Borrower and its Restricted Subsidiaries).


 


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


 


“Landlord Lien Jurisdiction”
means any state or jurisdiction in which, at any time, a landlord’s claim for rent has priority (notwithstanding any contractual
provision to the contrary) by operation of applicable Law over the Lien of the Collateral Agent on any of the Collateral.


 


“Latest Maturity Date”
means, at any date of determination, the latest Scheduled Termination Date applicable to any Class of Loans or Commitments hereunder
at such time, including the latest termination date of any Extended Revolving Credit Commitment as further extended in accordance with
this Agreement from time to time.


 






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


  


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


 


“LCT Election”
has the meaning specified in Section 1.9(a).


 


“LCT Test Date”
mean, with respect to any Limited Condition Transaction,


 


(a)            that
is an acquisition or other similar Investment, the date the definitive agreement for such acquisition or other similar Investment is entered
into,


 


(b)            that
is a Restricted Payment, the date of the declaration of such Restricted Payment, or


 


(c)            that
is a payment to be made pursuant to Section 9.11, the date of delivery of irrevocable (which may be conditional) notice with
respect to such payment.


 


“Leases”
means, with respect to any Person, all of those leasehold estates in real property of such Person, as lessee, as such may be amended,
supplemented or otherwise modified from time to time.


 


“Lender”
means the Swing Loan Lender and each Revolving Credit Lender. The term “Lender” shall include any Designated Lender who has
funded any Credit Extension.


 


“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 Borrower and the Administrative Agent which office may include
any Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. Unless the context otherwise requires
each reference to a Lender shall include its applicable Lending Office.


 


“Letter of Credit”
means any Banker’s Acceptance or any letter of credit Issued (or deemed Issued) pursuant to Section 2.4 and any Existing
Letter of Credit. A Letter of Credit may be a Documentary Letter of Credit or a Standby Letter of Credit.


 


“Letter of Credit Application”
means an application and agreement for the Issuance of a Letter of Credit in the form from time to time in use by the applicable Issuer.


 


“Letter of Credit Borrowing”
means an extension of credit resulting from a drawing under any Letter of Credit that has not been reimbursed on the applicable Reimbursement
Date or refinanced as a Revolving Loan. All Letter of Credit Borrowings shall be denominated in Dollars.


 






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“Letter of Credit Expiration
Date” means, as to any applicable Issuer, the date that is the earlier to occur of (a) five (5) Business Days prior
to the Scheduled Termination Date for the applicable Class of Revolving Credit Commitments maintained by such Issuer (in its capacity
as a Revolving Credit Lender hereunder) (or, if such day is not a Business Day, the next preceding Business Day) and (b) the Revolving
Credit Termination Date.


  


“Letter of Credit Fee”
has the meaning specified in Section 2.12(b)(ii).


 


“Letter of Credit Obligations”
means, at any time, the aggregate of all liabilities at such time of any Loan Party to all Issuers with respect to Letters of Credit,
whether or not any such liability is contingent, including, without duplication, the sum of (a) the Reimbursement Obligations at
such time and (b) the Letter of Credit Undrawn Amounts at such time.


 


“Letter of Credit Sublimit”
means $300,000,000, as such amount may be increased or reduced in accordance with the provisions of this Agreement. The Letter of Credit
Sublimit is part of, and not in addition to, the Revolving Credit Commitments.


 


“Letter of Credit Undrawn
Amounts” means, at any time, the aggregate undrawn Stated Amount of all Letters of Credit outstanding at such time.


 


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


 


“Lien Acknowledgment
Agreement” means each Collateral Access Agreement and Customs Broker/Carrier Agreement.


 


“Limited Condition
Transaction” means (a) any Restricted Payment, acquisition or other Investment (including any Permitted Acquisition) permitted
hereunder by Holdings or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or
on obtaining, third party financing and (b) any repayment, repurchase or refinancing of Indebtedness with respect to which a notice
of repayment (or similar notice) has been delivered, which may be conditional, and in each case of clause (a) or (b),
which is designated as a Limited Condition Transaction by the Borrower in writing to the Administrative Agent on or before the LCT Test
Date applicable thereto.


 


“Liquidation”
means the exercise by the Collateral Agent or the Administrative Agent of those rights and remedies accorded to the Collateral Agent or
the Administrative Agent under the Loan Documents and applicable Law as a creditor of the Loan Parties with respect to the realization
on the Collateral, including (after the occurrence and continuation of an Event of Default) the conduct by the Loan Parties acting with
the consent of the Collateral Agent or the Administrative Agent, of any public, private or “going out of business” sale or
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.


 






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“Loan” means
any loan made by any Lender pursuant to this Agreement, including, without limitation, Swing Loans, and Revolving Loans.


  


“Loan Documents”
means, collectively, this Agreement, the Revolving Credit Notes, any Incremental Revolving Amendment, any Revolving Extension Amendment,
the Guaranty, the Fee Letter, the Collateral Documents and the Issuer Documents.


 


“Loan Parties”
means, collectively, (a) Holdings, (b) the Borrower and (c) each Subsidiary Guarantor.


 


“Margin Stock”
has the meaning set forth in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.


 


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


 


“Material Adverse Effect”
means any event, circumstance or condition that has had a materially adverse effect on (a) the business, operations, assets, liabilities
(actual or contingent) or financial condition of Holdings and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties
(taken as a whole) to perform their respective material payment obligations under any Loan Document to which any of the Loan Parties is
a party or (c) the rights and remedies of the Lenders, the Collateral Agent or the Administrative Agent (taken as a whole) under
any Loan Document (other than due to, solely, any act or omission by any Secured Party or any of its Related Parties).


 


“Material Deposit Accounts”
has the meaning specified in Section 8.12(a).


 


“Material Indebtedness”
means Indebtedness for borrowed money having an individual outstanding principal amount in excess of the greater of (a) $135,000,000
and (b) 15.0% of Consolidated EBITDA as of the most recently ended Test Period, determined on a Pro Forma Basis (including the amounts
owing to all creditors under any combined or syndicated credit arrangement).


 


“Material
Intellectual Property” means any intellectual property owned by a Loan Party that is material to the business of the Borrower
and the other Loan Parties, taken as a whole, used or useful in connection with the Current Asset Collateral owned by a Loan Party,
after giving effect to any designation, sale or disposition.


 


“Material Junior Financing”
means, at any time of determination, Junior Financing with an individual principal amount equal to the greater of (a) $135,000,000
(including all amounts owing to creditors under any combined or syndicated credit arrangement) and (b) 15.0% of Consolidated EBITDA
as of the most recently ended Test Period, determined on a Pro Forma Basis.


 


“Material Subsidiary”
means, at any date of determination, each Restricted Subsidiary of Holdings (a) whose total assets at the last day of the most recent
Test Period were equal to or greater than 2.5% of Total Assets at such date or (b) whose gross revenues for such Test Period were
equal to or greater than 2.5% of the Consolidated gross revenues of Holdings and its Restricted Subsidiaries for such period, in each
case determined in accordance with GAAP; provided that if, at any time and from time to time after the Closing Date, Restricted
Subsidiaries that are not Loan Parties solely because they do not meet the thresholds set forth in clauses (a) or (b) comprise
in the aggregate more than 5.0% of Total Assets as of the end of the most recently ended Fiscal Quarter of Holdings or more than 5.0%
of the consolidated gross revenues of Holdings and its Restricted Subsidiaries for the most recently ended Test Period, then the Borrower
shall (i) deem one or more of such Restricted Subsidiaries as “Material Subsidiaries” to the extent required such that
the foregoing condition ceases to be true and (ii) by the date specified in Section 8.11, comply with (or cause to be
complied with) the provisions of Sections 8.11, 8.12 and 8.13 applicable to any such Restricted Subsidiary.


 






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“Maximum Rate”
has the meaning specified in Section 12.23.


 


“Monthly Borrowing
Base Reporting Period” means each period beginning on the date that Excess Availability shall have been less than the greater
of (x) 45.0% of the Revolving Loan Cap and (y) $540,000,000, in either case, for five (5) consecutive Business Days, and
ending on the date Excess Availability shall have been equal to or greater than the greater of (x) 45.0% of the Revolving Loan Cap
and (y) $540,000,000, in each case, for twenty-five (25) consecutive calendar days. The termination of a Monthly Borrowing Base Reporting
Period as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Monthly Borrowing Base Reporting Period
in the event that the conditions set forth in this definition again arise.


 


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


 


“Multiemployer Plan”
means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which any Loan Party
or any of their respective ERISA Affiliates makes or is obligated to make contributions, or during the preceding five plan years has made
or been obligated to make contributions.


 


“Net Cash Proceeds”
means:


 


(a)            with
respect to the Disposition of any asset by Holdings or any of its Restricted Subsidiaries, the excess, if any, of (i) the sum of
cash and Cash Equivalents received in connection with such Disposition (including any cash and Cash Equivalents received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the
sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the
asset subject to such Disposition and that is required to be repaid in connection with such Disposition (other than Indebtedness under
the Loan Documents, the First Lien Term Facility Documentation or any Permitted Refinancing of the Indebtedness under the First Lien Term
Facility Documentation), (B) the out-of-pocket fees and expenses (including attorneys’ fees, investment banking fees, survey
costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary
expenses and brokerage, consultant and other customary fees) actually incurred by Holdings or such Restricted Subsidiary in connection
with such Disposition, (C) in the case of any Disposition by a non-wholly-owned Restricted Subsidiary, the pro rata portion of the
Net Cash Proceeds thereof (calculated without regard to this clause (C)) attributable to minority interests and not available
for distribution to or for the account of Holdings or a wholly-owned Restricted Subsidiary as a result thereof, (D) taxes paid or
reasonably estimated to be payable in connection therewith (including taxes imposed on the distribution or repatriation of any such Net
Cash Proceeds), provided that to the extent that the actual taxes are less than such estimate, the excess shall constitute Net
Cash Proceeds, and (E) any funded reserve for adjustment in respect of (x) the sale price of such asset or assets established
in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by Holdings or any Restricted Subsidiary
after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related
to environmental matters or against any indemnification obligations associated with such transaction, it being understood that “Net
Cash Proceeds” shall include the amount of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding
amount) of any reserve described in this clause (E); provided that, so long as no Cash Dominion Period has occurred and
is continuing hereunder, no net cash proceeds calculated in accordance with the foregoing realized in any Fiscal Year shall constitute
Net Cash Proceeds under this clause (a) in such Fiscal Year until the aggregate amount of all such net cash proceeds in such
Fiscal Year shall exceed $15,000,000, determined on a Pro Forma Basis (and thereafter only net cash proceeds in excess of such amount
shall constitute Net Cash Proceeds under this clause (a)); and


 



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(b)            (i) with
respect to the incurrence or issuance of any Indebtedness by Holdings or any Restricted Subsidiary or any Permitted Equity Issuance by
Holdings or any Restricted Subsidiary, the excess, if any, of (A) the sum of the cash and Cash Equivalents received in connection
with such incurrence or issuance over (B) the investment banking fees, underwriting discounts, commissions, costs and other
out-of-pocket expenses and other customary expenses, incurred by Holdings or such Restricted Subsidiary in connection with such incurrence
or issuance and (ii) with respect to any Permitted Equity Issuance, the amount of cash from such Permitted Equity Issuance contributed
to the capital of the Loan Parties.


 


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


 


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


 


“Net Recovery Percentage”
means the fraction, expressed as a percentage, (a) the numerator of which is the amount equal to the recovery on the aggregate amount
of the Inventory at such time on a “going out of business sale” basis as set forth in the most recent Inventory Appraisal
received by the Administrative Agent in accordance with Section 7.5, net of operating expenses, liquidation expenses and commissions,
and (b) the denominator of which is the applicable original cost of the aggregate amount of the Inventory subject to such Inventory
Appraisal. The Net Recovery Percentage for any category of Inventory used in determining the Revolving Borrowing Base shall be based on
the applicable percentage in the most recent Inventory Appraisal conducted as set forth in Section 7.5.


 


“New Revolving Commitment
Lenders” has the meaning specified in Section 2.17(c).


 


“Non-Consenting Lender”
has the meaning specified in Section 3.8.


 





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“Non-Excluded Taxes”
means all Taxes other than Excluded Taxes and Other Taxes.


   


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


 


“Non-Operating Subsidiary”
means, at any date of determination, each Restricted Subsidiary of Holdings that is not a Material Subsidiary.


 


“Notice of Borrowing”
means a notice of Borrowing pursuant to Section 2.2, which shall be substantially in the form of Exhibit C or
such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.


 


“Notice of Intent to
Cure” has the meaning specified in Section 7.2(a).


 


“Obligations”
means all (a) 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 or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest, fees and expenses 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,
regardless of whether such interest, fees and expenses are allowed claims in such proceeding, (b) obligations of any Loan Party or
any Restricted Subsidiary arising under any Secured Hedge Agreement, and (c) Cash Management Obligations. Without limiting the generality
of the foregoing, the Obligations of the Loan Parties under the Loan Documents (and any of their Subsidiaries to the extent they have
obligations under the Loan Documents) include the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit,
reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any
Loan Document; provided that Obligations of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan
Party.


 


“Obligations Payment
Date” means the date on which (a) the Obligations have been paid in full in cash and in the required currency (other than
(i) contingent indemnification obligations and other obligations of the Loan Parties that expressly survive the termination of the
Loan Documents for which no claim has been asserted and (ii) Obligations in respect of Secured Hedge Agreements and Cash Management
Obligations, in each case, not yet due and payable; unless the Administrative Agent has received written notice, at least two (2) Business
Days prior to the proposed Obligations Payment Date, stating that arrangements reasonably satisfactory to the applicable Hedge Bank or
Cash Management Bank, as the case may be, in respect thereof have not been made), (b) all Letters of Credit shall have expired or
terminated (or been Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable Issuer), (c) all Letter
of Credit Obligations have been reduced to zero (or Cash Collateralized or backstopped in a manner reasonably satisfactory to the applicable
Issuer) and (d) all lending commitments under this Agreement and the other Loan Documents have been terminated.


 






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“OFAC” means
the Office of Foreign Assets Control of the United States Department of the Treasury.


  


“OID” means
original issue discount.


 


“Other Taxes”
means any and all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes or any other excise or
property Taxes arising from any payment made under any Loan Document or from the execution, delivery, performance, registration or enforcement
of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document excluding, in each case,
any such tax that result from an Assignment and Assumption, grant of a participation, transfer or assignment to or designation of a new
applicable Lending Office or other office for receiving payments under any Loan Document (an “Assignment Tax”), but
only if (1) such Assignment Tax is imposed as a result of a present or former connection of the assignor or assignee and the jurisdiction
imposing such Assignment Tax (other than a connection arising solely from such recipient having executed, delivered, enforced, become
a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any
other transaction specifically contemplated by, or enforced, any Loan Documents) and (2) the assignment, participation, etc.,
giving rise to such Assignment Tax did not take place at the request of the Borrower.


 


“Outstanding Amount”
means (a) with respect to the Revolving Loans and Swing Loans on any date, the Dollar amount of the aggregate Outstanding Amount
thereof after giving effect to any borrowings and prepayments or repayments of Revolving Loans (including any refinancing of Letter of
Credit Obligations as a Revolving Loan) and Swing Loans, as the case may be, occurring on such date; and (b) with respect to any
Letter of Credit Obligations on any date, the Dollar amount of the aggregate outstanding amount of such Letter of Credit Obligations on
such date after giving effect to any related extension of any Letter of Credit occurring on such date and any other changes thereto as
of such date, including as a result of any reimbursements of outstanding Letter of Credit Obligations (including any refinancing of outstanding
Letter of Credit Obligations under related Letters of Credit or related extensions of any Letters of Credit as a Revolving Loan) or any
reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.


 


“Overadvance”
means a Credit Extension to the extent that, immediately after giving effect thereto, Excess Availability is less than zero.


 


“Overnight Rate”
means, for any day, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent,
an Issuer, or the Swing Loan Lender, as applicable, in accordance with banking industry rules on interbank compensation.


 


“PACA Reserve”
means all amounts owed from time to time by a Loan Party to any Person on account of the purchase price or other amounts owed in respect
of agricultural products or any services related to the foregoing and subject to PACA, to the extent that (i) such amounts are secured
(by way of a grower’s lien, seller’s lien, statutory trust or similar security interest or priority arrangement) by the applicable
agricultural products (such lien, a “PACA Super Priority Lien”) in accordance with PACA and (ii) the Administrative
Agent determines in its Permitted Discretion that such PACA Super Priority Lien would have priority over the Administrative Agent’s
Lien in such agricultural products to the extent constituting Current Asset Collateral.


 






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“PACA” means
the Perishable Agricultural Commodities Act, 1930.


 


“PASA” means
the Packers and Stockyards Act, 1921.


 


“PASA Reserve”
means all amounts owed from time to time by a Loan Party to any Person on account of the purchase price or other amounts owed in respect
of livestock, livestock products, poultry, poultry products, other meat and meat products, or any services related to the foregoing and
subject to PASA, to the extent that (i) such amounts are secured (by way of a grower’s lien, seller’s lien, statutory
trust or similar security interest or priority arrangement) by the applicable livestock, livestock products, poultry, poultry products,
other meat and meat products (such lien, a “PASA Super Priority Lien”) in accordance with PASA and (ii) the Administrative
Agent determines in its Permitted Discretion that such PASA Super Priority Lien would have priority over the Administrative Agent’s
Lien in such livestock, livestock products, poultry, poultry products, other meat and meat products to the extent constituting Current
Asset Collateral.


 


“Participant”
has the meaning specified in Section 12.2(d).


 


“Participant Register”
has the meaning specified in Section 12.2(e).


 


“Payment Conditions”
means, at any time of determination, with respect to any Payment Conditions Transaction, the requirements that:


 


(a)            as
of the date of any such Payment Conditions Transaction, and after giving effect to such Payment Conditions Transaction, no Specified Event
of Default shall have occurred and be continuing or would result from such Payment Conditions Transaction;


 


(b)            as
of the date of any such Payment Conditions Transaction, on a Pro Forma Basis, and after giving effect to such Payment Conditions Transaction,
either:


 


(i)            (x) Excess
Availability, for the thirty (30) consecutive day period ending immediately prior such Payment Condition Transaction, shall have been
not less than 17.5% of the Revolving Loan Cap, and (y) Excess Availability, on the date of such Payment Condition Transaction, shall
not be less than 17.5% of the Revolving Loan Cap; or


 


(ii)            (x) Excess
Availability, for the thirty (30) consecutive day period ending immediately prior such Payment Condition Transaction, shall have been
not less than 12.5% of the Revolving Loan Cap, (y) Excess Availability, on the date of such Payment Condition Transaction, shall
not be less than 12.5% of the Revolving Loan Cap, and (z) the Consolidated Fixed Charge Coverage Ratio based on the most recently
ended Test Period, shall not be less than 1.00 to 1.00.


 






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In each case with respect to any Payment Conditions
Transaction, the Borrower shall have delivered to the Administrative Agent, in accordance with Section 7.2(e), a certificate
of a Responsible Officer of the Borrower as described in Section 7.2(e).


 


“Payment Conditions
Transaction” means any Investment (including any Permitted Acquisition), any incurrence of Indebtedness, any Restricted Payment,
any payment made pursuant to Section 9.11 or any other transaction that in each case is subject to the satisfaction of the
Payment Conditions.


 


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


 


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


 


“Permitted Acquisition”
means the purchase or other acquisition by Holdings or any of its Restricted Subsidiaries of property and assets or businesses of any
Person or of assets constituting a business unit, a line of business or division of such Person, a Store or Equity Interests in a Person
that, upon the consummation thereof, will be a wholly-owned Restricted Subsidiary of the Borrower (including as a result of a merger,
amalgamation or consolidation); provided that, with respect to each such purchase or other acquisition:


 


(a)            to
the extent required by the Collateral and Guarantee Requirement, the property, assets and businesses acquired in such purchase or other
acquisition shall constitute Collateral and each applicable Loan Party and any newly created or acquired Subsidiary (and, to the extent
required under the Collateral and Guarantee Requirement, the Subsidiaries of such created or acquired Subsidiary) shall be a Loan Party,
and shall have complied with the requirements of Section 8.11, 8.12 and 8.13, within the times specified therein
(for the avoidance of doubt, this clause (ii) shall not override any provisions of the Collateral and Guarantee Requirement);
and


 


(b)            except
to the extent the Permitted Acquisition is of (x) any Person that on the date of such Permitted Acquisition is (or will within the
applicable time periods set forth in Section 8.11) become a Loan Party or (y) assets that on the date of such Permitted
Acquisition shall be owned by a Loan Party, the Borrower is in compliance, on a Pro Forma Basis after giving effect to such transaction,
with the Payment Conditions.


 


“Permitted Discretion”
means a determination made by the Administrative Agent or the Collateral Agent (as applicable) in good faith in the exercise of its reasonable
(from the perspective of a secured asset-based lender) business judgment.


 


“Permitted Equity Issuance”
means any sale or issuance of any Qualified Equity Interests of Holdings, in each case to the extent permitted hereunder.


 






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“Permitted Refinancing”
means, with respect to any Person, any modification, refinancing, refunding, replacement, renewal or extension of any Indebtedness of
such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal
amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, replaced, renewed or extended except
by an amount equal to unpaid accrued interest and premium (including tender premiums) thereon plus fees and expenses (including upfront
fees and OID) reasonably incurred, in connection with such modification, refinancing, refunding, replacement, renewal or extension and
by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in
respect of Indebtedness permitted pursuant to Sections 9.3(b) and (e), such modification, refinancing, refunding,
replacement, renewal 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,
replaced, renewed or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant
to Sections 9.3(e), at the time thereof, no Event of Default shall have occurred and be continuing, (d) if such Indebtedness
being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, (i) such
modification, refinancing, refunding, renewal, replacement or extension shall be subordinated in right of payment to the Obligations
on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced,
refunded, replaced, renewed or extended, (ii) the terms and conditions (excluding as to subordination, pricing, premiums and optional
prepayment or redemption provisions) of any such modified, refinanced, refunded, replaced, renewed or extended Indebtedness, taken as
a whole, are not materially less favorable to the Loan Parties or the Lenders as reasonably determined by the Borrower in good faith
(in consultation with the Administrative Agent) than the terms and conditions of the Indebtedness being modified, refinanced, refunded,
replaced, renewed or extended; provided that a certificate of a Responsible Officer of Holdings delivered to the Administrative
Agent at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description
of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that Holdings has
determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms
and conditions satisfy the foregoing requirement unless the Administrative Agent notifies Holdings within such five Business Day period
that it disagrees with such determination (including a reasonably detailed description of the basis upon which it disagrees) and (iii) such
modification, refinancing, refunding, replacement, renewal or extension is incurred by the Person who is the obligor of the Indebtedness
being modified, refinanced, refunded, replaced, renewed or extended and no additional obligors become liable for such Indebtedness, and
(e) in the case of any Permitted Refinancing in respect of the First Lien Term Facility, such Permitted Refinancing is secured only
by assets pursuant to one or more security agreements permitted by and subject to an Acceptable Intercreditor Agreement (or another intercreditor
agreement containing terms that are at least as favorable to the Secured Parties as those contained in such Acceptable Intercreditor
Agreement).


  


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


 





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“Plan” means
any material “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a Foreign Plan,
established by any Loan Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA,
any of their respective ERISA Affiliates.


  


“Platform”
has the meaning specified in Section 7.2.


 


“Pledge Agreement”
means the Pledge Agreement, dated as of the Closing Date, among the Loan Parties party thereto and
the Collateral Agent, as may be amended, amended and restated, restated, supplemented or otherwise modified from time to time.


 


“Pledged Debt”
means the “Pledged Debt” as defined in the Security Agreement.


 


“Pledged Equity”
means the “Pledged Equity” as defined in the Security Agreement.


 


“Pro
Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant or
calculation hereunder, or the calculation of Consolidated EBITDA hereunder, the determination or calculation of such test, covenant, ratio
or Consolidated EBITDA (including in connection with Specified Transactions) in accordance with Section 1.8.


 


“Proceeds”
has the meaning given to such term in Article 9 of the UCC.


 


“Projections”
has the meaning specified in Section 7.1(d).


 


“Protective Advance”
means any Credit Extension (including any such Credit Extension resulting in an Overadvance) made or deemed to exist by the Administrative
Agent, in its discretion, which:


 


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


 


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


 


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


 


(d)            together
with all other Protective Advances then outstanding, shall not (i) exceed five percent (5%) of the Revolving Borrowing Base at any
time or (ii) unless a Liquidation is taking place, remain outstanding for more than forty-five (45) consecutive Business Days, unless
in each case, the Requisite Lenders otherwise agree; provided, however, that the foregoing shall not (i) modify or
abrogate any of the provisions regarding the Lenders’ obligations with respect to Letters of Credit or with respect to Swing 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 Advances allowed hereunder.






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“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 7.2.


 


“QFC” has
the meaning specified in Section 12.29(b).


 


“QFC Credit Support”
has the meaning specified in Section 12.29.


 


“Qualified Cash”
means unrestricted (other than restricted due to Liens in favor of the Secured Parties and bankers’ Liens (and any Liens of securities
intermediaries at which any securities account is maintained that occurs by operation of law)) cash or Cash Equivalents of the Borrower
or any Subsidiary Guarantor that are either maintained with the Administrative Agent or the Collateral Agent or (b) subject to a
Deposit Account Control Agreement or a Securities Account Control Agreement (as applicable).


 


“Qualified Cash Securities
Account” means any Approved Securities Account with a Lender or an Affiliate of a Lender and that is under the sole and exclusive
control (subject to (a) Section 8.12(i) and (b) any Liens by operation of law of the securities intermediary
at which such Approved Securities Account is maintained) of the Administrative Agent, including without limitation, under which the Administrative
Agent is the sole Entitlement Holder and the only Person authorized to give Entitlement Orders with respect thereto.


 


“Qualified ECP Guarantor”
means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract
participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant”
at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


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


 


“Qualified Holding
Company Debt” means unsecured Indebtedness of Holdings (A) that is not subject to any Guarantee by any Subsidiary of Holdings,
(B) that will not mature prior to the date that is six (6) months after the Latest Maturity Date in effect on the date of issuance
or incurrence thereof, (C) that has no scheduled amortization or scheduled payments of principal and is not subject to mandatory
redemption, repurchase, prepayment or sinking fund obligation (it being understood that such Indebtedness may have mandatory prepayment,
repurchase or redemption provisions satisfying the requirements of clause (E) below), (D) that does not require any payments
in cash of interest or other amounts in respect of the principal thereof prior to the earlier to occur of (1) the date that is four
(4) years from the date of the issuance or incurrence thereof and (2) the date that is ninety-one (91) days after the Latest
Maturity Date in effect on the date of such issuance or incurrence, and (E) that has mandatory prepayment, repurchase or redemption,
covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior
secured credit facilities, and in any event, with respect to covenant, default and remedy provisions, no more restrictive (taken as a
whole) than those set forth in this Agreement (other than provisions customary for senior discount notes of a holding company); provided
that the Borrower shall have delivered a certificate of a Responsible Officer to the Administrative Agent at least five (5) Business
Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions
of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has reasonably determined in good faith
that such terms and conditions satisfy the foregoing requirement (and such certificate shall be conclusive evidence that such terms and
conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five (5) Business
Day period that it disagrees with such determination (including a reasonably detailed description of the basis upon which it disagrees));
provided further that any such Indebtedness shall constitute Qualified Holding Company Debt only if immediately after giving effect
to the issuance or incurrence thereof and the use of proceeds thereof, no Event of Default shall have occurred and be continuing.


 






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“Quarterly Borrowing
Base Reporting Period” means any period that is not a Monthly Borrowing Base Reporting Period or Weekly Borrowing Base Reporting
Period.


 


“Quarterly Financial
Statements” means the unaudited condensed Consolidated balance sheets and related statements of operations and comprehensive
income, and cash flows of Holdings and its Restricted Subsidiaries for the most recent Fiscal Quarters after the date of the Annual Financial
Statements and ended at least forty-five (45) days before the Closing Date.


 


“Ratable Portion”
and “Pro Rata Share” means with respect to any Revolving Credit Lender at any time, its Revolving Commitment Percentage. 
If the Revolving Credit Termination Date shall have occurred, or if the Revolving Credit Commitments have expired, then the Ratable Portion
and Pro Rata Share of each Revolving Credit Lender in respect of any Class of the Revolving Credit Facility shall be determined based
on the Ratable Portion and Pro Rata Share of such Revolving Credit Lender in respect of the Revolving Credit Facility most recently in
effect (including, with respect to any such Class), giving effect to any subsequent assignments.  The initial Ratable Portion and
Pro Rata Share of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule I or in the
Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. The Ratable Portion and Pro Rata Share
of each Lender shall be determined by the Administrative Agent and shall be prima facie evidence thereof absent manifest error.


 


“Register”
has the meaning specified in Section 12.2(c).


 


“Regulation S-X”
means Regulation S-X under the Securities Act.


 


“Reimbursement Date”
has the meaning specified in Section 2.4(f)(i).


 


“Reimbursement Obligations”
means, as and when matured, the obligation of the Borrower to pay, on the date payment is made or scheduled to be made to the beneficiary
under each such Letter of Credit (or at such other date as may be specified in the applicable Letter of Credit Reimbursement Agreement),
all amounts of each drafts and other requests for payments drawn under Letters of Credit, and all other matured reimbursement or repayment
obligations of the Borrower to any Issuer with respect to amounts drawn under Letters of Credit.


 






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“Related Indemnified
Person” of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective
directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective
agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting
at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled
affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation
or syndication of the Facilities.


  


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


 


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


 


“Rent and Charges Reserves”
means an amount not to exceed the aggregate of (a) all rent (including any unpaid past due rent) owing by any Loan Party, that is
not paid when due, to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person who possesses
or is in control of any Current Asset Collateral or could assert a Lien on any Current Asset Collateral which is pari passu with
or would have priority over the Liens of the Collateral Agent in such Current Asset Collateral, and (b) in the case of Inventory
located at a leased premise located (i) in Landlord Lien Jurisdictions or (ii) that are distribution centers or warehouses,
in each case, as long as no Event of Default is continuing, a reserve equal to one (1) months’ rent payable to any such Person,
unless such Person has executed a Collateral Access Agreement.


 


“Reportable Event”
means, with respect to any Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder,
other than events for which the applicable notice period has been waived.


 


“Reports”
has the meaning specified in Section 11.16(b).


 


“Requisite Lenders”
means, collectively, Revolving Credit Lenders having more than 50.0% of the Aggregate Revolving Credit Commitments (or, after the Revolving
Credit Termination Date, the Revolving Credit Outstandings); provided that the unused Revolving Credit Commitment of, and the
portion of the Loans and outstanding Letters of Credit held or deemed held by, any Defaulting Lender shall be excluded for purposes of
making a determination of Requisite Lenders, provided, further, that the amount of any participation in any Swing Loan and Reimbursement
Obligations that any Defaulting Lender has failed to fund that have not been reallocated to and funded by another non-Defaulting Lender
shall be deemed to be held by the Lender that is the Swing Loan Lender or Issuer, as the case may be, in making such determination.


 



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“Requisite Supermajority
Revolving Lenders” means, collectively, Revolving Credit Lenders having more than 66.67% of the Aggregate Revolving Credit Commitments
(or, after the Revolving Credit Termination Date, the Revolving Credit Outstandings); provided that the unused Revolving Credit
Commitment of, and the portion of the Loans and outstanding Letters of Credit held or deemed held by, any Defaulting Lender shall be excluded
for purposes of making a determination of Requisite Supermajority Revolving Lenders, provided, further, that the amount of any
participation in any Swing Loan and Reimbursement Obligations that any Defaulting Lender has failed to fund that have not been reallocated
to and funded by another non-Defaulting Lender shall be deemed to be held by the Lender that is the Swing Loan Lender or Issuer, as the
case may be, in making such determination.


  


“Rescindable Amount”
has the meaning specified in Section 2.13(e).


 


“Reserves”
means, without duplication, all Availability Reserves and all Inventory Reserves.


 


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


 


“Responsible Officer”
means the chief executive officer, president, vice president, senior vice president, or any Financial Officer of a Loan Party, solely
for purposes of the execution and delivery of the Loan Documents on or after the Closing Date, any authorized officer of a Loan Party
identified on incumbency certificates as such, and solely for purposes of notices given pursuant to Article II, any other
officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent
or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party
and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible
Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of Holdings
or any of its Restricted Subsidiaries, 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 Holdings’ or such Restricted Subsidiaries’ stockholders, partners or members (or
the equivalent Persons thereof) other than (i) the payment of compensation in the ordinary course of business to holders of any such
Equity Interests who are employees or service providers of Holdings or any Restricted Subsidiary solely in their capacity as employees
or service providers and (ii) other than payments of intercompany indebtedness permitted under this Agreement, unless such payments
are made in the form of dividends or other distributions that would otherwise be classified as Restricted Payments hereunder.


 


“Restricted Subsidiary”
means any Subsidiary of Holdings other than an Unrestricted Subsidiary.


 


“Revolving Borrowing
Base” means, as of the date of determination thereof, an amount equal to:


 


(a)            the
face amount of Eligible Credit Card Receivables, multiplied by the Revolving Credit Card Advance Rate; plus


 






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(b)            the
face amount of Eligible Accounts multiplied by the Revolving Eligible Accounts Advance Rate; plus


  


(c)            the
Net Recovery Percentage of Eligible Inventory (other than Eligible In-Transit Inventory), multiplied by the Revolving Inventory
Advance Rate, multiplied by the Cost of Eligible Inventory (other than Eligible In-Transit Inventory), net of Inventory Reserves
attributable to Eligible Inventory (other than Eligible In-Transit Inventory);


 


(d)            the
Net Recovery Percentage of Eligible In-Transit Inventory, multiplied by the Revolving Inventory Advance Rate, multiplied
by the Cost of Eligible In-Transit Inventory, net of Inventory Reserves attributable to Eligible In-Transit Inventory; provided,
that the amount of Eligible In-Transit Inventory included in the Revolving Borrowing Base at any time shall not exceed an amount equal
to 10% of the Revolving Borrowing Base (after giving effect to this clause (d)); plus


 


(e)            100%
of Qualified Cash; provided, that the amount of Qualified Cash included in the Revolving Borrowing Base shall not exceed an amount equal
to 10% of the Revolving Borrowing Base (as calculated after giving effect to this clause (e)); minus


 


(f)            the
then amount of all Availability Reserves.


 


The
Revolving Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Administrative
Agent pursuant to Section 7.4, as adjusted to give effect to Availability Reserves and to reflect the commencement or termination
of a Seasonal Inventory Advance Period, in each case, following such delivery. The Revolving Borrowing Base shall be reported in
accordance with Section 1.10(c).


 


Notwithstanding anything to
the contrary herein, (a) the amount of any such Availability Reserve or change in an Availability Reserve shall have a reasonable
relationship to the event, condition or other matter that is the basis for such Availability Reserve or change, and (b) no such Availability
Reserve or change shall be duplicative of any other Reserve or change or items that are already accounted for through eligibility criteria
or collection or advance rates.


 


Notwithstanding anything to
the contrary in this Agreement, until the Assets Diligence Date, the assets acquired in any Permitted Acquisition or other Investment
permitted by this Agreement may be included in the Revolving Borrowing Base if a Field Examination and/or an Inventory Appraisal, as applicable,
covering such assets is not complete, up to an aggregate amount (for all such acquired assets and assets of a newly designated Borrower)
not greater than 10.0% of the Revolving Borrowing Base (as in effect prior to the applicable Assets Acquisition Date or date of designation,
as applicable, and prior to giving effect to the inclusion of other acquired assets or assets of a newly designated Borrower, as applicable,
in reliance on this sentence prior to the relevant Assets Diligence Date). To the extent a Field Examination and/or an Inventory Appraisal,
as applicable, covering such assets is not complete as of the date that is 91 days after the Assets Acquisition Date or date of designation,
as applicable, the Revolving Borrowing Base shall not include any assets acquired in the relevant acquisition or similar investment or
any assets of such newly designated Borrower, as applicable, until a Field Examination and/or an Inventory Appraisal, as applicable, covering
such assets has been completed (at which time the Borrower will be permitted to deliver an updated Borrowing Base Certificate reflecting
the inclusion of such assets in the Revolving Borrowing Base). The Administrative Agent shall take
such actions as are reasonably required to obtain any such Field Examination and/or an Inventory Appraisal,
it being understood that any such Field Examination and/or an Inventory Appraisal shall not be subject to (and shall not be included
in) the limitations set forth in Section 7.5 on the number of Field Examinations and Inventory Appraisals that the Administrative
Agent is permitted to conduct or for which the Administrative Agent is entitled to be reimbursed in any period.


 






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“Revolving Commitment
Increase” has the meaning specified in Section 2.15(a).


 


“Revolving Commitment
Increase Lender” has the meaning specified in Section 2.15(a).


 


“Revolving Commitment
Percentage” means, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal
place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment or, as the context
may require, Revolving Credit Commitment of any applicable Class at such time, subject (in each case) to adjustment as provided in
Section 2.16(a)(iv).  If the Revolving Credit Termination Date shall have occurred, or if the Revolving Credit Commitments
have expired, then the Revolving Commitment Percentage of each Revolving Credit Lender in respect of any Class of the Revolving Credit
Facility shall be determined based on the Revolving Commitment Percentage of such Revolving Credit Lender in respect of the Revolving
Credit Facility most recently in effect (including, with respect to any such Class), giving effect to any subsequent assignments.


 


“Revolving Credit Card
Advance Rate” means, 90.0%.


 


“Revolving Credit
Commitment” means, with respect to each Revolving Credit Lender, the commitment of such Revolving Credit Lender to make Revolving
Loans and acquire interests in other Revolving Credit Outstandings expressed as an amount representing the maximum principal amount of
the Revolving Loans to be made by such Revolving Credit Lender under this Agreement, as such commitment may be (a) reduced from
time to time pursuant to this Agreement, (b) reduced or increased from time to time pursuant to (i) assignments by or to such
Revolving Credit Lender pursuant to an Assignment and Assumption, or (ii) a Revolving Commitment Increase or (iii) extended
from time to time pursuant to a Revolving Extension Amendment. The amount of each Revolving Credit Lender’s Revolving Credit Commitment
on the Closing Date is set forth on Schedule I under the caption “Revolving Credit Commitment,” as amended
to reflect each Assignment and Assumption, Incremental Revolving Amendment or Revolving Extension Amendment, in each case executed
by such Revolving Credit Lender. The aggregate amount of the Revolving Credit Commitments as of the Closing Date is $1,200,000,000.


 


“Revolving Credit Exposure”
means, as to each Lender, the sum of the Outstanding Amount of such Lender’s Revolving Loans, its Pro Rata Share of Protective Overadvances,
its Pro Rata Share of the Letter of Credit Obligations and its Pro Rata Share of the Swing Loan Obligations at such time.


 






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“Revolving Credit Facility”
means the Revolving Credit Commitments and the provisions herein related to the Revolving Loans, Swing Loans and Letters of Credit, and
Loans under Extended Revolving Credit Commitments.


 





 


“Revolving Credit Lender”
means each Lender that (a) has a Revolving Credit Commitment, (b) holds a Revolving Loan or (c) participates in any Letter
of Credit or Swing Loan.


 


“Revolving Credit Note”
means a promissory note made by the Borrower, substantially in the form of Exhibit B, in favor of a Revolving Credit Lender,
evidencing the Revolving Loans made by such Revolving Credit Lender to the Borrower.


 


“Revolving Credit Outstandings”
means, at any particular time, the sum of (a) the principal amount of the Revolving Loans outstanding at such time, (b) the
Letter of Credit Obligations outstanding at such time and (c) the principal amount of the Swing Loans outstanding at such time.


 


“Revolving Credit Termination
Date” means the earliest of (a) with respect to Revolving Credit Commitments of any Class, the Scheduled Termination Date
for Revolving Credit Commitments of such Class, (b) the date that is ninety-one (91) prior to the earliest maturity date under the
First Lien Term Facility, (c) the date of termination of all of the Revolving Credit Commitments pursuant to Section 2.5
and (d) the date on which the Obligations become due and payable pursuant to Section 10.2.


 


“Revolving
Eligible Accounts Advance Rate” means 90%.


 


“Revolving Extension”
means any establishment of Extended Revolving Credit Commitments pursuant to Section 2.17 and the applicable Revolving Extension
Amendment.


 


“Revolving Extension
Amendment” has the meaning specified in Section 2.17(d).


 


“Revolving Extension
Election” has the meaning specified in Section 2.17(b).


 


“Revolving Extension
Request” has the meaning specified in Section 2.17(a).


 


“Revolving Extension
Series” has the meaning specified in Section 2.17(a).


 


“Revolving Inventory
Advance Rate” means with respect to the Revolving Borrowing Base, (i) during any Seasonal Inventory Advance Period, 92.5%
and (ii) at all other times, 90.0%.


 


“Revolving Loan”
has the meaning specified in Section 2.1(a)(i) and shall include for the avoidance of any doubt all Revolving Loans made
under an Incremental Revolving Amendment and any Revolving Extension Amendment.


 


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


 


“S&P”
means S&P Global Ratings and any successor thereto.


 






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“Same Day Funds”
means immediately available funds.


  


“Sanctions”
means any sanction administered or enforced by the United States Government (including without limitation, OFAC), the United Nations Security
Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.


 


“Scheduled Termination
Date” means (i) with respect to Revolving Credit Commitments (except Revolving Credit Commitments under a Revolving Extension
Series), five (5) years after the Closing Date and (ii) with respect to any Class of Revolving Credit Commitments under
a Revolving Extension Series, the “Scheduled Termination Date” set forth in the Revolving Extension Amendment with respect
thereto; provided  that, in each case, if such day is not a Business Day, the Scheduled Termination Date shall be the Business
Day immediately preceding such day.


 


“Scheduled Unavailability
Date” has the meaning provided in Section 3.4(b)(ii).


 


“Seasonal Inventory
Advance Period” means, for each Fiscal Year, a period of four consecutive months, selected by the Borrower by notice to the
Administrative Agent prior to the end of each Fiscal Year; provided, that, in no event shall the Borrower select a period which
commences immediately following the end of the previous Seasonal Inventory Advance Period; provided, further, that, in the
event that the Borrower shall fail to select the Seasonal Inventory Advance Period in accordance with the foregoing for any Fiscal Year,
the Seasonal Inventory Advance Period for such Fiscal Year shall be the period that was elected for the immediately prior Fiscal Year.


 


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


 


“Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank.


 


“Secured Hedge Agreement”
means any Swap Contract that is entered into by and between any Loan Party or any Restricted Subsidiary and (a) the Administrative
Agent or any Affiliate or branch thereof, acting as the Hedge Bank or (b) any other Hedge Bank and designated in writing by the Hedge
Bank and the Borrower to the Administrative Agent as a “Secured Hedge Agreement” (it being understood that one notice
with respect to a specified ISDA Master Agreement may designate all transactions thereunder as being “Secured Hedge Agreements”,
without the need for separate notices for each individual transaction thereunder).


 


“Secured Leverage Ratio”
means, with respect to any Test Period, the ratio of (a) Consolidated Net Debt that secured by a Lien on the assets of Holdings or
any of its Restricted Subsidiaries as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period.


 


“Secured Obligations”
means, in the case of the Borrower, the Obligations and, in the case of any other Loan Party, the Obligations, including the obligations
of such Loan Party under the Guaranty and the other Loan Documents to which it is a party.


 






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“Secured Parties”
means, collectively, the Lenders, the Issuers, the Administrative Agent, the Collateral Agent, each Hedge Bank, each Cash Management Bank,
each co-agent or sub-agent (if any) appointed by the Administrative Agent from time to time pursuant to Section 11.5, and
the successors and, subject to any limitations contained in this Agreement, assigns of each of the foregoing.


  


“Securities Account”
means all securities accounts of any Loan Party, including “securities accounts” within the meaning given to such term in
Article 8 of the UCC.


 


“Securities Account
Control Agreement” means an effective securities account control agreement with an Approved Securities Intermediary, in each
case in form and substance reasonably satisfactory to the Administrative Agent.


 


“Securities Act”
means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Security”
means any Equity Interest, voting trust certificate, bond, debenture, note or other evidence of Indebtedness, whether secured, unsecured,
convertible or subordinated, or any certificate of interest, share or participation in, any temporary or interim certificate for the purchase
or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing, but shall not include any evidence of the
Obligations.


 


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


 


“Security Agreements”
means, the Security Agreement, dated as of the Closing Date, among the Loan Parties party thereto and the Collateral Agent, as may be
amended, amended and restated, restated, supplemented or otherwise modified from time to time, and
each other security agreement or Security Agreement Supplement executed and delivered pursuant to the Collateral and Guarantee Requirement
to secure any of the Obligations.


 


“Shrink Reserve”
means an amount reasonably estimated by the Administrative Agent to be equal to that amount which is required in order that the shrink
reflected in current books and records of the Holdings and its Restricted Subsidiaries would be reasonably equivalent to the shrink calculated
as part of the Holdings’ and its Restricted Subsidiaries’ most recent physical Inventory (it being understood and agreed
that no Shrink Reserve established by the Administrative Agent shall be duplicative of any shrink as so reflected in the current books
and records of Holdings and its Restricted Subsidiaries or estimated by Holdings for purposes of computing the Revolving Borrowing Base).


 


“SOFR” means
the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).


 


“SOFR Adjustment”
means a percentage equal to 0.10% per annum.


 


“SOFR Borrowing”
means, as to any Borrowing, the SOFR Rate Loans comprising such Borrowing.


 






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


  


“Solvent”
and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value
of the assets of such Person exceeds its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable
value of the property of such Person is greater than the amount that will be required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person
is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured and (d) such
Person is not engaged in, and is not about to engage in, business for which it has unreasonably small capital. The amount of any contingent
liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.


 


“SPC” has
the meaning specified in Section 12.2(g).


 


“Specified Asset Disposition/Investment
Provision” means, in each case, solely as it relates to any Current Asset Collateral, any of (i) clause (e) (solely
as it relates to Section 9.5(j)), of Section 9.2, and (ii) clauses (d)(iii), (i), (j) and
(t) of Section 9.5.


 


“Specified Event of
Default” means any Event of Default of the type described in (a) Section 10.1(a), (b) Section 10.1(b)(i)(A) (to
the extent a Covenant Trigger Event has occurred and subject to cure to the extent provided in Section 10.4), (c) Section 10.1(b)(ii),
(d) Section 10.1(b)(v), (e) Section 10.1(d) (with respect to any Borrowing Base Certificate) or
(f) Section 10.1(f).


 


“Specified Loan Party”
means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior
to giving effect to Section 12.27).


 


“Specified Secured
Hedge Obligations” means Obligations under any Secured Hedge Agreement which provides by its terms that such Obligations shall
only be payable pursuant to Section 10.3 pursuant to clause “Eighth” thereof. Any applicable Hedge Bank
may designate or cancel such designation of Obligations under any applicable Secured Hedge Agreement as “Specified Secured Hedge
Obligations” by delivering notice in writing to the Administrative Agent of such designation or cancellation of designation.


 


“Specified Transaction”
means any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary
or an Unrestricted Subsidiary, any Permitted Acquisition, any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary
of Holdings, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another
Person or a Store or any Disposition of a business unit, line of business or division or a Store of Holdings or any Restricted Subsidiary,
in each case whether by merger, consolidation, amalgamation or otherwise, incurrence or repayment of Indebtedness (other than Indebtedness
incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), any issuance
of Qualified Equity Interests, the implementation of any Business Optimization Initiative and any Restricted Payment or incremental Loan
that by the terms of this Agreement requires such test to be calculated on a “Pro Forma Basis” or after giving “Pro
Forma Effect.”


 






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“Spot Rate”
mean the exchange rate, as reasonably determined by the Administrative Agent or any Issuer, as applicable, that is applicable to conversion
of one currency into another currency, which is (a) the exchange rate reported by Bloomberg (or other commercially available source
reasonably designated by the Administrative Agent or the applicable Issuer) as of the end of the preceding Business Day in the financial
market for the first currency; or (b) if such report is unavailable for any reason, the spot rate for the purchase of the first
currency with the second currency as in effect during the preceding Business Day in the Administrative Agent’s or such Issuer’s
principal foreign exchange trading office for the first currency.


 


“Standby Letter of
Credit” means any Letter of Credit that is not a Documentary Letter of Credit.


 


“Stated Amount”
means at any time the maximum amount for which a Letter of Credit may be honored, determined in accordance with Section 1.5.


 


“Store” means
any retail store or retail warehouse store (which includes any real property, fixtures, equipment, Inventory and other property related
thereto) operated, or to be operated, by a Loan Party or any Restricted Subsidiary.


 


“Store Accounts”
means Deposit Accounts established for the purpose of receiving receipts from a Store location of a Loan Party.


 


“Subject Default”
has the meaning specified in Section 1.2(h).


 


“Subsequent Transaction”
has the meaning set forth in Section 1.9(b).


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (excluding, for the avoidance
of doubt, charitable foundations) 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 Holdings.


 


“Subsidiary Guarantor”
has the meaning specified in the definition of “Collateral and Guarantee Requirement”, and excludes, for the avoidance of
doubt, Holdings and the Borrower. For avoidance of doubt, Holdings may cause any Restricted Subsidiary (organized under the Laws of any
Covered Loan Party Jurisdiction) that is not a Subsidiary Guarantor to Guarantee the Obligations by causing such Restricted Subsidiary
to execute a Joinder Agreement, and any such Restricted Subsidiary shall be a Subsidiary Guarantor hereunder for all purposes.


 


“Successor Borrower”
has the meaning specified in Section 9.4(e).


 






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“Successor Rate”
has the meaning specified in Section 3.4(b)(ii).


  


“Supplier”
has the meaning specified in Section 3.2.


 


“Supported QFC”
has the meaning specified in Section 12.29.


 


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


 


“Swap Obligations”
means with respect to any 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 a Lender or any Affiliate or branch of a Lender).


 


“Swing Loan”
has the meaning specified in Section 2.3(a).


 


“Swing Loan Lender”
means Bank of America, through itself or through one of its designated Affiliates or branches, in its capacity as the Swing Loan Lender
hereunder.


 


“Swing Loan Obligations”
means, as at any date of determination, the aggregate Outstanding Amount of all Swing Loans. The Swing Loan Obligations of any Revolving
Credit Lender at any time shall be its Revolving Commitment Percentage of the total Swing Loan Obligations at such time.


 


“Swing Loan Request”
means a notice of Borrowing or Swing Loans pursuant to Section 2.3, which shall be substantially in the form of Exhibit D
or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of a Borrower.


 






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“Swing Loan Sublimit”
means the lesser of (a) $120,000,000 and (b) the aggregate principal amount of the Revolving Credit Commitments. The Swing Loan
Sublimit is part of, and not in addition to, the Revolving Credit Commitments.


 


“Tax Indemnitee”
has the meaning specified in Section 3.1(e).


 


“Taxes” means
any present or future taxes, levy, impost, duty, assessment, charge, fee, deduction or withholding (including backup withholding) of any
nature and whatever called, imposed by any Governmental Authority, including any interest, additions to tax and penalties applicable thereto.


 


“Term SOFR”
means:


 


(a)            for
any Interest Period with respect to a SOFR Rate Loan, the rate per annum equal to the Term SOFR Screen Rate two (2) U.S. Government
Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided,
that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on
the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest
Period; and


 


(b)            for
any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term
of one month commencing that day;


 


provided,
that if Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise
be less than zero, Term SOFR shall be deemed zero for purposes of this Agreement.


 


“Term
SOFR Replacement Date” has the meaning specified in Section 3.4(b)(ii).


 


“Term SOFR Screen Rate”
means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent)
and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may
be designated by the Administrative Agent from time to time).


 


“Termination Date”
means the first date no Lender shall have any Commitment hereunder nor any Loan or other Obligation hereunder (other than (i) contingent
indemnification obligations as to which no claim has been asserted and (ii) Obligations under Secured Hedge Agreements and Cash Management
Obligations) shall remain unpaid or unsatisfied, nor any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the
Letter of Credit Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit in form and substance
reasonably satisfactory to the applicable Issuer).


 






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“Test Period”
in effect at any time means the most recent period of four consecutive Fiscal Quarters of Holdings ended on or prior to such time (taken
as one accounting period) in respect of which financial statements are available after the use of commercially reasonable efforts by
Holdings to provide the same; provided, that solely for the purposes of testing compliance (other than pro forma compliance) with
Section 6.1, the financial statements in respect of the Test Period described in such Section 6.1 shall be the
financial statements (including, the applicable Compliance Certificate in connection therewith) for the most recent period of four consecutive
Fiscal Quarters of Holdings ended on or prior to such time (taken as one accounting period) which have been (or were required to be)
delivered pursuant to Section 7.1(a) or (b), as applicable. A Test Period may be designated by reference to the
last day thereof (i.e., the “November 2, 2021 Test Period” refers to the period of four consecutive Fiscal Quarters
of Holdings ended on November 2, 2021), and a Test Period shall be deemed to end on the last day thereof.


  


“Threshold Amount”
means (a) solely with respect to its reference in Section 10.1(g), the greater of (a) $150,000,000 and (b) 17.0%
of Consolidated EBITDA as of the most recently ended Test Period, and (b) with respect to its reference in any other provision in
this Agreement, $150,000,000.


 


“Total Assets”
means the total assets of Holdings and its Restricted Subsidiaries on a Consolidated basis, as shown on the most recent balance sheet
of Holdings delivered pursuant to Sections 7.1(a) or 7.1(b).


 


“Transaction Expenses”
means the fees, premiums or expenses incurred or paid by Holdings or any of its Subsidiaries in connection with the Transactions and the
transactions contemplated thereby.


 


“Transactions”
means, collectively, (a) the execution and delivery by the Loan Parties of the Loan Documents to which they are a party and the making
of the Loans and the issuance of Letters of Credit (if any), (b) the consummation of the Existing Credit Agreement Refinancing and
(c) the payment of the Transaction Expenses.


 


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


 


“UCC” means
the Uniform Commercial Code as in effect from time to time in the state of New York; provided, however, that if a term is
defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning
set forth in Article 9; provided, further, that, if by reason of mandatory provisions of law, priority perfection,
or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is
governed by the Uniform Commercial Code as in effect in a jurisdiction other than the state of New York, “UCC” means
the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such priority, perfection
or effect of perfection or non-perfection or availability of such remedy, as the case may be.


 


“U.K.” means
the United Kingdom of Great Britain and Northern Ireland.


 


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


 






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“Undisclosed Administration”
means in relation to any Person, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian
or other similar official by a supervisory authority or regulator under or based on the law in the country where such Person is subject
to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed.


  


“Unintentional Overadvance”
means an Overadvance which, to the Administrative Agent’s 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, the Issuers and the Lenders, including,
without limitation, a reduction in the Net Recovery Percentage of property or assets included in the Revolving Borrowing Base or misrepresentation
by the Loan Parties.


 


“Unrestricted Subsidiary”
means (a) any Subsidiary of the Borrower designated as an Unrestricted Subsidiary pursuant to Section 8.3 after the Closing
Date, in each case, until such Person ceases to be an Unrestricted Subsidiary of Holdings in accordance with Section 8.3 or
ceases to be a Subsidiary of Holdings and (b) any direct or indirect Subsidiary of any Person referred to in clause (a); provided,
that no Unrestricted Subsidiary shall at any time own any Equity Interests of any Loan Party.


 


“Unused Commitment
Fee” has the meaning specified in Section 2.12(a).


 


“Unused Commitment
Fee Rate” means, for any day, a percentage per annum equal to 0.20% per annum.


 


“USA PATRIOT Act”
means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title
III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.


 


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


 


“U.S. Government Securities
Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets
Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal
holiday under the federal laws of the United States or the laws of the State of New York, as applicable.


 


“U.S. Special Resolution
Regimes” has the meaning specified in Section 12.29.


 


“U.S. Tax Compliance
Certificate” has the meaning given to such term in Section 3.1(c).


 


“Weekly Borrowing Base
Reporting Period” means (a) each period beginning on the date that Excess Availability shall have been less than the greater
of (x) 12.5% of the Revolving Loan Cap and (y) $72,000,000, in either case, for five (5) consecutive Business Days, and
ending on the date Excess Availability shall have been equal to or greater than the greater of (x) 12.5% of the Revolving Loan Cap
and (y) $72,000,000, in each case, for twenty-five (25) consecutive calendar days or (b) upon the occurrence of a Specified
Event of Default, the period that such Specified Event of Default shall be continuing. The termination of a Weekly Borrowing Base Reporting
Period as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Weekly Borrowing Base Reporting Period
in the event that the conditions set forth in this definition again arise.


 






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“Weighted Average Life
to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum
of the products obtained by multiplying (i) the amount of each then remaining scheduled installment, sinking fund, serial maturity
or other required scheduled payments of principal, including payment at final scheduled maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the
then outstanding principal amount of such Indebtedness; provided that, for purposes of determining the Weighted Average Life to
Maturity of any Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended (the “Applicable Indebtedness”),
the effects of any prepayments or amortization made on such Applicable Indebtedness prior to the date of the applicable modification,
refinancing, refunding, renewal, replacement or extension shall be disregarded.


 


“Wholly-Owned Subsidiary”
of a Person means a Subsidiary of such Person, all of the outstanding Equity Interests of which (other than (x) director’s
qualifying shares and (y) nominal 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.


 


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


 


“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 U.K. 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.


 


SECTION 1.2     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.


 






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


 


(iii)            The
term “including” is by way of example and not limitation, except when used in the computation of time periods.


 


(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.


 


(v)            Unless
otherwise expressly indicated herein, the words “above” and “below”, when following a reference to a clause or
a sub-clause of any Loan Document, refer to a clause or sub-clause within, respectively, the same Section or clause.


 


(c)            The
terms “Lender,” “Swing Loan Lender”, “Issuer”, “Administrative Agent” and “Collateral
Agent” include, without limitation, their respective successors.


 


(d)            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.”


 


(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
reference herein or in any other Loan Document to the satisfaction, repayment, or payment in full of the Obligations shall mean the repayment
in full in cash or immediately available funds and in the required currency (or, in the case of contingent reimbursement obligations with
respect to Letters of Credit, providing Cash Collateralization) of all of the Obligations (including the payment of any termination amount
then applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Swap Contracts)
other than (i) unasserted contingent indemnification Obligations and (ii) any Obligations relating to Swap Contracts that, at
such time, are allowed by the applicable Hedge Bank to remain outstanding without being required to be repaid.


 






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(g)            For
all purposes under the Loan Documents, in connection with any Division: (i) if as a result of such Division 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 (ii) if as a result of such Division 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.


  


(h)            [reserved]


 


(i)            Any
provision in any Loan Document which references a Lien in favor of the Administrative Agent shall also mean a Lien in favor of the Collateral
Agent.


 


SECTION 1.3     Accounting
Terms.


 


All accounting terms not specifically
or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial
calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically
prescribed herein.


 


SECTION 1.4     Rounding.


 


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


 


SECTION 1.5     Letter
of Credit Amounts.


 


Unless otherwise specified,
all references herein to the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the Stated Amount
of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by
its terms of any Issuer Documents related thereto, provides for one or more automatic increases in the Stated Amount thereof, the amount
of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum Stated Amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum Stated Amount is in effect at such time.


 


SECTION 1.6     References
to Agreements, Laws, Etc.


 


Unless
otherwise expressly provided herein, (a) references to Constituent Documents, agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all appendices, exhibits and schedules thereto and all subsequent amendments,
restatements, extensions, supplements and other modifications thereto (but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are permitted by any Loan Document); and (b) references to any Law shall include all statutory
and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.


 






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SECTION 1.7     Times
of Day; Timing of Payments and Performance.


 


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


 


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


  


SECTION 1.8     Pro
Forma Calculations.


 


(a)            Notwithstanding
anything to the contrary herein, Consolidated EBITDA and any financial ratio or test, including the Consolidated Fixed Charge Coverage
Ratio, the Interest Coverage Ratio, the Net Leverage Ratio, the Secured Leverage Ratio (whether in connection with testing the satisfaction
of the Payment Conditions or otherwise), shall be calculated in the manner prescribed by this Section 1.8; provided
that, notwithstanding anything to the contrary in this Section 1.8, when calculating the Consolidated Fixed Charge Coverage
Ratio for purposes of determining actual compliance (and not compliance on a Pro Forma Basis) with Section 6.1, the events
described in this Section 1.8 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma
Effect.


 


(b)            For
purposes of calculating Consolidated EBITDA and any financial ratio or test, including the Consolidated Fixed Charge Coverage Ratio, the
Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, Specified Transactions (and the incurrence or repayment
of any Indebtedness in connection therewith, subject to clause (c) of this Section 1.8) that have been made (i) during
the applicable Test Period or (ii) subject to the proviso set forth in clause (a) of this Section 1.8, subsequent
to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio or test is made shall be
calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and
the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable
Test Period (or, in the case of Total Assets, on the last day of the applicable Test Period). If since the beginning of any applicable
Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into a Loan
Party or any Restricted Subsidiary since the beginning of such Test Period shall have made any Specified Transaction that would have required
adjustment pursuant to this Section 1.8, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the
Net Leverage Ratio and the Secured Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.8.


 


(c)            In
the event that any Loan Party or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption,
repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Consolidated Fixed Charge Coverage Ratio,
the Interest Coverage Ratio, the Net Leverage Ratio and the Secured Leverage Ratio, as the case may be (in each case, other than Indebtedness
incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during
the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event
for which the calculation of any such ratio is made, then the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the
Net Leverage Ratio and the Secured Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence or repayment
of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period (with respect to any
calculation of the Net Leverage Ratio or the Secured Leverage Ratio) or the first day of the applicable Test Period (with respect to any
calculation of the Consolidated Fixed Charge Coverage Ratio or the Interest Coverage Ratio).


 



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(d)            Whenever
Pro Forma Effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer
of the Borrower (it being understood that pro forma adjustments need not be prepared in compliance with Regulation S-X) and may include,
for the avoidance of doubt, the amount of Expected Cost Savings projected by the Borrower in good faith to be realized as a result of
action that is taken, committed to be taken or reasonably expected to be taken (calculated on a pro forma basis as though such Expected
Cost Savings had been realized on the first day of such Test Period and as if such Expected Cost Savings were realized during the entirety
of such Test Period) in connection with any Business Optimization Initiative relating to such Specified Transaction, net of the amount
of actual amounts realized during such Test Period from such actions; provided that (i) such Expected Cost Savings are reasonably
identifiable and factually supportable (in the good faith determination of the Borrower), (ii) the relevant action resulting in (or
substantial steps towards the relevant action that would result in) such Expected Costs Savings must either be taken or reasonably expected
to be taken within eighteen (18) months after the date of such Specified Transaction, (iii) no amounts shall be added pursuant to
this clause (d) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether
through a pro forma adjustment or otherwise, with respect to such Test Period, and (iv) amounts added back pursuant to this
clause (d), when taken together with any such similar adjustments made in accordance with clause (a)(ix) of the definition
of “Consolidated EBITDA”, shall not exceed 25% of Consolidated EBITDA for such Test Period (calculated before giving effect
to such addbacks).


 


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


 


SECTION 1.9     Limited
Condition Transactions.


 


(a)            Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, in connection with any action being taken in connection with a
Limited Condition Transaction, for purposes of:


 


(i)            any
determination of compliance with the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio, the
Secured Leverage Ratio or any other financial ratio or test, including the financial covenant set forth in Section 6.1, or
any conditions set forth in the definition of “Payment Conditions” (but not for purposes of determining compliance with any
applicable test set forth in clause (b) of the definition of “Payment Conditions”);


 






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(ii)            any
determination of compliance with any provision of this Agreement or any Loan Document which requires that no Default, Event of Default
or Specified Event of Default has occurred, is continuing or would result from any such Limited Condition Transaction, as applicable;


 


(iii)            any
determination of the accuracy of representations or warranties (other than Specified Representations in the case of a Limited Condition
Transaction under clause (a) of such definition);


 


(iv)            any
determination of compliance with availability under any basket (including any basket measured as a percentage of Consolidated EBITDA or
Total Assets); or


 


(v)            any
other determination as to whether any such Limited Condition Transaction or any other transaction undertaken or proposed to be undertaken
in connection with such Limited Condition Transaction (including the incurrence of Indebtedness, the creation of Liens, the making of
Permitted Acquisitions, the making of Dispositions, the making of an Investment or Restricted Payment, the designation of a “Subsidiary”
as a Restricted Subsidiary or an Unrestricted Subsidiary or the repayment or prepayment of Indebtedness) complies with the covenants or
agreements contained in this Agreement or any other Loan Document,


 


in each case, at the option of the Borrower (the
Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”),
the date for determination set forth in clause (i) through (v) above shall be the LCT Test Date for such Limited
Condition Transaction. If on a Pro Forma Basis after giving effect to such Limited Condition Transaction and the other transactions to
be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) any such ratios, tests
or other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the
most recent Test Period ending prior to the LCT Test Date, Holdings or any of its Restricted Subsidiaries could have consummated such
Limited Condition Transaction on the relevant LCT Test Date in compliance with the applicable ratios, tests or other provisions, such
ratios, tests or other provisions shall be deemed to have been complied with.


 


(b)            For
the avoidance of doubt, (i) if any of such ratios, tests, baskets or other provisions are exceeded or breached as a result of fluctuations
in any such ratio, test or basket (including due to fluctuations in Consolidated EBITDA or Total Assets, a change in facts and circumstances
or other provisions at or prior to the consummation of the relevant Limited Condition Transaction), such ratios, tests, baskets and other
provisions will not be deemed to have been exceeded, breached, or otherwise failed as a result of such fluctuations or changed circumstances
solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted under this Agreement
and the other Loan Documents and (ii) such ratios, tests, baskets and compliance with such other provisions shall not be tested at
the time of consummation of such Limited Condition Transaction or related Specified Transactions. Notwithstanding anything to the contrary
in this Agreement or any other Loan Document, if the Borrower has made an LCT Election for any Limited Condition Transaction, then in
connection with any event or transaction occurring after the relevant LCT Test Date and prior to the earlier of the date on which such
Limited Condition Transaction is consummated or the date that the definitive agreement or date for disposition, redemption, repurchase,
defeasance, satisfaction and discharge or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated,
expires or passes, as applicable, without consummation of such Limited Condition Transaction (a “Subsequent Transaction”)
requiring calculation of a ratio, test or basket availability on a Pro Forma Basis or giving Pro Forma Effect to such Subsequent Transaction,
for purposes of determining whether such ratio, test or basket availability has been complied with under this Agreement, any such ratio,
test or basket availability shall be required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Transaction
and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated
and (ii) solely with respect to Restricted Payments and prepayments of Material Junior Financing only, also assuming such Limited
Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds
thereof) have not been consummated.


 






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(c)            Notwithstanding
the foregoing, the Limited Condition Transaction provisions set forth above shall not apply in respect of the incurrence of any Revolving
Loans (or other Credit Extensions under the Revolving Credit Facility) the proceeds of which will be used to finance such Limited Condition
Transaction.


 


SECTION 1.10     Exchange
Rates; Currency Equivalents.


 


(a)            For
purposes of determining compliance with Sections 9.1, 9.2 and 9.3 with respect to any amount of Indebtedness or Investment
in a currency other than Dollars, no Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange
occurring after the time such Indebtedness or Investment is incurred (so long as such Indebtedness or Investment, at the time incurred,
made or acquired, was permitted hereunder).


 


(b)            For
purposes of determining the Net Leverage Ratio, the Secured Leverage Ratio and the Consolidated Fixed Charge Coverage Ratio, amounts denominated
in a currency other than Dollars will be converted to Dollars at the currency exchange rates used in preparing the Borrower’s financial
statements corresponding to the Test Period with respect to the applicable date of determination and will, in the case of Indebtedness,
reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency exchange
risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.


 


(c)            For
purposes of determining the Consolidated Fixed Charge Coverage Ratio, the Interest Coverage Ratio, the Net Leverage Ratio, the Secured
Leverage Ratio, including Consolidated EBITDA when calculating such ratios, all amounts denominated in a currency other than Dollars will
be converted to Dollars for any purpose (including testing the any financial covenant) at the effective rate of exchange in respect thereof
reflected in the consolidated financial statements of Holdings for the applicable Test Period for which such measurement is being made,
and will reflect the currency translation effects, determined in accordance with GAAP, of Swap Contracts permitted hereunder for currency
exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.


 






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SECTION 1.11     [Reserved].


 


SECTION 1.12     Interest
Rates.


 


The
Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to
the administration, submission or any other matter related to any reference rate referred to herein or with respect to any rate (including,
for the avoidance of doubt, the selection of such rate and any related spread or other adjustment) that is an alternative or replacement
for or successor to any such rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or the
effect of any of the foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may
engage in transactions or other activities that affect any reference rate referred to herein, or any alternative, successor or replacement
rate (including, without limitation, any Successor Rate) (or any component of any of the foregoing) or any related spread or other adjustments
thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its
reasonable discretion to ascertain any reference rate referred to herein or any alternative, successor or replacement rate (including,
without limitation, any Successor Rate) (or any component of any of the foregoing), in each case pursuant to the terms of this Agreement,
and shall have no liability to the 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 other action or omission related to or affecting the selection, determination, or calculation
of any rate (or component thereof) provided by any such information source or service, other than, in each case, any gross negligence,
bad faith, willful misconduct or material breach by the Administrative Agent of its obligations hereunder.


 


SECTION 1.13     Classification
Among Affirmative Covenant and Negative Covenant Exceptions.


 


For purposes of determining
compliance at any time with Sections 9.1, 9.2, 9.3, 9.5, 9.6, 9.7 and/or 9.11 in the event that
any Transaction with Affiliates, Lien, Investment, Indebtedness, Dispositions, Restricted Payment, and/or prepayments of Material
Junior Financing, as applicable, meets the criteria of more than one of the categories of transactions or items permitted pursuant to
any clause of Sections 9.1, 9.2, 9.3, 9.5, 9.6, 9.7 and/or 9.11, the Borrower, in its sole discretion,
may, from time to time, classify or reclassify such transaction or item (or portion thereof) under one or more clauses of each such Section.
It is understood and agreed that any Transaction with Affiliates, Lien, Investment, Indebtedness, Dispositions, Restricted Payment
and/or prepayments of Material Junior Financing need not be permitted solely by reference to one category of permitted Transaction with
Affiliates, Lien, Investment, Indebtedness, Dispositions, Restricted Payment and/or prepayments of Material Junior Financing
under Sections 9.1, 9.2, 9.3, 9.5, 9.6, 9.7 and/or 9.11, respectively, and may instead
be permitted in part under any combination thereof, but the Borrower will only be required to include the amount and type of such transaction
(or portion thereof) in one such category (or combination thereof). Notwithstanding the foregoing to the contrary, (a) all Indebtedness
under the Loan Documents and the First Lien Term Facility shall be deemed to have been incurred in reliance on the provisions of Section 9.3(a) and
Section 9.3(q), respectively, and may not be reclassified or divided as set forth above and (b) all Liens securing the
obligations under the Loan Documents and the First Lien Term Facility shall be deemed to have been incurred in reliance on the provisions
of Section 9.1(a) and Section 9.1(ee), respectively, and may not be reclassified or divided as set forth
above.


 



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ARTICLE II.


 


The
FACILITIES


 


SECTION 2.1     The
Commitments.


 


(a)            The
Revolving Credit Commitments.


 


(i)            On
the terms and subject to the conditions contained in this Agreement, each Revolving Credit Lender severally agrees to make loans in Dollars
(each, a “Revolving Loan”) to the Borrower from time to time on any Business Day during the period from the Closing
Date until the Revolving Credit Termination Date in an aggregate principal amount at any time outstanding not to exceed such Revolving
Credit Lender’s Revolving Credit Commitment; provided that each of the applicable Credit Extension Conditions shall be satisfied
after giving effect to any such Revolving Loans. Within the foregoing limits and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Revolving Loans.


 


(ii)            Subject
to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the Administrative Agent
is authorized by the Borrower and the Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely
no obligation), to make Revolving Loans (which may be a Swing Loan) or other Credit Extensions to the Borrower, on behalf of all Lenders
at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the Administrative
Agent, in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”.
Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Revolving
Borrowing Base; provided that the (x) aggregate amount of outstanding Protective Advances plus the aggregate of all other
Revolving Credit Exposure shall not exceed the Aggregate Revolving Credit Commitments and (y) the Revolving Credit Exposure of any
Revolving Credit Lenders shall not exceed its Revolving Credit Commitments; provided further that the foregoing shall not 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 Advances allowed hereunder. Protective Advances may be made
even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall
be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The Administrative
Agent’s authorization to make Protective Advances may be revoked at any time by the Requisite Lenders. Any such revocation must
be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof. The making of a Protective
Advance on any one occasion shall not obligate the Administrative Agent to make any Protective Advance on any other occasion. At any time
that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the Administrative Agent may request
that the Revolving Credit Lenders make a Revolving Loans to repay a Protective Advance. At any other time, the Administrative Agent may
require the Revolving Credit Lenders to fund their risk participations described in Section 2.1(a)(iii).


 






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(iii)            Upon
the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Revolving Credit
Lender shall be deemed, without further action by any party hereto, unconditionally and irrevocably to have purchased from the Administrative
Agent without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Revolving
Commitment Percentage. From and after the date, if any, on which any Revolving Credit Lender is required to fund its participation in
any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Credit Lender, such Revolving
Credit Lender’s Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received
by the Administrative Agent in respect of such Protective Advance.


 


SECTION 2.2     Borrowing
Procedures; Funding by Lenders.


 


(a)            Borrowing
Procedures. Each Borrowing (other than a Borrowing of Swing Loans) shall be made upon the Borrower’s irrevocable notice to
the Administrative Agent, which may be given by (A) telephone or (B) a Notice of Borrowing (including by e-mail or facsimile);
provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing
not later than (i) 1:00 p.m. on the same Business Day, in the case of a Borrowing of Base Rate Loans, and (ii) 12:00 noon
three (3) Business Days prior to the date of the proposed Borrowing, in the case of a Borrowing of SOFR Rate Loans; provided,
however, that if the Borrower wishes to request SOFR Rate Loans having an Interest Period other than one, three or six months
in duration as provided in the definition of “Interest Period” the applicable Notice of Borrowing must be received by the
Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of the proposed Borrowing,
whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest
Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days prior to the requested date of such Borrowing,
the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has
been consented to by all Lenders and the Administrative Agent. Each Notice of Borrowing by the Borrower shall specify (A) the date
of such proposed Borrowing, which shall be a Business Day, (B) the aggregate amount of such proposed Borrowing, (C) the Type
of the proposed Borrowing, (D) the initial Interest Period or Interest Periods for any such SOFR Rate Loans and (E) with respect
to any Borrowing the proceeds of which will be used to fund a Restricted Payment subject to the satisfaction of the Payment Conditions,
an additional solvency representation and warranty of Holdings and its Restricted Subsidiaries (taken as a whole) after giving effect
to such Borrowing and the use of proceeds thereof. If the Borrower requests a Borrowing of SOFR Rate Loans but fails to specify an Interest
Period, the Borrower shall be deemed to have specified an Interest Period of one month’s duration. Each Borrowing of Base Rate
Loans, or SOFR Rate Loans shall, in each case, be in an aggregate amount of not less than $500,000 or an integral multiple of $100,000
in excess thereof.


 






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(b)            Funding
by Lenders. The Administrative Agent shall give to each Appropriate Lender prompt notice of (i) the Administrative Agent’s
receipt of a Notice of Borrowing, (ii) amount (and currency) of its Ratable Portion of the applicable Loans and (iii) if SOFR
Rate Loans are properly requested in such Notice of Borrowing, the applicable interest rate determined pursuant to Section 2.10(a) (subject
to Section 3.4). Each Appropriate Lender shall, before (A) 3:00 p.m. on the date of the proposed Borrowing,
in the case of a Borrowing of Base Rate Loans to be provided on same-day notice (other than any such Borrowing to be made on the Closing
Date), (B) 1:00 p.m. on the date of the proposed Borrowing, in the case of a Borrowing of SOFR Rate Loans (other than any
such Borrowing to be made on the Closing Date), and (C) 10:00 a.m. on the Closing Date with respect to any Borrowing to be made
on the Closing Date, make available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office, such Lender’s
Ratable Portion of such proposed Borrowing (it being understood that, notwithstanding anything to the contrary in this Agreement, the
Ratable Portion of each such Revolving Loan to be funded by each Revolving Credit Lender shall be determined without regard to any separate
Class or Classes of Revolving Credit Commitments of such Revolving Credit Lender). Upon fulfillment (or due waiver in accordance
with Section 12.1) (i) on the Closing Date, of the applicable conditions set forth in Section 4.1 and (ii) at
any time after the Closing Date, of the applicable conditions set forth in Section 4.2, and, subject to clause (c) below,
after the Administrative Agent’s receipt of such funds, the Administrative Agent shall make such funds available to the Borrower
as promptly as reasonably practicable either by (A) crediting the account of the Borrower on the books of Bank of America with the
amount of such funds or (B) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably
acceptable to) the Administrative Agent by the Borrower.


 


(c)            Presumption
by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the date of any proposed
Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Ratable Portion of such Borrowing (or
any portion thereof), the Administrative Agent may assume that such Lender has made such Ratable Portion available to the Administrative
Agent on the date of such Borrowing in accordance with this Section 2.2 and the Administrative Agent may, in reliance upon
such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have
so made such Ratable Portion available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay
to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from the
date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the
case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such
Lender, the applicable Overnight Rate, plus, in case of this clause (ii), any administrative, processing or similar fees
customarily charged by the Administrative Agent in connection with the foregoing. If the Borrower and such Lender shall pay such interest
to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount
of such interest paid by the Borrower for such period. If such Lender shall repay to the Administrative Agent such corresponding amount,
such corresponding amount so repaid shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement.
If the Borrower shall repay to the Administrative Agent such corresponding amount, such payment shall not relieve such Lender of any obligation
it may have hereunder to the Borrower.


 



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(d)            Obligations
of Lenders Several. The obligations of the Lenders hereunder to make Loans, to fund participations in Protective Advances, Letters
of Credit and Swing Loans or to make any other payments required by the Lenders hereunder are several and not joint. The failure of any
Lender to make on the date specified any Loan or any payment required by it, including any payment in respect of its participation in
Swing Loans and Letter of Credit Obligations, shall not relieve any other Lender of its obligations to make such Loan or payment on such
date but, except to the extent otherwise provided herein, no such other Lender shall be responsible for the failure of any Lender to make
a Loan or payment required under this Agreement.


 


(e)            Failure
to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender
to the Borrower as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower
by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied
or waived in accordance with Section 12.1, the Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.


 


(f)            Number
of Interest Periods. After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations
of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect unless otherwise agreed between the
Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to a Revolving
Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.2(f) shall increase by three
(3) Interest Periods for each applicable Class so established.


 


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


 


SECTION 2.3     Swing
Loans.


 


(a)            Subject
to the terms and conditions set forth herein, the Swing Loan Lender, in reliance upon the agreements of the Revolving Credit Lenders set
forth in this Section 2.3, may in its sole discretion make loans in Dollars under the Revolving Credit Facility (each, a “Swing
Loan”) to the Borrower from time to time on any Business Day during the period from the Closing Date until the Revolving Credit
Termination Date in an aggregate principal amount at any time outstanding (together with the aggregate outstanding principal amount of
any other Swing Loan made by the Swing Loan Lender hereunder in its capacity as the Swing Loan Lender) not to exceed the Swing Loan Sublimit;
provided, however, that at no time shall the Swing Loan Lender make any Swing Loan to the extent that, after giving effect
to such Swing Loan, any of the applicable Credit Extension Conditions shall not be satisfied (for the Class of Revolving Credit Commitments
with the Latest Maturity Date held by the Swing Loan Lender); provided further that in the event that the Swing Loan Lender and
the Administrative Agent are not the same Person, then the Swing Loan Lender shall only make a Swing Loan after having given prior notice
thereof to the Administrative Agent; provided further that the Swing Loan Lender shall not be required to make any Swing Loan to
the extent that such Swing Loan Lender reasonably believes that any Lender is a Defaulting Lender unless, after giving effect to the requested
Swing Loan, there would exist no Fronting Exposure (in the good faith determination of the Swing Loan Lender and the Administrative Agent).
Immediately upon the making of a Swing Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Loan Lender a risk participation in such Swing Loan in an amount equal to the product of such Revolving
Credit Lender’s Revolving Commitment Percentage (determined without regard to any separate Class or Classes of Revolving Credit
Commitments of any Lender) times the amount of such Swing Loan. Each Swing Loan shall be a Base Rate Loan denominated in Dollars
and must be repaid in full upon any Borrowing hereunder and shall in any event mature no later than the Revolving Credit Termination Date
(for the Class of Revolving Credit Commitments with the Latest Maturity Date held by the Swing Loan Lender). Within the limits set
forth in the first sentence of this clause (a), amounts of Swing Loans repaid may be reborrowed under this clause (a).


 






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(b)            Each
Borrowing of Swing Loans shall be made upon the Borrower’s irrevocable notice to the Swing Loan Lender and the Administrative Agent,
which may be given by (A) telephone or (B) by a Swing Loan Request (including by e-mail or facsimile); provided that
any telephonic notice must be confirmed promptly by delivery to the Swing Loan Lender and the Administrative Agent of a Swing Loan Request
not later than 1:00 p.m. on the requested borrowing date and shall specify (i) the amount to be borrowed and (ii) the date
of such proposed Borrowing, which shall be a Business Day. Promptly after receipt by the Swing Loan Lender of any Swing Loan Request,
the Swing Loan Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received
such Swing Loan Request and, if not, the Swing Loan Lender will notify the Administrative Agent (by telephone or in writing) of the contents
thereof. Unless the Swing Loan Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the
request of any Revolving Credit Lender) prior to 3:00 p.m. on the date of the proposed Borrowing of Swing Loans (A) directing
the Swing Loan Lender not to make such Swing Loan as a result of the failure of the applicable Credit Extension Conditions to be satisfied,
or (B) that one or more of the applicable conditions specified in Section 4.2 is not then satisfied, in each case, other
than as a result of a Protective Advance, then, subject to the terms and conditions this Agreement, the Swing Loan Lender may, on the
date of such proposed Borrowing specified in such Swing Loan Request, make the amount of its Swing Loan available to the Borrower as promptly
as reasonably practicable either by (i) crediting the account of the Borrower on the books of the Swing Loan Lender with the amount
of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable
to) the Swing Loan Lender by the Borrower.


 


(c)            The
Swing Loan Lender may demand at any time (and shall demand, not less frequently than weekly unless such Swing Loan is repaid in accordance
with Section 2.3(a) hereof), that each Revolving Credit Lender pay to the Administrative Agent, for the account of the
Swing Loan Lender, in the manner provided in clause (d) below, such Revolving Credit Lender’s Ratable Portion (determined
without regard to any separate Class or Classes of Revolving Credit Commitment of any Lender) of all or a portion of the outstanding
Swing Loans, which demand shall be made through the Administrative Agent, shall be in writing and shall specify the outstanding principal
amount of Swing Loans demanded to be paid.


 






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(d)            The
Administrative Agent shall forward each demand referred to in clause (c) above to each Revolving Credit Lender on the
day such notice or such demand is received by the Administrative Agent (except that any such notice or demand received by the Administrative
Agent after 2:00 p.m. on any Business Day or any such notice or demand received on a day that is not a Business Day shall not
be required to be forwarded to the Revolving Credit Lenders by the Administrative Agent until the next succeeding Business Day), together
with a statement prepared by the Administrative Agent specifying the amount of each Revolving Credit Lender’s Revolving Commitment
Percentage of the aggregate principal amount of the Swing Loans stated to be outstanding in such notice or demanded to be paid pursuant
to such demand. Any such request shall be deemed to be a request, on behalf of the Borrower (each of whom hereby irrevocably authorize
the Swing Loan Lender to so request on its behalf), that each Revolving Credit Lender make Revolving Loan that is a Base Rate Loan in
an amount equal to such Revolving Credit Lender’s Revolving Credit Percentage (determined without regard to any separate Class or
Classes of Revolving Credit Commitments of any Lender) of the amount of Swing Loans then outstanding for the account of the Borrower.
  Such request shall be made in writing (which written request shall be deemed to be a Notice of Borrowing for purposes hereof) and
in accordance with the requirements of Section 2.1(a), without regard to the minimum and multiples specified therein for the
principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth
in Section 4.2 (other than delivery of a Notice of Borrowing). Each Revolving Credit Lender shall, before 11:00 a.m. on
the Business Day next succeeding the date of such Revolving Credit Lender’s receipt of such notice or demand, make available to
the Administrative Agent, in Dollars and in Same Day Funds, for the account of the Swing Loan Lender, the amount specified in such statement.
Upon such payment by a Revolving Credit Lender, such Revolving Credit Lender shall, except as provided in clause (e) below,
be deemed to have made a Revolving Loan to the Borrower in the amount of such payment. The Administrative Agent shall use such funds to
repay the Swing Loans to the Swing Loan Lender.


 


(e)            If
for any reason any Swing Loan cannot be refinanced by such a Borrowing in accordance with Section 2.3(d) above, the request
for Base Rate Loans submitted by the Swing Loan Lender as set forth herein shall be deemed to be a request by the Swing Loan Lender that
each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Loan and each Revolving Credit Lender’s payment
to the Administrative Agent for the account of the Swing Loan Lender pursuant to Section 2.3(d) shall be deemed payment
in respect of such participation. If all or part of such amount is not in fact made available by such Revolving Credit Lender to the Swing
Loan Lender on such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on demand from such Revolving Credit
Lender together with interest accrued thereon for the period from the date such payment is required to the date on which such payment
is immediately available to the Swing Loan Lender a rate per annum equal to the applicable Overnight Rate from time to time, plus
any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such
Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s
Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swing Loan, as the case may be. A certificate
of the Swing Loan Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (e) shall be prima facie evidence thereof absent manifest error.


 






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(f)            Each
Revolving Credit Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Loans pursuant
to this Section 2.3 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Loan Lender, the Borrower or any
other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, (iii) the Class of any such Loans
or (iv) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however,
that each Lender’s obligation to make Revolving Loans pursuant to Section 2.4(d) is subject to the conditions set
forth in Section 4.2 (other than delivery of a Notice of Borrowing).  No such funding of risk participations shall relieve
or otherwise impair the obligation of the Borrower to repay Swing Loans made for the Borrower’s account, together with interest
as provided herein.


 


(g)            At
any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Loan, if the Swing Loan Lender receives
any payment on account of such Swing Loan, the Swing Loan Lender will distribute to such Revolving Credit Lender its Revolving Credit
Percentage (determined without regard to any separate Class or Classes of Revolving Credit Commitments of any Lender) thereof in
the same funds as those received by the Swing Loan Lender.


 


(h)            If
any payment received by the Swing Loan Lender in respect of principal or interest on any Swing Loan is required to be returned by the
Swing Loan Lender under any of the circumstances described in Section 12.14 (including pursuant to any settlement entered
into by the Swing Loan Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Loan Lender its Revolving Credit
Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such
amount is returned, at a rate per annum equal to the applicable Overnight Rate.  The Administrative Agent will make such demand
upon the request of the Swing Loan Lender.  The obligations of the Revolving Credit Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement.


 


(i)            The
Swing Loan Lender shall be responsible for invoicing the Borrower for interest on the Swing Loans.  Until each Revolving Credit Lender
funds its Base Rate Loan or risk participation pursuant to this Section 2.3 to refinance such Revolving Credit Lender’s
Revolving Credit Percentage of any Swing Loan, interest in respect of such Revolving Credit Percentage of such Lender shall be solely
for the account of the Swing Loan Lender.


 


(j)            The
Borrower shall make all payments with respect to Swing Loans directly to the Administrative Agent for the benefit of the Swing Loan Lender.


 






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SECTION 2.4     Letters
of Credit.


 


(a)            Subject
to the terms and subject to the conditions contained in this Agreement, and in reliance upon the agreements of the Revolving Credit Lenders
set forth in this Section 2.4, each Issuer agrees to Issue at the request of the Borrower, for the account of the Borrower,
Holdings or a Restricted Subsidiary (provided that any Letter of Credit issued for the benefit of Holdings or any Restricted Subsidiary
that is not the Borrower shall be issued naming the Borrower as the account party on any such Letter of Credit but such Letter of Credit
may contain a statement that it is being issued for the benefit of Holdings or such Restricted Subsidiary), one or more Letters of Credit
denominated in Dollars from time to time on any Business Day during the period commencing on the Closing Date and ending on the Letter
of Credit Expiration Date; provided that after giving effect to any Issuance with respect to any Letter of Credit, (x) each
of the applicable Credit Extension Conditions shall be satisfied, and (y) the outstanding amount of all Letter of Credit Obligations
shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the Issuance of a Letter of Credit shall be deemed to
be a representation by the Borrower that the Issuance so requested complies with the conditions set forth in the proviso to the preceding
sentence. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuer shall be obligated to Issue any Letter
of Credit if, immediately after giving effect thereto, the outstanding Letter of Credit Obligations in respect of all Letters of Credit
Issued by such Issuer would exceed such Person’s Issuer Sublimit. Within the foregoing limits, and subject to the terms and conditions
hereof, the Borrower, Holdings, and their Restricted Subsidiaries’ ability to obtain Letters of Credit (as provided herein) shall
be fully revolving, and accordingly Holdings, the Borrower and their Restricted Subsidiaries may, during the foregoing period, obtain
Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed in accordance with the terms
hereof. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall
be subject to and governed by the terms and conditions hereof.


 


(i)            No
Issuer shall be under any obligation to issue any Letter of Credit if:


 


(A)            any
order, judgment or decree of any Governmental Authority or arbitrator having binding powers shall purport by its terms to enjoin or restrain
such Issuer from Issuing such Letter of Credit or any Law applicable to such Issuer or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over such Issuer shall prohibit, or request that such Issuer refrain
from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuer with respect
to such Letter of Credit any restriction or reserve or capital requirement (for which such Issuer is not otherwise compensated) not in
effect on the Closing Date or result in any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuer
as of the Closing Date and that such Issuer in good faith deems material to it (for which such Issuer is not otherwise compensated);


 


(B)            the
issuance of such Letter of Credit would violate one or more policies of the Issuer applicable to letters of credit generally;


 






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(C)            except
as otherwise agreed by the Administrative Agent and the applicable Issuer, the Letter of Credit is (x) a Documentary Letter of Credit
or (y) in an initial Stated Amount of less than the Dollar Equivalent of $5,000, in the case of a Documentary Letter of Credit, or
the Dollar Equivalent of $5,000, in the case of a Standby Letter of Credit;


  


(D)            (1) such
Letter of Credit is requested to be denominated in any currency other than Dollars, except as may be approved by the Administrative Agent
and such Issuer, each in its sole reasonable discretion, or (2) such Issuer does not as of the requested Issuance date issue letters
of credit in the requested currency;


 


(E)            the
Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder;


 


(F)            any
Revolving Credit Lender is at that time a Defaulting Lender, unless (i) after giving effect to the requested Issuance, there would
exist no Fronting Exposure (in the good faith determination of the applicable Issuer) or (ii) the applicable Issuer has entered into
arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Issuer (in its reasonable discretion) with the
Borrower or such Lender to eliminate such Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv))
with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or any other Letter of Credit
Obligations as to which such Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.


 


(ii)            No
Issuer shall issue any Letter of Credit if (A) the expiration date of (1) any Documentary Letter of Credit is more than 210
days after the date of issuance thereof, or (2) any Standby Letter of Credit is more than one (1) year after the date of issuance
thereof, provided, however, that any Standby Letter of Credit with a term less than or equal to one (1) year may provide
for the renewal thereof for additional periods less than or equal to one (1) year, as long as, on or before the expiration of each
such term and each such period, the Borrower and the Issuer of such Standby Letter of Credit shall have the option to prevent such renewal
or (B) the expiration date of any Letter of Credit is later than the Letter of Credit Expiration Date, unless the applicable Issuer
and the Administrative Agent have approved such expiry date, provided further that, for any Letter of Credit having an expiration
date after the Letter of Credit Expiration Date, the Borrower agrees to deliver to the Administrative Agent on or prior to such Letter
of Credit Expiration Date a letter of credit or letters of credit in form and substance reasonably acceptable to the Issuer and the Administrative
Agent issued by a bank acceptable to the Issuer and the Administrative Agent, in each case in their sole discretion, and/or cash collateral
in an amount equal to 101% of the Stated Amount of any such Letter of Credit.


 






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(iii)            The
Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to
Issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not
accept the proposed amendment to the Letter of Credit.


  


(iv)            The
Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and the Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article XI
with respect to any acts taken or omissions suffered by the Issuer in connection with Letters of Credit Issued by it or proposed to be
Issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used
in Article XI included the Issuer with respect to such acts or omissions, and (B) as additionally provided herein with
respect to the Issuer.


 


(b)            Each
Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable Issuer
(with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by
electronic transmission using the system provided by the applicable Issuer, by personal delivery or by any other means acceptable to
the applicable Issuer. Such Letter of Credit Application must be received by such Issuer and the Administrative Agent not later than
12:00 noon at least two (2) Business Days (or such later date and time as the Administrative Agent and such Issuer may agree in
a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the
case of a request for an initial Issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably
satisfactory to the applicable Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business
Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof;
(E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate
to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit;
and (H) such other matters as such Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter
of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable Issuer (1) the
Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature
of the proposed amendment; and (4) such other matters as such Issuer may reasonably request. Additionally, the Borrower shall
furnish to the applicable Issuer and the Administrative Agent such other documents and information pertaining to such requested Issuance
of a Letter of Credit, including any Issuer Documents, as such Issuer or the Administrative Agent may reasonably require.


 


(c)            Promptly
after receipt of any Letter of Credit Application, the applicable Issuer will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C
Issuer will provide the Administrative Agent with a copy thereof. Unless the applicable Issuer has received written notice from the Requisite
Lenders, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of
the applicable Letter of Credit, that one or more of the conditions precedent contained in Section 4.2 or clause (a) above
are not on such date satisfied, then, subject to the terms and conditions hereof, such Issuer shall, on the requested date, Issue
a Letter of Credit for the account of the Borrower (or Holdings or the applicable Restricted Subsidiary) or enter into the applicable
amendment, as the case may be, in each case in accordance with such Issuer’s usual and customary business practices. No Issuer shall
otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 4.2 have been
satisfied in connection with the Issuance of any Letter of Credit.


 



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(d)            Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary
thereof, the applicable Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter
of Credit or amendment.


 


(e)            Immediately
upon the issuance by an Issuer of a Letter of Credit in accordance with the terms and conditions of this Agreement, such Issuer shall
be deemed to have sold and transferred to each Revolving Credit Lender, and each Revolving Credit Lender shall be deemed irrevocably and
unconditionally to have purchased and received from such Issuer, without recourse or warranty, an undivided interest and participation,
to the extent of such Revolving Credit Lender’s Revolving Credit Percentage (determined without regard to any separate Class or
Classes of Revolving Credit Commitments of any Lender), in such Letter of Credit and the obligations of the Borrower with respect thereto
(including all Letter of Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto.


 


(f)            (i) Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Issuer shall
notify the Borrower and the Administrative Agent thereof; provided that any failure to give or delay in giving such notice shall
not relieve the Borrower of its obligation to reimburse such Issuer and the Lenders with respect to any drawing under any Letter of Credit.
If the Borrower shall have received such notice from the applicable Issuer on or prior to 12:00 p.m. on any Business Day, the immediately
following Business Day, or, if the Borrower shall have received such notice later than 12:00 p.m. on any Business Day, the second
Business Day following such request (each such Business Day, as the case may be, an “Reimbursement Date”), the Borrower
shall reimburse such Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency.
If the Borrower fails to so reimburse such Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender
of the Reimbursement Date, the amount of the Reimbursement Obligations with respect to such Letter of Credit, and the amount of such Revolving
Credit Lender’s Revolving Credit Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of
Revolving Loans consisting of Base Rate Loans to be disbursed on the Reimbursement Date in an amount equal to the Reimbursement Obligation,
without regard to the minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject
to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.2 (other
than the delivery of a Notice of Borrowing). Any notice given by any Issuer or the Administrative Agent pursuant to this Section 2.4(f)(i) may
be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect
the conclusiveness or binding effect of such notice.


 






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(ii)            Each
Revolving Credit Lender shall upon any notice pursuant to Section 2.4(f)(i) make funds available (and the Administrative
Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuer, in Dollars, at the Administrative
Agent’s Office for Dollar-denominated payments in an amount equal to its Revolving Commitment Percentage (determined without regard
to any separate Class or Classes of Revolving Credit Commitments of any Lender) of the applicable Reimbursement Obligations not later
than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of
Section 2.4(f)(iii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan
to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Issuer in Dollars.


  


(iii)            With
respect to any applicable Reimbursement Obligations that is not fully refinanced by a Borrowing of Revolving Loans because the conditions
set forth in Section 4.2 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the
applicable Issuer a Letter of Credit Borrowing in the amount of the applicable Reimbursement Obligations that is not so refinanced, which
Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In
such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicable Issuer pursuant
to Section 2.4(f)(ii) shall be deemed payment in respect of its participation in such Letter of Credit Borrowing and
shall constitute a payment from such Lender in satisfaction of its participation obligation under this Section 2.4.


 


(iv)            Until
each Revolving Credit Lender funds its Revolving Loan or payment in respect of its participation interest pursuant to this Section 2.4(f) to
reimburse the applicable Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Revolving
Commitment Percentage of such amount shall be solely for the account of such Issuer.


 


(v)            Each
Revolving Credit Lender’s obligation to make Revolving Loans or payment in respect of its participation interest to reimburse each
Issuer for amounts drawn under Letters of Credit of such Issuer, as contemplated by this Section 2.4(f), shall be absolute
and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other
right which such Lender may have against the applicable Issuer, any Loan Party or any other Person for any reason whatsoever; (B) the
occurrence or continuance of a Default, (C) any existing Class of Revolving Credit Commitments or (D) any other occurrence,
event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s
obligation to make Revolving Loans pursuant to this Section 2.4(f) is subject to the conditions set forth in Section 4.2
(other than delivery by the Borrower of a Notice of Borrowing). No such payment in respect of its participation interest shall relieve
or otherwise impair the obligation of the Borrower to reimburse the applicable Issuer for the amount of any payment made by such Issuer
under any Letter of Credit, together with interest as provided herein.


 






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(vi)            If
any Revolving Credit Lender fails to make available to the Administrative Agent for the account of any Issuer any amount required to be
paid by such Lender pursuant to the foregoing provisions of this Section 2.4(f) by the time specified in Section 2.4(f)(ii),
then, without limiting the other provisions of this Agreement, the applicable Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required
to the date on which such payment is immediately available to the applicable Issuer at a rate per annum equal to the applicable Overnight
Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by such Issuer in connection
with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute
such Lender’s Revolving Loan included in the relevant Borrowing or payment in respect of its participation interest in respect of
the relevant Letter of Credit Borrowing, as the case may be. A certificate of any Issuer submitted to any Revolving Credit Lender (through
the Administrative Agent) with respect to any amounts owing under this Section 2.4(f)(vi) shall be prima facie
evidence thereof absent manifest error.


 


(g)            (i) At
any time after any Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s
participation interest in respect of such payment in accordance with Section 2.4(f), if the Administrative Agent receives
for the account of the applicable Issuer any payment in respect of the related Reimbursement Obligation or interest thereon (whether directly
from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Revolving Commitment Percentage thereof in Dollars and in the same funds as those received by
the Administrative Agent.


 


(ii)            If
any payment received by the Administrative Agent for the account of the applicable Issuer pursuant to Section 2.4(f)(i) is
required to be returned under any of the circumstances described in Section 12.14 (including pursuant to any settlement entered
into by such Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of such Issuer
its Revolving Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time
in effect. The obligations of the Revolving Credit Lenders under this clause shall survive the payment in full of the Obligations and
the termination of this Agreement.


 


(h)            The
Borrower’s obligations to pay each Reimbursement Obligation and the obligations of the Revolving Credit Lenders to make payments
to the Administrative Agent for the account of the Issuers with respect to Letters of Credit shall be absolute, unconditional and irrevocable
and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever and irrespective
of any of the following:


 






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(i)            any
lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;


 


(ii)            any
amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;


 


(iii)            the
existence of any claim, set-off, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with,
the Borrower, Holdings, any Restricted Subsidiary or other Affiliate thereof or any other Person may at any time have against the beneficiary
under any Letter of Credit or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee
may be acting), any Issuer, the Administrative Agent or any Lender or any other Person, whether in connection with this Agreement, any
other Loan Document or any other related or unrelated agreement or transaction;


 


(iv)            any
draft, demand, certificate or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any respect, or any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under such Letter of Credit;


 


(v)            payment
by the Issuer under a Letter of Credit against presentation of a draft or other document that does not strictly comply, but that does
substantially comply, with the terms of such Letter of Credit; or any payment made by an Issuer under such Letter of Credit to any Person
purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative
of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding
under any Debtor Relief Law;


 


(vi)            any
other act or omission to act or delay of any kind of any Issuer, the Lenders, the Administrative Agent or any other Person or any other
event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.4,
constitute a legal or equitable discharge of the Borrower’s obligations hereunder;


 


(vii)            the
fact that any Default or Event of Default shall have occurred and be continuing;


 


(viii)            waiver
by the applicable Issuer of any requirement that exists for such Issuer’s protection and not the protection of the Borrower or any
waiver by the applicable Issuer which does not in fact materially prejudice the Borrower;


 


(ix)            honor
of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft; or


 






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(x)            any
payment made by the applicable Issuer in respect of an otherwise complying item presented after the date specified as the expiration date
of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC,
the ISP or the UCP, as applicable.


  


The Borrower shall promptly
examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance
with any of the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable Issuer. The Borrower
shall be conclusively deemed to have waived any such claim against the applicable Issuer and its correspondents unless such notice is
given as aforesaid.


 


(i)            Each
Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no Issuer shall have any responsibility to obtain
any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire
as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of
the Issuers, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any
Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval
of the Revolving Credit Lenders, the Requisite Lenders or the Requisite Lenders, as applicable; (ii) any action taken or omitted
in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability
of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower pursuing such rights and remedies as it may have against the beneficiary
or transferee at law or under any other agreement. None of the Issuers, the Administrative Agent, any of their respective Related Parties
nor any correspondent, participant or assignee of any Issuer shall be liable or responsible for any of the matters described in Section 2.4(h);
provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against
the applicable Issuer, and such Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed
to consequential, special, indirect, punitive or exemplary, damages suffered by the Borrower which the Borrower proves were caused by
such Issuer’s willful misconduct or gross negligence or such Issuer’s willful failure to pay under any letter of Credit after
the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of
a Letter of Credit, in each case, by obtaining a final and nonappealable judgment in the Borrower’s favor by a court of competent
jurisdiction. In furtherance and not in limitation of the foregoing, each Issuer may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and no Issuer shall
be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter
of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective
for any reason. Any Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide
Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable
means of communicating with a beneficiary.


 






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(j)            Unless
otherwise expressly agreed by the relevant Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable
to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each Standby Letter of Credit, and (ii) the rules of
the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time
of issuance, shall apply to each Documentary Letter of Credit. Notwithstanding the foregoing, no Issuer shall be responsible to the Borrower
for, and each Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such Issuer
required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement,
including the Law or any order of a jurisdiction where such Issuer or the beneficiary is located, the practice stated in the ISP or UCP,
as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association
for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law &
Practice, whether or not any Letter of Credit chooses such law or practice.


  


(k)            In
the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.


 


(l)            Notwithstanding
that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, Holdings or a Restricted
Subsidiary, the Borrower shall be obligated to reimburse each Issuer hereunder for any and all drawings under each Letter of Credit issued
by such Issuer. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Holdings or a Restricted Subsidiary
inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of Holdings
and such Restricted Subsidiaries.


 


(m)            At
the end of each week (or at such other intervals as the Administrative Agent and the applicable Issuer shall agree), each Issuer shall
provide to the Administrative Agent a schedule of the Letters of Credit issued by it, in form and substance reasonably satisfactory to
the Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount and currency,
the expiration date, and the reference number of any Letter of Credit outstanding at any time during such month, showing the aggregate
amount (if any) payable by the Borrower to such Issuer and such other information as the Administrative Agent shall reasonably request
as to the Letters of Credit issued by such Issuer.


 


(n)            Any
Issuer may resign as an Issuer upon sixty (60) days’ prior written notice to the Administrative Agent, the Lenders and the Borrower,
provided that no such resignation shall become effective unless as of the date of such resignation, the remaining Issuers have
aggregate Issuer Sublimits at least equal to the Letter of Credit Sublimit. Any Issuer may be replaced at any time by written agreement
among the Borrower, the Administrative Agent, the Issuer being replaced (provided that no consent will be required if the Issuer being
replaced has no Letters of Credit or Reimbursement Obligations with respect thereto outstanding) and the successor Issuer. The Administrative
Agent shall notify the Lenders of any such replacement of an Issuer. At the time any such replacement or resignation shall become effective,
the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuer. From and after the effective date of any such
replacement or resignation, (i) any successor Issuer shall have all the rights and obligations of an Issuer under this Agreement
with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuer” shall be deemed
to refer to such successor or to any previous Issuer, or to such successor and all previous Issuers, as the context shall require. After
the replacement or resignation of an Issuer hereunder, the replaced or resigning Issuer shall remain a party hereto to the extent that
Letters of Credit Issued by it remain outstanding and shall continue to have all the rights and obligations of an Issuer under this Agreement
with respect to Letters of Credit issued by it prior to such replacement or resignation, but shall not be required to issue additional
Letters of Credit.


 






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(o)            One
or more Revolving Credit Lenders (other than a Defaulting Lender) selected by the Borrower (and reasonably acceptable to the Administrative
Agent) may agree to act as an additional Issuer hereunder pursuant to a written agreement in form and substance reasonably satisfactory
to the Administrative Agent, among the Borrower, the Administrative Agent and such Revolving Credit Lender and upon execution of such
written agreement such Revolving Credit Lender shall be an “Issuer” for all purposes of the Loan Documents. The Administrative
Agent shall notify the Revolving Credit Lenders of any such additional Issuer.


 


SECTION 2.5     Reduction
and Termination of the Revolving Credit Commitments.


 


(a)            The
Borrower may, upon at least three (3) Business Days’ prior notice to the Administrative Agent, terminate in whole or reduce
in part ratably (across each Class of Revolving Credit Commitments) the unused portions of the Revolving Credit Commitments of the
Lenders without premium or penalty other than any amount required to be paid by the Borrower pursuant to Section 3.6; provided,
however, that each partial reduction shall be in an aggregate amount of not less than $1,000,000 or an integral multiple of $500,000
in excess thereof. Except as set forth in the following sentence, each such notice of reduction or termination shall be irrevocable when
given. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments
if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise
shall be delayed.


 


(b)            If
after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.5, the Letter of
Credit Sublimit or the Swing Loan Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing
Loan Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.


 


(c)            The
Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Loan Sublimit,
or the Revolving Credit Commitment under this Section 2.5.  Upon any reduction of the Revolving Credit Commitments, the
Revolving Credit Commitment of each Revolving Credit Lender shall be reduced on a pro rata basis across all Classes of Revolving
Credit Commitments by such Lender’s Revolving Credit Percentage of such reduction amount.  All fees in respect of the Revolving
Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date
of such termination.


 






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SECTION 2.6     Repayment
of Loans.


  


(a)            Revolving
Credit Facility. The Borrower promises to repay to the Administrative Agent for the ratable account of each Appropriate Lender under
the Revolving Credit Facility the aggregate unpaid principal amount of all Revolving Loans and Letter of Credit Borrowings on the Revolving
Credit Termination Date applicable to the related Class of Revolving Credit Commitments, or earlier (it being understood and agreed
that, subject to the other terms and conditions hereof, the Borrower may make Borrowings of Revolving Loans under any remaining Revolving
Credit Commitments of any other Class to effect such repayment), if otherwise required by the terms hereof.


 


(b)            Swing
Loans.  The Borrower shall repay all Swing Loans on the earlier to occur of (i) the date seven Business Days after such
Loan is made and (ii) the Latest Maturity Date for any Class of Revolving Credit Commitments maintained by the Swing Loan Lender
(in its capacity as a Revolving Credit Lender).


 


(c)            Reallocation
of Ratable Portion and Pro Rata Share after Maturity.  Upon the occurrence of the Revolving Credit Termination Date for any
applicable Class of Revolving Credit Loans, the relevant Ratable Portions and Pro Rata Shares with respect to each remaining Classes
of Revolving Credit Commitments shall be readjusted without any further action or consent of any other party (calculated without regard
to the Class of Revolving Credit Commitments as to which the Revolving Credit Termination Date, has occurred), to reflect the expiration
of the Revolving Credit Commitments as to which the Revolving Credit Termination Date has occurred.


 


SECTION 2.7     Evidence
of Indebtedness.


 


(a)            The
Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and maintained by the Administrative
Agent, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender
shall be prima facie evidence absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest
and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of
the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of demonstrable error.


 


(b)            The
entries made in the Register and in the accounts therein maintained pursuant to clause (a) above and Section 12.2
shall, to the extent permitted by applicable Law, be prima facie evidence of the existence and amounts of the obligations recorded
therein; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any
error therein shall not in any manner affect the obligations of the Borrower to repay the Loans or perform any of its obligations hereunder
or under any other Loan Documents in accordance with their terms. In addition, the Loan Parties, the Administrative Agent, the Lenders
and the Issuers shall treat each Person whose name is recorded in the Register as a Lender or as an Issuer, as applicable, for all purposes
of this Agreement. Information contained in the Register with respect to any Lender or Issuer shall be available for inspection by the
Borrower, the Administrative Agent, such Lender or such Issuer at any reasonable time and from time to time upon reasonable prior notice.


 






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(c)            Notwithstanding
any other provision of the Agreement, in the event that any Lender requests that the Borrower execute and deliver a promissory note or
notes payable to such Lender in order to evidence the Indebtedness owing to such Lender by the Borrower hereunder, the Borrower shall
promptly execute and deliver one or more Revolving Credit Notes to such Lender evidencing the Loans of such Lender, substantially in the
form of Exhibit B. Each Lender may attach schedules to its Revolving Credit Notes and endorse thereon the date, Type (if applicable),
amount, currency and maturity of its applicable Loans and payments with respect thereto; provided that the failure to do so shall
in no way affect the obligations of the Borrower or any other Loan Party under any Loan Document.


 


SECTION 2.8     Optional
Prepayments.


 


(a)            Subject
to Section 2.8(b), the Borrower may, upon notice from the Borrower to the Administrative Agent, prepay the outstanding principal
amount of the Loans and Swing Loans in whole or in part at any time without premium or penalty (without a reduction in the Revolving Credit
Commitments, in the case of any such prepayment of Revolving Loans); provided, however, that if any prepayment of any SOFR
Rate Loan is made by the Borrower other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any amount
owing pursuant to Section 3.6. Each such notice of prepayment must be received by (i) 1:00 p.m. on the date of such
prepayment, in the case of a prepayment of Base Rate Loans (including Swing Loans) and (ii) 11:00 a.m. three (3) Business
Days prior to the date of such prepayment, in the case of a prepayment of SOFR Rate Loans. Each such optional prepayment of Base Rate
Loans, or SOFR Rate Loans denominated in Dollars shall, in each case, be in an aggregate amount of not less than $500,000 or an integral
multiple of $100,000 in excess thereof;


 


(b)            Each
prepayment of the Revolving Credit Facility shall be applied to outstanding amount of Loans under such Facility, ratably across each Class of
Loans.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if
SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate
Lender of its receipt of each such notice, and of the amount of such Lender’s Ratable Portion of such prepayment. If such notice
is given by a Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable
on the date specified therein.


 


SECTION 2.9     Mandatory
Prepayments.


 


(a)            In
the event and on each date the Dollar Equivalent of the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate
Revolving Loan Cap (other than as a result of a Protective Advance permitted pursuant to Section 2.1(a)(ii)), the Borrower
shall, upon notification by the Administrative Agent, prepay an amount equal to such excess which shall be applied as follows: first,
to prepay the Swing Loans until paid in full, second, to prepay the Revolving Loans until paid in full (without a reduction in
the Revolving Credit Commitments), and third, to the extent of any remaining excess, to Cash Collateralize the Letter of Credit
Obligations in the manner set forth in Section 10.5 in an amount equal to 101% of such excess; provided that, in the
event any such prepayment requirement arises as a result of fluctuations in currency exchange rates, such prepayment shall be made by
the Borrower within one (1) Business Day after the Administrative Agent notifies the Borrower thereof.


 






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(b)            If
(x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in the occurrence of a
Cash Dominion Period, any Loan Party or any of its Restricted Subsidiaries receives any Net Cash Proceeds arising from any Disposition
in respect of any Current Asset Collateral outside of the ordinary course of business, subject to the Intercreditor Agreement, the Borrower
shall promptly (but in any event within five (5) Business Days of such receipt) prepay the Loans and Cash Collateralize Letters of
Credit (in an amount equal to up to 101% of the aggregate Stated Amount of such Letters of Credit) in accordance with Section 2.9(d),
(i) in the case of clause (x) above, in amount equal to 100% of such Net Cash Proceeds arising from any such Disposition,
and (ii) in the case of clause (y) above, in an amount equal to the amount required to prevent a Cash Dominion Period
from occurring.


 


(c)            Subject
to Section 3.6, all such payments in respect of the Loans pursuant to this Section 2.9 shall be without premium
or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.9 shall be paid, or
may be charged by the Administrative Agent to any loan account(s) of the Borrower, at the Administrative Agent’s option, on
the date of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrower to the
bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m.


 


(d)            All
amounts received pursuant to Section 2.9(b) and, at all times after the occurrence and during the continuance of a Cash
Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 10.3),
on each Business Day, at or before 3:00 p.m., all Same Day Funds credited to any Concentration Account shall, in each case, be applied
by the Administrative Agent in the following order: first, to prepay the Swing Loans until paid in full, second, to prepay
the Revolving Loans until paid in full (without a reduction in the Revolving Credit Commitments), and third, to Cash Collateralize
the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to 101%.


 


SECTION 2.10     Interest.


 


(a)            Rate
of Interest. All Loans and the outstanding amount of all other Obligations owing under the Loan Documents shall bear interest, in
the case of any Class of Loans, on the unpaid principal amount thereof from the date such Loans are made and, in the case of such
other Obligations, from the date such other Obligations are due and payable until, in all cases, paid in full, except as otherwise provided
in clause (c) below, as follows:


 


(i)            if
a Base Rate Loan that is a Revolving Loan or such other Obligation in respect of the Revolving Credit Facility (other than a SOFR Rate
Loan), at a rate per annum equal to the sum of (A) the Base Rate as in effect from time to time and (B) the Applicable Margin
for Base Rate Loans that are Revolving Loans; and


 






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(ii)            if
a SOFR Rate Loan that is a Revolving Loan, at a rate per annum equal to the sum of (A) Term SOFR determined for the applicable Interest
Period and (B) the Applicable Margin for SOFR Rate Loans that are Revolving Loans in effect from time to time during such Interest
Period.


  


(b)            Interest
Payments. (i) Interest accrued on each Base Rate Loan (including Swing Loans) shall be payable in arrears (A) on the first
calendar day of each February, May, August and November, commencing on the first such day following the making of such Base Rate
Loan and (B) if not previously paid in full, at maturity (whether by acceleration or otherwise) of such Base Rate Loan, (ii) interest
accrued on each SOFR Rate Loan shall be payable in arrears (A) on the last day of each Interest Period applicable to such Loan and,
if such Interest Period has a duration of more than three (3) months, on each date during such Interest Period occurring every three
(3) months from the first day of such Interest Period, (B) upon the payment or prepayment thereof in full or in part and (C) if
not previously paid in full, at maturity (whether by acceleration or otherwise) of such SOFR Rate Loan and (iii) interest accrued
on the amount of all other Obligations shall be payable on demand from and after the time such Obligation becomes due and payable (whether
by acceleration or otherwise).


 


(c)            Default
Interest. The Borrower shall pay interest on past due amounts hereunder (whether arising by acceleration or otherwise) 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.


 


SECTION 2.11     Conversions
and Continuations of Loans.


 


(a)            The
Borrower may elect (i) at any time on any Business Day, to convert Base Rate Loans (other than Swing Loans) or any portion thereof
to SOFR Rate Loans denominated in Dollars and (ii) at the end of any applicable Interest Period, to convert SOFR Rate Loans or any
portion thereof to Base Rate Loans, or (iii) or to continue SOFR Rate Loans or any portion thereof for an additional Interest Period.
Each conversion to or continuation of SOFR Rate Loans shall, in each case, be in an aggregate amount of not less than $1,000,000 or an
integral multiple of $500,000 in excess thereof. Each conversion of Loans from one Type to the other, and each continuation of SOFR Rate
Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone
or (B) an Interest Election Request; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative
Agent of an Interest Election Request. Each such Interest Election Request must be received by the Administrative Agent not later than
11:00 a.m. three (3) Business Days prior to the date of the proposed conversion or continuation, in the case of (i) a conversion
to or continuation of SOFR Rate Loans, or (ii) a conversion of SOFR Rate Loans to Base Rate Loans; provided, however,
that if the Borrower wishes to request a conversion to or continuation of SOFR Rate Loans having an Interest Period other than one, three
or six months in duration as provided in the definition of “Interest Period” the applicable Interest Election Request must
be received by the Administrative Agent not later than 11:00 a.m. four (4) Business Days prior to the requested date of the
proposed conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine
whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three (3) Business Days prior to the
requested date of such conversion or continuation of SOFR Rate Loans, the Administrative Agent shall notify the Borrower (which notice
may be by telephone) whether or not the requested Interest Period has been consented to by all Lenders and the Administrative Agent. Each
Interest Election Request shall specify (A) whether the Borrower is requesting a conversion of Loans from one Type to the other,
or a continuation of SOFR Rate Loans, (B) the date of such proposed continuation or conversion, which shall be a Business Day, (C) the
aggregate amount of Loans to be continued or converted and (D) in the case of a conversion to or a continuation of SOFR Rate Loans,
the duration of the requested Interest Period. The Administrative Agent shall promptly notify each Appropriate Lender of its receipt of
an Interest Election Request and of the options selected therein. Each conversion or continuation shall be allocated ratably among the
Revolving Loans (without regard to any separate Class or Classes of Loans or Commitments of any Lender) of each applicable Lender.
If, within the time period required under the terms of this Section 2.11, the Administrative Agent does not receive an Interest
Election Request from the Borrower containing a permitted election to continue any SOFR Rate Loans for an additional Interest Period or
to convert any such Loans, then, upon the expiration of the applicable Interest Period, such Loans shall be automatically converted to
Base Rate Loans.


 


 



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(b)            Except
as otherwise provided herein, a SOFR Rate Loan may be continued or converted only on the last day of an Interest Period for such SOFR
Rate Loan. Notwithstanding the foregoing, at any time at which an Event of Default shall have occurred and be continuing, the Administrative
Agent or the Requisite Lenders may require, by notice to the Borrower, that no conversion in whole or in part of Base Rate Loans to SOFR
Rate Loans shall be permitted.


 


SECTION 2.12     Fees.


 


(a)            Unused
Commitment Fee. The Borrower agrees to pay in Same Day Funds in Dollars to the Administrative Agent for the account of each Revolving
Credit Lender a commitment fee (the “Unused Commitment Fee”) on the average daily amount by which the Revolving Credit
Commitment of such Revolving Credit Lender exceeds such Revolving Credit Lender’s Revolving Commitment Percentage of the sum of
(i) the aggregate outstanding principal amount of Revolving Loans, and (ii) the outstanding amount of the aggregate Letter of
Credit Undrawn Amounts, from the Closing Date through the Revolving Credit Termination Date, at the Unused Commitment Fee Rate, payable
in arrears (x) on the first calendar day of each February, May, August and November, commencing with the first such date following
the Closing Date and (y) on the Revolving Credit Termination Date applicable to a Class of Revolving Credit Commitments, subject
to adjustment as provided in Section 2.16(iv). For the avoidance of doubt, for purposes of calculating the Unused Commitment
Fee, any Swing Loans outstanding shall not be counted towards or considered usage of the Revolving Credit Commitments of any Lender.


 


(b)            Fronting
Fees and Letter of Credit Fees. The Borrower agrees to pay the following amounts with respect to Letters of Credit issued by any Issuer:


 


(i)            to
each Issuer, with respect to each Letter of Credit issued by such Issuer, an issuance fee accruing in Dollars equal to 0.125% per
annum of the Dollar Equivalent of the average daily maximum undrawn face amount of such Letter of Credit for the immediately
preceding calendar quarter (or portion thereof), payable in arrears (A) on the first calendar day of each February, May,
August and November, commencing on the first such date following the issuance of such Letter of Credit and (B) on the
Revolving Credit Termination Date;


 






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(ii)            to
the Administrative Agent for the ratable benefit of the Revolving Credit Lenders, with respect to each Letter of Credit, a fee accruing
in Dollars at a rate per annum equal to (x) in the case of each Standby Letter of Credit, the Applicable Margin for Standby Letters
of Credit and (y) in the case of each Documentary Letter of Credit, the Applicable Margin for Documentary Letters of Credit (each
such fee, a “Letter of Credit Fee”), in each case multiplied by the Dollar Equivalent of the daily Stated Amount of
such Letter of Credit for the immediately preceding calendar quarter (or portion thereof), payable in arrears (A) on the first calendar
day of each February, May, August and November, commencing on the first such date following the issuance of such Letter of Credit
and (B) on the Revolving Credit Termination Date; provided, however, that any Letter of Credit Fees otherwise payable
for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral
satisfactory to the applicable Issuer pursuant to Section 2.4 shall be payable, to the maximum extent permitted by applicable
Law, to the other Lenders in accordance with the upward adjustments in their respective Revolving Commitment Percentages allocable to
such Letter of Credit pursuant to Section 2.16(a)(iv), with the balance of such fee, if any, payable to the applicable Issuer
for its own account; and


 


(iii)            to
the Issuer of any Letter of Credit, with respect to the issuance, amendment or transfer of each Letter of Credit and each drawing made
thereunder, customary documentary and processing charges in accordance with such Issuer’s standard schedule for such charges in
effect at the time of issuance, amendment, transfer or drawing, as the case may be.


 


(c)            Fee
Letter. The Borrower shall pay to the Administrative Agent, for its own account, the fees set forth in the Fee Letter in the amounts
and at the times specified in the Fee Letter.


 


SECTION 2.13     Payments
and Computations.


 


(a)            All
payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.
The Borrower shall make each payment and prepayment hereunder (including fees and expenses) not later than 2:00 p.m. on the
day when due, in Dollars to the Administrative Agent, for the account of the Appropriate Lenders to which such payment is owed, at the
applicable Administrative Agent’s Office for payment and in Same Day Funds. The Administrative Agent will promptly distribute to
each Lender its Pro Rata Share (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 by the Administrative Agent after 2:00 p.m. shall in each case be deemed
received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.


 






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(b)            All
computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to SOFR) shall be made on the basis of
a year of 365 days 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-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on
a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on
the same day on which it is made shall bear interest for one (1) day. Each determination by the Administrative Agent of an interest
rate or fee hereunder shall be prima facie evidence thereof for all purposes, absent manifest error.


 


(c)            Except
as expressly provided herein, each payment by the Borrower of any Reimbursement Obligation (including interest and fees in respect thereof)
and each reimbursement of costs, expenses and other Obligations owing under any Loan Document shall be made in Dollars.


 


(d)            Whenever
any payment hereunder shall be stated to be due on a day other than a Business Day, the due date for such payment shall be extended
to the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of
interest or fees, as the case may be; provided, however, that if such extension would cause payment of interest on or
principal of any SOFR Rate Loan to be made in the next calendar month, such payment shall be made on the immediately preceding
Business Day. All repayments of any Loans of a particular Class shall be applied as follows: first, to repay any such
Loans outstanding as Base Rate Loans and then, to repay any such Loans outstanding as SOFR
Rate Loans, with those SOFR Rate Loans having earlier expiring Interest Periods being repaid prior to those having later expiring
Interest Periods.


 


(e)            Unless
the Administrative Agent shall have received notice from the Borrower to the Lenders prior to the date on which any payment is due hereunder
that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full
to the Administrative Agent on such date and the Administrative Agent may (but shall not be so required to), in reliance upon such assumption,
cause to be distributed to each Appropriate Lender on such due date an amount equal to the amount then due such Lender. If and to the
extent that the Borrower shall not have made such payment to the Administrative Agent in Same Day Funds, each applicable Lender shall
repay to the Administrative Agent forthwith on demand the portion of such assumed amount that was made available to such Lender in Same
Day Funds, together with interest thereon (at the Overnight Rate) for each day from and including the date such amount is was made available
to such Lender until the date such amount is repaid to the Administrative Agent in Same Day Funds. With respect to any payment that the
Administrative Agent makes for the account of the Lenders or any Issuer hereunder as to which the Administrative Agent determines (which
determination shall be prima facie evidence thereof absent manifest error) that any of the following applies (such payment referred
to as the “Rescindable Amount”): (i) the Borrower or any other Loan Party has not in fact made such payment; (ii) the
Administrative Agent has made a payment in excess of the amount so paid by the Borrower or any other Loan Party (whether or not then owed);
or (iii) the Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Lenders or the applicable
Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed
to such Lender or such Issuer, in Same Day Funds, together with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.


 






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(f)            The
following shall apply to deposits and payments under and pursuant to this Agreement:


 


(i)             funds
shall be deemed to have been deposited to the Concentration Account on the Business Day on which deposited; provided that such
deposit is available to the Administrative Agent by 3:00 p.m. on that Business Day;


 


(ii)            funds
paid to the Administrative Agent, other than by deposit to the Concentration Account, shall be deemed to have been received on the Business
Day when they are good and collected funds; provided that such payment is available to the Administrative Agent by 3:00 p.m. on
that Business Day; and


 


(iii)            if
a deposit to the Concentration Account or payment is not available to the Administrative Agent until after 3:00 p.m. on a Business
Day, such deposit or payment shall be deemed to have been made at 9:00 a.m. on the then next Business Day.


 


(g)            Except
for payments and other amounts received by the Administrative Agent and applied in accordance with the provisions of Section 10.2(b) (or
required to be applied in accordance with Section 2.9) or as otherwise expressly provided for herein, all payments and any
other amounts received by the Administrative Agent from or for the benefit of the Borrower shall be applied as follows: first,
to pay principal of, and interest on, any portion of the Loans the Administrative Agent may have advanced pursuant to the express provisions
of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower,
second, to pay all other Obligations then due and payable and third, as the Borrower so designates. Payments in respect
of Swing Loans received by the Administrative Agent shall be distributed to the Swing Loan Lender; payments in respect of Loans received
by the Administrative Agent shall be distributed to each Appropriate Lender in accordance with such Lender’s Ratable Portion; and
all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuers
as are entitled thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable Portions (including
in accordance with any Class of Loans and/or Commitments held by such Lender).


 


(h)            At
the option of the Administrative Agent, principal on the Swing Loans, Reimbursement Obligations, interest, fees, expenses and other
sums due and payable in respect of the Loans and Protective Advances may be paid from the proceeds of Swing Loans (provided that
Swing Loans may not be paid with proceeds of Swing Loans) or the Revolving Loans unless the Borrower makes such payments on the next
succeeding Business Day after the Borrower receives written notice from the Administrative Agent requesting such payments. The
Borrower hereby authorizes the Swing Loan Lender to make such Swing Loans pursuant to Section 2.3(a) and the
Lenders to make such Loans pursuant to Section 2.2(a) from time to time in the amounts of any and all
principal payable with respect to the Swing Loans (provided that Swing Loans may not be paid with proceeds of Swing Loans),
Reimbursement Obligations, interest, fees, expenses and other sums payable in respect of the Loans and Protective Advances, and
further authorizes the Administrative Agent to give the Lenders notice of any Borrowing with respect to such Swing Loans and the
Revolving Loans and to distribute the proceeds of such Swing Loans and the Revolving Loans to pay such amounts. The Borrower agrees
that all such Swing Loans and the Revolving Loans so made shall be deemed to have been requested by it (irrespective of the
satisfaction of the conditions in Section 4.2, which conditions the Lenders irrevocably
waive) and directs that all proceeds thereof shall be used to pay such amounts.


 






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SECTION 2.14     [Reserved].


 


SECTION 2.15     Commitment
Increases.


 


(a)            Revolving
Commitment Increases. The Borrower may at any time or from time to time after the Closing Date, by notice to the Administrative Agent
(whereupon the Administrative Agent shall promptly deliver a copy to each of the Revolving Credit Lenders), request one or more increases
in the amount Revolving Credit Commitments (consisting of the Class of Revolving Credit Commitments with the Latest Maturity Date)
(each such increase, a “Revolving Commitment Increase”); provided that, at the time of any such Revolving Commitment
Increase (and after giving effect thereto), no Default or Event of Default shall exist. Each Revolving Commitment Increase shall be in
an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such
amount represents all remaining Incremental Revolving Availability at such time). Notwithstanding anything to the contrary herein, the
amount of any requested Revolving Commitment Increase shall not exceed the Incremental Availability at such time. Each notice from the
Borrower pursuant to this Section 2.15(a) shall set forth the requested amount and proposed terms of the relevant Revolving
Commitment Increase. Revolving Commitment Increases may be provided by any existing Revolving Credit Lender (it being understood that
no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on
terms permitted in this Section 2.15(a) and otherwise on terms reasonably acceptable to the Administrative Agent or by
any other Person constituting an Eligible Assignee (any such other Person being called an “Additional Revolving Lender”);
provided that the Administrative Agent, the Issuers and the Swing Loan Lender shall have consented (such consent not to be unreasonably
withheld or delayed) to such Revolving Credit Lender’s or Additional Revolving Lender’s providing such Revolving Commitment
Increases if such consent would be required under Section 12.2(b) for an assignment of Revolving Loans or Revolving Credit
Commitments to such Revolving Credit Lender or Additional Revolving Lender. Revolving Credit Commitments in respect of Revolving Commitment
Increases shall become Revolving Credit Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving
Credit Lender, an increase in such Revolving Credit Lender’s applicable Class of Revolving Credit Commitment) under this Agreement
pursuant to an amendment (an “Incremental Revolving Amendment”) to this Agreement and, as appropriate, the other Loan
Documents, executed by each Holdings, each Borrower, each Revolving Credit Lender agreeing to provide such Revolving Credit Commitment,
if any, each Additional Revolving Lender, if any, and the Administrative Agent. The Borrower shall use Revolving Commitment Increases
for any purpose not prohibited by this Agreement. Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.15(a),
(x) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have
assigned to each Revolving Credit Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment
Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without
further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and
Swing Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate
outstanding (i) participations hereunder in Letters of Credit, (ii) participations hereunder in Swing Loans held by each Revolving
Credit Lender and (iii) participations in Protective Advances held by each Revolving Credit Lender (including each such Revolving
Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders represented by such
Lender’s Revolving Credit Commitment (without regard to any separate Class or Classes of) Revolving Credit Commitments of any
Revolving Credit Lenders) and (y) if, on the date of such increase, there are any Revolving Loans outstanding, such Revolving Loans
shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Loans
made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on
the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 3.6. 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 the transactions effected pursuant to the immediately preceding sentence.


 






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(b)            Conditions
to Effectiveness of Commitment Increases. The effectiveness of any Incremental Revolving Amendment shall be subject to the satisfaction
on the date thereof of each of the conditions set forth in Section 4.2 (it being understood that all references to “the
date of such Loan or Issuance” or similar language in such Section 4.2 shall be deemed to refer to the effective date
of such Incremental Revolving Amendment) and such other conditions as the parties thereto shall agree.


 


(c)            Terms
of Commitment Increases.


 


(i)            Any
Revolving Commitment Increase shall be documented as an increase to the existing Revolving Credit Commitments and shall be on terms substantially
identical to those applicable to the existing Revolving Credit Commitments, except with respect to any commitment, arrangement, upfront
or similar fees that may be agreed to among the Borrower and the Revolving Credit Lenders or Additional Revolving Lenders agreeing to
participate in such Revolving Commitment Increase.


 


(d)            Each
Incremental Revolving Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other
Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the
provisions of this Section 2.15.


 


(e)            This
Section 2.15 shall supersede any provisions in Section 12.1 or Section 12.7 to the contrary.


 






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SECTION 2.16     Defaulting
Lenders.


 


(a)            Adjustments.
Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time
as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:


 


(i)            Waivers
and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this
Agreement shall be restricted as set forth in Section 12.1.


 


(ii)            Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of
that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise, and including
any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 12.6), shall be
applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any
amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of
any amounts owing by that Defaulting Lender to any Issuer or the Swing Loan Lender hereunder; third, if so determined by the
Administrative Agent or requested by any Issuer or the Swing Loan Lender, to be held as cash collateral for future funding
obligations of that Defaulting Lender of any participation in any Swing Loan or Letter of Credit; fourth, as the Borrower may
request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender
has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so
determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order
to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts
owing to the Lenders, any Issuer or the Swing Loan Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, any Issuer or the Swing Loan Lender against that Defaulting Lender as a result of that Defaulting Lender’s
breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of
any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth,
to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such
payment is a payment of the principal amount of any Loans or Letter of Credit Borrowings in respect of which that Defaulting Lender
has not fully funded its appropriate share and (y) such Loans or Letter of Credit Borrowings were made at a time when the
conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the applicable
Loans of, and Letter of Credit Borrowings owed to, all applicable non-Defaulting Lenders on a pro rata basis prior to being applied
to the payment of any Loans of, or Letter of Credit Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other
amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash
collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by that Defaulting
Lender, and each Lender irrevocably consents hereto.


 






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(iii)            Certain
Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.12(a) for
any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender for such period) and (y) shall be limited in its right to receive
Letter of Credit Fees as provided in Section 2.12(b).


 


(iv)            Reallocation
of Revolving Commitment Percentages to Reduce Fronting Exposure. During any period in which there is Revolving Credit Lender that
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 Swing Loans or Letters of Credit pursuant to Sections 2.3 and 2.4, the “Revolving Commitment
Percentage” of each Revolving Credit Lender that is a 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 Revolving Credit Lender becomes a Defaulting Lender, no Default or Event of Default exists; (ii) the aggregate
obligation of each Revolving Credit Lender that is a non-Defaulting Lender to acquire, refinance or fund participations in Letters of
Credit and Swing 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 Revolving Loans (including its Pro Rata share of Protective Advances) of
that Lender and (iii) no non-Defaulting Lender is allocated any Class of Revolving Credit Commitments which it does not maintain. 
Subject to Section 12.28, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder
against a Defaulting Lender arising from that Revolving Credit Lender having become a Defaulting Lender, including any claim of a non-Defaulting
Lender as a result of such non-Defaulting Lender’s increased exposure following such reallocation.


 


(b)            Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swing Loan Lender and the 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 at par that portion of outstanding Loans of
the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and
unfunded participations in Letters of Credit and Swing Loans to be held on a pro rata basis by the Lenders in accordance with their Ratable
Portions (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 Borrower for the period
that such 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)            Cash
Collateral. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, the
applicable Issuer or the Swing Loan Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient
to cover all Fronting Exposure (after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting
Lender).


 


SECTION 2.17     Extensions
of Loans.


 


(a)            Extension
of Revolving Credit Commitments. The Borrower may at any time and from time to time request that all or a portion of the
Revolving Credit Commitments of a given Class (each, an “Existing Revolver Tranche”) be amended to extend
the Scheduled Termination Date with respect to all or a portion of any principal amount of such Revolving Credit Commitments (any
such Revolving Credit Commitments which have been so amended, “Extended Revolving Credit Commitments”) and to
provide for other terms consistent with this Section 2.17; provided that there shall be no more than five
(5) Classes of Revolving Loans and Revolving Credit Commitments outstanding at any time. In order to establish any Extended
Revolving Credit Commitments, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such
notice to each of the Lenders under the applicable Existing Revolver Tranche) (each, a “Revolving Extension
Request”) setting forth the proposed terms (which shall be determined in consultation with the Administrative Agent) of
the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such
Existing Revolver Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under
such Existing Revolver Tranche and (y) be identical to the Revolving Credit Commitments under the Existing Revolver
Tranche from which such Extended Revolving Credit Commitments are to be amended, except that: (i) the Scheduled Termination
Date of the Extended Revolving Credit Commitments shall be later than the Scheduled Termination Date of the Revolving Credit
Commitments of such Existing Revolver Tranche, (ii) the Revolving Extension Amendment may provide for other covenants and terms
that (I) apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Revolving
Extension Amendment (immediately prior to the establishment of such Extended Revolving Credit Commitments) or (II) are
reasonably satisfactory to the Administrative Agent and the Borrower to incorporate such more restrictive provisions for the benefit
of the Lenders (which amendment shall, notwithstanding any provision herein to the contrary, not require the consent of any Lender);
and (iii) all borrowings under the Revolving Credit Commitments and repayments thereunder shall be made on a pro rata basis
(except for (I) payments of interest and fees at different rates on Extended Revolving Credit Commitments (and related
outstandings) and (II) repayments required upon the Revolving Credit Termination Date of the non-extending Revolving Credit
Commitments); provided, further, that (A) the conditions precedent set forth in Section 4.2 shall be
satisfied as of the date of such Revolving Extension Amendment and at the time when any Revolving Loans are made in respect of any
Extended Revolving Credit Commitment, (B) in no event shall the final maturity date of any Extended Revolving Credit
Commitments of a given Revolving Extension Series at the time of establishment thereof be earlier than the then Latest Maturity
Date of any other Revolving Credit Commitments hereunder, (C) any such Extended Revolving Credit Commitments (and the Liens
securing the same) shall be permitted by the terms of each Acceptable Intercreditor Agreement then in effect and (D) all
documentation in respect of the such Revolving Extension Amendment shall be consistent with the foregoing. Any Extended Revolving
Credit Commitments effected pursuant to any Revolving Extension Request shall be designated a series (each, a “Revolving
Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any
Extended Revolving Credit Commitments amended from an Existing Revolver Tranche may, to the extent provided in the applicable
Revolving Extension Amendment, be designated as an increase in any previously established Revolving Extension Series with
respect to such Existing Revolver Tranche. Each Revolving Extension Series of Extended Revolving Credit Commitments incurred
under this Section 2.17 shall be in an aggregate principal amount equal to not less than 50% of the aggregate Revolving
Credit Commitments outstanding at the time such Extended Revolving Credit Commitments become effective.


 






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(b)            Revolving
Extension Request. The Borrower shall provide the applicable Revolving Extension Request at least ten (10) Business Days (or
such shorter period as may be agreed by the Administrative Agent) prior to the date on which Lenders under the Existing Revolver Tranche
are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent,
in each case acting reasonably, to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree
to provide any Extended Revolving Credit Commitment pursuant to any Revolving Extension Request. Any Revolving Credit Lender (each, an
 “Extending Revolving Credit Lender”) wishing to have all (but not less than all) of its Revolving Credit Commitments
under the Existing Revolver Tranche subject to such Revolving Extension Request amended into Extended Revolving Credit Commitments shall
notify the Administrative Agent (each, a “Revolving Extension Election”) on or prior to the date specified in such
Revolving Extension Request of the Revolving Credit Commitments under the Existing Revolver Tranche which it has elected to request be
amended into Extended Revolving Credit Commitments (subject to any minimum denomination requirements imposed by the Administrative Agent).
In the event that the aggregate principal amount of Revolving Credit Commitments under the Existing Revolver Tranche in respect of which
applicable Revolving Credit Lenders shall have accepted the relevant Revolving Extension Request exceeds the amount of Extended Revolving
Credit Commitments requested to be extended pursuant to the Revolving Extension Request, Revolving Credit Commitments subject to Revolving
Extension Elections shall be amended to reflect allocations of the Extended Revolving Credit Commitments, which Extended Revolving Credit
Commitments shall be allocated as agreed by Administrative Agent and the Borrower.


 






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(c)            New
Revolving Commitment Lenders. Following any Revolving Extension Request made by the Borrower in accordance with this Section 2.17,
if the Lenders shall have declined to agree during the period specified in Section 2.17(b) above to provide
Extended Revolving Credit Commitments in an aggregate principal amount equal to the amount requested by the Borrower in such
Revolving Extension Request, the Borrower may request that banks, financial institutions or other institutional lenders or investors
other than the Lenders or Extending Revolving Credit Lenders (the “New Revolving Commitment Lenders”), which New
Revolving Commitment Lenders may elect to provide an Extended Revolving Credit Commitment hereunder; provided that such
Extended Revolving Credit Commitments of such New Revolving Commitment Lenders (i) shall be in an aggregate principal amount
for all such New Revolving Commitment Lenders not to exceed the aggregate principal amount of Extended Revolving Credit Commitments
so declined to be provided by the existing Lenders and (ii) shall be on identical terms to the terms applicable to the terms
specified in the applicable Revolving Extension Request (and any Extended Revolving Credit Commitments provided by existing Lenders
in respect thereof); provided further that, as a condition to the effectiveness of any Extended Revolving Credit Commitment
of any New Revolving Commitment Lender, the Administrative Agent, each Issuer and the Swing Loan Lender shall have consented
(such consent not to be unreasonably withheld or delayed) to each New Revolving Commitment Lender if such consent would be required
under Section 12.2(b)(iii) for an assignment of Revolving Credit Commitments to such Person and such Person shall
otherwise constitute an Eligible Assignee. Notwithstanding anything herein to the contrary, any Extended Revolving Credit Commitment
provided by New Revolving Commitment Lenders shall be pro rata to each New Revolving Commitment Lender. Upon effectiveness of the
Revolving Extension Amendment to which each such New Revolving Commitment Lender is a party, (a) the Revolving Credit
Commitments of all existing Revolving Credit Lenders of each Class specified in the Revolving Extension Amendment in accordance
with this Section 2.17 will be permanently reduced pro rata by an aggregate amount equal to the aggregate principal
amount of the Extended Revolving Credit Commitments of such New Revolving Commitment Lenders and (b) the Revolving Credit
Commitment of each such New Revolving Commitment Lender will become effective. The Extended Revolving Credit Commitments of New
Revolving Commitment Lenders will be incorporated as Revolving Credit Commitments hereunder in the same manner in which Extended
Revolving Credit Commitments of existing Lenders are incorporated hereunder pursuant to this Section 2.17, and for the
avoidance of doubt, all Borrowings and repayments of Revolving Loans from and after the effectiveness of such Revolving Extension
Amendment shall be made pro rata across all Classes of Revolving Credit Commitments including such New Revolving Commitment Lenders
(based on the outstanding principal amounts of the respective Classes of Revolving Credit Commitments) except for (x) payments
of interest and fees at different rates for each Class of Revolving Credit Commitments (and related Outstanding Amounts) and
(y) repayments required on the Revolving Credit Termination Date for any particular Class of Revolving Credit Commitments.
Upon the effectiveness of each Extended Revolving Credit Commitment pursuant to this Section 2.17(c), (a) each
Revolving Credit Lender of all applicable existing Classes of Revolving Credit Commitments immediately prior to such effectiveness
will automatically and without further act be deemed to have assigned to each New Revolving Commitment Lender, and each such New
Revolving Commitment Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit
Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans such that, after giving effect to each such
deemed assignment and assumption of participations, subject to Section 2.16, the percentage of the outstanding
(i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Loans held by each Revolving
Credit Lender of each Class of Revolving Credit Commitments (including each such New Revolving Commitment Lender) will equal
the percentage of the aggregate Revolving Credit Commitments of all Classes of Revolving Credit Lenders represented by such
Revolving Credit Lender’s Revolving Credit Commitment and (b) if, on the date of such effectiveness, there are any
Revolving Loans outstanding, such Revolving Loans shall on or prior to the effectiveness of such Extended Revolving Credit
Commitment be prepaid from the proceeds of Revolving Loans made hereunder under the Extended Revolving Credit Commitments, which
prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in
accordance with Section 3.6. 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 the transactions effected
pursuant to the immediately preceding sentence.


 






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(d)            Revolving
Extension Amendment. Extended Revolving Credit Commitments shall be established pursuant to an amendment (each, a “Revolving
Extension Amendment”) to this Agreement among the Borrower, the Administrative Agent and each Extending Revolving Credit Lender
and each New Revolving Commitment Lender, if any, providing an Extended Revolving Credit Commitment thereunder, which shall be consistent
with the provisions set forth in Sections 2.17(a), (b) and (c) above (but which shall not require the consent
of any other Lender). The effectiveness of any Revolving Extension Amendment shall be subject to the satisfaction on the date thereof
of each of the conditions set forth in Sections 4.2(a) and (b) and, to the extent reasonably requested by
the Administrative Agent, receipt by the Administrative Agent of (i) legal opinions, board resolutions and officers’ certificates
consistent with those delivered on the Closing Date other than changes to such legal opinion resulting from a Change in Law, change in
fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (ii) reaffirmation agreements
and/or such amendments to the Collateral Documents as may be reasonably requested by the Collateral Agent in order to ensure that the
Extended Revolving Credit Commitments are provided with the benefit of the applicable Loan Documents. The Administrative Agent shall promptly
notify each Lender as to the effectiveness of each Revolving Extension Amendment. Each of the parties hereto hereby agrees that this Agreement
and the other Loan Documents may be amended pursuant to a Revolving Extension Amendment, without the consent of any other Lenders, to
the extent (but only to the extent) necessary to (i) reflect the existence and terms of the Extended Revolving Credit Commitments
incurred pursuant thereto, (ii) make such other changes to this Agreement and the other Loan Documents (without the consent of the
Requisite Lenders) and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate,
in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Requisite Lenders
hereby expressly authorize the Administrative Agent to enter into any such Revolving Extension Amendment.


 


(e)            No
conversion of Revolving Loans pursuant to any Revolving Extension in accordance with this Section 2.17 shall constitute a
voluntary or mandatory payment or prepayment for purposes of this Agreement.


 


SECTION 2.18     Designated
Lenders. Each of the Administrative Agent, each Issuer, the Swing Loan Lender and each Lender at its option may make any Credit Extension
or otherwise perform its obligations hereunder through any Lending Office (each, a “Designated Lender”); provided
that any exercise of such option shall not affect the obligation of the Borrower to repay any Credit Extension in accordance with the
terms of this Agreement. Any Designated Lender shall be considered a Lender; provided that designation of a Designated Lender is
for administrative convenience only and does not expand the scope of liabilities or obligations of any Lender or Designated Lender beyond
those of the Lender designating such Person as a Designated Lender as provided in this Agreement.


 






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ARTICLE III.


 


TAXES,
YIELD PROTECTION AND ILLEGALITY


 


SECTION 3.1     Taxes.


 


(a)            All
sums payable by any Loan Party hereunder or under any other Loan Document to any Agent, Issuer or any Lender shall (except to the
extent required by Law) be paid free and clear of, and without any deduction or withholding on account of, any Taxes.


 


(b)            If
any Loan Party or any Agent, Issuer or Lender is required by Law to make any deduction or withholding on account of any Non-Excluded
Tax from any sum paid or payable by any Loan Party to any Lender, Issuer or Agent under any of the Loan Documents: (i) the applicable
Loan Party (if it is required to make the deduction or withholding) shall notify the applicable Agent of any such requirement or any change
in any such requirement as soon as such Loan Party becomes aware of it; (ii) the applicable Loan Party or Agent, as required by applicable
Law, shall make such deduction or withholding and pay to the relevant Governmental Authority, in accordance with applicable Law, any such
Non-Excluded Tax before the date on which penalties attach thereto; (iii) the sum payable by the applicable Loan Party shall be increased
to the extent necessary to ensure that, after the making of any required deduction or withholding (including any deductions or withholdings
attributable to any payments required to be made under this Section 3.1), the Lender, Issuer or the Agent (as applicable),
receives a net sum equal to what it would have received had no such deduction or withholding been required or made; and (iv) as soon
as practicable after paying any sum from which it is required by Law to make any deduction or withholding, and as soon as practicable
after the due date of payment of any Tax which it is required by clause (ii) above to pay, the Loan Party making such payments (if
it is required to make the deduction or withholding) shall deliver to the Administrative Agent evidence reasonably satisfactory to the
other affected parties of such deduction or withholding and of the remittance thereof to the relevant Governmental Authority.


 


(c)            Each
Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative
Agent with any documentation prescribed by Law or reasonably requested by the Borrower or the Administrative Agent certifying as to any
entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such
Lender under any Loan Document. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation
(including any specific documentation required below in this Section 3.1(c)) obsolete, expired or inaccurate in any material
respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation
reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent of its
inability to do so. 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 3.1(c)(1), (2) and (3)) 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.


 






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Without limiting the foregoing:


 


(1)            Each
Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement
two properly completed and duly signed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.


 


(2)            Each
Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement
(and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent) whichever of the following
is applicable:


 


(B)            two
properly completed and duly signed copies of IRS Form W-8BEN or W-8BEN-E, as applicable (or any successor forms) claiming eligibility
for the benefits of an income tax treaty to which the United States is a party, and such other documentation as required under the Code,


 


(C)            two
properly completed and duly signed copies of IRS Form W-8ECI (or any successor forms),


 


(D)            in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of
the Code, (A) two properly completed and duly signed certificates substantially in the form of Exhibit K (any such certificate,
a “U.S. Tax Compliance Certificate”) and (B) two properly completed and duly signed copies of IRS Form W-8BEN
or W-8BEN-E, as applicable (or any successor forms),


 


(E)            to
the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender),
two properly completed duly signed copies of IRS Form W-8IMY (or any successor forms) of the Foreign Lender, accompanied by a Form W-8ECI,
W-8BEN or W-8BEN-E, a U.S. Tax Compliance Certificate, Form W-9, Form W-8IMY or any other required information (or any successor
forms) from each beneficial owner that would be required under this Section 3.1(c) if such beneficial owner were a Lender,
as applicable (provided that, if one or more beneficial owners are claiming the portfolio interest exemption, the U.S. Tax Compliance
Certificate may be provided by such Foreign Lender on behalf of such beneficial owner), or


 


(F)            two
properly completed and duly signed copies of any other form prescribed by applicable U.S. federal income tax Laws (including the Treasury
Regulations) as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding tax on any payments
to such Lender under the Loan Documents.


 


(3)            If
a payment made to a Lender under any Loan Document may be subject to U.S. federal withholding tax imposed by Sections 1471 through 1474
of the Code (including any successor provisions), such Lender shall deliver to the Borrower and the Administrative Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to
comply with their obligations under Sections 1471 through 1474 of the Code and to determine whether such Lender has or has not complied
with such Lender’s obligations under such Sections and, if necessary, to determine the amount to deduct and withhold from such payment.


 






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Notwithstanding any other provision of this Section 3.1(c),
a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.


 


(d)            In
addition to the payments by a Loan Party required by Section 3.1(b), the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent, timely reimburse it for the payment
of any Other Taxes.


 


(e)            The
Borrower shall indemnify each Lender, each Issuer and each Agent (each a “Tax Indemnitee”), within twenty (20) days
after written demand therefor, for the full amount of any Non-Excluded Taxes paid or payable by such Tax Indemnitee that is imposed on
or in respect of any payment under or with respect to any Loan Document and any Other Taxes paid or payable by such Tax Indemnitee (including
Non-Excluded Taxes or Other Taxes imposed on or attributable to amounts payable under this Section 3.1), whether or not such
Taxes were correctly or legally imposed or asserted by the Governmental Authority. A certificate as to the amount of such payment or liability
prepared in good faith and delivered by the Tax Indemnitee (with a copy to the Administrative Agent, as applicable) or by the Administrative
Agent on its own behalf or on behalf of another Tax Indemnitee, shall be prima facie evidence thereof absent manifest error.


 


(f)            If
and to the extent that a Tax Indemnitee, in its sole discretion (exercised in good faith), determines that it has received a refund
of any Non-Excluded Taxes in respect of which it has received additional payments under this Section 3.1 or indemnity
payments pursuant to Section 3.1(e), then such Tax Indemnitee shall pay to the relevant Loan Party the amount of such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 3.1
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Tax Indemnitee (including any Taxes
imposed with respect to such refund), and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund), provided that the Loan Party, upon the request of the Tax Indemnitee, agrees to repay the amount
paid over by the Tax Indemnitee (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to
the Tax Indemnitee if the Tax Indemnitee is required to repay such refund to such Governmental Authority. This subsection shall not
be construed to require a Tax Indemnitee to make available its Tax returns (or any other information relating to its Taxes that it
deems confidential) to any Loan Party or any other Person.


 


(g)            In
the event that a Loan Party makes an indemnification payment to a Tax Indemnitee with respect to Non-Excluded Taxes pursuant to Section 3.1(e) or
a Loan Party is required to repay to a Tax Indemnitee an amount in respect of a refund of any Non-Excluded Taxes previously paid over
to such Loan Party pursuant to Section 3.1(f), such Tax Indemnitee shall reasonably cooperate with all reasonable requests
of such Loan Party, at the sole expense of such Loan Party, if (i) in the reasonable judgment of the Tax Indemnitee such cooperation
shall not subject such Tax Indemnitee, as the case may be, to any unreimbursed third party cost or expense or otherwise be materially
disadvantageous to such Tax Indemnitee and (ii) there is a reasonable basis for such Loan Party to contest with the applicable Governmental
Authority the imposition of such Non-Excluded Taxes or Other Taxes or the repayment of such refund. Any resulting refund shall be governed
by Section 3.1(f). This subsection shall not be construed to require a Tax Indemnitee to make available its Tax returns (or
any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.


 






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(h)            Each
Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Non-Excluded
Tax or Other Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative
Agent for such Non-Excluded Tax or Other Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 12.2(e) relating to the maintenance
of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be prima facie evidence thereof absent manifest error. Each
Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any
Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative
Agent under this Section 3.1(h).


 


(i)            Each
party’s obligations under this Section 3.1 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender or an Issuer, the termination of the Commitments and the repayment, satisfaction
or discharge of all other Obligations.


 


SECTION 3.2     [Reserved].


 


SECTION 3.3     Illegality.
If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to SOFR or Term SOFR, or
to determine or charge interest rates based upon SOFR or Term SOFR, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, (i) any obligation of such Lender to make or continue SOFR Rate Loans or to convert Base Rate Loans to SOFR
Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans
the interest rate on which is determined by reference to the Term SOFR component of the Base Rate, the interest rate on which Base Rate
Loans of such Lender shall, if necessary to avoid such illegality, be reasonably determined by the Administrative Agent without reference
to the Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Rate Loans of such Lender to Base
Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be reasonably determined
by the Administrative Agent without reference to the Term SOFR component of the Base Rate), either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such SOFR Rate Loans to such day, or immediately, if such Lender may not lawfully
continue to maintain such SOFR Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest
rates based upon SOFR or Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable
to such Lender without reference to the Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender
that it is no longer illegal for such Lender to determine or charge interest rates based upon SOFR or Term SOFR. Upon any such prepayment
or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.


 






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SECTION 3.4     Inability
to Determine Rates.


 


(a)            If
in connection with any request for a SOFR Rate Loan or a conversion of Base Rate Loans to SOFR Rate Loans or a continuation of any such
Loans, as applicable, (i) the Administrative Agent reasonably determines (which determination shall be prima facie evidence
thereof absent manifest error) that (A) no Successor Rate has been determined in accordance with Section 3.4(b), and
the circumstances under clause (i) of Section 3.4(b) or the Scheduled Unavailability Date has occurred, or
(B) adequate and reasonable means do not otherwise exist for determining Term SOFR for any requested Interest Period with respect
to a proposed SOFR Rate Loan or in connection with an existing or proposed Base Rate Loan, or (ii) the Administrative Agent or the
Requisite Lenders reasonably determine that for any reason that Term SOFR for any requested Interest Period with respect to a proposed
Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify
the Borrower and each Lender.


 


Thereafter, (x) the obligation
of the Lenders to make or maintain SOFR Rate Loans, or to convert Base Rate Loans to SOFR Rate Loans, shall be suspended (to the extent
of the affected SOFR Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence
with respect to the Term SOFR component of the Base Rate, the utilization of the Term SOFR component in determining the Base Rate shall
be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Requisite Lenders described in clause
(ii) of this Section 3.4(a), until the Administrative Agent upon instruction of the Requisite Lenders) revokes such
notice.


 


Upon receipt of such notice,
(i) the Borrower may revoke any pending request for a Borrowing of, or conversion to, or continuation of SOFR Rate Loans (to the
extent of the affected SOFR Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request
for a Borrowing of Base Rate Loans in the amount specified therein and (ii) any outstanding SOFR Rate Loans shall be deemed to have
been converted to Base Rate Loans immediately at the end of their respective applicable Interest Period.


 


(b)            Replacement
of Term SOFR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative
Agent reasonably determines (which determination shall be prima facie evidence thereof absent manifest error), or the Borrower
or Requisite Lenders notify the Administrative Agent (with, in the case of the Requisite Lenders, a copy to the Borrower) that the Borrower
or Requisite Lenders (as applicable) have reasonably determined, that:


 






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(i)              adequate
and reasonable means do not exist for ascertaining one month, three month and six month interest periods of Term SOFR, including, without
limitation, because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to
be temporary; or


 


(ii)            CME
or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity, has made a public statement
identifying a specific date after which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate
shall or will no longer be made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated
loans, or shall or will otherwise cease; provided, that, at the time of such statement, there is no successor administrator
that is satisfactory to the Administrative Agent, that will continue to provide such interest periods of Term SOFR after such specific
date (the latest date on which one month, three month and six month interest periods of Term SOFR or the Term SOFR Screen Rate are no
longer available permanently or indefinitely, the “Scheduled Unavailability Date”); then, on a date and time reasonably
determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which date shall be at the
end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to
clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document
with, Daily Simple SOFR plus the SOFR Adjustment for any payment period for interest calculated that can be reasonably determined
by the Administrative Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement
or any other Loan Document (the “Successor Rate”).


 


If the Successor Rate is Daily
Simple SOFR plus the SOFR Adjustment, all interest payments will be payable on a monthly basis.


 


Notwithstanding
anything to the contrary herein, (i) if the Administrative Agent reasonably determines that Daily Simple SOFR is not available
on or prior to the Term SOFR Replacement Date, or (ii) if the events or circumstances of the type described in Section 3.4(b)(i) or (ii) have
occurred with respect to the Successor Rate then in effect, then in each case, the Administrative Agent and the Borrower may amend
this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 3.4
at the end of any Interest Period, relevant interest payment date or payment period for interest calculated, as applicable, with an
alternative benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated
credit facilities syndicated and agented in the United States for such alternative benchmark and, in each case, including any
mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar
U.S. dollar denominated credit facilities syndicated and agented in the United States for such benchmark, which adjustment or method
for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to
time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and
adjustments, shall constitute a “Successor Rate”. Any such amendment shall become effective at 5:00 p.m. (New York
time) on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all
Lenders and the Borrower unless, prior to such time, Lenders comprising the Requisite Lenders have delivered to the Administrative
Agent written notice that such Requisite Lenders object to such amendment.


 






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The
Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the implementation of any Successor
Rate.


 


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


 


Notwithstanding anything else
herein, if at any time any Successor Rate as so determined would otherwise be less than zero percent (0.00%), the Successor Rate will
be deemed to be zero percent (0.00%) for the purposes of this Agreement and the other Loan Documents.


 


In connection with the implementation
of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything
to the contrary herein or in any other 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; provided, that, with respect to
any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower
and the Lenders reasonably promptly after such amendment becomes effective.


 


SECTION 3.5     Increased
Cost and Reduced Return; Capital Adequacy; Reserves on SOFR Rate Loans.


 


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


 


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


 


(ii)            subject
any Lender or any Issuer to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in
a Letter of Credit or any SOFR Rate Loan made by it, or change the basis of taxation of payments to such Lender or the Issuer in respect
thereof (except for (1) any Excluded Taxes or any Non-Excluded Taxes or Other Taxes indemnified or otherwise paid under Section 3.1,
or (2) any amount that is compensated for under Section 3.2 or would have been compensated for under Section 3.2
but was not so compensated solely because any of the relevant exclusions applied); or


 


(iii)            impose
on any Lender or any other condition, cost or expense affecting this Agreement or SOFR Rate Loans made by such Lender or any Letter of
Credit or participation therein, in each case that is not otherwise accounted for in this clause (a);


 






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and the result of any of the foregoing shall be
to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to SOFR (or of
maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such Issuer of participating in, issuing
or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce
the amount of any sum received or receivable by such Lender or Issuer hereunder (whether of principal, interest or any other amount) then,
from time to time within fifteen (15) days after demand by such Lender or Issuer setting forth in reasonable detail such increased costs
(with a copy of such demand to the Administrative Agent), the Borrower will pay to such Lender or Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or Issuer, as the case may be, for such additional costs incurred or reduction suffered.


 


(b)            Capital
Requirements. If any Lender or any Issuer reasonably determines that any Change in Law affecting such Lender or such Issuer or any
Lending Office of such Lender or such Lender’s or such Issuer’s holding company, if any, regarding capital or liquidity requirements
has or would have the effect of reducing the rate of return on such Lender’s or such Issuer’s capital or on the capital of
such Lender’s or such Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender
or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuer, to
a level below that which such Lender or such Issuer or such Lender’s or such Issuer’s holding company could have achieved
but for such Change in Law (taking into consideration such Lender’s or such Issuer’s policies and the policies of such Lender’s
or such Issuer’s holding company with respect to capital adequacy), then from time to time upon demand of such Lender or such Issuer
setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative
Agent), the Borrower will pay to such Lender or such Issuer, as the case may be, such additional amount or amounts as will compensate
such Lender or such Issuer or such Lender’s or such Issuer’s holding company for any such reduction suffered.


 


(c)            Certificates
for Reimbursement. A certificate of a Lender or an Issuer setting forth the amount or amounts necessary to compensate such Lender
or such Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section 3.5
and delivered to the Borrower shall be prima facie evidence thereof absent manifest error. The Borrower shall pay such Lender
or such Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)            Delay
in Requests. Failure or delay on the part of any Lender or any Issuer to demand compensation pursuant to the foregoing provisions
of this Section 3.5 shall not constitute a waiver of such Lender’s or such Issuer’s right to demand such compensation,
provided that the Borrower shall not be required to compensate a Lender or an Issuer pursuant to the foregoing provisions of this
Section 3.5 for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender
or such Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of
such Lender’s or such Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of
retroactive effect thereof).


 






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SECTION 3.6     Compensation
for Losses. Upon demand of any Lender in writing (which writing shall set forth in reasonable detail the basis for requesting any
such amounts, with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold
such Lender harmless from any actual loss, cost or expense incurred by it as a result of:


 


(a)            any
continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest
Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);


 


(b)            any
failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any
Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or


 


(c)            any
assignment of a Term SOFR Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower
pursuant to Section 3.8;


 


including any loss or expense (excluding any loss
of anticipated profit or margin) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees
payable to terminate the deposits from which such funds were obtained.


 


SECTION 3.7     Matters
Applicable to all Requests for Compensation.


 


(a)            Designation
of a Different Lending Office. If any Lender requests compensation under Section 3.5, or the Borrower is required to
pay any additional amount to any Lender, any Issuer, or any Governmental Authority for the account of any Lender or any Issuer
pursuant to Sections 3.1 or 3.2, or if any Lender gives a notice pursuant to Section 3.3, then such Lender
or such Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender or such Issuer, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.1, 3.2 or 3.5,
as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.3, as applicable, and
(ii) in each case, would not subject such Lender or such Issuer, as the case may be, to any unreimbursed cost or expense
and would not otherwise be disadvantageous in any material respect to such Lender or such Issuer, as the case may be in any material
economic, legal or regulatory respect.


 


(b)            Suspension
of Lender Obligations. If any Lender requests compensation by the Borrower under Section 3.5, the Borrower may, by notice
to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue SOFR Rate Loans from
one Interest Period to another Interest Period, or to convert Base Rate Loans into SOFR Rate Loans, until the event or condition giving
rise to such request ceases to be in effect (in which case the provisions of Section 3.7(c) shall be applicable); provided
that such suspension shall not affect the right of such Lender to receive the compensation so requested.


 






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(c)            Conversion
of SOFR Rate Loans. If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified
in Sections 3.3, 3.4 or 3.5 hereof that gave rise to the conversion of such Lender’s SOFR Rate Loans no longer exist
(which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when SOFR Rate Loans made by other Lenders
are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding
Interest Period(s) for such outstanding SOFR Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans
of a given Class held by the Lenders of such Class holding SOFR Rate Loans and by such Lender are held pro rata (as to principal
amounts, interest rate basis, and Interest Periods) in accordance with their respective Pro Rata Shares.


  


SECTION 3.8            Replacement
of Lenders under Certain Circumstances.


 


If (i) any Lender requests
compensation under Section 3.5 or ceases to make SOFR Rate Loans as a result of any condition described in Section 3.3
or Section 3.5, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority
for the account of any Lender pursuant to Sections 3.1 or 3.2, (iii) any Lender is a Non-Consenting Lender or
a Defaulting Lender or (iv) any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party
hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender
to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.2),
all of its interests, rights and obligations under this Agreement and the related Loan Documents to one or more Eligible Assignees that
shall assume such obligations (any of which assignee may be another Lender, if a Lender accepts such assignment), provided that:


 


(a)            the
Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 12.2(b)(iv);


 


(b)            such
Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.6)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts);


 


(c)            such
Lender being replaced pursuant to this Section 3.8 shall (i) execute and deliver an Assignment and Assumption with respect
to such Lender’s Revolving Credit Commitment and outstanding Loans, and (ii) deliver any Revolving Credit Notes evidencing
such Loans to the Borrower or Administrative Agent (or a lost or destroyed note indemnity in lieu thereof); provided that the failure
of any such Lender to execute an Assignment and Assumption or deliver such Revolving Credit Notes shall not render such sale and purchase
(and the corresponding assignment) invalid and such assignment shall be recorded in the Register and such Revolving Credit Notes shall
be deemed to be canceled upon such failure;


 


(d)            pursuant
to such Assignment and Assumption, (i) the Eligible Assignee shall acquire all or a portion, as the case may be, of the assigning
Lender’s Revolving Credit Commitment and outstanding Loans, (ii) the Eligible Assignee shall purchase, at par, all Loans, accrued
interest, accrued fees and other amounts owing to the assigning Lender as of the date of replacement and (iii) upon such payment
(regardless of whether such replaced Lender has executed an Assignment and Assumption or delivered its Revolving Credit Notes to the Borrower
or the Administrative Agent), the Eligible Assignee 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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(e)            in
the case of any such assignment resulting from a claim for compensation under Section 3.5 or payments required to be made
pursuant to Sections 3.1 or 3.2, such assignment will result in a reduction in such compensation or payments thereafter;


 





(f)            such
assignment does not conflict with applicable Laws; and


 


(g)            in
the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, (i) the applicable assignee shall have consented
to the applicable consent, waiver or amendment, and (ii) the applicable consent, waiver or amendment for which the Non-Consenting
Lender has not provided its consent can be effected as a result of the assignment of such Non-Consenting Lender’s interests, rights
and obligations under this Agreement and the related Loan Documents (together with all other such assignments required by the Borrower
to be made pursuant to this Section).


 


In the event that (i) the Borrower or the
Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree
to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each Lender, all affected Lenders
or all the Lenders or all affected Lenders with respect to a certain Class or Classes of the Loans (or under a Facility), (iii) the
Requisite Lenders or the requisite Lenders of the applicable Class or Classes of the Loans (or under a Facility), 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.”


 


A Lender shall not be required to make any such
assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower
to require such assignment and delegation cease to apply.


 


SECTION 3.9            Survival.
All of the Borrower’s obligations under this Article III shall survive termination of the Commitments, repayment of
all other Obligations hereunder and resignation of the Administrative Agent, the Collateral Agent, the Swing Loan Lender or any Issuer.


 


ARTICLE IV.


 


Conditions
Precedent


 


SECTION 4.1            Conditions
Precedent to Effectiveness and Initial Credit Extensions.


 


The
effectiveness of this Agreement, and the obligation of each Lender to make any Loan and of each Issuer on any date to Issue any Letter
of Credit hereunder on the date hereof, shall be subject to the satisfaction or due waiver in accordance with Section 12.1 of
each of the following conditions precedent, except as otherwise agreed between the Borrower and the Arrangers and except to the
extent such conditions precedent are subject to Section 8.17 (the date on which such conditions are satisfied or waived in
accordance with Section 12.1 shall be referred to herein as the “Closing Date”):


  



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(a)            Loan
Documents. The Administrative Agent’s receipt of the following, each of which shall be originals or other electronic image scan
transmission (e.g., “pdf” or “tif” via e-mail) (in each case followed promptly, after the Closing Date,
by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party each in form and substance
reasonably satisfactory to the Administrative Agent and its legal counsel:


 


(i)            executed
counterparts of this Agreement;


 


(ii)           a
Revolving Credit Note executed by the Borrower in favor of each Lender that has requested a Revolving Credit Note at least two (2) Business
Days in advance of the Closing Date;


 


(iii)          each
Collateral Document listed on Schedule 4.1(a), together with:


 


(A)            copies
of (x) certificates, if any, representing the Pledged Equity of the Loan Parties and (y) instruments, if any, representing the
Pledged Debt of the Loan Parties and share transfer powers or other instruments of transfer, as applicable, in each case, delivered to
the First Lien Term Facility Administrative Agent;


 


(B)            evidence
of the completion of all other actions, recordings and filings of or with respect to any Collateral Document that the Administrative Agent
may deem necessary to satisfy the Collateral and Guarantee Requirement;


 


(iv)           copies
of Credit Card Notifications which have been executed on behalf of such Loan Party to be delivered to such Loan Party’s Credit Card
Processors listed on Schedule 8.12; and


 


(v)            executed
counterparts, by each party thereto, of the Intercreditor Agreement.





 


(b)            Liens
Searches. The Administrative Agent shall have received the results of customary lien searches made with respect to the Loan Parties
in the Covered Jurisdiction in which such Loan Party is organized or incorporated and with respect to such other locations and names of
such Loan Party listed on the Information Certificate, together with copies of the Liens filings disclosed by such searches, in each case,
to the extent such searches were requested in writing by the Administrative Agent (or its counsel) at least twenty (20) days prior to
the Closing Date and to the extent such searches are available in the relevant Covered Jurisdiction.


 


(c)            Solvency
Certificate. The Administrative Agent shall have received a solvency certificate, substantially in the form set forth as Exhibit M,
executed by a Financial Officer of Holdings attesting to the Solvency of Holdings and its Restricted Subsidiaries, on Consolidated basis,
after giving effect to the consummation of the Transactions occurring on the Closing Date.


 






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(d)            Borrowing
Base Certificate. The Administrative Agent shall have received
a Borrowing Base Certificate, dated on or about the Closing Date, executed by a Financial Officer of the Borrower, and calculating the
Revolving Borrowing Base, in each case, as of the last day of the Fiscal Month most recently ended at least fifteen (15) Business Days
prior to the Closing Date.


  


(e)            Officer’s
Closing Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying
that the conditions specified in Sections 4.1(k) and (l) have been satisfied.


 


(f)            Corporate
Authority. The Administrative Agent shall have received (i) a copy of the Constituent Document of each Loan Party filed with
any Governmental Authority in connection with such Loan Party’s organization, incorporation or formation, including all amendments
thereto, certified, if applicable, as of a recent date by the Secretary of State (or similar Governmental Authority) in the jurisdiction
of organization, formation or incorporation of such Loan Party, and a certificate as to the good standing (or local equivalent) of each
Loan Party (to the extent available in the relevant jurisdiction) as of a recent date, from such Secretary of State (or similar Governmental
Authority) in the jurisdiction of organization, incorporation or formation of such Loan Party; (ii) a certificate of a Responsible
Officer of each Loan Party, dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of all Constituent
Documents of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described
in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of
Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party,
the Transactions and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded
or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each Responsible Officer executing
any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) for each Loan Party,
a certificate of another Responsible Officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate
pursuant to clause (ii) above.


 


(g)            Opinions
of Counsel. The Administrative Agent shall have received a customary written opinion (addressed to the Administrative Agent, the Collateral
Agent and the Lenders and dated as of the Closing Date) of Goodwin Procter LLP, counsel for the Loan Parties, covering such matters relating
to the Loan Parties, the Loan Documents or the transactions contemplated thereby as the Administrative Agent shall reasonably request.
The Loan Parties hereby requests such counsel to deliver such opinions.


 


(h)            [Reserved].


 


(i)            Refinancing.
The Existing Credit Agreement Refinancing shall have been consummated, or shall be consummated substantially concurrently with the funding
of the initial Credit Extensions on the Closing Date and the Administrative Agent shall have received evidence thereof.


 






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(j)            Insurance.
The Administrative Agent shall have received evidence that all insurance required to be maintained pursuant to the Loan Documents as of
the Closing Date, has been obtained and is in effect and that the Collateral Agent has been named as lender’s loss payee and/or
additional insured, as applicable, under each insurance policy with respect to such insurance as to which the Collateral Agent shall have
requested to be so named.


  


(k)            Representations
and Warranties; No Defaults. The following statements shall be true on the Closing Date, both immediately before and immediately after
giving effect to any Credit Extensions made on the Closing Date, and the application of the proceeds thereof:





 


(i)            The
representations and warranties of each Loan Party contained in Article V or any other Loan Document are true and correct in
all material respects on and as of the Closing Date; provided that, to the extent that any such representation or warranty specifically
refers to an earlier date, such representation or warranty shall be true and correct in all material respects as of such earlier date;
provided, further that any representation or warranty that is qualified as to “materiality,” “Material
Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects
on such respective dates; and


 


(ii)           No
Default or Event of Default shall exist.


 


(l)            No
Material Adverse Effect. Since January 29, 2022, there shall not have occurred any event or circumstance, either individually
or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.


 


(m)            Fees,
Costs and Expenses. The Administrative Agent, the Arrangers and the Lenders shall have received payment of all fees, costs and expenses
contemplated by this Agreement or any other Loan Document (including the Fee Letter) due and payable on the Closing Date in respect of
the Transactions, provided that invoices for any costs and expenses to be reimbursed on the Closing Date must be received at least three
(3) Business Days prior to the Closing Date (except as otherwise reasonably agreed by the Borrower) or otherwise such costs and expenses
shall be paid no later than ten (10) days after the Closing Date.


 


(n)            KYC;
Other AML Diligence. The Lenders shall have received, at least three (3) Business Days prior to the Closing Date, (i) all
documentation and other information about the Loan Parties required under applicable “know your customer” and anti-money laundering
rules and regulations, including the PATRIOT Act and the Proceeds of Crime Act, and (ii) to the extent that the Borrower qualifies
as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect
to the Borrower, in each case, that shall have been requested in writing at least ten (10) Business Days prior to the Closing Date.


 


Without
limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with
the conditions specified in this Section 4.1, each Lender shall be deemed to have consented to, approved, accepted
or be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory
to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall
have received notice from such Lender prior to the Borrowing on the Closing Date, borrowing of Swing Loans or Issuance or deemed Issuance
hereunder specifying its objection thereto and such Lender shall not have made available to the Administrative Agent such Lender’s
Ratable Portion of such Borrowing or Swing Loans.


 






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SECTION 4.2            Conditions
Precedent to Credit Extension After the Closing Date.


 


Subject to Section 1.9,
the obligation of each Lender on any date to make any Loan and of each Issuer on any date to Issue any Letter of Credit is subject to
the satisfaction of each of the following conditions precedent:


 


(a)            Request
for Borrowing or Issuance of Letter of Credit. With respect to any Loan, the Administrative Agent shall have received a duly executed
Notice of Borrowing (or, in the case of Swing Loans, a duly executed Swing Loan Request), and, with respect to any Letter of Credit, the
Administrative Agent and the applicable Issuer shall have received a duly executed Letter of Credit Application.


 


(b)            Representations
and Warranties; No Defaults. The following statements shall be true on the date of such Loan or Issuance, both at the time of and
immediately after giving effect thereto and, in the case of any Loan, giving effect to the application of the proceeds thereof on the
date thereof:


 


(i)            The
representations and warranties of each Loan Party contained in Article V or any other Loan Document shall be true and correct
in all material respects on and as of the date of such Credit Extension; provided that, to the extent that such representation
or warranty specifically refer to an earlier date, such representation or warranty shall be true and correct in all material respects
as of such earlier date; provided, further that any representation or warranty that is qualified as to “materiality,”
 “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein)
in all respects on such respective dates; and


 


(ii)           no
Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds
therefrom.





 


(c)            Credit
Extension Conditions. After giving effect to the Loans or Letters of Credit requested to be made or Issued on any such date and the
use of proceeds thereof, the Credit Extension Conditions shall be satisfied.


 


Each submission by the Borrower to the Administrative
Agent of a Notice of Borrowing or a Swing Loan Request and the acceptance by the Borrower of the proceeds of each Loan requested therein,
and each submission by the Borrower to an Issuer of a Letter of Credit Application, and the Issuance of each Letter of Credit requested
therein, shall be deemed to constitute a representation and warranty by the Borrower that the conditions specified in clause (b) above
have been satisfied on and as of the date of the making of such Loan or the Issuance of such Letter of Credit.


 






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The conditions set forth in this Section 4.2
are for the sole benefit of the Lenders and the Issuers but until the Requisite Lenders (in the case of any Credit Extension under the
Revolving Credit Facility) otherwise direct the Administrative Agent to cease making Loans, the Revolving Credit Lenders will fund their
Revolving Commitment Percentage of all Revolving Loans and Letter of Credit Borrowings and participate in all Swing Loans and Letters
of Credit whenever made or issued which are requested by the Borrower and which, notwithstanding the failure of the Loan Parties to comply
with the provisions of this Section 4.2, are agreed to by the Administrative Agent, provided, however, the making
of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Lender or any Issuer of
the provisions of this Section 4.2 on any future occasion or a waiver of any rights or the Lenders or the Issuers against
the Loan Parties as a result of any such failure to comply.


 


ARTICLE V.


 


Representations
and Warranties


 


To induce the Lenders, the Issuers
and the Administrative Agent to enter into this Agreement, Holdings and the Borrower represents and warrants each of the following to
the Lenders, the Issuers and the Administrative Agent, on and as of the Closing Date and after giving effect to the making of the Loans
and the other financial accommodations on the Closing Date and on and as of each date as required by Section 4.2(b)(i):


 


SECTION 5.1            Existence,
Qualification and Power; Compliance with Laws. Each Loan Party and each of its Restricted Subsidiaries that is a Material Subsidiary
(a) (i) is a Person duly organized or formed, validly existing and (ii) in good standing under the Laws of the jurisdiction
of its incorporation or organization (to the extent such concept exists in such jurisdiction), (b) has all corporate or other organizational
power and authority to (i) own 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 (to the extent such concept exists) under the
Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification,
(d) is in compliance with all applicable Laws, orders, writs, injunctions and orders and (e) has all requisite governmental
licenses, authorizations, consents and approvals to operate its business as currently conducted; except in each case referred to in clause
(a)(ii), (c), (d) or (e), to the extent that failure to do so would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


SECTION 5.2            Authorization;
No Contravention. (a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party
is a party have been duly authorized by all necessary corporate or other organizational action, and (b) neither the execution, delivery
and performance by each Loan Party of each Loan Document to which such Loan Party is a party nor the consummation of the Transactions
will (i)  contravene the terms of any of such Loan Party’s Constituent Documents, (ii) result in any breach or contravention
of, or the creation of any Lien upon any of the property or assets of such Loan Party or any of the Restricted Subsidiaries (other than
as permitted under Section 9.1) under (A) any Contractual Obligation to which such Loan Party is a party or affecting
such Loan Party or the properties of such Loan Party or any of its Subsidiaries or (B) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (iii) violate any applicable
Law; except with respect to any breach, contravention or violation (but not creation of Liens) referred to in clauses (ii) and
(iii), to the extent that such breach, contravention or violation would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.


 






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SECTION 5.3            Governmental
Authorization. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan Document, except for (a) filings necessary to perfect the Liens on
the Collateral granted by the Loan Parties in favor of the Secured Parties, (b) the approvals, consents, exemptions,
authorizations, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect and
(c) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain
or make would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


SECTION 5.4            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
such Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws
and by general principles of equity and principles of good faith and fair dealing.


 


SECTION 5.5            Financial
Statements; No Material Adverse Effect.


 


(a)            The
Annual Financial Statements and the Quarterly Financial Statements delivered to the Arrangers prior to the Closing Date, and the financial
statements hereafter delivered pursuant to Section 7.1(a) or 7.1(b), fairly present in all material respects the
financial condition of Holdings and its Subsidiaries, on a Consolidated basis, as of the dates thereof and their results of operations
for the periods covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (i) except as
otherwise expressly noted therein and (ii) subject, in the case of the Quarterly Financial Statements and the financial statements
hereafter delivered pursuant to Section 7.1(b), to changes resulting from, normal year-end adjustments and the absence of
footnotes.


 


(b)            Since
January 29, 2022, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably
be expected to have a Material Adverse Effect.


 


(c)            The
Projections delivered pursuant to Section 7.1(d) have been prepared in good faith on the basis of the assumptions stated
therein, which assumptions were believed to be reasonable at the time made, it being understood that (i) no forecasts are to be viewed
as facts, (ii) such Projections delivered pursuant to Section 7.1(d) are subject to significant uncertainties and
contingencies, which may be beyond the control of the Loan Parties, (iii) that no assurance can be given that any particular financial
projections will be realized, and (iv) that actual results may differ and that such differences may be material.


 






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SECTION 5.6            Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, overtly threatened in writing,
at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of their Restricted Subsidiaries,
that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


  


SECTION 5.7            Labor
Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a) there
are no strikes or other labor disputes against any of the Loan Parties or their Restricted Subsidiaries pending or, to the knowledge of
the Loan Parties, threatened and (b) since the Closing Date, hours worked by and payment made based on hours worked to employees
of each of the Loan Parties and their Restricted Subsidiaries have not been in material violation of the Fair Labor Standards Act or any
other applicable Laws dealing with wage and hour matters.


 


SECTION 5.8            Ownership
of Property; Liens. Each Loan Party and each of its Restricted Subsidiaries has good record and marketable title in fee simple to,
or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct
of its business, free and clear of all Liens except for Liens permitted by Section 9.1 and except where the failure to have
such title or other interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


SECTION 5.9            Environmental
Matters.


 


(a)            Except
as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) each Loan Party and
each of its Restricted Subsidiaries and their respective operations is in compliance with all applicable Environmental Laws in all jurisdictions
in which the Loan Party and each of its Restricted Subsidiaries, as the case may be, is currently doing business (including having obtained
all Environmental Permits) and (ii) none of the Loan Parties or any of their respective Restricted Subsidiaries has become subject
to any pending, or to the knowledge of any Loan Party, threatened Environmental Claim or any other Environmental Liability.


 


(b)            None
of the Loan Parties or any of their respective Restricted Subsidiaries has treated, stored, transported, or disposed of Hazardous Materials
at or from any currently or formerly owned or operated real estate or facility relating to its business in a manner that would reasonably
be expected to have a Material Adverse Effect.





 


SECTION 5.10            Taxes.
Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each of the
Loan Parties and their Restricted Subsidiaries (a) has timely filed all federal, state, and other Tax returns and reports required
to be filed, and (b) has timely paid all federal, state, and other Taxes, assessments, fees and other governmental charges (including
satisfying its withholding tax obligations) levied or imposed on their properties, income or assets or otherwise due and payable, except
those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP.


 






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SECTION 5.11            ERISA
Compliance.


 


(a)            Except
as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in
compliance with the applicable provisions of ERISA, the Code and other federal or state Laws.


 


(b)            (i) No
ERISA Event has occurred within the one year period prior to the date on which this representation is made or deemed made; (ii) no
Pension Plan has failed to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302
of ERISA) applicable to such Pension Plan; (iii) none of the Loan Parties or any of their respective ERISA Affiliates has incurred,
or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Sections 4201 et seq. or 4243 of ERISA with respect to a Multiemployer Plan; (iv) none
of the Loan Parties or any of their respective ERISA Affiliates has engaged in a transaction that is subject to Sections 4069 or
4212(c) of ERISA; and (v) neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer
Plan that such Multiemployer Plan is insolvent (within the meaning of Section 4245 of ERISA) or has been determined to be in “endangered”
or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA) and no such Multiemployer Plan is
expected to be insolvent or endangered or critical status, except, with respect to each of the foregoing clauses of this Section 5.11(b),
as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 


(c)            The
Loan Parties represent and warrant as of the Closing Date that the Loan Parties are not and will not be using “plan assets”
(within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA, or otherwise) of one or more
Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.


 


SECTION 5.12            Subsidiaries.
As of the Closing Date, neither Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12,
and all of the outstanding Equity Interests in such Subsidiaries have been validly issued and are fully paid and (if applicable) nonassessable,
and all Equity Interests owned by Holdings or any other Loan Party are owned free and clear of all Liens of any Person except (a) Liens
created under the Collateral Documents, under the First Lien Term Facility Documentation (which Lien shall be subject to the Intercreditor
Agreement) and (b) to any non-consensual Liens permitted by Section 9.1. As of the Closing Date, Schedule 5.12
(i) sets forth the name and jurisdiction of each Subsidiary, (ii) sets forth the ownership interest of Holdings, the Borrower
and any other Subsidiary in each Subsidiary, including the percentage of such ownership and (iii) identifies each Subsidiary for
which the Equity Interests are required to be pledged on the Closing Date pursuant to the Collateral and Guarantee Requirement.


 


SECTION 5.13            Margin
Regulations; Investment Company Act.


 


(a)            As
of the Closing Date, none of the Collateral is comprised of any Margin Stock. No Loan Party is engaged nor will it engage, principally
or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Federal Reserve Board), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Loans
or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.


 


(b)            No
Loan Party is an “investment company” under the Investment Company Act of 1940.   


 






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SECTION 5.14            Disclosure.
As of Closing Date, none of the information and data delivered on or prior to the Closing Date in writing by or on behalf of any
Loan Party to any Agent, any Arranger 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 untrue statement of a material fact or omits to state a material fact necessary in order to make
such written information and written data, taken as a whole, in light of the circumstances under which such written information and
written data was delivered, not materially misleading; it being understood that, for purposes of this Section 5.14,
such written information and written data shall not include projections (including the Projections) and pro forma financial
information or information of a general economic or general industry nature.


 


SECTION 5.15            Intellectual
Property; Licenses, Etc. The Loan Parties and their Restricted Subsidiaries have good and marketable title to, or a valid license
or right to use, all rights in Intellectual Property (collectively, “IP Rights”) that are necessary for the operation
of their respective businesses as currently conducted, except where the failure to have any such rights, either individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Loan Parties, the operation of
the respective businesses of the Loan Parties or any of their Restricted Subsidiaries as currently conducted does not infringe upon, misuse,
misappropriate or violate any IP Rights held by any Person except for such infringements, misuses, misappropriations or violations individually
or in the aggregate, that would not reasonably be expected to have a Material Adverse Effect. No written claim or litigation regarding
any IP Rights is pending or, to the knowledge of the Loan Parties, threatened against any Loan Party or Subsidiary, that, either individually
or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


 


SECTION 5.16            Solvency.
As of the Closing Date, after giving effect to the Transactions, Holdings and its Restricted Subsidiaries, on a Consolidated basis, are
Solvent.


 


SECTION 5.17            Anti-Corruption
Laws and Sanctions.


 


(a)            Neither
the Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer,
employee, agent, Affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual
or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated
nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any
other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction.


 






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(b)            To
the extent applicable, each of Holdings and its Subsidiaries is in compliance, in all material respects, with (i) the Trading with
the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the USA PATRIOT Act.


  


(c)            The
Loan Parties and their Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Anti-Corruption
Laws.


 


SECTION 5.18            Collateral
Documents. Except as otherwise contemplated hereby or under any other Loan Documents, the provisions of the Collateral Documents,
together with such filings and other actions required to be, and when, taken hereby or by the applicable Collateral Documents (including
the delivery to Collateral Agent of any Pledged Debt and any Pledged Equity required to be delivered pursuant to the applicable Collateral
Documents), are, and will be, effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid
and enforceable Lien (subject in priority only (i) to Liens permitted by Section 9.1(p), (w), (z), (bb) (but solely
with respect to Collateral that is not Current Asset Collateral) (ee), and (jj) and (ii) to any non-consensual Liens
permitted by Section 9.1) on all right, title and interest of the respective Loan Parties in the Collateral described therein.


 


SECTION 5.19            Senior
Ranking. The Obligations are designated as “Senior Debt,” “Senior Indebtedness,” “Designated Senior
Indebtedness” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Junior Financing
constituting Material Indebtedness.


 


SECTION 5.20            Affected
Financial Institutions; Covered Entities. No Loan Party is (a) an Affected Financial Institution or (b) a Covered Entity.


 


ARTICLE VI.


 


Financial
Covenant


 


Until
the Termination Date, Holdings and the Borrower agree with the Lenders, the Issuers and the Administrative Agent to the following:


 


SECTION 6.1            Minimum
Consolidated Fixed Charge Coverage Ratio.


 


At any time that a
Covenant Trigger Event shall be in effect, the Consolidated Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries
(a) of as the last day of the most recently ended Test Period prior to the occurrence of such Covenant Trigger Event, and
(b) as of the last day of each Test Period ended thereafter during the continuance of such Covenant Trigger Event, shall be not
less than 1.00 to 1.00, and the Borrower shall immediately deliver to the Administrative Agent a certificate of a Financial Officer
setting forth reasonably detailed calculations of the Consolidated Fixed Charge Coverage Ratio.


 






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ARTICLE VII.


 


Reporting
AND MONITORING Covenants


  


Until the Termination Date,
Holdings and the Borrower shall, and shall (except in the case of the covenants set forth in Sections 7.1, 7.2 and 7.3)
cause each of its Restricted Subsidiaries to:


 


SECTION 7.1            Financial
Statements, Etc. Deliver to the Administrative Agent for prompt further distribution to each Lender each of the following and shall
take the following actions:


 


(a)            within
one hundred and twenty (120) days after the end of each Fiscal Year of Holdings (or such longer period as the Administrative Agent may
agree), a Consolidated balance sheet of Holdings as at the end of such Fiscal Year, and the related Consolidated statements of income
or operations, stockholders’ equity and cash flows for such Fiscal Year, together with related notes thereto, 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 (except
as noted therein), with such Consolidated financial statements to be audited and accompanied by a report and opinion of PricewaterhouseCoopers
LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared
in accordance with generally accepted auditing standards and shall not be subject to any “going concern” qualification (but
excluding a “going concern” explanatory paragraph or like statement), other than a “going concern” qualification
or exception that is due to (v) the impending maturity of any Indebtedness within the twelve (12) month period following the date
of the delivery of such report and opinion, (x) any actual failure to satisfy a financial covenant or any potential inability to
satisfy a financial covenant on a future date or in a future period, or (y) the activities, operations, financial results, assets
or liabilities of any Unrestricted Subsidiary;


 


(b)            within
forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year of Holdings (or such longer
period as the Administrative Agent may agree), a condensed Consolidated balance sheet of Holdings and its Subsidiaries as at the end of
such Fiscal Quarter, and the related (i) condensed Consolidated statements of income or operations for such Fiscal Quarter and for
the portion of the Fiscal Year then ended and (ii) condensed Consolidated statements of cash flows 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 Financial Officer of Holdings
as fairly presenting in all material respects the financial condition, results of operations and cash flows of Holdings and its Subsidiaries
in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes;


 


(c)            [reserved];


 






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(d)            within
ninety (90) days (or such longer period as the Administrative Agent may agree) after the end of each Fiscal Year, a reasonably detailed
Consolidated budget for the following Fiscal Year as customarily prepared by management of Holdings for its internal use (which shall
in any event include a projected Consolidated balance sheet of Holdings as of the end of the following Fiscal Year, the related Consolidated
statements of projected cash flow, projected operations and comprehensive income and setting forth the material underlying assumptions
applicable thereto) in each case on a Fiscal Quarter basis (collectively, the “Projections”), which Projections shall
in each case be accompanied by a certificate of a Responsible Officer of Holdings stating that such Projections have been prepared in
good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation
of such Projections, it being understood that (i) no forecasts are to be viewed as facts, (ii) such Projections are subject
to significant uncertainties and contingencies, which may be beyond the control of the Loan Parties, (iii) that no assurance can
be given that any particular financial projections will be realized, and (iv) that actual results may differ and that such differences
may be material; and


  


(e)            simultaneously
with the delivery of each set of Consolidated financial statements referred to in Sections 7.1(a) and 7.1(b),
the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries
(if any) from such Consolidated financial statements.


 


As to any information
contained in materials furnished pursuant to Section 7.2(b), Holdings shall not be separately required to furnish such
information under Section 7.1(a) or (b) above, but the foregoing shall not limit the obligation of
Holdings to furnish the information and materials described in Section 7.1(a) or (b) above at the times
specified therein.


 


No financial statement required
to be delivered pursuant to Section 7.1(b) shall be required to include acquisition accounting adjustments relating to
any Permitted Acquisition or other Investment to the extent it is not practicable to include any such adjustments in such financial statement.


 


Notwithstanding the foregoing,
the obligations in paragraphs (a), (b) and (e) of this Section 7.1 may be satisfied with respect to financial information
of Holdings and its Subsidiaries by furnishing the Form 10-K or 10-Q (or the equivalent), as applicable, of Holdings (or a parent
company thereof) filed with the SEC simultaneously upon such filing; provided that to the extent such information relates to a
parent of Holdings, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable
detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and
its Subsidiaries on a standalone basis, on the other hand.


 


SECTION 7.2            Certificates;
Other Information. Deliver to the Administrative Agent for prompt further distribution to each Lender:


 


(a)            Simultaneously
with the delivery of the financial statements referred to in Section 7.1(a) and Section 7.1(b) (but
in any event within the time periods referred to in Section 7.1(a) and Section 7.1(b) for delivery of
such financial statements (as such time periods may be extended by the Administrative Agent)), a duly completed Compliance Certificate
signed by a Financial Officer of Holdings; provided that, if such Compliance Certificate demonstrates an Event of Default of any
financial covenant pursuant to Section 6.1, Holdings may deliver, prior to or together with such Compliance Certificate, a
notice of its intent to cure (a “Notice of Intent to Cure”) pursuant to Section 10.4 to the extent permitted
thereunder;


 






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(b)            [reserved];


  


(c)            on
the date on which the delivery of each Compliance Certificate is required pursuant to Section 7.2(a), (i) a description
of each event, condition or circumstance during the last Fiscal Quarter covered by such Compliance Certificate requiring a mandatory prepayment
under Section 2.9, and (ii) a list of each Subsidiary of Holdings that identifies each Subsidiary as a Restricted Subsidiary
or an Unrestricted Subsidiary as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such
information since the later of the Closing Date and the date of the last such list;


 


(d)            [reserved];


 


(e)            prior
to or substantially concurrent with the consummation of any Payment Conditions Transaction (including any Permitted Acquisition, but solely
to the extent the Payment Conditions are required to be satisfied in connection therewith pursuant to the definition of “Permitted
Acquisition”), a certificate of a Responsible Officer of the Borrower certifying that the applicable conditions specified in clauses
(a) and (b) of the definition of “Payment Conditions” have been satisfied (and providing a reasonably
detailed calculation of the minimum Consolidated Fixed Charge Coverage Ratio and the minimum Excess Availability required pursuant to
clauses (b)(i) or (b)(ii), as applicable, of the definition of “Payment Conditions”);


 


(f)            prompt
written notice of any change (A) in any Loan Party’s corporate name, (B) in any Loan Party’s identity or corporate
structure or jurisdiction of formation or incorporation or (C) in the location of any Loan Party’s chief executive office,
registered office or principal place of business, in each case, to the extent notice of any such change is necessary to perfect or maintain
the perfection of any Lien securing the Obligations (whether at the time of such change or any time thereafter);


 


(g)            concurrently
with the delivery of the financial statements referred to in Section 7.1(a) and Section 7.1(b), notice of
any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof since the date
of the most recent financial statements delivered to the Administrative Agent (other than changes made in accordance with GAAP);


 


(h)            promptly
following any written request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender (through
the Administrative Agent) for purposes of compliance with applicable “know your customer” and anti-money laundering rules and
regulations, including, without limitation the PATRIOT Act, the Beneficial Ownership Regulation and the Proceeds of Crime Act; and


  


(i)            promptly,
such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Restricted
Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time on its own behalf
or on behalf of any Lender reasonably request in writing; provided, none of the Loan Parties nor any of the Restricted
Subsidiaries will be required to disclose information or other matter that (a) constitutes trade secrets or proprietary
information, (b) in respect of which disclosure is prohibited by Law or any confidentiality obligation binding on such Loan
Party, such Restricted Subsidiary or any of their respective Affiliates, or (c) is subject to attorney-client or similar
privilege or constitutes attorney work product; provided that, in the event that any such Person not provide any document or
information in reliance on clause (b) or (c), to the extent permitted by applicable Law, such Person shall
provide notice to the Administrative Agent that such documents or information is being withheld and such Person shall use
commercially reasonable efforts to communicate the applicable documents or information in a way that would not violate the
applicable obligation or risk waiver of such privilege.


 






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Documents
required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.2(b) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents,
or provides a link thereto on the Holdings’ website on the Internet at the website address listed on Schedule 12.8;
or (ii) on which such documents are posted on Holdings’ behalf on an 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). Each Lender shall be solely responsible for timely accessing posted documents.


 


Each
Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the
Issuers materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”)
and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material
non-public information with respect to Holdings and its Subsidiaries, 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. Each Loan Party hereby agrees
that (w) all Borrower Materials that are to be made available to Public Lenders 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,” each Loan Party shall be deemed to have authorized the Administrative Agent, the Arrangers,
the Issuers and the Lenders to treat the Borrower Materials as not containing any material non-public information with respect to the
Loan Parties or their securities for purposes of United States Federal securities Laws (provided, however, that to the extent
the Borrower Materials constitute Information, they shall be treated as set forth in Section 12.17); (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 the Borrower Materials that are
not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”


 


SECTION 7.3            Notices.
Promptly after a Responsible Officer of Holdings obtains actual knowledge thereof, Borrower shall notify the Administrative Agent who
shall promptly thereafter notify each Lender:


 


(a)            of
the occurrence of any Default or Event of Default; and


 






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(b)            of
(i) any dispute, litigation, investigation or proceeding between any Loan Party and any arbitrator or Governmental Authority, (ii) the
filing or commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any Subsidiary, including
pursuant to any applicable Environmental Laws or in respect of IP Rights, (iii) the occurrence of any noncompliance by any Loan Party
or any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, (iv) the occurrence of any ERISA
Event, in each case referred to in this clause and the preceding clauses (i) through (iv), to the extent such event
has resulted or would reasonably be expected to result in a Material Adverse Effect, or (v) the occurrence of any other event that
has resulted or would reasonably be expected to result in a Material Adverse Effect;


  


Each
notice pursuant to this Section 7.3 shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that
such notice is being delivered pursuant to Section 7.3(a) or (b) (as applicable) and (y) setting forth
details of the occurrence referred to therein and stating what action Holdings and the Borrower have taken and propose to take with respect
thereto.


 


SECTION 7.4            Borrowing
Base Certificates.


 


(a)            Provide
the Administrative Agent with the following documents in form and substance reasonably satisfactory to the Administrative Agent for prompt
further distribution to each Lender:


 





(i)            within
fifteen (15) Business Days after the end of each Fiscal Quarter, a Borrowing Base Certificate setting forth the calculation of the
Revolving Borrowing Base and of Excess Availability as of the last Business Day of the immediately preceding Fiscal Quarter; provided
that at any time after the occurrence and during the continuance of a Monthly Borrowing Base Reporting Period, a Borrowing Base Certificate
setting forth the calculation of the Revolving Borrowing Base and of Excess Availability as of the last day of the immediately preceding
Fiscal Month shall be delivered on or prior to the later of (as applicable) (x) fifteen (15) Business Days after the end of the prior
Fiscal Month or (y) seven (7) Business Days after the commencement of a Monthly Borrowing Base Reporting Period; provided,
further that, at any time after the occurrence and during the continuance of a Weekly Borrowing Base Reporting Period, a Borrowing
Base Certificate setting forth the calculation of the Revolving Borrowing Base and of Excess Availability as of the close of business
on Saturday of the immediately preceding calendar week shall be delivered on Wednesday of each week (or, if Wednesday is not a Business
Day, on the next succeeding Business Day); and


 


(ii)            at
any time when Borrowing Base Certificates are required to be delivered pursuant to Section 7.4(a)(i) above on a quarterly
or monthly basis, the Borrower may elect, at its option, to deliver more frequent Borrowing Base Certificates, in which case such Borrowing
Base Certificates may, at the election of the Borrower, be computed in accordance with the requirements for Borrowing Base Certificates
required to be delivered during the continuance of a Monthly Borrowing Base Reporting Period (when delivery is otherwise required to be
made pursuant to Section 7.4(a)(i) on a quarterly basis) or a Weekly Borrowing Base Reporting Period (when delivery is
otherwise required to be made pursuant to the first proviso in Section 7.4(a)(i) on a monthly basis); provided,
that, in each such case, the Borrower shall continue to deliver Borrowing Base Certificates on a monthly or weekly basis, as applicable,
in accordance with such election for at least two (2) consecutive Fiscal Months, and a Monthly Borrowing Base Reporting Period or
Weekly Borrowing Base Reporting Period shall be deemed to exist, as applicable, for all purposes of this Section 7.4(a) (but,
for the avoidance of doubt, not for any other purpose).


 






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(b)            In
the event that (A) any Loan Party or any Restricted Subsidiary shall engage in a transaction or a series of related transactions
pursuant to any Specified Asset Disposition/Investment Provision (or combination thereof) or (B) any Loan Party is deemed to be an
Excluded Subsidiary, as applicable, and in any case, either a Cash Dominion Period has commenced and is continuing or such transaction
or occurrence would result in the exclusion and/or removal of assets which were included in the determination of the Revolving Borrowing
Base (including, as a result of the application of the eligibility criteria set forth in the definition of “Eligible Accounts”,
 “Eligible Credit Card Receivables” “Eligible Inventory” and “Eligible In-Transit Inventory”, in each
case, as determined by reference to the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant to Section 7.4(a) and
in an aggregate amount for any single or series of related transactions (or other applicable events) in excess of the greater of (a) $50,000,000
and (b) 5.0% of the Revolving Borrowing Base, then prior to or concurrently with the consummation of any such transaction or series
of related transactions (or other applicable events), the Borrower shall deliver to the Administrative Agent for prompt further distribution
to each Lender, an updated Borrowing Base Certificate reflecting such transactions or series of related transactions (or other applicable
events) on a Pro Forma Basis as of the date of the most recently delivered Borrowing Base Certificate, and demonstrating that no Overadvance
shall result from such transaction or series of related transactions (or other applicable events).


 


SECTION 7.5            Inventory
Appraisals and Field Examinations.


 


(a)            (i) Holdings
shall cooperate with (and cause its Subsidiaries to cooperate with) the Administrative Agent in connection with appraisals of
Inventory that shall be in form and detail and from third-party appraisers reasonably acceptable to the Administrative Agent (each,
an “Inventory Appraisal”) for the purpose of determining the amount of the Revolving Borrowing Base attributable
to Inventory and the Administrative Agent may carry out, at the Borrower’s expense, one (1) Inventory Appraisal during
any twelve (12) month period (it being understood and agreed that the Administrative Agent shall utilize all good faith efforts to
defer any such Inventory Appraisal if no Collateral Monitoring Trigger Event has occurred during such twelve (12) month period until
such time as a Collateral Monitoring Triggering Event shall occur); provided, however, that (i)(A) at any time on
or after the date on which Excess Availability has been less than the greater of (x) $72,000,000 and (y) 15.0% of the
Revolving Loan Cap, in each case, for five (5) consecutive Business Days, the Administrative Agent shall, solely to the extent
an updated Inventory Appraisal has not occurred within three (3) months of the relevant date of determination, or may, at any
other time, carry out, at the Borrower’s expense, two (2) Inventory Appraisals during the twelve (12) month period
following such event, and (B) at any time during the continuation of a Specified Event of Default, the Administrative Agent may
carry out, at the Borrower’s expense, Inventory Appraisals as frequently as determined by the Administrative Agent in its
Permitted Discretion and (ii) in addition to the foregoing clause (i), the Administrative Agent may carry out, at
the Lenders’ expense, one (1) additional Inventory Appraisal in any twelve (12) month period. In connection with
any such Inventory Appraisal, the Borrower shall furnish to the Administrative Agent any information that the Administrative Agent
may reasonably request regarding the determination and calculation of the Revolving Borrowing Base, including correct and complete
copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of
Accounts referred to therein.


 






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(b)            (i) Holdings
shall cooperate with (and cause its Subsidiaries to cooperate with) the Administrative Agent in connection with field audits (including
field audits conducted by the Administrative Agent) (each, a “Field Examination”) and the Administrative Agent may
carry out, at the Borrower’s expense, one (1) Field Examination during any twelve (12) month period (it being understood and
agreed that the Administrative Agent shall utilize all good faith efforts to defer any such Field Examination if no Collateral Monitoring
Trigger Event has occurred during such twelve (12) month period until such time as a Collateral Monitoring Triggering Event shall occur);
provided, however, that (i)(A) at any time on or after the date on which Excess Availability has been less than the
greater of (x) $72,000,000 and (y) 15.0% of the Revolving Loan Cap, in each case, for five (5) consecutive Business Days,
the Administrative Agent shall, solely to the extent an updated Inventory Appraisal has not occurred within three (3) months of the
relevant date of determination, or may, at any other time, carry out, at the Borrower’s expense, two (2) Field Examinations
during the twelve (12) month period following such event, and (B) at any time during the continuation of a Specified Event of Default,
the Administrative Agent may carry out, at the Borrower’s expense, Field Examinations as frequently as determined by the Administrative
Agent in its Permitted Discretion and (ii) in addition to the foregoing clause (i), the Administrative Agent may carry
out, at the Lenders’ expense, one (1) additional Field Examination in any twelve (12) month period. In connection with any
such Field Examination, the Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably
request regarding the determination and calculation of the Revolving Borrowing Base, including correct and complete copies of any invoices,
underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein.


 


ARTICLE VIII.


 


Affirmative
Covenants


 


Until the Termination Date the
Borrower shall, and Holdings and the Borrower shall cause each Restricted Subsidiary to:


 


SECTION 8.1            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 or incorporation and (b) take
all reasonable action to obtain, preserve, renew and keep in full force and effect the rights (including IP Rights), licenses, permits,
privileges, franchises which are material to the conduct of its business, except in the case of clause (a) or (b),
to the extent (other than with respect to the preservation of the existence of (i) Holdings and (ii) except in a transaction
otherwise permitted by this Agreement, the Borrower) that failure to do so would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect or is pursuant to any merger, amalgamation, consolidation, liquidation, dissolution or Disposition
permitted by Article IX.


 






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SECTION 8.2            Compliance
with Laws, Etc.


 


Comply (a) in all material
respects with its Constituent Documents and the requirements of all Laws and all orders, writs, injunctions and decrees of any Governmental
Authority applicable to it or to its business or property, except if the failure to comply therewith would not reasonably be expected
individually or in the aggregate to have a Material Adverse Effect and (b) in all material respects, with all applicable Anti-Corruption
Laws, Sanctions and Anti-Money Laundering Laws.


 


SECTION 8.3            Designation
of Subsidiaries.


 


A Responsible Officer of Holdings
may at any time designate any existing or subsequently acquired or organized Restricted Subsidiary (other than the Borrower) as an Unrestricted
Subsidiary and subsequently re-designate any such Unrestricted Subsidiary as a Restricted Subsidiary subject solely to the following terms
and conditions:


 


(a)            the
fair market value of such Subsidiary at the time it is designated as an Unrestricted Subsidiary shall be treated as an Investment by the
Borrower at such time;


 


(b)            on
a Pro Forma Basis, after giving effect thereto, the Payment Conditions shall be satisfied;


 


(c)            the
Indebtedness and Liens of such Subsidiary at the time it is designated as a “Restricted Subsidiary” shall be treated as Indebtedness
and Liens of such Subsidiary at such time; and


 


(d)            on
a Pro Forma Basis, after giving effect thereto, no Event of Default has occurred or is continuing or would immediately exist after giving
effect to such designation or redesignation;


 


provided
that (i) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary unless it is also designated as an “unrestricted
subsidiary” with respect to the First Lien Term Facility or any Permitted Refinancing thereof and (ii) 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 Borrower or any other Restricted Subsidiary of the Borrower that is not a Subsidiary of the Subsidiary
to be so designated.


 


SECTION 8.4            Payment
of Taxes, Etc.


 


Timely pay, discharge or otherwise
satisfy, as the same shall become due and payable, all of its obligations and liabilities in respect of Taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits or in respect of its property or assets, except, in each case, to the
extent (a) any such Tax, assessment, charge or levy is being contested in good faith and by appropriate proceedings for which appropriate
reserves have been established in accordance with GAAP or (b) the failure to pay or discharge the same would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect.


 






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SECTION 8.5            Maintenance
of Insurance.


 


Maintain with insurance companies
that the Borrower believes (in the good faith judgment of its management) are financially sound and reputable at the time the relevant
coverage is placed or renewed or with a Captive Insurance Subsidiary, insurance with respect to the properties and business of the Loan
Parties and their Restricted Subsidiaries against loss or damage of the kinds customarily insured against by Persons engaged in the same
or similar business, of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly
situated Persons engaged in the same or similar businesses as the Loan Parties and their Restricted Subsidiaries) as are customarily carried
under similar circumstances by such other Persons, and will furnish to the Lenders, upon reasonable written request from the Administrative
Agent, information presented in reasonable detail as to the insurance so carried. Each such policy of insurance in the United States shall
(a) to the extent available from the relevant insurance carrier, name the Collateral Agent, on behalf of the Secured Parties,
as an additional insured thereunder as its interests may appear, (b) to the extent available from the relevant insurance carrier,
in the case of each casualty insurance policy, contain a lender’s loss payable clause or endorsement that names the Collateral Agent,
on behalf of the Secured Parties as the lender’s loss payee thereunder, and (c) to the extent available from the relevant insurance
carrier, in the case of each liability or casualty insurance policy, contain an endorsement providing that such policy shall not be canceled
or not renewed (i) by reason of nonpayment of premium except upon not less than ten (10) days’ prior written notice thereof
by the insurer to the Administrative Agent or (ii) for any other reason except upon not less than thirty (30) days’ prior written
notice thereof by the insurer to the Administrative Agent.


 


SECTION 8.6            Inspection
Rights.


 


In
addition to the requirements pursuant to Section 7.5, permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating
records, and make copies thereof or abstracts therefrom and to discuss its affairs, finances and accounts with its directors,
officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the
reasonable expense of the Borrower and at such reasonable times during normal business hours; provided that only the
Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 8.6
and the Administrative Agent shall not exercise such rights more often than one (1) time during any twelve (12) month
period absent the existence of an Event of Default; provided further that when an Event of Default exists, the Administrative
Agent (or any of its representatives or independent contractors) may conduct any such inspection at the expense of the Borrower at
any time during normal business hours and upon reasonable advance notice. The Administrative Agent shall give the Borrower the
opportunity to participate in any discussions with the Borrower’s independent public accountants. Notwithstanding anything to
the contrary in this Section 8.6, none of the Loan Parties nor any of the Restricted Subsidiaries will be required to
disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other
matter that (a) constitutes trade secrets or proprietary information, (b) in respect of which disclosure is prohibited by
Law or any confidentiality obligation binding on such Loan Party, such Restricted Subsidiary or any of their respective Affiliates,
or (c) is subject to attorney-client or similar privilege or constitutes attorney work product; provided that, in the
event that any such Person not provide any document or information in reliance on clause (b) or (c), to the
extent permitted by applicable Law, such Person shall provide notice to the Administrative Agent that such documents or information
is being withheld and shall use your commercially reasonable efforts to communicate the applicable documents or information in a way
that would not violate the applicable obligation or risk waiver of such privilege.


 






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SECTION 8.7            Books
and Records.


 


Maintain proper books of record
and account, in which entries that are full, true and correct in all material respects and are in conformity with GAAP shall be made of
all material financial transactions and matters involving the assets and business of Holdings, the Borrower or such Restricted Subsidiary,
as the case may be.


 


SECTION 8.8            Maintenance
of Properties.


 


Except if the failure to do
so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, maintain, preserve and protect
all of its material properties and equipment used in the operation of its business in good working order, repair and condition, ordinary
wear and tear excepted and casualty or condemnation excepted.


 


SECTION 8.9            Use
of Proceeds.


 


Use
the proceeds of the Credit Extensions only in compliance with (and not in contravention of) applicable Laws and each Loan Document, including
for working capital, general corporate purposes (including Permitted Acquisitions) and any other purpose not prohibited by the
Loan Documents and to consummate the Existing Credit Agreement Refinancing and to pay Transaction Expenses. The Borrower will not request
any Credit Extension, and no part of the proceeds of any Credit Extension shall be used (including by loan, contribution or otherwise
to any Subsidiary, joint venture partner or other individual or entity), (a) to fund any activities of or business with any individual
or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that
will result in a violation by an individual or entity (including any Lender, any Arranger, the Administrative Agent, the Collateral Agent,
any Issuer, the Swing Loan Lender, or otherwise) of Sanctions or Anti-Money Laundering Laws, or (b) in violation of any Anti-Corruption
Laws.


 


SECTION 8.10            Compliance
with Environmental Laws.


 


Except, in each case, to the
extent that the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect,
(a) comply, and take all reasonable actions to cause any lessees and other Persons operating or occupying its properties to comply
with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its
operations and properties; and (c) in each case to the extent required by applicable Environmental Laws, conduct any investigation,
study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous
Materials from any of its properties, in accordance with the requirements of all applicable Environmental Laws.


 






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SECTION 8.11            Covenant
to Guarantee Obligations and Give Security.


 


At the Borrower’s expense,
subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all
action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee
Requirement continues to be satisfied, including:


 


(a)            (x) upon
(i) the formation or acquisition of any new direct or indirect Wholly-Owned Subsidiary (other than any Excluded Subsidiary) by
any Loan Party (including pursuant to any Division), (ii) the designation in accordance with Section 8.3 of any existing
direct or indirect Wholly-Owned Subsidiary (other than any Excluded Subsidiary) as a Restricted Subsidiary, (iii) any Restricted
Subsidiary being deemed a “Material Subsidiary” (including pursuant to any such designation pursuant to the proviso set forth
in the definition of “Material Subsidiary”) or (iv) any Subsidiary (other than any Excluded Subsidiary) becoming a Wholly-Owned
Subsidiary, and (y) with respect to any Subsidiary at the time it becomes a Loan Party, for any assets (other than any Excluded Assets)
held by such Subsidiary (in each case, other than assets constituting Collateral under a Collateral Document that becomes subject to the
Lien created by such Collateral Document upon acquisition thereof (without limitation of the obligations to perfect such Lien)):


 


(i)            on
or before the date that is ninety (90) days after the formation, incorporation, acquisition, designation or other event occurred (or such
longer period as the Administrative Agent may agree in its reasonable discretion), cause each such Subsidiary that is required to become
a Loan Party pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent a Joinder Agreement:


 


(A)            on
or before the date that is ninety (90) days after the formation, incorporation, acquisition, designation or other event occurred (or such
longer period as the Administrative Agent may agree in its reasonable discretion), cause each such Subsidiary that is required to become
a Loan Party pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Collateral Agent the following: Security
Agreement Supplements, a joinder to the Intercompany Subordination Agreement, Intellectual Property Security Agreements (if applicable)
and other Collateral Documents as reasonably requested by and in form and substance reasonably satisfactory to the Collateral Agent (consistent
with the Guaranty and the Security Agreement, Intellectual Property Security Agreements and other Collateral Documents in effect
on the Closing Date with respect to Loan Parties in the Covered Jurisdictions applicable to such Loan Party), in each case granting and
perfecting Liens required by the Collateral and Guarantee Requirement;


 






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(B)            on
or before the date that is ninety (90) days after the formation, incorporation, acquisition, designation or other event occurred (or such
longer period as the Administrative Agent may agree in its reasonable discretion) and subject to the Intercreditor Agreement, cause each
such Subsidiary that is required to become a Loan Party pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates
representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement,
accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under
local law) and instruments evidencing the intercompany Indebtedness held by such Subsidiary and required to be pledged pursuant to the
Collateral Documents, indorsed in blank to the Collateral Agent;


  


(C)            on
or before the date that is ninety (90) days after the formation, incorporation, acquisition, designation or other event occurred (or such
longer period as the Administrative Agent may agree in its reasonable discretion), (1) take and cause any applicable Subsidiary and
each direct or indirect parent of such Subsidiary that is required to become a Loan Party pursuant to the Collateral and Guarantee Requirement
to take whatever action (including the filing of UCC financing statements and delivery of stock and membership interest certificates to
the extent certificated) may be necessary 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 Liens (subject to the Intercreditor Agreement) required by the Collateral
and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be
limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law) and
(2) comply with the requirements of Section 8.12 with respect to all Deposit Accounts and Securities Accounts; and


 


(ii)           substantially
concurrently with the execution of such Collateral Documents, to the extent reasonably requested in writing by the Administrative Agent,
deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties,
of counsel for the Loan Parties, as applicable, reasonably acceptable to the Administrative Agent as to such matters set forth in this
Section 8.11 as the Administrative Agent may reasonably request.


 


(b)            without
limiting the provisions of Section 8.12 and except as provided in Section 8.11(c), upon the acquisition of any
assets that are Collateral by any Loan Party (including pursuant to any Division) (other than assets constituting Collateral under a Collateral
Document that becomes subject to the Lien created by such Collateral Document upon acquisition thereof (without limitation of the obligations
to perfect such Lien)), within ninety (90) days after written request by the Administrative Agent (or such longer period as the Administrative
Agent may agree in its reasonable discretion), (i) take and cause any applicable Subsidiary to take whatever action (including the
filing of UCC financing statements and delivery of stock and membership interest certificates to the extent certificated) may be necessary
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 Liens required by the Collateral and Guarantee Requirement in such assets, enforceable against all third parties
in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity
(regardless of whether enforcement is sought in equity or at law).


 






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SECTION 8.12            Cash
Receipts.


 


(a)            Use
commercially reasonable efforts to enter into, promptly after the Closing Date, Approved Control Arrangements with each Approved Account
Bank, in each case in form and substance reasonably satisfactory to the Administrative Agent, with respect to each Deposit Account located
in the United States in which material amounts of funds of any of the Loan Parties are concentrated (which may include those listed on
Schedule 8.12 as of the Closing Date, but excluding, for the avoidance of doubt, Excluded Accounts) (collectively, the “Material
Deposit Accounts”). If an Approved Control Arrangement shall not have been established with respect to any Material Deposit
Account on or prior to the date that is ninety (90) days after the Closing Date (such date, the “Cash Management Compliance Date”),
the applicable Loan Party shall, within ninety (90) days after the Cash Management Compliance Date (or such later date as the Administrative
Agent may agree in its reasonable discretion), be required to move such Material Deposit Account, as applicable, to the Administrative
Agent, an Affiliate or branch thereof or another financial institution that is willing to enter into an Approved Control Arrangement.
Notwithstanding anything in this section to the contrary, the provisions of this Section 8.12(a) shall not apply to any Deposit
Account acquired by a Loan Party in connection with a Permitted Acquisition prior to the date that is ninety (90) days (or such later
date as the Administrative Agent may agree) following the consummation of such Permitted Acquisition.


 


(b)            The
Loan Parties may open or close Deposit Accounts or Material Deposit Accounts and, at any time prior to the commencement of any Cash Dominion
Period, subject, in the case of the opening of any Material Deposit Account, to the establishment of Approved Control Arrangements with
respect thereto (unless expressly waived by the Administrative Agent) consistent with the provisions of this Section 8.12.


 


(c)            Each
Loan Party shall (i) instruct each Account Debtor or other Person located in the United States obligated to make a payment to any
of them under any Account to make payment, or to continue to make payment, to an Approved Deposit Account, (ii) deposit in (A) a
Store Account all Cash Receipts received in the Stores, and (B) an Approved Deposit Account promptly upon receipt all other Cash
Receipts (as defined below) received by any Loan Party from any other Person located in the United States (iii) deliver Credit Card
Notifications to the Administrative Agent (x) on the Closing Date with respect to any existing agreements with Credit Card Processors
and (y) after the Closing Date, promptly following the entering into of any new agreement with any Credit Card Processor, and (iv) instruct
each depository institution located in the United States for a Deposit Account (including, without limitation, Store Accounts, but excluding
Excluded Accounts) to cause all amounts on deposit and available in such Deposit Account to be swept to one of the Loan Parties’
Approved Deposit Accounts no less frequently than on each Business Day, such instructions to be irrevocable unless otherwise agreed to
by the Administrative Agent. So long as no Cash Dominion Period is continuing, the Loan Parties may direct, and shall have sole control
over, the manner of disposition of funds in the Approved Deposit Accounts, in each case subject to the other provisions of this Agreement
and the other Loan Documents.


 






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(d)            Each
Credit Card Notification and Approved Control Arrangement shall require (without further consent of the Loan Parties), and the Loan Parties
shall cause, after the occurrence and during the continuance of a Cash Dominion Period and subject to the Intercreditor Agreement (and
whether or not there are then any outstanding Obligations), the ACH or wire transfer no less frequently than each Business Day to the
concentration account maintained at Bank of America (or at another financial institution acceptable to the Administrative Agent in its
sole discretion) by and in the name of the Borrower (the “Concentration Account”), of all cash receipts and collections,
including, without limitation, the following, but, in each case, excluding any Excluded Assets (collectively, the “Cash Receipts”):


  


(i)            all
available cash receipts from the sale of Inventory and other Current Asset Collateral (and, after the repayment of the First Lien Term
Facility, all other Collateral) or casualty insurance proceeds arising from any of the foregoing;


 


(ii)           all
proceeds of collections of Accounts (including, without limitation, Credit Card Receivables);


 


(iii)          the
then contents of each Deposit Account (including, without limitation, any Approved Deposit Account subject to an Approved Control Arrangement
and any Store Account) located in the United States (net of any minimum balance as may be required to be kept in the subject Deposit Account
by the institution at which such Deposit Account is maintained);


 


(iv)           the
cash proceeds of all credit card and debit card charges; and


 


(v)            subject
to the Intercreditor Agreement, all cash proceeds of any other Collateral.


 





(e)            The
Concentration Account shall at all times 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, (ii) the funds on deposit in
the Concentration Account shall at all times be collateral security for all of the Obligations, and (iii) the funds on deposit in
the Concentration Account shall be applied as provided in this Agreement. In the event that, notwithstanding the provisions of this Section 8.12,
any Loan Party receives or otherwise has dominion and control of any such proceeds or collections during a Cash Dominion Period, such
proceeds and collections shall be held in trust by such Loan Party for the Collateral Agent and shall, not later than the Business Day
after receipt thereof, be deposited into the Concentration Account or dealt with in such other fashion as such Loan Party may be instructed
by the Administrative Agent. Any amounts received in the Concentration Account at any time when all of the Obligations have been paid
in full shall be remitted to the operating account of the Loan Parties maintained with the Administrative Agent or to an operating account
otherwise designated by the Borrower.


 


(f)            [Reserved].


 






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(g)            So
long as no Cash Dominion Period is continuing, the Loan Parties may direct, and shall have sole control over, the manner of disposition
of funds in the Approved Securities Accounts and Approved Deposit Accounts.


  


(h)            Upon
the Borrower’s written requests following the termination of any Cash Dominion Period, the Administrative Agent shall promptly (but
in any event shall use its commercially reasonable efforts within one (1) Business Day to) furnish written notice to each Approved
Account Bank at which any Approved Deposit Account is maintained, of any termination of a Cash Dominion Period.


 


(i)            The
Borrower may from time to time provide a written request to the Administrative Agent requesting that the Administrative Agent permit the
withdrawal of a requested amount of Qualified Cash from any applicable Approved Deposit Account, Approved Securities Account or Qualified
Cash Securities Account and, within two (2) Business Days of such written request, the Administrative Agent shall permit (or, if
the relevant Approved Deposit Account, Approved Securities Account or Qualified Cash Securities Account is not held with the Administrative
Agent, shall instruct the relevant depositary bank or securities intermediary to so permit) the withdrawal of the requested amount of
Qualified Cash in accordance with the written instructions of the Borrower so long as, solely with respect to any Qualified Cash Securities
Account, (i) no Default has occurred and is continuing or would result from such withdrawal of the requested amount of Qualified
Cash in accordance with such written instructions of the Borrower, (ii) after giving effect to such withdrawal, the Revolving Credit
Outstandings shall not exceed the Revolving Borrowing Base (it being agreed that, immediately upon such withdrawal, without any further
act of any Person, the Revolving Borrowing Base shall be calculated excluding the amount of Qualified Cash so withdrawn), and (iii) the
Borrower shall have provided an update to the Borrowing Base Certificate most recently delivered to the Administrative Agent pursuant
to Section 7.4(a) or (b) (as applicable) reflecting the result of such withdrawal on the calculation of the
Revolving Borrowing Base.


 


SECTION 8.13            Further
Assurances. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral
Document and in each case at the expense of the Loan Parties, promptly upon reasonable request by the Administrative Agent or the Collateral
Agent or as may be required by applicable Law (i) correct any material defect or error that may be discovered in the execution, acknowledgment,
filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances
and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out
more effectively the purposes of the Collateral Documents.


 


SECTION 8.14            [Reserved].


 


SECTION 8.15            [Reserved].


 


SECTION 8.16            [Reserved].


 


SECTION 8.17            Post-Closing
Obligations.


 






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Complete each of the post-closing
obligations listed on Schedule 8.17, as soon as commercially reasonable and in any event on or before the date set forth for
such post-closing obligation on Schedule 8.17 (as such date may be extended by the Administrative Agent in its reasonable
discretion), each of which post-closing obligation shall be completed or provided in form and substance reasonably satisfactory to the
Administrative Agent.


 


ARTICLE IX.


 


Negative
Covenants


 


Until
the Termination Date, the Borrower shall not (and, with respect to Section 9.15 only, Holdings shall not), nor shall Holdings
or the Borrower permit any Restricted Subsidiary to:


 


SECTION 9.1            Liens.
Create, incur, assume or suffer to exist any Lien securing Indebtedness upon any of its property, assets or revenues, whether now owned
or hereafter acquired, other than the following:


 


(a)            Liens
created pursuant to any Loan Document;


 


(b)            Liens
existing on the Closing Date and, to the extent securing Indebtedness in an aggregate amount exceeding $5,000,000, set forth on Schedule 9.1(b) and
any modifications, replacements, renewals or extensions thereof; provided, that such modification, replacement, renewal or extension
does not extend to any additional property other than (1) after-acquired property that is affixed or incorporated into the property
covered by such Lien or financed by Indebtedness permitted under Section 9.3 and (2) proceeds and products thereof;


 


(c)            Liens
for Taxes, assessments or governmental charges that are not overdue for a period of more than thirty (30) days or that are being contested
in good faith and by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP;


 


(d)            statutory
or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens
or other customary Liens (other than in respect of Indebtedness) in favor of landlords, so long as, in each case, such Liens arise in
the ordinary course of business that secure amounts not overdue for a period of more than thirty (30) days or, if more than thirty (30)
days overdue, are unfiled and no other action has been taken to enforce such Lien or that are being contested in good faith and by appropriate
proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;


 


(e)            (i) pledges
or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social
security legislation, and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification
obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing
property, casualty or liability insurance to Holdings, the Borrower or any 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 those to secure
health, safety and environmental obligations) incurred in the ordinary course of business;


  


(g)            easements,
rights-of-way, restrictions (including zoning restrictions), encroachments, protrusions and other similar encumbrances and title defects
affecting real property that, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the
Loan Parties and their Restricted Subsidiaries taken as a whole, or the use of the property for its intended purpose;


 


(h)            Liens
arising from judgments or orders for the payment of money not constituting an Event of Default under Section 10.1(g);


 


(i)            Liens
securing obligations in respect of Indebtedness permitted under Section 9.3(e); provided that (i) such Liens attach
concurrently with or within two hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement
or improvement (as applicable) of the property subject to such Liens, (ii) such Liens do not at any time encumber any property other
than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and
the products thereof and customary security deposits, and (iii) such Liens do not at any time extend to or cover any assets (except
for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets
subject to, or acquired, constructed, repaired, replaced or improved with the proceeds of such Indebtedness; provided that individual
financings of equipment provided by one lender may be cross collateralized to other financings of equipment provided by such lender;


 


(j)            leases,
licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (i) interfere in any material
respect with the business of the Loan Parties and their Restricted Subsidiaries, taken as a whole, or (ii) secure any Indebtedness;


 


(k)            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;


 


(l)            Liens
(i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 9.2(i) or
Section 9.2(m) 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 9.5, in each case, solely to the extent such Investment or
Disposition, as the case may be, would have been permitted on the date of the creation of such Lien;


 


(m)            Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;


 






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(n)            Liens
on property of, or (except to the extent constituting Collateral) Equity Interests in, any Non-Loan Party securing Indebtedness of such
Non-Loan Party incurred pursuant to Sections 9.3(b), (l), (p), (r) or (v);


  


(o)            Liens
in favor of a Loan Party or a Restricted Subsidiary securing Indebtedness permitted under Section 9.3(d);


 


(p)            Liens
existing on property (other than Current Asset Collateral, unless the Liens thereon are subordinated to the Lien of the Collateral Agent
securing the Obligations in a manner consistent with the terms of the Intercreditor Agreement) at the time of its acquisition or existing
on the property of any Person (including any Equity Interests owned by such Person) at the time such Person becomes a Restricted Subsidiary
(other than by designation as a Restricted Subsidiary pursuant to Section 8.3), in each case after the Closing Date (other
than Liens on the Equity Interests (to the extent constituting Collateral) of any Person that becomes a Restricted Subsidiary); provided
that (i) such Lien was not created in contemplation of any such event, (ii) such Lien does not extend to or cover any other
assets or property (other than the proceeds or products thereof and other than after-acquired property of such acquired Restricted Subsidiary
or the Equity Interests owned by such Person), and (iii) the Indebtedness secured thereby is permitted under Section 9.3(e) or
(v);


 


(q)            any
interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s
or sublicensor’s interest under leases (other than Capitalized Leases) or licenses entered into by any Loan Party or any of the
Restricted Subsidiaries in the ordinary course of business;


 


(r)            Liens
arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Loan Party
or any of the Restricted Subsidiaries in the ordinary course of business;


 


(s)            Liens
deemed to exist in connection with Investments in repurchase agreements under Section 9.2 and reasonable customary initial
deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts maintained in the ordinary
course of business and not for speculative purposes;


 


(t)            Liens
solely on any cash earnest money deposits made by any Loan Party or any of the Restricted Subsidiaries in connection with any letter of
intent or purchase agreement not prohibited hereunder;


 


(u)            ground
leases in respect of real property on which facilities owned or leased by any Loan Party or any of the Restricted Subsidiaries are located;


 


(v)            purported
Liens evidenced by the filing of precautionary UCC financing statements or similar public filings;


 


(w)            Liens
securing Indebtedness in an aggregate amount not to exceed the greater of (i) $500,000,000 and (ii) 62% of Consolidated EBITDA
as of the most recently ended Test Period on a Pro Forma Basis; provided that (A) to the extent any such Indebtedness is secured
by a Lien on the Collateral, such Lien shall be subject to an Acceptable Intercreditor Agreement, and (B) to the extent any such
Indebtedness is secured by a Lien on the Current Asset Collateral, such Lien on such Current Asset Collateral shall be subordinate to
the Liens of the Collateral Agent on the Current Asset Collateral securing the Obligations pursuant to an Acceptable Intercreditor Agreement;


 






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(x)            Liens
(i) of a collection bank arising under Section 4-208 of the UCC on the items in the course of collection,
(ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of
business and (iii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or
other funds maintained with a financial institution (including the right of set off) and that are within the general parameters
customary in the banking industry;


 


(y)            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 Loan Parties and their Restricted Subsidiaries, taken
as a whole;


 


(z)            the
modification, replacement, renewal or extension of any Lien permitted by clauses (b), (i) and (p) of this
Section 9.1; 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 9.3,
and (B) proceeds and products thereof, (ii) to the extent the Liens subject to such modification, replacement, renewal or extension
are subordinated to the Liens of the Collateral Agent Securing the Obligations, such Liens being so modified, replaced, renewed or extended
shall be subordinated to the Liens of the Collateral Agent on terms at least as favorable to the Lenders as those contained in the subordination
of such existing Liens and (iii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is permitted
by Section 9.3;


 


(aa)           rights
of set-off against credit balances of a Loan Party or any of the Restricted Subsidiaries with Credit Card Issuers or Credit Card Processors
or amounts owing by such Credit Card Issuers or Credit Card Processors to a Loan Party or any of the Restricted Subsidiaries in the ordinary
course of business, but not rights of set-off against any other property or assets of any Loan Party or any the Restricted Subsidiaries
pursuant to the agreements with such Credit Card Issuers or Credit Card Processors (as in effect on the date hereof) to secure the obligations
of any Loan Party or any of the Restricted Subsidiaries to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks;


 


(bb)           without
duplication of, or aggregation with, any other Lien permitted under any other clause of this Section 9.1, other Liens securing
Indebtedness permitted under Section 9.3(s), provided that, (i) to the extent any such Indebtedness is secured
by a Lien on the Collateral, such Lien shall be subject to an Acceptable Intercreditor Agreement, and (ii) to the extent any such
Indebtedness is secured by a Lien on the Current Asset Collateral, such Lien on such Current Asset Collateral shall be subordinate to
the Liens of the Collateral Agent on the Current Asset Collateral securing the Obligations pursuant to an Acceptable Intercreditor Agreement;


 


(cc)           deposits
of cash with the owner or lessor of premises leased and operated by a Loan Party or any of the Restricted Subsidiaries in the ordinary
course of business of the Loan Parties and such Restricted Subsidiaries to secure the performance of any Loan Party’s or such Restricted
Subsidiary’s obligations under the terms of the lease for such premises;


 






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(dd)           Liens
that are contractual rights of setoff (i) relating to the establishment of depository relations with banks or other financial institutions
not given in connection with the issuance of Indebtedness or (ii) relating to pooled deposit or sweep accounts of any Loan Party
or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business
of the Loan Parties and the Restricted Subsidiaries;


 


(ee)           Liens
securing obligations in respect of Indebtedness permitted under Section 9.3(q) and Specified Hedge Obligations and any
Cash Management Obligations (in each case, as defined in the First Lien Term Facility Credit Agreement) permitted under Section 9.3(q) (or,
in each case, any Permitted Refinancing in respect thereof, and subject to the Intercreditor Agreement or, in the case of any Permitted
Refinancing thereof, another intercreditor agreement containing terms that are at least as favorable to the Secured Parties as those contained
in the Intercreditor Agreement);


 


(ff)            [reserved];


 


(gg)           Liens
in connection with sale-leaseback transactions which such Liens do not attach to or otherwise encumber any Current Asset Collateral;


 


(hh)           the
right reserved to or vested in any Governmental Authority by the terms of any lease, license, franchise, grant or permit acquired by that
Person or by any statutory provision to terminate any such lease, license, franchise, grant or permit, or to require annual or other payments
as a condition to the continuance thereof;


 


(ii)           security
given to a public utility or any Governmental Authority when required by such utility or authority in connection with the operations of
that Person in the ordinary course of its business; and


 





(jj)           any
other Lien securing any Indebtedness, provided that (i) the Net Leverage Ratio, on a Pro Forma Basis, as of the last day of
the most recently ended Test Period is equal to or less than the greater of (x) 0.95 to 1.00 or (y) the Net Leverage Ratio immediate
prior to the incurrence of such Indebtedness secured by such Lien, (ii) to the extent any such Indebtedness is secured by a Lien
on the Collateral, such Lien shall be subject to an Acceptable Intercreditor Agreement and (iii) to the extent any such Indebtedness
is secured by a Lien on the Current Asset Collateral, such Lien on such Current Asset Collateral shall be subordinate to the Liens of
the Collateral Agent on the Current Asset Collateral securing the Obligations pursuant to an Acceptable Intercreditor Agreement.


 


SECTION 9.2            Investments.


 


Make or hold any Investments,
except:


 


(a)            Investments
by any Loan Party or any of the Restricted Subsidiaries in assets that are cash and Cash Equivalents;


 






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(b)            loans
or advances to officers, directors and employees of any Loan Party or any of the Restricted Subsidiaries (i) for reasonable and customary
business-related travel, entertainment, relocation and analogous ordinary business purposes, (ii) in connection with such Person’s
purchase of Equity Interests of Holdings and (iii) for any other purpose, in an aggregate principal amount outstanding under this
clause (iii) not to exceed $25,000,000;


  


(c)            Investments
by any Loan Party or any Restricted Subsidiary in a Loan Party or any Restricted Subsidiary; provided that in the case of any such
Investments made pursuant to this clause (c) by any Loan Party in any Non-Loan Party (i) in the form of intercompany
loans, shall be evidenced by notes that have been pledged (individually or pursuant to a global note) to the Collateral Agent for the
benefit of the Lenders in accordance with the requirements of the Security Agreement (it being understood and agreed that any Investments
permitted under this clause (i) that are not so evidenced as of the Closing Date are not required to be so evidenced and pledged
until the date that is ninety (90) days after the Closing Date (or such later date as may be acceptable to the Administrative Agent))
and (ii) shall be limited, to the extent not made in ordinary course of business (in a manner consistent with past practices), to
an aggregate amount not to exceed the greater of (A) $100,000,000 and (B) 11.0% of Consolidated EBITDA as of the most recently
ended Test Period on a Pro Forma Basis;


 


(d)            Investments
consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in
the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account
debtors and other credits to suppliers in the ordinary course of business;


 


(e)            Investments
consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Sections 9.1,
9.3 (other than 9.3(c)(ii) or (d)), 9.4 (other than 9.4(d)(ii), (e) or (f)), 9.5 (other
than 9.5(d)(ii) or (e)) and 9.6 (other than 9.6(d) or (g)(iv)), respectively;


 


(f)            Investments
existing on the Closing Date or made pursuant to legally binding written contracts in existence on the Closing Date and, in each case,
to the extent such Investment (or required Investments) exceeds $5,000,000, set forth on Schedule 9.2(f) and any modification,
replacement, renewal, reinvestment or extension of any of the foregoing; provided that the amount of any Investment permitted pursuant
to this Section 9.2(f) is not increased from the amount of such Investment on the Closing Date except pursuant to the
terms of such Investment as of the Closing Date or as otherwise permitted by another clause of this Section 9.2;


 


(g)            Investments
in Swap Contracts permitted under Section 9.3;


 


(h)            promissory
notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 9.5;


 


(i)            Permitted
Acquisitions;


 


(j)            Investments
made to effect the Transaction;


 


(k)            Investments
(including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of suppliers and customers
or in settlement of delinquent obligations of, or other disputes with, customers and suppliers arising in the ordinary course of business
or upon the foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;


 






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(l)            Joint
Venture Investments;


 


(m)            without
duplication of any other clauses of this Section 9.2, other Investments that do not exceed at any time outstanding the sum
of (i) greater of (A) $150,000,000 and (B) 17% of Consolidated EBITDA as of the most recently ended Test Period, on a Pro
Forma Basis, plus (ii) the unutilized amounts under the General Restricted Payment Basket and the General Restricted Debt
Payment Basket which have been reallocated by the Borrower to make Investments pursuant to this Section 9.2(m);


 


(n)            advances
of payroll payments to employees in the ordinary course of business;


 


(o)            Investments
to the extent that payment for such Investments is made solely with Qualified Equity Interests of Holdings (or any direct or indirect
parent thereof);


 


(p)            Investments
held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged into a Loan Party or merged or consolidated with
a Restricted Subsidiary in accordance with Section 9.4 after the Closing Date (other than existing Investments in subsidiaries
of such Subsidiary or Person, which must comply with the requirements of Section 9.2(i) or (m)) to the extent that such
Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in
existence on the date of such acquisition, merger, amalgamation or consolidation;


 


(q)            Investments
in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and Article 4 customary
trade arrangements with customers consistent with past practices;


 


(r)            Investments
made by any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such
Restricted Subsidiary from an Investment made pursuant to clauses (c), (i) or (m) of this Section 9.2;


 


(s)            (i) Guarantees
by any Loan Party or any of the Restricted Subsidiaries of leases (other than Capitalized Leases) or of other obligations that do not
constitute Indebtedness, in each case entered into in the ordinary course of business and (ii) Investments for utilities, security
deposits, leases and similar prepaid expenses incurred in the ordinary course of business and trade accounts created, or prepaid expenses
accrued, in the ordinary course of business;


 


(t)            Investments
received in connection with (i) a Disposition permitted by Section 9.5(m) or (ii) any Restricted Payment permitted
by Section 9.6(k);


 


(u)            Without
duplication of, or aggregation with, any Investment made under any other clause of this Section 9.2, other Investments so
long as the Payment Conditions are satisfied after giving effect thereto;


 






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(v)            Investments
consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments (other than by reference to this Section 9.2(v))
under Sections 9.1, 9.3, 9.4, 9.5 and 9.6, respectively;


  


(w)            [reserved];
and


 


(x)            (i) loans
and advances to Holdings (or any direct or indirect parent thereof) 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 by Holdings
(or such direct or indirect parent) in accordance with Section 9.6 (f) or (g) and (ii) Investments or
Guarantees with respect to any direct or indirect parent of the Borrower that could otherwise be made as a Restricted Payment under Section 9.6,
so long as the amount of such Investment or Guarantee is deducted from the amount available to be made as a Restricted Payment under the
applicable clause of Section 9.6.


 


Notwithstanding anything to
the contrary in this Section 9.5, no Loan Party shall be permitted to transfer or dispose of any Material Intellectual
Property owned by a Loan Party to any Non-Loan Party or any Unrestricted Subsidiary, other than, for the avoidance of doubt, the grant
of a non-exclusive license of such Material Intellectual Property.


 


Any Investment made in reliance
on an Specified Asset Disposition/Investment Provision shall be subject to compliance with Section 7.4(b).


 


SECTION 9.3            Indebtedness.


 


Create, incur, assume or suffer
to exist any Indebtedness or issue any Disqualified Equity Interest, other than:


 


(a)            Indebtedness
under the Loan Documents (including Indebtedness incurred in accordance with Section 2.15);


 


(b)            (i) Indebtedness
existing on the Closing Date and, to the extent exceeding an aggregate principal amount in excess of $5,000,000, set forth on Schedule 9.3(b) and
any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date provided that all such
Indebtedness of any Loan Party owed to any Non-Loan Party shall be subject to the Intercompany Subordination Agreement;


 


(c)            (i) Guarantees
by any Loan Party and any of the Restricted Subsidiaries in respect of Indebtedness of any Loan Party or any of the Restricted Subsidiaries
otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party may not, by virtue of this Section 9.3(c),
Guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 9.3); provided
that, if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guaranty on
terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, and (ii) any Guaranty by
a Loan Party of Indebtedness of a Restricted Subsidiary that would have been permitted as an Investment by such Loan Party in such Restricted
Subsidiary under Section 9.2(c);


 






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(d)            Indebtedness
of any Loan Party or any of the Restricted Subsidiaries owing to any Loan Party or any other Restricted Subsidiary to the extent constituting
an Investment permitted by Section 9.2; provided that (i) all such Indebtedness of any Loan Party owed to any
Person that is not a Loan Party shall be subject to the Intercompany Subordination Agreement and (ii) in the event of any such Indebtedness
in respect of the sale, transfer or assignment of Current Asset Collateral, such Indebtedness shall be duly noted on the books and records
of the Loan Parties as being owing in respect of Current Asset Collateral;


 


(e)            (i) Attributable
Indebtedness and other Indebtedness (including Capitalized Leases) of any Loan Party or any of the Restricted Subsidiaries financing the
acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred
concurrently with or within two hundred and seventy (270) days after the applicable acquisition, construction, repair, replacement or
improvement and any Permitted Refinancing thereof in an aggregate principal amount pursuant to this clause (i) not to exceed
the greater of (A) $180,000,000 and (B) 20% of Consolidated EBITDA as of the most recently ended Test Period on a Pro Forma
Basis, and (ii) Attributable Indebtedness arising out of sale-leaseback transactions with respect to properties acquired after the
Closing Date and any Permitted Refinancing thereof in an aggregate amount outstanding pursuant to this clause (ii) at any
time not to exceed the greater of (A) $180,000,000 and (B) 20% of Consolidated EBITDA as of the most recently ended Test Period
on a Pro Forma Basis, and any Permitted Refinancings thereof;


 


(f)            Indebtedness
in respect of Swap Contracts designed to hedge against any Loan Party’s or any Restricted Subsidiary’s exposure to interest
rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes
and Guarantees thereof;


 


(g)            Indebtedness
representing deferred compensation to employees of the Loan Parties and their Restricted Subsidiaries incurred in the ordinary course
of business;


 


(h)            Indebtedness
to current or former officers, directors, managers, consultants and employees, their respective estates, spouses or former spouses to
finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) permitted by Section 9.6;


 


(i)            Indebtedness
incurred by any Loan Party or any of the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted
hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase
price (including earn-outs) or other similar adjustments;


 


(j)            Indebtedness
consisting of obligations of the Loan Parties and the Restricted Subsidiaries under deferred compensation (including indemnification obligations,
obligations in respect of purchase price adjustments, earn-outs, incentive non-competes and other contingent obligations) or other similar
arrangements incurred or assumed by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment
or any Disposition expressly permitted hereunder;


 






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(k)            Cash
Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections,
employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees
thereof;


  


(l)            Indebtedness
of the Loan Parties and the Restricted Subsidiaries in an aggregate principal amount not to exceed the greater of (i) $500,000,000
and (ii) 85% of Consolidated EBITDA as of the most recently ended Test Period on a Pro Forma Basis, in each case determined at the
date of incurrence of such Indebtedness; provided that the aggregate principal amount outstanding of Indebtedness permitted in
reliance on this clause (l) with a maturity date that is earlier than 91 days after the then Latest Maturity Date in effect,
determined at the date of incurrence of such Indebtedness, shall not exceed the greater of (A) $180,000,000 and (B) 20% of Consolidated
EBITDA as of the most recently ended Test Period on a Pro Forma Basis; provided, further, that, solely to the extent the
amount of Indebtedness incurred pursuant to this clause (l) exceeds $100,000,000, the Administrative Agent shall be entitled to implement
an Availability Reserve with respect to any such Indebtedness that matures prior to the Latest Maturity Date;


 


(m)            Indebtedness
consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each
case, in the ordinary course of business;


 


(n)            Indebtedness
incurred by the Loan Parties or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances,
warehouse receipts or similar instruments issued or created in the ordinary course of business consistent with past practice 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;


 


(o)            obligations
in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by
any Loan Party or any of the Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments
related thereto, in each case in the ordinary course of business or consistent with past practice;


 


(p)            Indebtedness
of the Loan Parties and the Restricted Subsidiaries, provided that (i) on a Pro Forma Basis, after giving effect to the incurrence
of such Indebtedness either (A) the Net Leverage Ratio as of the last day of the most recently ended Test Period is equal to or less
than the greater of (x) 0.95 to 1.00 or (y) the Net Leverage Ratio immediate prior to the incurrence of such Indebtedness or
(B) the Interest Coverage Ratio for the most recently ended Test Period is equal to or greater than the lower of (x) 1.75 to
1.00 and (y) the Interest Coverage Ratio immediately prior to the incurrence of such Indebtedness, (ii) the maturity date of
such Indebtedness shall be no earlier than 91 days after the then Latest Maturity Date in effect, determined at the date of incurrence
of such Indebtedness and (iii) Indebtedness incurred by a Non-Loan Party in reliance on this Section 9.3(p) (together
with any Indebtedness of any Non-Loan Party incurred pursuant to Section 9.3(r)), at the time of the incurrence thereof and
after giving Pro Forma Effect thereto, shall not exceed the greater of (a) $225,000,000 and (b) 25% of Consolidated EBITDA as
of the most recently ended Test Period on a Pro Forma Basis, and any Permitted Refinancings thereof;


 






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(q)            Indebtedness
in respect of the First Lien Term Facility (and subject, at all times, to the Intercreditor Agreement) in an aggregate principal amount
at any time outstanding equal to the sum of (i) the principal amount of the First Lien Term Facility as of the Closing Date, plus
(ii) incremental amounts available under the First Lien Term Facility Credit Agreement that is not in violation of the Applicable
Intercreditor Agreement, plus (iii) such other principal amounts, which, on a Pro Forma Basis, after giving effect to the incurrence
of such Indebtedness would result in the Net Leverage Ratio as of the last day of the most recently ended Test Period being equal to or
less than 6.00 to 1.00, and, in each case of the foregoing in this clause (q), any Permitted Refinancing thereof;


 


(r)            Indebtedness
incurred by a Non-Loan Party; provided that the aggregate principal amount of such Indebtedness incurred pursuant to this Section 9.3(r) (together
with any Indebtedness of any Non-Loan Party incurred pursuant to Section 9.3(p)), at the time of the incurrence thereof and
after giving Pro Forma Effect thereto, shall not exceed the greater of (a) $225,000,000 and (b) 25% of Consolidated EBITDA as
of the most recently ended Test Period on a Pro Forma Basis, and Permitted Financings thereof;


 


(s)            other
unsecured Indebtedness of any Loan Party or any of the Restricted Subsidiaries (and any Permitted Refinancing thereof), so long as (A) the
Payment Conditions shall have been satisfied after giving effect thereto, and (B) the maturity date and Weighted Average Life to
Maturity of such Indebtedness is at least six (6) months after the Latest Maturity Date at the time of incurrence of such Indebtedness,
and (C) to the extent any such Indebtedness is secured by a Lien on the Collateral, such Liens shall be subject to an Acceptable
Intercreditor Agreement and any Permitted Refinancings thereof;


 


(t)            [reserved];


 


(u)            Indebtedness
in respect of letters of credit issued for the account of any of the Restricted Subsidiaries of Holdings to finance the purchase of Inventory
so long as (x) such Indebtedness is unsecured, and (y) the aggregate principal amount of such Indebtedness does not exceed $150,000,000
at any time;


 


(v)            Indebtedness
(i) of any Person that becomes a Restricted Subsidiary after the date hereof, which Indebtedness is existing at the time such Person
becomes a Restricted Subsidiary and is not incurred in contemplation of such Person becoming a Restricted Subsidiary that is non-recourse
to the Loan Parties and the other Restricted Subsidiaries (other than any Subsidiary of such Person that is a Subsidiary on the date such
Person becomes a Restricted Subsidiary after the date hereof) and is either (A) unsecured or (B) secured only by Liens permitted
under Section 9.1(p) and, in each case, any Permitted Refinancing thereof, and (ii) of the Loan Parties or any Restricted
Subsidiary incurred or assumed in connection with any Permitted Acquisition that is secured only by Liens permitted under Section 9.1(p) (and
any Permitted Refinancing of the foregoing) and so long as the aggregate principal amount of such Indebtedness, and all Indebtedness resulting
from any Permitted Refinancing thereof, at any time outstanding pursuant to this Section 9.3(v)(ii) does not exceed $170,000,000;


 






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(w)            Indebtedness
incurred in connection with any sale-leaseback transaction with respect to any asset which does not constitute Current Asset Collateral;
and


 


(x)            all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations
described in clauses (a) through (w) above


 


Notwithstanding the foregoing,
no Restricted Subsidiary that is a Non-Loan Party will guarantee any Material Indebtedness of a Loan Party unless such Restricted Subsidiary
becomes a Loan Party.


 


The principal amount of any
non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof
that would be shown on a balance sheet of Holdings and its Restricted Subsidiaries dated such date prepared in accordance with GAAP.


 


SECTION 9.4            Fundamental
Changes. Merge, amalgamate, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction
or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any
Person, except that:


 


(a)            Holdings
or any Restricted Subsidiary may merge, amalgamate or consolidate with the Borrower (including a merger or amalgamation, the purpose of
which is to reorganize the Borrower into a new jurisdiction); provided that (w) the Borrower shall be the continuing or surviving
Person, (x) such merger, amalgamation or consolidation does not result in (1) the Borrower ceasing to be organized or incorporated
under the Laws of the United States, any state thereof or the District of Columbia or (2) any Loan Party becoming an Excluded Subsidiary,
(y) the Equity Interests of the Borrower shall continue to be directly owned by one or more Loan Parties and pledged as Collateral
pursuant to the terms of the Collateral Documents, and (z) in the case of a merger or consolidation of Holdings with and into the
Borrower, Holdings shall not be an obligor in respect of any Qualified Holding Company Debt or other Indebtedness that is not permitted
to be Indebtedness of the Borrower under this Agreement, shall have no direct Subsidiaries at the time of such merger or consolidation
other than the Borrower and, after giving effect to such merger or consolidation, the direct parent of the Borrower shall expressly assume
all the obligations of Holdings under this Agreement and the other Loan Documents to which Holdings is a party pursuant to a supplement
hereto or thereto in form reasonably satisfactory to the Administrative Agent;


 


(b)            [reserved];


 






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(c)            (i) any
Restricted Subsidiary of Holdings that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary of
Holdings that is not a Loan Party, (ii) any Restricted Subsidiary of Holdings (other than the Borrower) may merge, amalgamate
or consolidate with or into any other Restricted Subsidiary of Holdings that is a Loan Party (or, to the extent the Borrower shall
be a party to any such merger, amalgamation or consolidation, the Borrower shall be a surviving or continuing entity),
(iii) any merger or amalgamation the sole purpose of which is to reincorporate or reorganize a Loan Party in another
jurisdiction in the United States shall be permitted (provided that such Person and each of its Restricted Subsidiaries that
is a Loan Party prior to such merger or amalgamation shall be a Loan Party after giving effect to such reincorporation or
reorganization) and (iv) any Restricted Subsidiary of Holdings (other than the Borrower) may wind-up, liquidate or dissolve or
change its legal form if the Borrower determines in good faith that such action is in the best interests of the Loan Parties and
their Restricted Subsidiaries and is not materially disadvantageous to the Lenders; provided that, in the case of clauses
(ii) through (iv) of this Section 9.4(c), (A) no Event of Default shall have occurred and be
continuing or shall result therefrom and (B) the surviving or continuing Person (or, with respect to clause (iv), the
Person who receives the assets of such dissolving or liquidated Restricted Subsidiary) shall be a Loan Party, the Equity
Interest of whom shall be directly owned by one or more Loan Parties and pledged as Collateral pursuant to the terms of the
Collateral Documents;


  


(d)            any
Restricted Subsidiary (other than the Borrower) may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise)
to a Loan Party or another Restricted Subsidiary; provided that, if the transferor in such a transaction is a Loan Party, then
(1) the transferee must be a Loan Party or (2) such Investment must be a permitted Investment in a Restricted Subsidiary which
is not a Loan Party in accordance with Section 9.2 (other than clause (e) thereof) and must be a permitted Disposition
in accordance with Section 9.5;


 


(e)            so
long as no Default or Event of Default is continuing or would result therefrom, the Borrower may merge, amalgamate or consolidate with
any other Person; provided that (i) the Borrower shall be the continuing or surviving Person or (ii) if the Person formed
by or surviving or continuing after any such merger, amalgamation or consolidation is not the Borrower (any such Person, the “Successor
Borrower”), (A) the Successor Borrower shall be an entity organized or existing under the Laws of the United States, any
state thereof or the District of Columbia, the Equity Interests of which shall be directly owned solely by one or more Loan Parties and
pledged as Collateral pursuant to the terms of the Collateral Documents, (B) such Successor Borrower shall expressly assume all the
obligations of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a party pursuant to a supplement
hereto or thereto in form reasonably satisfactory to the Administrative Agent, (C) each other Loan Party, unless it is the other
party to such merger, amalgamation or consolidation, shall have by a supplement to this Agreement and the Guaranty, confirmed that its
Obligations (including its Guarantee of the Obligations) shall apply to the Successor Borrower’s obligations under this Agreement,
(D) each Loan Party, unless it is the other party to such merger, amalgamation or consolidation, shall have by a supplement to the
Security Agreement confirmed that its obligations thereunder shall apply to the Successor Borrower’s obligations under this Agreement,
(E) Holdings shall have delivered (or caused to be delivered) to the Administrative Agent (1) a certificate of a Responsible
Officer certifying that such merger, amalgamation or consolidation, and any such supplement to this Agreement or any Collateral Document
delivered in connection with any such merger, amalgamation or consolidation, comply with this Agreement and (2) a customary opinion
of counsel, including customary organization, due execution and authority, enforceability and attachment and perfection opinions and such
other customary opinions as reasonably requested by the Administrative Agent; provided, further, that if the foregoing are
satisfied, the Successor Borrower will succeed to, and be substituted for, the Borrower under this Agreement and (F) the Administrative
Agent shall have received, at least three (3) Business Days prior to such merger, amalgamation or consolidation, (1) all documentation
and other information about the Successor Borrower required under applicable “know your customer” and anti-money laundering
rules and regulations, including the PATRIOT Act, and (2) to the extent that any Successor Borrower qualifies as a “legal
entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification with respect to such Successor
Borrower, in each case, that shall have been requested in writing at least ten (10) Business Days prior to the date of such merger,
amalgamation or consolidation;


 






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(f)            so
long as no Default or Event of Default is continuing or would result therefrom, any Restricted Subsidiary (other than the Borrower) may
merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 9.2 (other
than Section 9.2(e)); provided that the continuing or surviving Person shall be a Borrower or a Restricted Subsidiary,
which together with each of their Restricted Subsidiaries, shall have complied with the applicable requirements of Sections 8.11,
8.12 and 8.13; and


 


(g)            so
long as no Default or Event of Default is continuing or would result therefrom, a merger, amalgamation, dissolution, liquidation, consolidation
or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 9.5 (other than Section 9.5(e)).


 


Any transaction permitted
by any of Sections 9.4(a) through 9.4(g) made in reliance on an Specified Asset Disposition/Investment Provision
shall be subject to compliance with Section 7.4(b).


 


SECTION 9.5            Dispositions.
Make any Disposition except:


 


(a)            Dispositions
of obsolete, worn out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions
of property no longer used or useful in the conduct of the business of the Loan Parties and the Restricted Subsidiaries;


 


(b)            Dispositions
of inventory and goods held for sale in the ordinary course of business;


 


(c)            Dispositions
of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property; provided
that to the extent the property being transferred constitutes Current Asset Collateral, such replacement property shall constitute Current
Asset Collateral;


 


(d)            Dispositions
of property to a Loan Party or a Restricted Subsidiary; provided that if the transferor of such property is a Loan Party (i) the
transferee thereof must be a Loan Party, (ii) such Investment must be a permitted Investment in a Restricted Subsidiary that is not
a Loan Party in accordance with Section 9.2 (other than Section 9.2(e)) or (iii) to the extent constituting
a Disposition to a Restricted Subsidiary that is not a Loan Party, such Disposition is for fair market value and any promissory note or
other non-cash consideration received in respect thereof is a permitted investment in a Restricted Subsidiary that is not a Loan Party
in accordance with Section 9.2 (other than Section 9.2(e)); provided that if the property being disposed
of constitutes Current Asset Collateral and is being transferred to a Non-Loan Party, such disposition shall be made only if the Payment
Conditions are satisfied after giving effect thereto;


 






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(e)            Dispositions
permitted by Sections 9.2 (other than Section 9.2(e) or (h)), 9.4 (other than Section 9.4(g))
and 9.6 (other than Section 9.6(d)) and Liens permitted by Section 9.1(other than Section 9.1(l)(ii));


 


(f)            Dispositions
of property (other than Current Asset Collateral) pursuant to sale-leaseback transactions;


 


(g)            any
issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary;


 


(h)            leases,
subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course
of business and which do not materially interfere with the business of the Loan Parties and the Restricted Subsidiaries, taken as a whole;


 


(i)            Dispositions
in any Fiscal Year in an aggregate amount not to exceed (x) the greater of (i) $100,000,000 and (ii) 11% of Consolidated
EBITDA as of the most recently ended Test Period on a Pro Forma Basis, with any unused amounts for any Fiscal Year permitted to be carried
over to the immediately succeeding Fiscal Year (excluding any carry forward available from any prior Fiscal Year) (the “General
Asset Sale Basket”);


 


(j)            any
Disposition of any asset (or assets) on an unlimited basis for fair market value, provided that:


 


(i)            at
the time of such Disposition, no Event of Default shall exist or would result from such Disposition;


 


(ii)           with
respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $50,000,000, the Borrower or
any of the Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each
case, free and clear of all Liens at the time received, other than nonconsensual Liens permitted by Section 9.1 and Liens
permitted by Sections 9.1(a), (m), (s), (t), (x), (w), (dd)(i) and (dd)(ii)), provided, however,
that for the purposes of this clause (ii), each of the following shall be deemed to be cash,


 


(A)            any
liabilities (as shown on a Loan Party’s or a Restricted Subsidiary’s most recent balance sheet provided hereunder or in the
footnotes thereto) of a Loan Party or a Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of
payment to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Disposition and for
which the Loan Parties and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing;


 


(B)            any
securities, notes or other obligations or assets received by a Loan Party or a Restricted Subsidiary from such transferee that are converted
by such Loan Party or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received)
within one hundred and eighty (180) days following the closing of the applicable Disposition; and


 






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(C)            any
Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value (as determined by
the Borrower in good faith), taken together with all other Designated Non-Cash Consideration received pursuant to this clause
(C) that is at that time outstanding, not in excess of the greater of (I) $60,000,000 and (II) 7.5% of
Consolidated EBITDA as of the most recently ended Test Period on a Pro Forma Basis at the time of the receipt of such Designated
Non-Cash Consideration, with the fair market value (as determined by the Borrower in good faith) of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to subsequent changes in value;


 


provided
that, notwithstanding the foregoing to the contrary, with respect to any transaction or a series of related transactions pursuant
to which any Loan Party or any Restricted Subsidiary shall effect a Disposition or other transaction pursuant to this clause (j) (including
pursuant to the sale of Equity Interests in a Restricted Subsidiary, or a merger, liquidation, amalgamation, division, contribution of
assets, Equity Interests or Indebtedness or otherwise) which results in the transfer (to any Person, other than a Loan Party) of Current
Asset Collateral of the type included in the determination of the Revolving Borrowing Base, or the exclusion and/or removal of Current
Asset Collateral of the type which were included in the determination of the Revolving Borrowing Base (including, as a result of the application
of the eligibility criteria set forth in the definition of “Eligible Accounts”, “Eligible Credit Card Receivables”,
 “Eligible Inventory” and “Eligible In-Transit Inventory”), in each case, as determined by reference to the Borrowing
Base Certificate most recently delivered to the Administrative Agent, (x) the aggregate fair market value of such Current Asset Collateral
so disposed, transferred, removed and/or excluded (in the aggregate for all such transactions) in reliance on the 75% Cash Consideration
Basket shall not exceed 25% of the Revolving Borrowing Base, measured at the time of such disposition or transfer, and (y) the cash
consideration payable in respect thereof shall be an amount equal to the greater of (1) 75% of the fair market value of such assets
and (2) the amount of the Revolving Borrowing Base attributable to such assets (this clause (j), the “75% Cash Consideration
Basket”);


 


(k)           Dispositions
of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture
parties set forth in joint venture arrangements and similar binding arrangements;


 



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(l)            bulk
sales or other dispositions of the Inventory of a Loan Party not in the ordinary course of business in connection with Store closings,
at arm’s length, provided that (i) all Net Cash Proceeds received in connection therewith are applied to the Obligations
if then required in accordance with Section 2.9 hereof and (ii) such store closures and related Inventory dispositions
shall not exceed in any transaction or series of related transactions, ten percent (10%) of the number of the Loan Parties’ stores
as of the date of such bulk sale or other Disposition, unless the Borrower shall have delivered to the Administrative Agent an updated
Borrowing Base Certificate; provided further that in connection with any store closures which exceed fifteen percent (20%) in the aggregate
during any twelve-month period of the number of the Loan Parties’ stores in existence at the beginning of such period (net of new
store openings), (x) the Borrower shall have delivered immediately prior to such event written notice of such Disposition in reasonable
detail, (y) if requested by the Administrative Agent, the Borrower shall permit an updated Inventory appraisal in form and detail
and from an appraiser reasonably satisfactory to the Administrative Agent and (z) such store closures shall be made by a liquidator
or under the supervision of a consultant (such liquidator or consultant shall be reasonably acceptable to the Administrative Agent) and
pursuant to liquidation or consulting arrangements reasonably acceptable to the Administrative Agent;


 


(m)          the
unwinding of any Swap Contract;


 


(n)           the
lapse or abandonment in the ordinary course of business of any registrations or applications for registration of any IP Rights;


 


(o)           to
the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like property (excluding
any boot thereon permitted by such provision) for use in any business conducted by the Loan Parties or any of their Restricted Subsidiaries
that is not in contravention of Section 9.7;


 


(p)           Dispositions
of accounts receivable in connection with the collection or compromise thereof, provided that no disposition of Eligible Accounts
shall be permitted pursuant to this clause (p) unless the Borrower shall have (i) delivered to the Administrative Agent
written notice of such disposition in reasonable detail and (ii) if requested by the Administrative Agent, delivered to the Administrative
Agent an updated Borrowing Base Certificate;


 


(q)           sales
or other dispositions by the Loan Parties or any Restricted Subsidiary of assets in connection with the closing or sale of a Store
which consist of leasehold interests in the premises of such Store, the equipment and fixtures located at such premises and
the books and records relating exclusively and directly to the operations of such Store (but excluding any Current Asset
Collateral); provided that as to each and all such sales and closings, (A) no Event of Default shall result therefrom
and (B) such sale shall be on commercially reasonable prices and terms in a bona fide arm’s length
transaction;


 


(r)            so
long as no Event of Default is continuing, Dispositions of Cash Equivalents;


 


(s)           any
Disposition made to comply with any order of any Governmental Authority or any applicable Law; and


 


(t)            any
Disposition of any asset (or assets), provided that the Payment Conditions are satisfied;


 






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provided
that any Disposition of any property pursuant to this Section 9.5 (except pursuant to (i) Sections 9.5(a), (d),
(e), (k), (l), (m), (n), (o), or (q) or (ii) other than with respect to Current Asset Collateral or the Equity Interests
of any Person that owns Current Asset Collateral, Sections 9.5(i) or (s), and except for Dispositions from a Loan Party
to a Loan Party), shall be for no less than the fair market value of such property either (x) at the time of execution of definitive
documentation governing such Dispositions or (y) at the time of such Disposition as determined by the Borrower in good faith. To
the extent any Collateral is sold or transferred as expressly permitted by this Section 9.5 to any Person other than a Loan
Party, such Collateral shall be sold or transferred free and clear of the Liens created by the Loan Documents, and, if requested by the
Administrative Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Administrative
Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.


 


Notwithstanding anything to the contrary in this
Section 9.5, no Loan Party shall be permitted to sale or dispose of any Material Intellectual Property owned by a Loan Party
to any Non-Loan Party or any Unrestricted Subsidiary, other than, for the avoidance of doubt, the grant of a non-exclusive license of
such Material Intellectual Property.


 


Any Disposition made in reliance on an Specified
Asset Disposition/Investment Provision shall be subject to compliance with Section 7.4(b).


 


SECTION 9.6     Restricted
Payments.


 


Declare or make any Restricted
Payment, except:


 


(a)           each
Restricted Subsidiary may make Restricted Payments to Holdings and to its other Restricted Subsidiaries (and, in the case of a Restricted
Payment by a non-wholly-owned Restricted Subsidiary, to Holdings and any of its other Restricted Subsidiaries and to each other owner
of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);


 


(b)           the
Borrower and each of its Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in the Equity
Interests (other than Disqualified Equity Interests not otherwise permitted by Section 9.3) of such Person;


 


(c)           [reserved];


 


(d)           to
the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly
permitted by any provision of Section 9.2 (other than Section 9.2(e)), 9.4 (other than a merger, amalgamation
or consolidation of Holdings or the Borrower) or 8.19 (other than Section 8.19(a) or (j));


 


(e)           repurchases
of Equity Interests in Holdings, the Borrower or any of the Restricted Subsidiaries deemed to occur upon exercise of stock options or
warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options or warrants or similar rights;


 



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(f)            Borrower
may pay (or make Restricted Payments to allow Holdings or any direct or indirect parent thereof to pay) for the repurchase,
retirement or other acquisition or retirement for value of Equity Interests of Holdings (or of any direct or indirect parent
thereof) held by any future, present or former employee, director, consultant or distributor (or any spouses, former spouses,
successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower (or any direct or
indirect parent of the Borrower) or any of its Restricted Subsidiaries upon the death, disability, retirement or termination of
employment of any such Person or otherwise pursuant to any employee or director equity plan, employee or director stock option plan
or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any
employee, director, consultant or distributor of the Borrower (or any direct or indirect parent of the Borrower) or any of
its Restricted Subsidiaries in an aggregate amount after the Closing Date not to exceed $25,000,000 in any Fiscal Year with unused
amounts in any Fiscal Year being carried over to the next two succeeding Fiscal Years; provided that such amount in any
Fiscal Year may be increased by (1) an amount not to exceed the cash proceeds of key man life insurance policies received by
the Holdings or its Restricted Subsidiaries after the Closing Date, (2) the amount of any bona
fide cash bonuses otherwise payable to members of the Board of Directors, consultants, officers, employees, managers or independent
contractors of the Borrower or any Restricted Subsidiary that are foregone in return for the receipt of Equity Interests, the fair
market value of which is equal to or less than the amount of such cash bonuses, which, if not used in any Fiscal Year, may be
carried forward to any subsequent Fiscal Year; provided, further, that cancellation of Indebtedness owing to the Borrower or
any Restricted Subsidiary from members of the Board of Directors, consultants, officers, employees, managers or independent
contractors (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of
the Borrower or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Borrower (or any direct or
indirect parent thereof) will not be deemed to constitute a Restricted Payment for purposes of this Section 9.6 or any
other provisions of this Agreement;


 


(g)           the
Borrower and any of its Subsidiaries may make Restricted Payments to Borrower, Holdings or to any direct or indirect parent of Holdings:


 


(i)            the
proceeds of which will be used to pay (or make Restricted Payments to allow any direct or indirect corporate parent (or entity treated
as a corporation for tax purposes) thereof to pay) the tax liability (including estimated tax payments) to each foreign, federal, state
or local jurisdiction in respect of which a consolidated, combined, unitary or affiliated return is filed by Holdings (or such direct
or indirect corporate parent) that includes the Borrower and/or any of its Subsidiaries, to the extent such tax liability does not exceed
the lesser of (A) the taxes (including estimated tax payments) that would have been payable by the Borrower and/or its Subsidiaries
as a stand-alone consolidated, combined, unitary or affiliated group and (B) the actual tax liability (including estimated tax payments)
of Holdings’ consolidated, combined, unitary or affiliated group (or, if Holdings is not the parent of the actual group, the taxes
that would have been paid by Holdings, the Borrower and/or the Borrower’s Subsidiaries as a stand-alone group), reduced in the case
of clauses (A) and (B) by any such taxes paid or to be paid directly by the Borrower or its Subsidiaries;


 


(ii)           the
proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) operating costs
and expenses of Holdings or its direct or indirect parents thereof which do not own other Subsidiaries besides Holdings, its Subsidiaries
and any other direct or indirect parents of Holdings incurred in the ordinary course of business and other corporate overhead costs and
expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary
and incurred in the ordinary course of business, attributable to the ownership or operations of the Borrower and its Subsidiaries;


 



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(iii)          the
proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) franchise taxes
and other fees, taxes and expenses required to maintain its (or any of such direct or indirect parent’s) corporate or legal existence;


 


(iv)          to
finance any Investment permitted to be made pursuant to Section 9.2; provided that (A) such Restricted Payment
shall be made substantially concurrently with the closing of such Investment and (B) Holdings and the Borrower shall, immediately
following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower
or a Restricted Subsidiary or (2) the merger (to the extent permitted in Section 9.4) of the Person formed or acquired
into the Borrower or a Restricted Subsidiary in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements
of Sections 8.11, 8.12 and 9.2;


 


(v)           the
proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) costs, fees
and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; and


 


(vi)          the
proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings or
any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to
the ownership or operation of the Borrower and the Restricted Subsidiaries;


 


(h)           Borrower,
or any of the Restricted Subsidiaries may pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination
thereof or any Permitted Acquisition;


 


(i)            so
long as no Event of Default exists or would result therefrom, the declaration and payment of dividends on the Borrower’s Equity
Interests in an aggregate per annum amount equal to 7.0% of the market capitalization of Holdings, measured as of the date of the
relevant date of determination;


 


(j)            repurchases
of Equity Interests (i) deemed to occur on the exercise of options by the delivery of Equity Interests in satisfaction of the exercise
price of such options and (ii) in consideration of withholding or similar Taxes payable by any future, present or former employee,
director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees
of any of the foregoing), including deemed repurchases in connection with the exercise of stock options;


 



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(k)           other
Restricted Payments that, together with any prepayment, redemption, defeasance or other satisfaction of any Indebtedness made pursuant
to the General Restricted Debt Payment Basket, do not exceed in the aggregate (for all such Restricted Payments and prepayments, redemptions,
defeasances or other satisfaction of Indebtedness made pursuant to the General Restricted Debt Payment Basket) at the time of such Restricted
Payment and after giving Pro Forma Effect thereto in an amount equal to (i) the greater of (1) $135,000,000 and (2) 15%
of Consolidated EBITDA as of the most recently ended Test Period on a Pro Forma Basis minus (ii) the aggregate unutilized
amounts under this clause (k) and the General Restricted Debt Payment Basket, which have been reallocated by the Borrower
to make Investments pursuant to Section 9.2(m) (this clause (k), the “General Restricted Payment Basket”);


 


(l)            so
long as no Event of Default exists or would result therefrom, the distribution, by dividend or otherwise, of the Equity Interests of,
or debt owed to Holdings or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than the Equity Interests of any Unrestricted
Subsidiary, (x) the primary assets of which are cash and/or Cash Equivalents and/or (y) the assets of which include any Material
Intellectual Property, in each case, which were contributed to such Unrestricted Subsidiary by any Loan Party); and


 


(m)          other
Restricted Payments so long as the Payment Conditions shall have been satisfied;


 


provided
that it is understood and agreed that, for purposes of this Section 9.6, any determination of the value of any asset (other
than cash) shall be made by the Borrower in good faith.


 


SECTION 9.7     Transactions
with Affiliates. Not enter into any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course
of business, in excess of $15,000,000, other than:


 


(a)           transactions
between or among (i) the Loan Parties or any of the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as
a result of such transaction, and (ii) the Loan Parties;


 


(b)           transactions
on terms substantially as favorable to such Loan Party or such Restricted Subsidiary as would be obtainable by such Loan Party or such
Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate;


 


(c)           the
Transaction and the payment of fees and expenses (including the Transaction Expenses) related to the Transaction;


 


(d)           the
issuance of Equity Interests of Holdings to any officer, director, employee or consultant of Holdings or any of its Restricted Subsidiaries;


 


(e)           payments,
loans (or cancellation of loans) or advances to employees or consultants that are (i) approved by a majority of the disinterested
members of the Board of Directors of Holdings in good faith, (ii) made in compliance with applicable law and (iii) otherwise
permitted under this Agreement;


 



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(f)            employment
and severance arrangements between Holdings or any of its Restricted Subsidiaries and their respective officers and employees in the ordinary
course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;


 


(g)           the
non-exclusive licensing of trademarks, copyrights or other IP Rights in the ordinary course of business to permit the commercial exploitation
of IP Rights between or among Affiliates and Restricted Subsidiaries of Holdings;


 


(h)           the
payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees
of Holdings and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation
of Holdings and the Restricted Subsidiaries;


 


(i)            any
agreement, instrument or arrangement as in effect as of the Closing Date and set forth on Schedule 8.15, or any amendment
thereto (so long as any such amendment is not adverse to the Lenders in any material respect as compared to the applicable agreement as
in effect on the Closing Date);


 


(j)            Restricted
Payments permitted under Section 9.6;


 


(k)           transactions
in which the Loan Parties or any of the Restricted Subsidiaries, as the case may be, delivers to the Administrative Agent a letter from
an Independent Financial Advisor stating that such transaction is fair to the Loan Party or such Restricted Subsidiary from a financial
point of view or meets the requirements of clause (b) of this Section 8.15;


 


(l)            the
issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings to any former, current or future director,
manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees
of any of the foregoing) of any Loan Party, any of their Restricted Subsidiaries to the extent otherwise permitted by this Agreement and
to the extent such issuance or transfer would not give rise to a Change of Control;


 


(m)          payments
to or from, and transactions with, Joint Ventures (to the extent any such Joint Venture is only an Affiliate as a result of Investments
by any Loan Party or any Restricted Subsidiary in such Joint Venture) in the ordinary course of business to the extent otherwise permitted
under Section 9.2;


 


(n)           any
transaction approved by the majority of disinterested members of the Board of Directors of Holdings;


 


(o)           to
the extent not otherwise prohibited under this Agreement, payments by Holdings or any of its Restricted Subsidiaries in respect of any
of their respective Indebtedness or Equity Interests that are payable to holders of such Indebtedness or Equity Interests generally (including
Affiliates that may from time to time own such Indebtedness or Equity Interests);


 


(p)           the
payment of reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to shareholders of Holdings
or any direct or indirect parent thereof pursuant to any stockholders agreement or any registration and participation rights agreement;


 



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(q)           The
payment of any dividend or distribution within ninety (90) days after the date of declaration thereof, if at the date of declaration (i) such
payment would have complied with the provisions of this Agreement and (ii) no Event of Default occurred and was continuing; and


 


(r)            any
transactions permitted under Section 9.2 and Investments permitted under Section 9.4.


 


SECTION 9.8     Change
in Nature of Business. Not engage in any material line of business substantially different from those lines of business conducted
by Holdings, the Borrower and their Restricted Subsidiaries on the Closing Date or any business reasonably related or ancillary thereto.


 


SECTION 9.9     Burdensome
Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that prohibits,
restricts, imposes any condition on or limits the ability of (a) any Restricted Subsidiary that is not a Loan Party to make dividends
or other distributions to any Loan Party or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such
Person for the benefit of the Lenders with respect to the Facilities and the Obligations under the Loan Documents (after giving effect
to the anti-assignment provisions of the UCC or similar applicable Laws); provided that the foregoing clauses (a) and
(b) shall not apply to Contractual Obligations that:


 


(i)            (x) exist
on the date hereof and (to the extent not otherwise permitted by this Section 9.9) are listed on Schedule 9.9
and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing
Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing
of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope
of such Contractual Obligation;


 


(ii)           are
binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual
Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary;


 


(iii)          represent
Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 9.3;


 


(iv)         (A) are
customary restrictions that arise in connection with any (x) any Lien permitted by Sections 9.1(a), (l), (s), (t), (w), (x) and
(dd) and relate to the property subject to such Lien or (y) Disposition permitted by Section 9.5 applicable pending
such Disposition solely to the assets subject to such Disposition;


 



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(v)           are
customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 9.2
and applicable solely to such joint venture entered into in the ordinary course of business;


 


(vi)          are
negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 9.3, but solely
to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products
thereof, and in the case of the First Lien Term Facility and any Permitted Refinancing thereof, permit the Liens securing the Obligations
without restriction (subject to the Intercreditor Agreement);


 


(vii)         are
customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions
relate to the assets subject thereto;


 


(viii)        comprise
restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Sections 9.3(e), (m)(i), (r) or
(u) to the extent that such restrictions apply only to the property or assets securing such Indebtedness or to the Restricted
Subsidiary party to such Indebtedness;


 


(ix)          are
customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Loan Party or any Restricted
Subsidiary;


 


(x)           are
customary provisions restricting assignment of any agreement entered into in the ordinary course of business;


 


(xi)          are
restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;


 


(xii)     (xii)     are
customary restrictions contained in the First Lien Term Facility Credit Agreement, the First Lien Term Facility Documentation and any
Permitted Refinancing of the foregoing;


 


(xiii)        arise
in connection with cash or other deposits permitted under Section 9.1; or


 


(xiv)        comprise
restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 9.3
that are, taken as a whole, in the good faith judgment of the Borrower, no more restrictive with respect to Loan Parties or any Restricted
Subsidiary than customary market terms for Indebtedness of such type, so long as the Borrower shall have determined in good faith that
such restrictions will not affect its obligation or ability to make any payments required hereunder; or


 


(xv)         apply
by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over any
Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary.


 



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SECTION 9.10     Changes
in Fiscal Year.


 


Make any change in Fiscal
Year; provided, however, that (a) Holdings and the Restricted Subsidiaries may, upon written notice to the
Administrative Agent, change its Fiscal Year to any other fiscal year reasonably acceptable to the Administrative Agent, in which
case, Holdings, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to
this Agreement that are necessary to reflect such change in fiscal year, and (b) any Restricted Subsidiary (other than the
Borrower) may change its fiscal year to match the Borrower’s fiscal year.


 


SECTION 9.11     Prepayment,
Etc. of Indebtedness.


 


Prepay,
redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments
of regularly scheduled principal and interest and mandatory prepayments of principal and interest shall be permitted) any Indebtedness
constituting Material Junior Financing, except (i) so long as the Payment Conditions are satisfied after giving effect thereto, any
prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness; (ii) any other prepayment, redemption, defeasance
or other satisfaction of any Indebtedness that, together with any Restricted Payment made pursuant to General Restricted Payment
Basket, do not exceed in the aggregate (for all such prepayments, redemptions, defeasances or other satisfaction of Indebtedness made
pursuant to this clause (ii) and Restricted Payments made pursuant to the General Restricted Debt Payment Basket) at the time
of payment and after giving Pro Forma Effect thereto in an amount equal to (A) the greater of (1) $125,000,000 and (2) 15%
of Consolidated EBITDA as of the most recently ended Test Period on a Pro Forma Basis minus (B) the aggregate unutilized amounts
under the General Restricted Debt Payment Basket and the General Restricted Payment Basket, which have been reallocated by the Borrower
to make Investments pursuant to Section 9.2(m) (this clause (ii), the “General Restricted Debt Payment
Basket”); (iii) the refinancing of any Indebtedness with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing,
to the extent not required to be applied to prepayments pursuant to the First Lien Term Facility; (iv) the conversion (or exchange)
of any Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents;
(v) the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness of the Borrower or any Restricted Subsidiary
owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment, redemption, purchase, defeasance or other satisfaction of
any Indebtedness with the proceeds of any other Indebtedness otherwise permitted by Section 9.3; (vi) any Permitted Refinancing
of any Indebtedness; (vii) any prepayment, redemption, purchase, defeasance or other satisfaction with the Net Cash Proceeds of any
Permitted Equity Issuance; and (viii) the prepayment of Indebtedness incurred pursuant to clauses (h) and (v) of
Section 9.3.


 


SECTION 9.12     Modification
of Junior Financing Agreements. Amend, modify or change in any manner materially adverse to the interest of the Lenders the subordination
terms governing any Junior Financing; provided that such modification will not be deemed to be materially adverse if such Junior
Financing could be otherwise incurred under this Agreement (including as Indebtedness that does not constitute a Junior Financing) with
such terms as so modified at the time of such modification.


 



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SECTION 9.13     Holdings.
In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than the following (and activities
incidental thereto): (i) its ownership of the Equity Interests of the Borrower, (ii) the maintenance of its legal existence
(including the ability to incur fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations
with respect to the Loan Documents, the First Lien Term Facility and any Qualified Holding Company Debt, (iv) any public offering
of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests), (v) any transaction permitted
under Section 9.4, (vi) the making of payments or restricted payments (x) to the extent otherwise permitted under
this Section 9.13 and (y) with any amounts received in any transaction permitted under Section 9.6, (vii) the
incurrence of Qualified Holding Company Debt, (viii) making contributions to the capital of its Subsidiaries, (ix) guaranteeing
the obligations of the Borrower and its Subsidiaries solely to the extent such obligations of the Borrower and its Subsidiaries are not
prohibited hereunder, (x) participating in tax, accounting and other administrative matters as a member of the consolidated group
of Holdings and the Borrower, (xi) holding any cash or property received in connection with Restricted Payments made by the Borrower
in accordance with Section 9.6 pending application thereof by Holdings, (xii) providing indemnification to officers and
directors, (xiii) the making of Investments in assets that are Cash Equivalents and (xiv) activities incidental to the businesses
or activities described in clauses (i) to (xiii) of this Section 9.13.


 


ARTICLE X.


 


Events
of Default


 


SECTION 10.1     Events
of Default.


 


Each of the events referred
to in the below clauses of this Section 10.1 shall constitute an “Event of Default”:


 


(a)           Non-Payment.
The Borrower or any other Loan Party fails to pay, in the currency required hereunder, (i) when and as required to be paid
herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any
interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or


 


(b)           Specific
Covenants.


 


(i)            Any
Loan Party or any Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in (A) Article VI;
provided that any failure to comply with Article VI shall be subject to cure to the extent provided in Section 10.4,
(B) Section 7.3(a), Section 8.1(a) (solely with respect to Holdings or the Borrower), or the last sentence
of Section 8.9, or (C) Article IX; or


 


(ii)           during
the continuance of any Cash Dominion Period, the Borrower or any other Loan Party fails to perform or observe (or to cause to be performed
or observed) any covenant or agreement contained in Section 8.12 and such failure continues for two (2) Business Days;
or


 



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(iii)          the
Borrower or any other Loan Party fails to perform or observe (or to cause to be performed or observed) any covenant or agreement contained
in Section 7.5 and such failure continues for ten (10) Business Days; or


 


(iv)          the
Borrower or any other Loan Party fails to perform or observe (or to cause to be performed or observed) any covenant or agreement contained
in Section 8.5 (in respect of any property insurance policy insuring any inventory), and such failure continues for fifteen
(15) Business Days; or


 


(v)           the
Borrower or any other Loan Party fails to perform or observe (or to cause to be performed or observed) any covenant or agreement contained
in Section 7.4, provided that (x) in the case of any Borrowing Base Certificate required to be delivered during
any Quarterly Borrowing Base Reporting Period or any Monthly Borrowing Base Reporting Period, such failure continues for five (5) Business
Days or (y) in the case of any Borrowing Base Certificate required to be delivered during any Weekly Borrowing Base Reporting Period,
such failure continues for three (3) Business Days; or


 


(c)           Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 10.1(a) or
(b) above and, for the purposes of clarity, including any failure to perform or observe any covenant or agreement contained
in Section 8.12 other than during the continuance of a Cash Dominion Period) contained in any Loan Document on its part to
be performed or observed and such failure continues for thirty (30) days after receipt by the Borrower of written notice thereof from
the Administrative Agent; or


 


(d)           Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by any Loan Party herein, in
any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be untrue in any material
respect when made or deemed made, and, subject to, a 30-day grace period (applicable only to the extent a cure is possible as determined
by the Borrower in good faith); it being understood and agreed that any breach of representation, warranty, certification or statement
resulting solely from the failure of the Administrative Agent to file any UCC continuation statement shall not result in an Event of Default
under this Section 10.1(d) or any other provision of any Loan Document; or


 



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(e)           Cross-Default
and Cross-Acceleration. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable
grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any
Indebtedness (other than Indebtedness hereunder) having an individual outstanding principal amount (including amounts owing to all
creditors under any combined or syndicated credit arrangement) of not less than the Threshold Amount provided that such
failure is unremedied, uncured or not waived by the holders of such Indebtedness prior to any termination of the Commitments or
acceleration of the Loans pursuant to Section 10.2, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness (other than Indebtedness hereunder) having an individual outstanding principal amount
(including amounts owing to all creditors under any combined or syndicated credit arrangement) of not less than the Threshold
Amount, or any other event occurs (other than (1) with respect to Indebtedness consisting of Swap Contracts, termination events
or equivalent events pursuant to the terms of such Swap Contracts and not as a result of any default thereunder by any Loan Party,
and (2) a failure, default or an event of default in respect of the observance of or compliance with any financial covenant,
which is addressed by clause (C) below) 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 (I) secured Indebtedness that becomes due
as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is
permitted hereunder and under the documents providing for such Indebtedness or (2) Indebtedness
that upon the happening of any such failure, default or event automatically converts (or the same remedy of the holders of such
Indebtedness is to convert) into Equity Interests (other than Disqualified Equity Interests) in accordance with its terms; provided
further that such failure is unremedied, uncured or not waived by the holders of such Indebtedness prior to any termination of
the Commitments or acceleration of the Loans pursuant to Section 10.2; provided that no such event under the
First Lien Term Facility (other than a payment default or any default relating to insolvency or any proceeding under any Debtor
Relief Law) shall constitute an Event of Default under this Section 8.1(e) until the earliest to occur of
(y) the acceleration of the Indebtedness under the First Lien Term Facility and (z) the exercise of any remedies by the
First Lien Term Facility Administrative Agent or any lenders under the First Lien Term Facility in respect of any Collateral; or
(C) fails to observe or perform any other agreement or condition relating to any such Indebtedness (other than Indebtedness
hereunder) having an individual outstanding principal amount (including amounts owing to all creditors under any combined or
syndicated credit arrangement) of not less than the Threshold Amount containing or otherwise requiring observance or compliance with
a financial covenant and the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) have caused 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 (“Acceleration”); provided, however, that if such holder or holders (or a trustee or an agent on behalf of such
holder or holders or beneficiary or beneficiaries) irrevocably rescind such Acceleration, the Event of Default with respect to this
clause (e) shall automatically cease from and after such date; or


 



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(f)            Insolvency
Proceedings, Etc. Any Loan Party or any Material Subsidiary institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver,
trustee, monitor, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it
or for all or any material part of its property; or any receiver, trustee, monitor, custodian, conservator, liquidator, rehabilitator,
administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and, in respect
of any Loan Party, the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor
Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person
and continues undismissed or unstayed for sixty (60) calendar days in respect of any Loan Party, provided that such proceeding is the
filing of a winding-up petition or an order for relief is entered in any such proceeding; or


 


(g)          Monetary
Judgments Generally. There is entered against any Loan Party or any Restricted Subsidiary a final judgment or order for the payment
of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by a Captive Insurance Subsidiary or an independent
third-party insurance as to which the insurer has been notified of such judgment or order and has not denied in writing coverage thereof)
and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period
of sixty (60) consecutive calendar days; or


 


(h)           [reserved];
or


 


(i)            Pension
Matters. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably
be expected to result in liability of any Loan Party or their respective ERISA Affiliates under Title IV of ERISA in an aggregate
amount which would reasonably be expected to result in a Material Adverse Effect, (ii) any Loan Party or any of their respective
ERISA Affiliates 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 would reasonably be expected
to result in a Material Adverse Effect, or (iii) with respect to a Foreign Plan a termination, withdrawal or noncompliance with applicable
law or plan terms that would reasonably be expected to result in a Material Adverse Effect; or


 


(j)            Invalidity
of Loan Documents. Any material provision of any Loan Document at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 9.4
or 9.5) and other than as a result, solely, of the action or inaction of any Secured Party or any of its Related Parties or
the satisfaction in full of all the Obligations (other than unasserted contingent indemnification obligations and expense
reimbursement 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 in writing that it has any or further liability or
obligation under any Loan Document (other than as a result of repayment in full of the Obligations (other than unasserted
contingent indemnification obligations and expense reimbursement obligations) and termination of the Commitments), or purports in
writing to revoke or rescind any Loan Document (other than as a result of repayment in full of the Obligations (other than
unasserted contingent indemnification obligations and expense reimbursement obligations) and termination of the Commitments); or


 



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(k)           Collateral
Documents. Any Collateral Document after delivery thereof pursuant to Section 4.1 or 8.11 shall for any reason
(other than pursuant to the terms hereof or thereof, or as permitted hereunder or thereunder, including as a result of a transaction permitted
under Section 9.4 or 9.5) cease to create, or any Lien purported to be created by any Collateral Document shall be
asserted in writing by any Loan Party not to be, a valid and perfected Lien, with the priority required by the Collateral Documents (or
other security purported to be created on the applicable Collateral) on and security interest in any material portion of the Collateral
purported to be covered thereby, subject to Liens permitted under Section 9.1, except to the extent that any such loss of
perfection or priority results from (x) the failure of the Administrative Agent or the Collateral Agent to maintain possession of
certificates actually delivered to it representing securities pledged under the Collateral Documents or to file UCC continuation statements,
or (y) solely as a result of acts or omissions of the Administrative Agent, the Collateral Agent, any other Secured Party or any
of their respective Related Parties; or


 


(l)            Junior
Financing Documentation. (i) Any of the Obligations of the Loan Parties under the Loan Documents for any reason shall cease to
be “Senior Indebtedness” (or any comparable term) or “Senior Secured Financing” (or any comparable term) under,
and as defined in any Junior Financing Documentation governing Junior Financing subordinated in right of payment to the Obligations under
the Loan Documents with an individual principal amount of not less than the Threshold Amount (including all amounts owing to creditors
under any combined or syndicated credit arrangement) or (ii) the subordination provisions set forth in any Junior Financing Documentation
governing Junior Financing subordinated in right of payment to the Obligations under the Loan Documents with an individual principal amount
of not less than the Threshold Amount (including all amounts owing to creditors under any combined or syndicated credit arrangement) shall,
in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any such Junior
Financing, if applicable, in each case of clause (i) and clause (ii), other than as a result of (A) solely,
an action or inaction by any Secured Party of any of its Related Parties and (B) a transaction permitted hereunder or under any other
Loan Document; or


 


(m)          Change
of Control. There occurs any Change of Control.


 


SECTION 10.2     Remedies
upon Event of Default.


 


(a)           If
any Event of Default occurs and is continuing, the Administrative Agent may, and, at the request of the Requisite Lenders shall, take
any or all of the following actions:


 


(i)            declare
the Commitments of each Lender and any obligation of the Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments
and obligation shall be terminated;


 


(ii)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of
any kind, all of which are hereby expressly waived by the Borrower;


 


(iii)          require
that the Borrower Cash Collateralize the Letter of Credit Obligations (in an amount equal 101% of the then Outstanding Amount thereof);
and


 


(iv)          exercise
on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents and/or applicable
Law;


 



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provided
that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under any Debtor Relief Law,
the Commitments of each Lender and any obligation of the Issuers to make L/C Credit Extensions shall automatically terminate, the unpaid
principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable,
and the obligation of the Borrower to Cash Collateralize the Letter of Credit Obligations as aforesaid shall automatically become effective,
in each case without further act of the Administrative Agent or any Lender.


 


(b)           The
Borrower hereby irrevocably waives the right to direct the application of any and all payments in respect of the Obligations and any
proceeds of Collateral after the occurrence and during the continuance of an Event of Default and agrees that during the
continuance of a Specified Event of Default, the Administrative Agent may in its sole discretion, or upon the written direction of
the Requisite Lenders, deliver a notice to each Approved Account Bank instructing them to cease complying with any instructions from
any Loan Party and to transfer all funds therein to the Administrative Agent and the Administrative Agent shall apply all payments
in respect of any Obligations and all funds on deposit in the Concentration Account and all other proceeds of Collateral in the
order specified in Section 10.3.


 


(c)           Notwithstanding
anything to the contrary, if the only Events of Default then having occurred and continuing are the failure to comply with Section 6.1
with respect to the Test Period most recently ended, then the Administrative Agent may not take any of the actions set forth in subclauses (i),
(ii), (iii) and (iv) of Section 10.2(a) during the period commencing on the date that
the Administrative Agent receives a Notice of Intent to Cure and ending on the Cure Expiration Date with respect thereto in accordance
with and to the extent permitted by Section 10.4.


 


SECTION 10.3     Application
of Proceeds. After the occurrence of an Event of Default and the exercise of remedies provided for in Section 10.2 (or
after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required
to be Cash Collateralized as set forth in the proviso to Section 10.2(a)), any amounts received on account of the Obligations
shall, subject to the provisions of Section 2.16, be applied by the Administrative Agent in the following order:


 


First,
ratably, to pay Obligations in respect of any fees, indemnities, expense reimbursements, and other amounts (including (x) Attorney
Costs of the Administrative Agent or the Collateral Agent and (y) Protective Advances made by the Administrative Agent or its Affiliates
or branches and any interest in respect thereof) then due to the Administrative Agent or the Collateral Agent or any of its Affiliates
or branches (other than in respect of Secured Hedge Agreements or Cash Management Obligations);


 


Second,
ratably, to pay any Obligations in respect of fees, indemnities, expense reimbursements, and other amounts (excluding principal, interest
and Letter of Credit Fees owed to the Revolving Credit Lenders in their respective capacities as such) then due to the Revolving Credit
Lenders and any Issuer (other than in respect of Secured Hedge Agreements or Cash Management Obligations);


 



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Third,
ratably, to pay Obligations in respect of Letter of Credit Fees and interest due and payable in respect of the Revolving Credit Facility
(other than to the extent interest is paid pursuant to clause First above, any Protective Advances);


 


Fourth,
ratably, to pay principal of any Swing Loans and, to the extent not paid pursuant to clause First above, of any Protective Advances;


 


Fifth,
ratably, to pay principal on the Loans (other than the Protective Advances, Swing Loans) and unreimbursed Letter of Credit Borrowings
and to pay any amounts owing with respect to Obligations in respect of Secured Hedge Agreements (exclusive of Specified Secured Hedge
Obligations and the Obligations in respect of any other Secured Hedge Agreements to the extent that an Availability Reserve has not been
taken by the Administrative Agent in respect thereof), ratably;


 


Sixth,
to pay an amount to the Administrative Agent equal to 101% of the Letter of Credit Obligations on such date, to be held in the Concentration
Account as Cash Collateral for such Obligations;


 


Seventh,
ratably, to pay outstanding Obligations in respect of Cash Management Obligations for which an Availability Reserve has been taken;


 


Eighth,
to pay any amounts owing with respect to any Specified Secured Hedge Obligations and any Obligations in respect of any other Secured Hedge
Obligations and Cash Management Obligations not paid pursuant to clauses Fifth and Seventh above, ratably;


 


Ninth,
to the payment of any other Obligation due to the Secured Parties;


 


Tenth,
as provided for under the Intercreditor Agreement; and


 


Eleventh,
after all of the Obligations have been paid in full, to the Borrower or as the Borrower shall direct or as otherwise required by Law.


 


Subject to Sections 2.4, 2.16, 8.12
and 10.5, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth
above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash
collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other
Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.


 



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Notwithstanding
the foregoing, if sufficient funds are not available to fund all payments to be made in respect of any Secured Obligation described
in any of clauses First through Ninth above, the available funds being applied with respect to any such Secured Obligation
(unless otherwise specified in such clause) shall be allocated to the payment of such Secured Obligation ratably, based on the proportion
of the Administrative Agent’s, the Collateral Agent’s and each applicable Lender’s or Issuer’s interest in the
aggregate outstanding Secured Obligations described in such clauses; provided, however, that payments that would otherwise
be allocated to the Lenders shall be allocated first to repay Protective Advances and Swing Loans pro rata until such Protective
Advances and Swing Loans are paid in full and then to repay the Loans. The order of priority set forth in clauses First
through Ninth above may at any time and from time to time be changed by the agreement of all Lenders without necessity of notice
to or consent of or approval by the Borrower, any Secured Party that is not a Lender or Issuer or by any other Person that is not a Lender
or Issuer. The order of priority set forth in clauses First through Ninth above may be changed only with the prior
written consent of the Administrative Agent in addition to that of all Lenders. Excluded Swap Obligations with respect to any Loan Party
shall not be paid with amounts received from such Loan Party, but appropriate adjustments shall be made with respect to payments from
other Loan Parties to preserve the allocation to the Obligations otherwise set forth above in this Section.


 


SECTION 10.4     Right
to Cure.


 


(a)           Notwithstanding
anything to the contrary contained in Section 10.1, in the event of any Event of Default under Section 6.1, following
delivery of a Notice of Intent to Cure in accordance herewith and until the expiration of the tenth (10th) Business Day after the date
on which the Consolidated Fixed Charge Coverage Ratio calculation is required to be delivered pursuant to Section 6.1 or Section 7.2(a) (such
date, the “Cure Expiration Date”), Holdings may designate any portion of the Net Cash Proceeds of any issuance of common
Equity Interests or Qualified Equity Interests (or, if on terms and conditions reasonably acceptable to the Administrative Agent, other
Equity Interests) of any Loan Party or any cash capital contribution to the common, preferred or other equity of any Loan Party as an
increase to Consolidated EBITDA with respect to such applicable Fiscal Quarter; provided that all such Net Cash Proceeds to be
so designated (i) are actually received by the Loan Parties as cash common, preferred or other equity (including through capital
contribution of such Net Cash Proceeds to the Loan Parties) after the date of such Notice of Intent to Cure and prior to the Cure Expiration
Date and before the Cure Expiration Date and (ii) the aggregate amount of such Net Cash Proceeds or cash capital contribution that
are so designated shall not exceed 100% of the aggregate amount necessary to cure such Event of Default under Article VI for
any applicable Test Period.


 


(b)           Upon
receipt by the Loan Parties of any such designated Net Cash Proceeds or cash capital contribution (the “Cure Amount”)
in accordance with this Section 10.4, Consolidated EBITDA for any period of calculation which includes the last Fiscal Quarter
of the Test Period ending immediately prior to the date on which such Cure Amount was received shall be increased, solely for the purpose
of calculating the Consolidated Fixed Charge Coverage Ratio pursuant to Section 6.1, by an amount equal to the Cure Amount.
The resulting increase to Consolidated EBITDA and any reduction in Indebtedness, if applicable, from designation of a Cure Amount shall
not result in any adjustment to Consolidated EBITDA or any other financial definition for any purpose under this Agreement other than
for purposes of calculating the Consolidated Fixed Charge Coverage Ratio pursuant to Section 6.1 and for additional clarification
shall not adjust the calculation of Consolidated EBITDA for purposes of determining the Net Leverage Ratio, the Secured Leverage Ratio,
the Interest Coverage Ratio or Consolidated Fixed Charge Coverage Ratio (other than for purposes of actual compliance with Section 6.1
as of the end of any applicable Test Period). Any Indebtedness prepaid with the proceeds of the Cure Amount shall be deemed outstanding
for purposes of determining compliance with Section 6.1.


 



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(c)           If,
after giving effect to the foregoing recalculations, the Loan Parties shall then be in compliance with the requirements of Section 6.1,
the Loan Parties shall be deemed to have satisfied the requirements of Section 6.1 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 existing breach or default
of Section 6.1 shall be deemed cured for this purpose of the Agreement.


 


(d)           In
each period of four Fiscal Quarters, there shall be at least two (2) Fiscal Quarters for which Consolidated EBITDA is not increased
by exercise of a cure pursuant to Section 10.4(a). Consolidated EBITDA may not be increased by the exercise of a cure pursuant
to Section 10.4(a) more than five (5) times during the term of this Agreement.


 


(e)           From
the date of delivery of a Notice of Intent to Cure until the earlier to occur of the Cure Expiration Date and the date on which the Administrative
Agent is notified by Holdings or the Borrower that the required contribution will not be made, the Event of Default resulting from the
breach of Section 6.1 for which the applicable Notice of Intent to Cure was delivered shall be deemed to exist for all purposes
of the Loan Documents, including, without limitation, conditions to funding (provided that, during such period, the exercise by
the Administrative Agent of its rights or remedies with respect to such Event of Default resulting from the breach of Section 6.1
shall be subject to the provisions of Section 10.2(c)); and in the event the required contribution is not made by the
Cure Expiration Date, the Administrative Agent and the Lenders shall have all rights and remedies available to them in respect of such
Event of Default as provided in this Agreement and the other Loan Documents.


 


SECTION 10.5     Actions
in Respect of Letters of Credit; Cash Collateral.


 


(a)           Certain
Credit Support Events. At any time (i) upon the Letter of Credit Expiration Date, (ii) after the aggregate funds on deposit
in the Concentration Account to Cash Collateralize Letter of Credit Obligations shall be less than 101% of the Letter of Credit Obligations
and (iii) as may be required by Section 2.9, Section 2.16 or Section 10.2, the Borrower shall
pay to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office referred to in Section 12.8,
for deposit in the Concentration Account, (x) in the case of clauses (i) and (ii) above, the amount
required to that, after such payment, the aggregate funds on deposit in the Concentration Account counts equals or exceeds 101% of the
sum of all outstanding Letter of Credit Obligations and (y) in the case of clause (iii) above, the amount required
by Section 2.9, Section 2.16 or Section 10.2. The Administrative Agent may, from time to time after
funds are deposited in the Concentration Account, apply funds then held in the Concentration Account to the payment of any amounts, in
accordance with Section 2.9, Section 2.16 and Section 10.2, as shall have become or shall become due
and payable by the Borrower to the Issuers or Lenders in respect of the Letter of Credit Obligations. The Administrative Agent shall promptly
give written notice of any such application; provided, however, that the failure to give such written notice shall not invalidate
any such application. 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 or amounts required hereunder, the Borrower or the relevant Defaulting Lender
will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount
sufficient to eliminate such deficiency.


 



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(b)           Grant
of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to
(and subjects to the control of) the Administrative Agent, for the benefit of the Collateral Agent, the applicable Issuer and the Lenders,
and agrees to maintain, a first priority security interest (subject to Liens permitted by Section 9.1 which have priority
by operation of Law) in all such cash, deposit accounts and all balances therein (in each case, with respect to proceeds of Collateral
that any Applicable Intercreditor Agreement provides as having priority for the other provider of Indebtedness thereunder, subject to
the priority set forth therein), and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing,
all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 10.5(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 Collateral Agent
or the applicable Issuer as herein provided, or that the total amount of such Cash Collateral is less than the amount required to be maintained
pursuant to this Agreement, the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Collateral Agent
additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting
funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall
pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection
with the maintenance and disbursement of Cash Collateral.


 


(c)           Application.
Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 10.5
or Sections 2.4, 2.9, 2.13 or 10.2 in respect of Letters of Credit or Swing Loans shall be held and
applied to the satisfaction of the specific Letter of Credit Obligations, Swing 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.


 


Release.
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure 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 12.2(b)(vi)) or (ii) the Administrative Agent’s good faith determination that there
exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan
Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 10.5
may be otherwise applied in accordance with Section 10.3), and (y) the Person providing Cash Collateral and the
applicable Issuer or Swing Loan Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to
support future anticipated Fronting Exposure or other obligations.


 



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ARTICLE XI.


 


The
Administrative Agent


 


SECTION 11.1     Appointment
and Authorization.


 


(a)           Each
of the Lenders and the Issuers hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder
and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers
as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental
thereto. The provisions of this Article XI (other than Sections 11.6, 11.9 11.11 and 11.12) are
solely for the benefit of the Administrative Agent, the Lenders and the Issuers, and neither the Borrower nor any other Loan Party shall
have rights as a third-party beneficiary of any such provisions.


 


(b)           The
Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including
in its capacities as a potential Hedge Bank and/or Cash Management Bank) and the Issuers hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of
or in trust for) such Lender and such Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted
by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto.
In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed
by the Administrative Agent pursuant to Section 11.5 for purposes of holding or enforcing any Lien on the Collateral (or any
portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the
Administrative Agent, shall be entitled to the benefits of all provisions of this Article XI and Article XII (including,
without limitation, Sections 11.3, 11.13, 12.3, 12.4 and 12.5, as though such co-agents, sub-agents and attorneys-in-fact
were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Without limiting
the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including
releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto (including the Intercreditor Agreement),
as contemplated by and in accordance with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that
any such action by any Agent shall bind the Lenders.


 


SECTION 11.2     Rights
as a Lender.


 


Any Person serving as an Agent
(including as Administrative Agent) hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include each Person serving as an Agent hereunder in its individual capacity.
Such Person and its Affiliates and branches may accept deposits from, lend money to, act as the financial advisor or in any other advisory
capacity for and generally engage in any kind of business with any Loan Party or any Subsidiary or other Affiliate thereof as if such
Person were not an Agent hereunder and without any duty to account therefor to the Lenders. The Lenders acknowledge that, pursuant to
such activities, any Agent or its Affiliates or branches may receive information regarding any Loan Party or any of its Affiliates (including
information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that no
Agent shall be under any obligation to provide such information to them.


 



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SECTION 11.3     Exculpatory
Provisions. Neither the Administrative Agent nor any other Agent shall have any duties or obligations except those expressly set forth
herein and in the other Loan Documents. Without limiting the generality of the foregoing, an Agent (including the Administrative Agent):


 


(a)            shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing
and without limiting the generality of the foregoing, 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 and 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;


 





(b)            shall
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Requisite Lenders
(or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided
that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability
or that is contrary to any Loan Document or applicable law; and


 


(c)            shall
not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by any Person
serving as an Agent or any of its Affiliates or branches in any capacity.


 


The Administrative Agent shall not be liable for
any action taken or not taken by it (i) with the consent or at the request of the Requisite Lenders (or such other number or percentage
of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Sections 12.1 and 10.2) or (ii) in the absence of (x) the gross negligence, bad faith or willful
misconduct of Administrative Agent or of any affiliate, director, officer, employee or agent of the Administrative Agent or (y) a
material breach of any obligations under any Loan Document by the Administrative Agent, in each case of clauses (x) and (y),
as determined by a final, non-appealable judgment of a court of competent jurisdiction, in connection with its duties expressly set forth
herein.


 


The Administrative Agent shall be deemed not to
have knowledge of any Default or Event of Default unless and until notice describing such Default is given to the Administrative Agent
by a Loan Party, a Lender or an Issuer.


 






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No Agent-Related Person shall be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement
or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions
set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness
or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection
or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral,
(vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent, or (vii) to inspect the properties, books or records of any
Loan Party or any Affiliate thereof.


 


SECTION 11.4     Reliance
by the Administrative Agent.


 


The Administrative Agent shall
be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument,
document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed
by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely
upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension,
renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the applicable Issuer,
the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuer unless the Administrative Agent
shall have received notice to the contrary from such Lender or such Issuer prior to the making of such Loan or the issuance of such Letter
of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants
and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.


 


The Administrative 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 Requisite Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative
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 Requisite 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; provided
that the Administrative Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law.


 


SECTION 11.5     Delegation
of Duties.


 





The Administrative Agent or
Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Documents
by or through any one or more sub-agents appointed by the Administrative Agent or the Collateral Agent. The Administrative Agent,
the Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Agent-Related Persons. The exculpatory provisions of this Article shall apply to any such sub-agent, and to
the Agent-Related Persons of the Administrative Agent or the Collateral Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent
or the Collateral Agent. The Administrative Agent and the Collateral Agent shall not be responsible for the negligence or misconduct of
any sub-agents except to the extent that a court of competent jurisdiction determines in a final judgment that the Administrative Agent
or the Collateral Agent acted with gross negligence, bad faith or willful misconduct in the selection of such sub-agents.


 






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SECTION 11.6     Resignation
of Administrative Agent and Collateral Agent.


 


(a)            The
Administrative Agent or the Collateral Agent may at any time give notice of its resignation to the Lenders, the Issuers and the Borrower.
Upon receipt of any such notice of resignation, the Requisite Lenders shall have the right, with the consent of the Borrower at all times
other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld, conditioned
or delayed), to appoint a successor, which shall be a Lender or a bank with an office in the United States, or an Affiliate or branch
of any such Lender or bank with an office in the United States. If no such successor shall have been so appointed by the Requisite Lenders
and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent or Collateral Agent, as
applicable, gives notice of its resignation, then the retiring Administrative Agent or Collateral Agent, as applicable, may on behalf
of the Lenders and the Issuers, appoint a successor Administrative Agent or Collateral Agent, as applicable, meeting the qualifications
set forth above; provided that if the Administrative Agent or the Collateral Agent shall notify the Borrower and the Lenders that
no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice
and (1) the retiring Administrative Agent or Collateral Agent, as applicable, 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 Issuers under any of the Loan Documents, the retiring Agent shall continue to hold such
collateral security until such time as a successor of such Agent is appointed) and (2) except for any indemnity payments or other
amounts then owed to the retiring Administrative Agent or Collateral Agent, as applicable, 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 Issuer directly, until
such time as the Requisite Lenders appoint a successor Administrative Agent as provided for above in this Section 11.6. Upon
the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent, as applicable, hereunder 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 Requisite Lenders may request, in order to (i) continue the perfection of the Liens granted or purported
to be granted by the Collateral Documents or (ii) otherwise ensure that the Collateral and Guarantee Requirement is satisfied, such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired), as applicable,
Administrative Agent or Collateral Agent (other than any rights to indemnity payments or other amounts owed to the retiring (or retired)
Administrative Agent or Collateral Agent), and the retiring Administrative Agent or Collateral Agent, as applicable, shall be discharged
from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above
in this Section 11.6). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder
and under the other Loan Documents, the provisions of this Article and Sections 12.3, 12.4 and 12.5 shall continue
in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them (i) while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable
and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents,
including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in
respect of any actions taken in connection with transferring the agency to any successor Agent.


 






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(b)            Any
resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as an
Issuer and Swing Loan Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
(i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
Issuer and Swing Loan Lender, (ii) the retiring Issuer and Swing Loan Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuer shall issue letters of
credit in substitution for the Letters of Credit issued by Bank of America, if any, outstanding at the time of such
succession or make other arrangements satisfactory to the retiring Issuer to effectively assume the obligations of the retiring
Issuer with respect to such Letters of Credit.


 


SECTION 11.7     Non-Reliance
on Administrative Agent and Other Lenders; Disclosure of Information by Agents.


 


Each
Lender and each 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 as to any
matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender 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 an 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 Borrower
and the other Loan Parties hereunder. Each Lender and each Issuer also represents that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Agent-Related Persons 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 Borrower and the other Loan Parties. Except
for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have
any duty or responsibility to provide any Lender 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.


 






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SECTION 11.8     No
Other Duties; Other Agents, Arrangers, Managers, Etc.


 


Anything herein to the contrary
notwithstanding, none of the Arrangers, Co-Syndication Agents or Co-Documentation Agents listed on the cover page hereof shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, the Collateral Agent or a Lender hereunder and such Persons shall have the benefit of this Article XI.
Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any agency or fiduciary
or trust relationship with any Lender, Holdings, the Borrower or any of its respective Subsidiaries. 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.


 


SECTION 11.9     Acceptable
Intercreditor Agreements. The Administrative Agent and the Collateral Agent are authorized to enter into any Acceptable Intercreditor
Agreement, and the parties hereto acknowledge that each such Acceptable Intercreditor Agreement shall be binding upon them. To the extent
applicable, each Lender (a) hereby consents to the subordination of the Liens on the Collateral other than the Current Asset Collateral
securing the Obligations on the terms set forth in any Acceptable Intercreditor Agreement, (b) hereby agrees that it will be bound
by and will take no actions contrary to the provisions of any Acceptable Intercreditor Agreement and (c) hereby authorizes and instructs
the Administrative Agent and the Collateral Agent to enter into any Acceptable Intercreditor Agreement and to subject the Liens on the
Collateral securing the Obligations to the provisions thereof. The foregoing provisions are intended as an inducement to the Secured Parties
to extend credit to the Borrower and such Secured Parties are intended third-party beneficiaries of such provisions and the provisions
of each Acceptable Intercreditor Agreement.


 


SECTION 11.10     Administrative
Agent May File Proofs of Claim.


 


In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective
of whether the principal of any Loan or Letter of Credit Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered,
by intervention in such proceeding or otherwise:


 


(a)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, Letter of Credit
Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the Issuers and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the Issuers and the Administrative Agent and their respective
agents and counsel and all other amounts due the Lenders, the Issuers and the Administrative Agent under Sections 2.12, 12.3 and 12.4)
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, interim receiver, assignee, trustee, monitor, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender and each Issuer to make such payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders and the Issuers, to pay to the Administrative 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 under Sections 2.12, 12.3 and 12.4.


 


Nothing contained herein shall
be deemed to authorize the Administrative Agent to, or authorize or consent to or accept or adopt on behalf of any Lender or any Issuer,
any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or any Issuer
to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Issuer in any such proceeding.


 


The Secured Parties hereby irrevocably
authorize the Administrative Agent, at the direction of the Requisite Lenders, to credit bid all or any portion of the Obligations (including
accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure
or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral
(a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363,
1123 or 1129 of the Bankruptcy Code of the United States, or any other Debtor Relief Laws or similar Laws in any other jurisdictions to
which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or
with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable
Law.  In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and
shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests
in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated
portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity
Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase).  In connection with
any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to
adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent
with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed,
directly or indirectly, by the vote of the Requisite Lenders, irrespective of the termination of this Agreement and without giving effect
to the limitations on actions by the Requisite Lenders contained in clauses (a) through (m) of Section 12.1),
(iii) the Administrative Agent shall be authorized to assign the relevant Obligations to any such acquisition vehicle pro rata by
the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or
debt instruments issued by such an acquisition vehicle on account of the assignment of the Obligations to be credit bid, all without the
need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned
to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because
the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise),
such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by
any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled,
without the need for any Secured Party or any acquisition vehicle to take any further action.


 






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SECTION 11.11     Collateral
and Guaranty Matters.


 


Without limiting the provisions
of Section 11.10, each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge
Bank) and the Issuers irrevocably authorizes the Administrative Agent and the Collateral Agent to, and the Administrative Agent and the
Collateral Agent agree that they will:


 


(a)            release
any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document
(i) upon the occurrence of the Obligations Payment Date, (ii) at the time the property subject to such Lien is transferred
or is to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to
any Person (other than any other Loan Party); provided that in connection with a sale or
disposition of Material Intellectual Property owned by a Loan Party used or useful in connection with the Current Asset Collateral
owned by a Loan Party, the purchaser thereof agrees to be bound by a non-exclusive royalty-free license of such Material
Intellection Property in favor of the Collateral Agent for use in connection with the exercise of the rights and remedies of the
Collateral Agent hereunder; provided that in the case of a sale or disposition of Material Intellectual Property owned by a
Loan Party to a third party, such license shall only be required to be granted by such third party to the extent such third party
agrees to provide such license as part of the applicable written sale or disposition agreement (it being understood and agreed that
such applicable Loan Party shall not be required to have such third party provide such license in order to enter into an agreement
to sale or dispose (or to consummate a sale or disposition) of such Material Intellectual Property, (iii) if the release of
such Lien is approved, authorized or ratified in writing by the Requisite Lenders (or such greater proportion of the Lenders as may
be required by Section 12.1), or (iv) if the property subject to such Lien is owned by a Loan Party (other than
Holdings or the Borrower), upon release of such Loan Party from its obligations under the Loan Documents pursuant to Section 11.11(c);


 


(b)            subordinate
any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder
of any Lien on such property that is permitted by Section 9.1(i);


 


(c)            release
any Loan Party (other than Holdings or the Borrower) from its obligations under the Loan Documents if such Person becomes an Excluded
Subsidiary as a result of a transaction or designation permitted hereunder; provided that no such release shall occur if any such
Person continues to be a guarantor in respect of the First Lien Term Facility or any Material Indebtedness;


 






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(d)            if
any Loan Party (other than the Borrower) shall cease to be a Subsidiary as a result of a transaction permitted hereunder (as certified
in writing by a Responsible Officer of the Borrower), and the Borrower notifies the Administrative Agent in writing that it wishes such
Loan Party to be released from its obligations under the Loan Documents and provides the Administrative Agent and the Collateral Agent
such certifications or documents as either such Agent shall reasonably request, (i) release such Subsidiary from its obligations
under the Loan Documents and (ii) release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary;
provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of the First Lien Term Facility
or any Material Indebtedness; and


 


(e)            if
any Loan Party incurs any Lien on the Collateral permitted by Section 9.1, enter into any Acceptable Intercreditor Agreement
to the extent the execution of such Acceptable Intercreditor Agreement is contemplated by the terms of this Agreement in connection with
such Lien.


 


Upon request by the Administrative
Agent or the Collateral Agent at any time, the Requisite Lenders will confirm in writing the Administrative Agents and/or the Collateral
Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary
Guarantor from its obligations under the Guaranty pursuant to this Section 11.11. In each case as specified in this Section 11.11,
the applicable Agent will (and each Lender irrevocably authorizes the Administrative Agent and the Collateral Agent to), at the Borrower’s
expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release
or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence
the release of such Subsidiary Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan
Documents and this Section 11.11.


 


No Agent shall have any liability
whatsoever to any Secured Party as a result of effectuating or execution any document evidencing the release of Collateral or any Loan
Party by it as permitted (or which such Agent believes in good faith to be permitted) by this Section 11.11, and any execution
and delivery of documents by any Agent pursuant to this Section 11.11 shall be without recourse to or warranty by such Agent.


 


No Agent shall be responsible
for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the
Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan
Party in connection therewith, nor shall the Administrative Agent or the Collateral Agent be responsible or liable to the Lenders for
any failure to monitor or maintain any portion of the Collateral.


 


SECTION 11.12     Secured
Cash Management Agreements and Secured Hedge Agreements.


 


(a)            Except
as otherwise expressly set forth herein or in any Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that
obtains the benefits of Section 10.3, 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 XI to the contrary, the Administrative Agent shall not be
required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under
Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such
Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash
Management Bank or Hedge Bank, as the case may be.


 






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(b)            Each
Secured Party hereby agrees that the benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted
thereunder shall extend to and be available to any Secured Party that is not an Agent, a Lender or an Issuer party hereto as long as,
by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured
Party is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and substance reasonably
acceptable to the Administrative Agent) this Article XI and Sections 3.1, 3.2, 12.4, 12.6, 12.19, 12.23 and
12.26 and any Acceptable Intercreditor Agreement, and the decisions and actions of any Agent and the Requisite Lenders (or, where
expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to
the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (x) such Secured Party shall be
bound by the provisions set forth above only to the extent of liabilities, reimbursement obligations, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses, or disbursements with respect to or otherwise relating to the Liens and Collateral held for
the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept
of pro rata share or similar concept, (y) each of the Agents, the Lenders and the Issuers party hereto shall be entitled to act at
its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party
thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy
thereby, and without any duty or liability to such Secured Party or any such Obligation and (z) such Secured Party shall not have
any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral
or under any Loan Document.


 


SECTION 11.13     Indemnification
of Agents.


 


Whether
or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Administrative Agent and each
other Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of the Administrative
Agent) (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 the Administrative Agent and each other Agent-Related Person (solely to the extent any such Agent-Related
Person was performing services on behalf of the Administrative Agent) from and against any and all Indemnified Liabilities incurred by
it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities
resulting from such Agent-Related Person’s own gross negligence, bad faith or willful misconduct, as determined by the final, non-appealable
judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Requisite Lenders
(or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence,
bad faith or willful misconduct for purposes of this Section 11.13. In the case of any investigation, litigation or proceeding
giving rise to any Indemnified Liabilities, this Section 11.13 applies whether any such investigation, litigation or proceeding
is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent
upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative 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 is not reimbursed for such expenses
by or on behalf of the Borrower, provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing
reimbursement obligations with respect thereto, provided further that the failure of any Lender to indemnify or reimburse
the Administrative Agent shall not relieve any other Lender of its obligation in respect thereof. For purposes hereof, a Lender’s
pro rata share or ratable share shall be determined based upon its share of the sum of the total Revolving Credit Exposures, and other
Loans and unused Commitments at the time. The undertaking in this Section 11.13 shall survive termination of the Commitments,
the payment of all other Obligations and the resignation of the Administrative Agent, the Swing Loan Lender or any Issuer.


 






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SECTION 11.14     Certain
ERISA Matters.





 


(a)            Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following
is and will be true:


 


(i)            such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit
Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters
of Credit, the Commitments or this Agreement,


 


(ii)            the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38
(a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain
transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 






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(iii)            (A) such
Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14),
(B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in,
administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation
in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements
of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the
requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or


 


(iv)            such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and
such Lender.


 


(b)            In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a
Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in
the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender
party hereto, to and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a
Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower
or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
(including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document
or any documents related hereto or thereto).


 


SECTION 11.15     [Reserved].


 


SECTION 11.16     Reports
and Financial Statements. By signing this Agreement, each Lender (and with respect to clause (a), each Secured Party):


 


(a)            agrees
to furnish the Administrative Agent at its written request, and at such frequency as the Administrative Agent may reasonably request in
writing, with a summary of all Obligations of any Loan Party arising under any Secured Hedge Agreement and all Cash Management Obligations
due or to become due to such Lender or its Affiliates or branches;


 


(b)            is
deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial
statements (and other information) required to be delivered by the Borrower under Section 7.1 and Section 7.2,
all commercial finance examinations and appraisals of the Collateral received by the Administrative Agent (collectively, the “Reports”),
and the notices delivered by the Borrower under Section 7.3, and the Administrative Agent agrees to furnish the same promptly
to the Lenders (which Reports may be furnished in accordance with the penultimate paragraph of Section 6.1);


 






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(c)            expressly
agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall
not be liable for any information contained in any Report;


 


(d)            expressly
agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or any other party
performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon
the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel;


 


(e)            agrees
to keep all Reports confidential in accordance with the provisions of Section 12.17 hereof; and


 


(f)            without
limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative
Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying
Lender may reach or draw from any Report in connection with any credit extensions that the indemnifying Lender has made or may make to
the Borrower, or the indemnifying Lender’s participation in Swing Loans and Letters of Credit, or the indemnifying Lender’s
purchase of, Loans of the Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Administrative Agent and any
such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other
amounts (including attorney costs) incurred by the Administrative Agent and any such other Lender preparing a Report as the direct or
indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender in violation of the terms
hereof.


 


SECTION 11.17     Recovery
of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes
a payment hereunder in error to any Lender or any Issuer (the “Applicable Credit Party”), whether or not in respect
of an Obligation due and owing by the Borrower or any other Loan Party at such time, where such payment is a Rescindable Amount, then
in any such event, each Applicable Credit Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith
on demand the Rescindable Amount received by such Applicable Credit Party in Same Day Funds in the currency so received, together with
interest thereon, for each day from and including the date such Rescindable Amount is received by it to but excluding the date of payment
to the Administrative Agent, at the Overnight Rate. Each Applicable Credit Party irrevocably waives any and all defenses, including any
 “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party
in respect of a debt owed by another) or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent
shall inform each Applicable Credit Party promptly upon determining that any payment made to such Applicable Credit Party comprised, in
whole or in part, a Rescindable Amount.


 






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ARTICLE XII.


 


Miscellaneous


 


SECTION 12.1     Amendments,
Etc. Except as otherwise set forth in this Agreement (including, without limitation, in Sections 2.15, 2.17, and 3.3(c)),
no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower
or any other Loan Party therefrom, shall be effective unless in writing signed by the Requisite Lenders and the Borrower or the applicable
Loan Party, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given; provided that, no such amendment, waiver or consent shall:


 


(a)            extend
or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that
(i) a waiver of any condition precedent set forth in Section 4.2 and (ii) the waiver of any Default, mandatory prepayment
or mandatory reduction of any Commitment shall not constitute an extension or increase of any Commitment of any Lender);


 


(b)            amend,
modify or waive any condition set forth in Section 4.2 as to any Credit Extension under a particular Facility without the
written consent of the Requisite Lenders, as applicable;


 


(c)            postpone
any date scheduled for, or reduce or forgive the amount of, any payment of principal, interest, or fees due to the Lenders hereunder without
the written consent of each Lender directly affected thereby, it being understood that the waiver of (or amendment to the terms of) any
mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;


 





(d)            reduce
or forgive the principal of, or the rate of interest specified herein on, any Loan or Letter of Credit Borrowing, or (subject to clause
(iii) of the second proviso to this Section 12.1) any fees or other amounts payable hereunder or under any other
Loan Document (or extend the timing of any payment of such fees or other amounts) without the written consent of each Lender directly
affected thereby (it being understood that any change to any component of “Excess Availability” shall not constitute a reduction
or forgiveness in the rate of interest); provided that only the consent of the Requisite Lenders shall be shall be necessary to
(x) amend the definition of “Default Rate” or (y) waive any obligation of the Borrower to pay interest at the Default
Rate, in each case, as it relates to Obligations in respect of the Revolving Credit Facility;


 


(e)            (i) change
any provision of this Section 12.1 or change the definition of “Requisite Lenders” without the written consent
of each Lender, (ii) change the definition of “Requisite Supermajority Revolving Lenders” without the written consent
of each Revolving Credit Lender, (iii) [reserved], or (iv) change any other provision of any Loan Document specifying the number
or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder,
without the written consent of each Lender affected thereby;


 






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(f)            other
than in a transaction permitted under Section 9.4 or 9.5, release all or substantially all of the Collateral in any
transaction or series of related transactions, without the written consent of each Lender;


 


(g)            except
to the extent provided in Section 11.11(c) or 11.11(d) (in which case such release may be made by the Administrative
Agent acting alone), release all or substantially all of the aggregate value of the Guaranty, without the written consent of each Lender;


 


(h)            change
the definition of the term “Revolving Borrowing Base” or any component definition thereof, or increase the advance rates applied
to eligible assets in the Revolving Borrowing Base, if as a result thereof the amounts available to be borrowed by the Borrower would
be increased, without the written consent of the Requisite Supermajority Revolving Lenders, provided that the foregoing shall not
limit the discretion of the Administrative Agent to change, establish or eliminate any Availability Reserves or Inventory Reserves without
the consent of any Lenders;


 


(i)            [reserved];


 


(j)            [reserved];


 


(k)            except
as provided by operation of applicable Law or in any Acceptable Intercreditor Agreement, without the written consent of each Lender directly
affected thereby, (i) subordinate any Obligations hereunder to any other Indebtedness, or (ii) subordinate the Liens granted
hereunder or under the other Loan Documents to any other Lien; or


 


(l)            amend
Sections 2.9, 12.6 or 12.7 in a manner that would alter the pro rata sharing or application of payments required thereto
or change the order of the application of funds specified in Section 10.3, in either case, without the written consent of
each Lender directly affected thereby.


 


and provided further that (i) no
amendment, waiver or consent shall, unless in writing and signed by each Issuer in addition to the Lenders required above, affect
the rights or duties of an Issuer under this Agreement or any Issuer Document 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 Loan Lender in addition to
the Lenders required above, affect the rights or duties of the Swing Loan Lender under this Agreement; (iii) (x) no
amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required
above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any
other Loan Document and (y) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed
only by the parties thereto; (iv) Section 12.2(g) may not be amended, waived or otherwise modified without the
consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or
other modification; (v) the consent of Requisite Lenders shall be required with respect to any amendment that by its terms
directly adversely affects the rights of the Lenders under the Revolving Credit Facility in respect of payments hereunder in a
manner different than such amendment affects any other Facility; and (vi) [reserved]. 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, the Requisite Lenders, the Requisite
Supermajority Revolving Lenders, or each affected Lender, as applicable, may be effected with the consent of the applicable Lenders
other than Defaulting Lenders), except that (x) any waiver, amendment or modification that would otherwise require the consent
of such Lender under Section 12.1(a), 12.1(c) or 12.1(d), shall require that 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.


 






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Notwithstanding
anything to the contrary herein (including the other provisions of this Section 12.1), (a) the Administrative Agent may,
with the prior written consent of the Borrower only, amend, modify or supplement this Agreement or any of the other Loan Documents to
(i) to comply with local Law or advice of local counsel, (ii) cure any omission, mistake, defect or inconsistency or
(iii) to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional
property to become Collateral for the benefit of the Secured Parties or to cause any Collateral Document to be consistent with this Agreement
and the other Loan Documents; provided that the Administrative Agent shall post any such amendment to the Lenders (which may be
posted to the Platform) reasonably promptly after the effectiveness thereof, and (b) this Agreement may be amended, amended and restated
or otherwise supplemented or modified without the consent of a Lender (but with the consent of the Borrower and the Administrative Agent)
if, upon giving effect to such amendment, amendment and restatement or other supplement or modification, such Lender shall no longer be
a party to this Agreement (as so amended, amended and restated or otherwise supplemented or modified), the Commitments of such Lender
shall have terminated (but such Lender shall be entitled to the benefits of the provisions of this Agreement which expressly survive the
termination of such Lender’s Commitments or the repayment of the Obligations owing to such Lender), such Lender shall have no other
obligation to provide additional Credit Extensions to the Borrower under this Agreement and such Lender shall have been paid in full all
Obligations (other than (i) unasserted contingent indemnification Obligations and (ii) any Obligations relating to Swap Contracts
that, at such time, are allowed by the applicable Hedge Bank to remain outstanding without being required to be repaid) owing to it or
accrued for its account under this Agreement.


 


If any Lender does not consent
to a proposed amendment, waiver, consent or release with respect to any Loan Document that requires the consent of each Lender and that
has been approved by the Requisite Lenders, the Borrower may replace such non-consenting Lender in accordance with Section 3.8;
provided that such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together
with all other such assignments required by the Borrower to be made pursuant to this paragraph).


 


SECTION 12.2     Successors
and Assigns.


 


(a)            Successors
and Assigns Generally. 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 Holdings, the Borrower or any other Loan Party may, except as
permitted by Section 9.4, assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation
in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of
a security interest subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in accordance
with the provisions of subsection (g) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). 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 subsection (d) of
this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuers
and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 






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(b)            Assignments
by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans (including for purposes of this subsection (b), participations
in Letter of Credit Obligations and in Swing Loans) at the time owing to it); provided that any such assignment shall be subject to the
following conditions:


 


(i)            Minimum
Amounts.


 


(A)            in
the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility (or, as applicable,
a Class of Commitments under a Facility) and the Loans of any Class under any Facility at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender or branch or an Approved Fund, no minimum amount need be assigned; and


 





(B)            in
any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Revolving Credit Commitment of
any Class (which for this purpose includes Loans of each Class outstanding thereunder) or, if the Revolving Credit Commitment
is not then in effect, the principal outstanding balance of the Revolving Loans of such Class 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 “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000
or, if a “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000,
unless each of the Administrative Agent and, so long as no Event of Default under Section 10.1(a) or (f), solely
with respect to the Borrower, has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably
withheld, conditioned 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.


 






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(ii)            Proportionate
Amounts. 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 applicable Loans or the Commitment assigned, except that this clause (ii) shall
not (1) apply to rights in respect of the Swing Loan Lender’s rights and obligations in respect of Swing Loans or (2) prohibit
any Lender from assigning all or a portion of its rights and obligations among any Class of Commitments or Loans or among the Facilities
under this Agreement on a non-pro rata basis;


 


(iii)            Required
Consents. 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 Borrower (such consent not to be unreasonably withheld, conditioned, or delayed) shall be required unless (1) an Event
of Default under Section 10.1(a) or, solely with respect to the Borrower, Section 10.1(f), has occurred and
is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate or branch of a Lender or an Approved
Fund;


 


(B)            the
consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required unless such assignment
is to a Person that is a Lender with a Revolving Credit Commitment, an Affiliate or branch of such Lender or an Approved Fund with respect
to such Lender;


 


(C)            the
consent of the Issuers (such consent not to be unreasonably withheld, conditioned, or delayed) shall be required for any assignment in
respect of the Revolving Credit Facility; and


 


(D)            the
consent of the Swing Loan Lender (such consent not to be unreasonably withheld, conditioned, or delayed) shall be required for any assignment
in respect of the Revolving Credit Facility;


 


(iv)            Assignment
and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption,
together with a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole
discretion, elect to waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it is not a Lender,
shall deliver to the Administrative Agent an Administrative Questionnaire. All assignments shall be by novation.


 


(v)            No
Assignment to Certain Persons. No such assignment shall be made (A) to Holdings, the Borrower or any of the Borrower’s
Affiliates or Subsidiaries, or (B) 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 (B), (C) to a natural person or an
investment vehicle of a natural person or (D) any Disqualified Institution. To the extent that any assignment is purported to be
made to a Disqualified Institutions (notwithstanding clause (D) of the foregoing sentence), such Disqualified Institutions
shall be required immediately (and in any event within five (5) Business Days) to assign all Loans and Commitments then owned by
such Disqualified Institutions to another Lender (other than a Defaulting Lender) or Eligible Assignee (and the Borrower shall be entitled
to seek specific performance in any applicable court of law or equity to enforce this sentence).





 






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(vi)            Certain
Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment
shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including
funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but
not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay
and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any Issuer or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Revolving Loans
and participations in Letters of Credit and Swing Loans in accordance with its Revolving Commitment Percentage. 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 clause (c) of this Section, from and after the effective date specified in each
Assignment and Assumption, the 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 3.1, 3.2,
3.5, 3.6, 12.3, 12.4 and 12.5 with respect to facts and circumstances occurring prior to the effective
date of such assignment and subject to its obligations thereunder; provided, that except to the extent otherwise expressly agreed by the
affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising
from that Lender’s having been a Defaulting Lender). Upon request, and the surrender by the assigning Lender of its Revolving Credit
Notes, as applicable, the Borrower (at its expense) shall execute and deliver one or more Revolving Credit Notes, as applicable, to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection
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 subsection (d) of this Section.


 






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(c)            Register.
The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower (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 (or the
equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments
of, and principal amounts (and related interest amounts) of the Loans and Letter of Credit Obligations (and the respective Class thereof)
owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register
shall be prima facie evidence thereof absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from
time to time upon reasonable prior notice. This Section 12.2(c) and Section 2.7 shall be construed so that
all Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of
the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations).


 


(d)            Any
Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any
Person (other than a natural person or an investment vehicle of a natural person, any Disqualified Institution to the extent that
the list of Disqualified Institutions has been provided to all Public Lenders on the Platform, a Defaulting Lender or to Holdings,
the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (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 Commitments and/or
the Loans of any Class (including such Lender’s participations in Letter of Credit Obligations and/or Swing Loans) owing
to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the
Borrower, the Agents, the other Lenders and the Issuers shall continue to deal solely and directly with such Lender in connection
with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be
responsible for the indemnity under Section 11.13 without regard to the existence of any participation.


 


Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan
Document; 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 12.1 (other than clauses (b) or
(m) of Section 12.1) that directly affects such Participant. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled (through the applicable Lender) to the benefits of Sections 3.1,
3.2, 3.5 and 3.6 (subject to the requirements and limitations of such Sections (including the limitation in the definition
of “Excluded Taxes”), and Sections 3.7(a) and 3.8, as if the Participant were a Lender) to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent
permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 12.6 as though it were a Lender,
provided such Participant agrees to be subject to Section 12.7 as though it were a Lender.


 






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(e)            Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2,
3.5 or 3.6 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 Borrower’s prior written consent. A Participant shall
not be entitled to the benefits of Sections 3.1 or 3.2 unless (i) the Borrower is notified of the participation sold
to such Participant, (ii) solely with respect to Section 3.1, the applicable Lender (acting solely for this purpose as
a non-fiduciary agent of the Borrower) maintains a register complying with the requirements of Sections 163(f), 871(h) and 881(c)(2) of
the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which is
entered the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest
in the Loans or other obligations under this Agreement (the “Participant Register”) and (iii) such Participant
agrees, for the benefit of the Borrower, to comply and does in fact comply with Sections 3.1 or 3.2 as though it were a Lender.
No Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of
any Participant or any information relating to a Participant’s interest in any Commitments, Loans or its other obligations under
this Agreement) except to the extent that the relevant parties, acting reasonably and in good faith, determine that such disclosure is
necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the
United States Treasury regulations. Unless otherwise required by the IRS, any disclosure required by the foregoing sentence shall be made
by the relevant Lender directly and solely to the IRS. The entries in the Participant Register shall be prima facie evidence thereof,
absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such
participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative
Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


(f)            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 Revolving Credit Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to
a Federal Reserve Bank or any other central bank; provided that no such pledge or assignment shall release such Lender from any
of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.


 






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(g)            Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose
funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower
(an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be
obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC
to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such
Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof or, if it fails to do so, to make such
payment to the Administrative Agent as is required under Section 2.13(e). Each party hereto hereby agrees that
(i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise
increase or change the obligations of the Borrower under this Agreement (including its obligations under Sections 3.1, 3.2,
3.5 and 3.6, but such obligations under Sections 3.1 and 3.2 as to an SPC will only exist if the SPC satisfies the
requirements of Sections 3.1 and 3.2 (as applicable) as if it were a Lender), (ii) no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document,
remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the applicable Commitment of the
Granting Lender hereunder to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date
that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC,
it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency, or liquidation proceeding under the Laws of the United States or any State thereof. Notwithstanding
anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the
Administrative Agent and with the payment of a processing fee of $3,500 (which processing fee may be waived by the Administrative
Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the Granting
Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating
agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.


 


(h)            Resignation
as Issuer or Swing Loan Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of
America or any other Issuer assigns all of its Revolving Credit Commitment and Revolving Loans pursuant to subsection (b) above,
Bank of America or the applicable Issuer may, (i) upon thirty (30) days’ notice to the Borrower and the Lenders, resign as
Issuer and/or (ii) if applicable, upon thirty (30) days’ notice to the Borrower, resign as Swing Loan Lender. In the event
of any such resignation as Issuer or Swing Loan Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuer
or Swing Loan Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect
the resignation of Bank of America or the applicable Issuer as Issuer or (as applicable) Swing Loan Lender, as the case may be. If Bank
of America or the applicable Issuer resigns as Issuer, it shall retain all the rights, powers, privileges and duties of an Issuer hereunder
with respect to all Letters of Credit outstanding as of the effective date of its resignation as Issuer and all Letter of Credit Obligations
with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in unreimbursed amounts
under Letters of Credit pursuant to Section 2.4). If Bank of America resigns as Swing Loan Lender, it shall retain all the
rights of the Swing Loan Lender provided for hereunder with respect to Swing Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing
Loans pursuant to Section 2.3. Upon the appointment of a successor Issuer and/or Swing Loan Lender, (a) such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuer or Swing Loan Lender,
as the case may be, and (b) the successor 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 Bank of America or the applicable Issuer to effectively
assume the obligations of Bank of America or the applicable Issuer with respect to such Letters of Credit.


 






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SECTION 12.3     Costs
and Expenses.


 


The
Borrower agrees (a) to pay or reimburse the Administrative Agent and the Arrangers for all reasonable and documented (in
reasonable detail) out-of-pocket costs and expenses (including Attorney Costs) 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 (limited, in the case of legal fees and
expenses, to the Attorney Costs of one counsel to the Administrative Agent and the Arrangers taken as a whole and, if reasonably
necessary, one local counsel of the Administrative Agent, the Arrangers, and the Lenders taken as a whole in each relevant
jurisdiction material to the interest of the Agents (which shall be a single law firm acting as local counsel in multiple relevant
jurisdictions) and, in the event of an actual or perceived conflict of interest, one additional counsel (and if necessary one
specialty counsel and one local counsel in any material jurisdiction) to each group of similarly situated Persons), and (b) to
pay or reimburse the Administrative Agent, the Issuers and the Lenders for all reasonable and documented in reasonable detail
out-of-pocket costs and expenses (including Attorney Costs) incurred in connection with the enforcement of any rights or remedies
under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding,
including any proceeding under any Debtor Relief Law, but limited, in the case of legal fees and expenses, to the Attorney Costs of
one counsel to the Administrative Agent, the Issuers and the Lenders taken as a whole (and, if reasonably necessary, one local
counsel in any relevant jurisdiction material to the interest of the Agents (which shall be a single law firm acting as local
counsel in multiple relevant jurisdictions) and, in the event of an actual or perceived conflict of interest between the Agents, the
Issuers, and/or the Lenders, where the Person or Persons affected by such conflict of interest inform the Borrower in writing of
such conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Lenders similarly situated
taken as a whole of the affected parties)). The agreements in this Section 12.3 shall survive the termination of the
Commitments and repayment of all other Obligations. All amounts due under this Section 12.3 shall be paid within thirty
(30) days following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail and such
supporting material as the Borrower may reasonably request. If any Loan Party fails to pay when due any costs, expenses or other
amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the
Administrative Agent in its sole discretion.


 






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SECTION 12.4     Indemnities.


 


The
Borrower shall indemnify and hold harmless the Agents, each Lender, each Issuer, the Arrangers and their respective Affiliates and their,
and their Affiliates’, branches, directors, officers, employees, agents, partners, trustees or advisors and other representatives
(collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, reasonable and documented out-of-pocket expenses and disbursements of any kind or nature
whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising
out of or in connection with (but, in the case of Attorney Costs, limited to the reasonable and documented out-of-pocket fees, disbursements
and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees
taken as a whole in each relevant jurisdiction, and in the case of an actual or potential conflict of interest between Indemnitees
(where the Indemnitee(s) affected by such conflict of interest informs the Borrower in writing of such conflict of interest), one
additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) 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, (ii) any Commitment,
Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for
payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such
Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or
formerly owned or operated by the Borrower, any Subsidiary or any other Loan Party, or any Environmental Liabilities arising out of the
activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation
of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether
any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith
or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee, (y) a material
breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person, in each case of clauses
(x) and (y), as determined by a final, non-appealable judgment of a court of competent jurisdiction, or (z) any dispute
solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent,
collateral agent, issuer of Letters of Credit, or arranger or any similar role under the Facilities and other than any claims arising
out of any act or omission of Holdings, the Borrower or any of their Affiliates. To the extent that the undertakings to indemnify and
hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable
Law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Law to
the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable
for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information
transmission systems in connection with this Agreement (other than damages arising from the gross negligence, bad faith or willful misconduct
of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee as determined by a final, non-appealable
judgment of a court of competent jurisdiction), nor shall any Indemnitee or any 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 Closing Date) (other than, in the case of any Loan Party, in respect of any such damages
incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity
in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding
is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee
is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents
is consummated. All amounts due under this Section 12.4 shall be paid within thirty (30) days after written demand therefor;
provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final non-appealable order of
a court of competent jurisdiction that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant
to the express terms of this Section 12.4. The agreements in this Section 12.4 shall survive the resignation of
the Administrative Agent, the Collateral Agent, the Swing Loan Lender or any Issuer, the replacement of any Lender, the termination of
the Commitments and the repayment, satisfaction or discharge of all the other Obligations. Without limiting the provisions of Sections
3.1 and 3.2, this Section 12.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims,
damages, etc. arising from any non-Tax claim.


 






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SECTION 12.5     Limitation
of Liability.


 


The
Loan Parties agree that no Indemnitee shall have any liability (whether in contract, tort or otherwise) to any Loan Party or any of their
respective Subsidiaries or any of their respective equity holders or creditors for or in connection with the transactions contemplated
hereby and in the other Loan Documents, except to the extent such liability is determined in a final non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct or bad faith or breach
by such Indemnitee of its material obligations under this Agreement. In no event, shall any party hereto or any Indemnitee be liable on
any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits,
business or anticipated savings but other than to the extent such damages would otherwise be subject to indemnification pursuant
to the terms of Section 12.4). Each party hereto hereby waives, releases and agrees (each for itself and on behalf of its
Subsidiaries) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and
whether or not known or suspected to exist in its favor. The agreements in this Section 12.5 shall survive the resignation
of the Administrative Agent, the Collateral Agent, the Swing Loan Lender or any Issuer, the replacement of any Lender, the termination
of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.


 


SECTION 12.6     Right
of Set-off.


 


If an Event of Default shall
have occurred and be continuing, each Lender and each of its Affiliates and branches is hereby authorized at any time and from time to
time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set
off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and
other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate or branch to or for the credit or the
account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such other Loan Party now or
hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have
made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be
contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated
on such 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 Obligations owing to such Defaulting Lender as to which it exercised
such right of setoff. The rights of each Lender and its Affiliates and branches under this Section are in addition to other rights
and remedies (including other rights of setoff) that such Lender or its Affiliates or branches may have. Each Lender agrees to notify
the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice
shall not affect the validity of such setoff and application.


 






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SECTION 12.7     Sharing
of Payments.


 


If, other than as
expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal of or interest on account of the
Loans made by it, or the participations in Letter of Credit Obligations and Swing Loans held by it (in each case, whether voluntary,
involuntary, through the exercise of any right of set-off, 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 applicable Loans made by them and/or, to the extent applicable, such subparticipations
in the participations in Letter of Credit Obligations or Swing Loans held by them, as the case may be, as shall be necessary to
cause such purchasing Lender to share the excess payment of principal of or interest on such Loans or such participations, as the
case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered
from the purchasing Lender under any of the circumstances described in Section 12.14 (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
applicable 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 provisions of this
Section shall not be construed to apply to the application of Cash Collateral provided for in Sections 10.3 and 10.5.
For avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Loan
Parties pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee
or participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to
the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 12.6)
with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such
participation. The Administrative Agent will keep records (which shall be prima facie evidence thereof in the absence of
manifest error) of participations purchased under this Section 12.7 and will in each case notify the Lenders following
any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 12.7 shall from
and after such purchase have the right to give all notices, requests, demands, directions and other communications under this
Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the
original owner of the Obligations purchased.


 






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SECTION 12.8     Notices
and Other Communications; Facsimile Copies.


 


(a)            General.
Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection
(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by facsimile or electronic mail as follows, and all notices and other
communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 


(i)            if
to Holdings, the Borrower, the Administrative Agent or the Collateral Agent, or to Bank of America in its capacity as an Issuer or as
the Swing Loan Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 12.8;
and


 


(ii)            if
to any other Lender or Issuer, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire (including, as appropriate, notices delivered solely to the Person designated by such Lender or Issuer on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


Notices and other communications sent by hand
or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and
other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business
hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices
and other communications delivered through electronic communications to the extent provided in subsection (b) below shall
be effective as provided in such subsection (b).


 


(b)            Electronic
Communications. Notices and other communications to the Lenders and the 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 Issuer pursuant to Article II if such Lender or Issuer, as
applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication.
The Administrative Agent, any Lender, any Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may
be limited to particular notices or communications.


 






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(c)            Receipt.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed
received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the
foregoing clause (i) of notification that such notice or communication is available and identifying the website address
therefor; provided that, for both clauses (i) and (ii), if such notice or other communication is not sent during the normal
business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next
Business Day for the recipient.


 





(d)            The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS
MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of
its Agent-Related Persons or any Arranger (collectively, the “Agent Parties”) have any liability to Holdings, the Borrower,
any other Loan Party, any Lender, any Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether
in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’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 non-appealable judgment to have resulted from the gross negligence, bad faith or willful
misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Holdings,
the Borrower, any other Loan Party, any Lender, any Issuer or any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).


 


(e)            Change
of Address. Each of Holdings, the Borrower, the Administrative Agent, each Issuer and the Swing Loan Lender may change its address,
facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender
may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative
Agent, each Issuer and the Swing Loan Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to
ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and
electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.
Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected
the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable
such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including
United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public
Side Information” portion of the Platform and that may contain material non-public information with respect to the Loan Parties
or their securities for purposes of United States Federal or state securities Laws.


 






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(f)            Reliance
by Administrative Agent, Issuers and Lenders. The Administrative Agent, the Issuers and the Lenders shall be entitled to rely
and act upon any notices (including telephonic Notices of Borrowing or Swing Loan Requests) purportedly given by or on behalf of the Borrower
or any other Loan Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded
or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from
any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Issuer, each Lender and the Agent-Related Persons
of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly
given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.


 


SECTION 12.9     No
Waiver; Cumulative Remedies.


 


(a)            No
failure by any Lender, any Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy,
power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document,
are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.


 


(b)            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
or the Collateral Agent in accordance with Section 10.2 for the benefit of all the Secured Parties; provided, however,
that the foregoing shall not prohibit (a) the Administrative Agent or Collateral Agent from exercising on its own behalf the
rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent or the Collateral Agent) hereunder and
under the other Loan Documents, (b) any Issuer or any Swing Loan Lender from exercising the rights and remedies that
inure to its benefit (solely in its capacity as Issuer or Swing Loan Lender, as the case may be) hereunder and under the other Loan
Documents, (c) any Lender from exercising setoff rights in accordance with Section 12.6 (subject to the terms of Section 12.7),
or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a
proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is
no Person acting as Administrative Agent or Collateral Agent hereunder and under the other Loan Documents, then (i) the
Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.2 and
(ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso
and subject to Section 12.7, any Lender may, with the consent of the Requisite Lenders, enforce any rights and remedies
available to it and as authorized by the Requisite Lenders. The provisions of this Section 12.9 are for the sole benefit of the
Administrative Agent, the Collateral Agent and the other Secured Parties and shall not afford any right to, or constitute a defense
available to, any Loan Party.


 






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SECTION 12.10     Waiver
of Immunities. Each Borrower, on behalf of itself and its Subsidiaries (and its and their respective process agents), and each such
Person’s properties and revenues of any kind, hereby irrevocably agrees that, to the extent that the Borrower or any of its Subsidiaries
or any such Person’s properties or revenues has or may hereafter acquire any right of immunity, whether characterized as sovereign
immunity or otherwise, from any legal proceedings, whether in a Covered Jurisdiction or elsewhere, to enforce or collect upon the Obligations,
including immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of
a judgment, and immunity of any of its property or revenues from attachment prior to any entry of judgment, or from attachment in aid
of execution upon a judgment, each Borrower, on behalf of itself and its Subsidiaries, hereby expressly waives, to the fullest extent
permissible under applicable Law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether
in the United States or elsewhere (including a Covered Jurisdiction). Without limiting the generality of the foregoing, each Borrower
further agrees that the waivers set forth in this Section 12.10 shall have the fullest extent permitted under the Foreign
Sovereign Immunities Act of 1976 (U.S.) and other applicable Law and are intended to be irrevocable for purposes of the Foreign Sovereign
Immunities Act of 1976 (U.S.) and such other applicable Law.


 


SECTION 12.11     Binding
Effect. This Agreement shall become effective when it shall have been executed by the Borrower, Holdings and the Administrative Agent
and the Administrative Agent shall have been notified by each Lender, Swing Loan Lender and each Issuer that each such Lender, Swing Loan
Lender and Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, Holdings, each Agent
and each Lender and their respective successors and assigns.


 


SECTION 12.12     Governing
Law; Submission to Jurisdiction; Service of Process.


 


(a)            THIS
AGREEMENT AND EACH OTHER LOAN DOCUMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE)
BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY
SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW.


 


(b)            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 NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
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. EACH PARTY HERETO AGREES THAT THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE LENDERS AND THE ISSUERS (BUT
NOT THE BORROWER OR ANY OTHER LOAN PARTY) RETAINS THE RIGHT TO BRING PROCEEDINGS AGAINST THE BORROWER OR ANY OTHER LOAN PARTY IN THE COURTS
OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY LOAN DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.





 






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(c)            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.


 


(d)            EACH
PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12.8. NOTHING IN THIS
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


SECTION 12.13     Waiver
of Jury Trial.


 


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


 






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SECTION 12.14     Marshaling;
Payments Set Aside.


 


None
of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Loan Parties
or any other party or against or in payment of any or all of the Obligations. To the extent that any payment by or on behalf of the Borrower
is made to any Agent, any Issuer or any Lender, or any Agent, any Issuer or any Lender exercises its right of set-off, and such payment
or the proceeds of such set-off 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 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 set-off had not occurred, and (b) each Lender and each Issuer severally
agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid
by 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 applicable
Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders
and the Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination
of this Agreement.


 


SECTION 12.15     Execution
in Counterparts; Integration; Effectiveness.


 


This
Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. 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. Except as provided in Sections 4.1, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or other electronic imaging means (e.g., “pdf” or “tif”)
shall be effective as delivery of a manually executed counterpart of this Agreement.


 


SECTION 12.16     Electronic
Execution; Electronic Records; Counterparts.


 


This Agreement, any Loan
Document and any other Communication, including Communications required to be in writing, may be in the form of an Electronic Record
and may be executed using Electronic Signatures. Holdings and each Borrower, on behalf of itself and each Subsidiary Guarantor, and
each of the Agents, the Lenders and the Issuers agrees that any Electronic Signature on or associated with any Communication shall
be valid and binding on such Person to the same extent as a manual, original signature, and that any Communication entered into by
Electronic Signature, will constitute the legal, valid and binding obligation of such Person enforceable against such Person in
accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication
may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such
counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include,
without limitation, use or acceptance of a manually signed paper Communication which has been converted into electronic form (such
as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery
and/or retention. The Agents and each of the Lenders and the Issuers may, at its option, create one or more copies of any
Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created in
the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an
Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal
effect, validity and enforceability as a paper record. Notwithstanding anything contained herein to the contrary, neither the
Agents, any Issuer nor the Swing Loan Lender is under any obligation to accept an Electronic Signature in any form or in any format
unless expressly agreed to by such Person pursuant to procedures approved by it; provided, further, without limiting
the foregoing, (a) to the extent any Agent, any Issuer and/or the Swing Loan Lender has agreed to accept such Electronic
Signature, the Agents and each of the Lenders and Issuers shall be entitled to rely on any such Electronic Signature purportedly
given by or on behalf of Loan Party and/or any Lender or Issuer without further verification and (b) upon the request of any
Agent, any Issuer or the Swing Loan Lender, any Electronic Signature shall be promptly followed by such manually executed
counterpart.


 






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Neither any Agent, any Issuer
nor the Swing Loan Lender shall be responsible for or have any duty to ascertain or inquire into the sufficiency, validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement, instrument or document (including, for the avoidance of doubt,
in connection with any Agent’s, any Issuer’s or the Swing Loan Lender’s reliance on any Electronic Signature transmitted
by telecopy, emailed .pdf or any other electronic means). The Agents, the Issuers and Swing Loan Lender shall be entitled to rely on,
and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any Communication (which
writing may be a fax, any electronic message, Internet or intranet website posting or other distribution or signed using an Electronic
Signature) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated
(whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).


 


Holdings and each Borrower,
on behalf of itself and each Subsidiary Guarantor, and each Lender and Issuer hereby waives (i) any argument, defense or right to
contest the legal effect, validity or enforceability of this Agreement, any other Loan Document based solely on the lack of paper original
copies of this Agreement, such other Loan Document, and (ii) waives any claim against any Agent, Lender or Issuer and each Related
Party of any such Person for any liabilities arising solely from any Agent’s, any Lender’s and/or any Issuer’s reliance
on or use of Electronic Signatures, including any liabilities arising as a result of the failure of the Loan Parties to use any available
security measures in connection with the execution, delivery or transmission of any Electronic Signature, unless such claims or liabilities
arise from the gross negligence or willful misconduct of such Agent, Lender or Issuer, in each case, as determined by the final judgment
of a court of competent jurisdiction.


 






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SECTION 12.17     Confidentiality.


 


Each of the Agents, the
Arrangers, the Lenders and the Issuers agrees to maintain the confidentiality of the Information in accordance with its customary
procedures (set forth below), except that Information may be disclosed (a) to its Affiliates and branches and their and their
Affiliates’ officers, directors, employees, legal counsel, independent auditors and other experts or agents who need to know
such information in connection with the Transactions and are informed of the confidential nature of such Information and instructed
to keep such Information confidential; provided, such Agent, Arranger, Lender or Issuer, as applicable, shall remain liable for the
compliance of such Affiliates and branches and their officers, directors and employees with this paragraph, (b) upon the
request or demand of any regulatory authority having jurisdiction over such Agent, Arranger, Lender or Issuer, as applicable, or any
of its Affiliates or branches (in which case such Agent, Arranger, Lender or Issuer, as applicable, agrees to inform the Borrower
promptly thereof prior to such disclosure), unless such Person is prohibited by applicable Law from so informing the Borrower, or
except in connection with any request as part of a regulatory examination, (c) to the extent required by applicable Laws or
regulations or by any subpoena or similar legal process, provided that such Agent, Arranger, Lender, or Issuer, as
applicable, agrees that it will notify the Borrower as soon as practicable in the event of such disclosure unless such notification
is prohibited by law, rule or regulation or except in connection with any request as part of a regulatory examination,
(d) to any other party hereto, (e) for purposes of establishing a “due diligence” defense or solely to the
extent necessary to establish a claim or defense in connection with the exercise of any remedies hereunder or under any other Loan
Document or any suit, 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 12.17,
to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or any Eligible Assignee invited to be an Additional Revolving Lender (other than to a Disqualified
Institution; provided that the list of Disqualified Institutions may be provided) or
(ii) any actual or prospective direct or indirect counterparty (or its advisors) to any swap or derivative transaction relating
to the Loan Parties and their obligations, (g) with the consent of the Borrower; (h) to any rating agency when required by
it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of
any Information relating to the Loan Parties received by it from such Agent, Arranger, Issuer, or Lender, as applicable);
(i) on a confidential basis, to the CUSIP Service Bureau or any similar agency in connection with the application, issuance,
publishing and monitoring of CUSIP numbers of other market identifiers with respect to the credit facilities provided hereunder; or
(j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, or
(ii) becomes available to any Agent, Arranger, Issuer, Lender, or any of their respective Affiliates or branches on a
nonconfidential basis from a source other than Holdings, the Borrower or any Subsidiary thereof, and which source is not known by
such Agent, Arranger, Issuer or Lender to be subject to a confidentiality restriction in respect thereof in favor of the
Borrower or any Affiliate of the Borrower.


 


For
purposes of this Section, “Information” means all information received from any Loan Party or any Subsidiary thereof
relating to any Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available
to any Agent, Arranger, Issuer or Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof,
it being understood that all information received from Holdings, the Borrower or any Subsidiary after the date hereof, shall be
deemed confidential unless such information is clearly identified at the time of delivery as not being confidential. Any Person required
to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation
to do so in accordance with its customary procedures 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.


 






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Each of the Agents, Arrangers, Issuers
and Lenders acknowledges that (a) the Information may include material non-public information concerning Holdings, the Borrower or
a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information
and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and
state securities Laws.


 


SECTION 12.18     Use
of Name, Logo, etc.


 


Each
Loan Party consents to the publication in the ordinary course by the Administrative Agent or the Arrangers of customary advertising material
relating to the financing transactions contemplated by this Agreement using such Loan Party’s name, product photographs, logo or
trademark. Such consent shall remain effective until revoked by such Loan Party in writing to the Administrative Agent and the Arrangers.
The Administrative Agent and the Arrangers reserve the right to provide to industry trade organizations information necessary and
customary for inclusion in league table measurements.


 


SECTION 12.19     USA
PATRIOT Act Notice; Foreign Asset Control Regulations.


 


(a)            Each
Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies
each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender
or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act. The Borrower shall, promptly
following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative
Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money
laundering rules and regulations, including the Beneficial Ownership Regulation and the USA PATRIOT Act.


 


(b)            [Reserved].


 


(c)            Neither
the advance of the Loans nor the use of the proceeds of any thereof will violate the Trading With the Enemy Act (50 U.S.C. § 1
et seq., as amended) (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any
enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be
limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who
Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) or the USA PATRIOT
Act). Furthermore, none of the Loan Parties or their Affiliates (a) is or will become a “blocked person” as
described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or
will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person” or in any manner
violative of any such order.


 






    - 225 -


     


    

 


SECTION 12.20     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), the Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the
arranging and other services regarding this Agreement provided by the Agents, the Arrangers and the Lenders, as applicable, are arm’s-length
commercial transactions between the Borrower, Holdings and their respective Affiliates, on the one hand, and the Agents, the Arrangers
and the Lenders, on the other hand, (B) the Borrower and Holdings have consulted its own legal, accounting, regulatory and tax advisors
to the extent it has deemed appropriate, and (C) the Borrower and Holdings are 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 and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant
parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, Holdings or any of their respective
Affiliates, or any other Person and (B) none of the Agents, the Arrangers nor any Lender has any obligation to the Borrower, 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 Lender and their respective Affiliates and branches
may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, Holdings their respective
Affiliates, and none of the Agents, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrower,
Holdings or any of their respective Affiliates. To the fullest extent permitted by law, the Borrower and Holdings hereby waive and release
any claims that it may have against the Agents, the Arrangers nor any Lender with respect to any breach or alleged breach of agency or
fiduciary duty in connection with any aspect of any transaction contemplated hereby.


 


SECTION 12.21     Severability.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired
thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.
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 12.21, 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 applicable Issuer or the Swing Loan Lender, as applicable, then such provisions shall be deemed to be in effect only to the
extent not so limited.


 






    - 226 -


     


    

 


SECTION 12.22     Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent, each Issuer and each Lender, regardless
of any investigation made by the Administrative Agent, any Issuer or any Lender or on their behalf and notwithstanding that the Administrative
Agent, any 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 Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.


 


SECTION 12.23     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
Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate,
such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense,
fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.


 


SECTION 12.24     Time
of the Essence. Time is of the essence in the Loan Documents.


 


SECTION 12.25     No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event
an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this
Agreement.


 


SECTION 12.26     Acceptable
Intercreditor Agreements. Each of the Loan Parties, the Arrangers, the Issuers and the Lenders acknowledge that the exercise of certain
of the Agents’ rights and remedies hereunder may be subject to, and restricted by, the provisions of any Acceptable Intercreditor
Agreement. Except as specified herein, nothing contained in any Acceptable Intercreditor Agreement shall be deemed to modify any of the
provisions of this Agreement and the other Loan Documents, which, as among the Loan Parties, the Agents, the Issuers and the Lenders shall
remain in full force and effect.


 


SECTION 12.27     Keepwell.
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a security interest under the Loan Documents,
in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely,
unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap
Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in
respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without
rendering such Qualified ECP Guarantor’s obligations and undertakings under the Guaranty voidable under applicable Laws relating
to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP
Guarantor under this Section 12.27 shall remain in full force and effect until the Obligations have been indefeasibly paid
and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a
guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party
for all purposes of the Commodity Exchange Act.


 






    - 227 -


     


    

 


SECTION 12.28     Acknowledgment
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 Lender
or Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be
subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


(a)            the
application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any Lender or Issuer that is an Affected Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)            a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)            the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution
Authority.


 


SECTION 12.29     Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap
Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC,
a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal
Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer
Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect
of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported
QFC may in fact be stated to be governed by the Laws of the State of New York and/or of the United States or any other state of the United
States):





 






    - 228 -


     


    

 


(a)            In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such
QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special
Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed
by the Laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party
becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply
to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater
extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents
were governed by the Laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood
and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered
Party with respect to a Supported QFC or any QFC Credit Support.


 


(b)            As
used in this Section 12.29, the following terms have the following meanings:


 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k))
of such party.


 


“Covered Entity” means
any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Default Right” has
the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2
or 382.1, as applicable.


 


“QFC” has the meaning assigned to the term
 “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]


 






    - 229 -


     


    

 



 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	BJ’S WHOLESALE CLUB HOLDINGS, INC., as
    Holdings
	 	 
	 	By:	/s/ Kristyn M. Sugrue
	 	 	Name: Kristyn M. Sugrue
	 	 	Title:Treasurer




 


	 	BJ’S WHOLESALE CLUB, INC.
	 	 
	 	By:	/s/ Kristyn M. Sugrue
	 	 	Name: Kristyn M. Sugrue
	 	 	Title: Treasurer




 


[Signature Page to
Credit Agreement]


 



     


     


    

 


	 	BANK OF AMERICA, N.A., as
    Administrative Agent, Swing Loan Lender, a Lender and an Issuer
	 	 
	 	By:	/s/ Matthew Potter
	 	Name:  Matthew Potter
	 	Title: Senior Vice President




 


[Signature Page to Credit Agreement]


 



     


     


    

 


	 	PNC BANK, NATIONAL ASSOCIATION, as a lender
	 	 
	 	By:	/s/ Sari Garrick
	 	Name: Sari Garrick
	 	Title: Senior Vice President




 


[Signature Page to Credit Agreement]


 



     


     


    

 


	 	SANTANDER BANK, N.A., as a lender
	 	 
	 	By:	/s/ Jennifer Baydian
	 	Name: Jennifer Baydian
	 	Title: Senior Vice President




 


[Signature Page to Credit Agreement]


 



     


     


    

 


	 	TD BANK N.A., as a lender
	 	 
	 	By:	/s/ Dean Whalen
	 	Name: Dean Whalen
	 	Title: Vice President




 


[Signature Page to Credit Agreement]


 



     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as a lender and an issuer
	 	 
	 	By:	/s/ David Lawrence
	 	Name: David Lawrence
	 	Title: Vice President




 


[Signature Page to Credit Agreement]


 



     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender and an
    issuer
	 	 
	 	By:	/s/ Peter Foley
	 	Name: Peter Foley
	 	Title: Duly Authorized Signatory


 


[Signature Page to Credit Agreement]


 



     


     


    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION, as a lender
	 	 
	 	By:	/s/ Joe A. Sacchetti
	 	Name: Joe A. Sacchetti
	 	Title: Duly Authorized Signatory


 


[Signature Page to Credit Agreement]


 



     


     


    

 


	 	DEUTSCHE BANK AG NEW YORK BRANCH, as a lender
	 	 
	 	By:	/s/ Philip Tancorra
	 	Name: Philip Tancorra
	 	Title: Vice President


 


[Signature Page to Credit Agreement]


 



     


     


    

 


	 	THE HUNTINGTON NATIONAL BANK as a lender
	 	 
	 	By:	/s/ Patricia Scudder
	 	Name: Patricia Scudder
	 	Title: Vice President


 


[Signature Page to Credit Agreement]


 



     


     


    

 


EXHIBIT A


 


[FORM OF] ASSIGNMENT AND ASSUMPTION


 


This
Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and
is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, an] “Assignor”)
and [the][each]2 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and
agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended,
amended and restated, restated supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt
of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
(the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.


 


For
an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each]
Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated
below (a) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their
respective capacities as Lenders] under the Credit Agreement and the other Loan Documents or instruments delivered pursuant thereto to
the extent related to the amount[s] and equal to the percentage interest[s] identified below of all of such outstanding rights and obligations
of [the Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, participations
in the Letters of Credit and the Swing Loans included in such facilities5) and (b) to the extent permitted to
be assigned under applicable Law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the
respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other Loan Documents or the loan transactions governed thereby or in any way based on or related to any
of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and
obligations sold and assigned by [the][any] Assignor
to [the][any] Assignee pursuant to clauses (a) and (b) above being referred to herein collectively as [the][an]
 “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.


 


 









1              For
bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the
first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.


 


2              For
bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the
first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.


 


3              Select
as appropriate.


 


4              Include
bracketed language if there are either multiple Assignors or multiple Assignees.


 


5              Include
all applicable subfacilities.


 






     


     


    

 


		1.	Assignor[s]:	 	 






		2.	Assignee[s]:	 	 



 


[for each Assignee, indicate if [Affiliate][Approved Fund] of [identify
Lender].]


 


		3.	Borrower: BJ’s Wholesale Club, Inc., a Delaware corporation



 


		4.	Administrative Agent: Bank of America, N.A., including any successor thereto, as the administrative
agent under the Credit Agreement.



 


		5.	Credit Agreement: The Credit Agreement, dated as of July 28, 2022, among BJ’s Wholesale
Club, Inc., a Delaware corporation (the “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware
corporation (“Holdings”), each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from
time to time party thereto and Bank of America, N.A., as administrative agent (in such capacity, including any successor thereto, the
 “Administrative Agent”) and as collateral agent and security trustee (in such capacity, including any successor thereto,
the “Collateral Agent”) under the Loan Documents.



 


		6.	Assigned Interest:



 


	
    

    Assignor[s]6
	
    

    Assignee[s]7
	
    

    Facility Assigned8
	Aggregate Amount of Commitments / Loans for all Lenders9	
    

    Amount of
    Commitment / Loans Assigned
	Percentage
    Assigned of Commitment / Loans10
	 	 	 	 	 	
    

    %

	 	 	 	 	 	%
	 	 	 	 	 	%



 


 









6              List
each Assignor, as appropriate.


 


7              List
each Assignee, as appropriate.


 


8              Fill
in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and
Assumption (e.g., “Revolving Credit Facility,” etc.).


 


9              Amounts
in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments
made between the Trade Date and the Effective Date.


 


10            Set
forth, to at least 9 decimals, as a percentage of the applicable Commitments/Loans of all Lenders thereunder.


 






     


     


    

 


		7.	[Trade Date: [                       ]]11



 


		8.	Effective
                                            Date: [                      ],
                                            20[     ] [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND
                                            WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



 


 









11            To
be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.


 






     


     


    

 


The terms set forth in this Assignment and Assumption are hereby
agreed to:


 


	 	ASSIGNOR[S]
	 	 
	 	[NAME OF ASSIGNOR]
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	ASSIGNEE[S]
	 	 
	 	[NAME OF ASSIGNEE]
	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


	[Consented to and]12 Accepted:
	 
	BANK OF AMERICA, N.A.,

as Administrative Agent
	 
	 
	By:	 	 
	Name:
	Title:
	 
	[Consented to:
	 
	[                      ]
	 
	By:	 	 
	Name:
	Title:]13



 


 









12           To
be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.


 


13           To
be added only if the consent of the Borrower and/or other parties (e.g., Swing Loan Lender, Issuer) is required by the terms
of the Credit Agreement.


 


[Signature Page to
Assignment and Assumption Agreement]


 






     


     


    

 


ANNEX 1

TO ASSIGNMENT AND ASSUMPTION


 


STANDARD TERMS AND CONDITIONS FOR


 


ASSIGNMENT AND ASSUMPTION


 


		1.	Representations and Warranties.



 


A.            Assignor.
[The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the relevant] Assigned
Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has
full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby, (iv) it is [not] a Defaulting Lender and (v) it has examined the list of Disqualified
Institutions and no Assignee is a Disqualified Institution; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the
financial condition of the Loan Parties or any other Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Loan Parties or any other Person of any of their respective obligations under any Loan Document.


 


B.            Assignee.
[The][Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to
become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 12.2(b)(iii) and (v) of
the Credit Agreement (subject to such consents, if any, as may be required under Section 12.2(b)(iii) of the Credit
Agreement), (iii) from and after the Effective Date referred to in this Assignment and Assumption, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire
[the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit
Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered
pursuant to Section 7.1(a), (b) and (c) thereof, as applicable, and such other documents and
information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to
purchase [the][such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vii) attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any
documentation required pursuant to Section 3.1 of the Credit Agreement, duly completed and executed by [the][such]
Assignee and (viii) it has examined the list of Disqualified Institutions and is not a Disqualified Institution; and
(b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any
other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.


 






     


     


    

 


2.             Payments.
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including
payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding
the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date.


 


3.             General
Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in counterparts (and by different parties hereto in different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by facsimile or other electronic imaging means (e.g., “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.


 


4.             Fees.
Unless waived by the Administrative Agent in accordance with Section 12.2(b)(iv) of the Credit Agreement, this Assignment
and Assumption shall be delivered to the Administrative Agent with a processing and recordation fee of in the amount required by Section 12.2(b)(iv) of
the Credit Agreement.


 


5.             Delivery.
If the Assignee is not a Lender, the Assignee shall deliver to the Administrative Agent an Administrative Questionnaire.


 






     


     


    

 


EXHIBIT B


 


[FORM OF] REVOLVING CREDIT NOTE


 


[                          ],
20[    ]


 


FOR
VALUE RECEIVED, the undersigned (the “Borrower”), promise to pay [                   ]
or its registered assigns (the “Revolving Credit Lender”), in accordance with the provisions of the Credit Agreement
(as hereinafter defined), (i) the principal amount of each Revolving Loan from time to time made by the Revolving Credit Lender to
or for the account of the Borrower pursuant to the Credit Agreement and (ii) interest on the unpaid principal amount of each Revolving
Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates and at such times as provided
in the Credit Agreement.


 


As used herein,
the “Credit Agreement” means and refers to that certain Credit Agreement, dated as of July 28, 2022 (as amended,
amended and restated, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among
BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”), BJ’s Wholesale Club Holdings, Inc.,
a Delaware corporation (“Holdings”), each other Restricted Subsidiary of Holdings party thereto as a Borrower, each
Lender from time to time party thereto and Bank of America, N.A., as administrative agent (in such capacity, including any successor thereto,
the “Administrative Agent”) and as collateral agent and security trustee (in such capacity, including any successor
thereto, the “Collateral Agent”) under the Loan Documents. Capitalized terms used herein and not otherwise defined
herein are used as defined in the Credit Agreement.


 


This is a “Revolving
Credit Note” to which reference is made in the Credit Agreement and is subject to all terms and provisions thereof, and constitutes
a Loan Document thereunder. This Revolving Credit Note is also entitled to the benefits of the Loan Documents, including the Guaranty,
and is secured by the Collateral. The principal of, and interest on, this Revolving Credit Note shall be payable at the times, in the
manner, and in the amounts as provided in the Credit Agreement and shall be subject to prepayment and acceleration as provided therein.
All payments of principal and interest shall be made to the Administrative Agent for the account of the Revolving Credit Lender in the
currency in which the applicable Revolving Loan is denominated and in Same Day Funds at the Administrative Agent’s Office for such
currency.


 


The Revolving Loans
made by the Revolving Credit Lender shall be evidenced by one or more loan accounts or records maintained by the Revolving Credit Lender
in the ordinary course of business. The Revolving Credit Lender may also attach schedules to this Revolving Credit Note and endorse thereon
the date, amount, currency and maturity of its Revolving Loans and payments with respect thereto.


 


The
Borrower waives presentment, demand, notice, and protest, and also waives any delay on the part of the holder hereof. The Borrower
assents to any extension or other indulgence (including, without limitation, the release or substitution of Collateral) permitted by
the Administrative Agent, the Collateral Agent and/or the Revolving Credit Lender with respect to this Revolving Credit Note and/or
any Collateral Document or any extension or other indulgence with respect to any other liability or any collateral given to secure
any other liability of the Borrower or any other Person obligated on account of this Revolving Credit Note.


 






     


     


    

 


This Revolving Credit
Note shall be binding upon the Borrower and upon its respective permitted successors, assigns, and representatives, and shall inure to
the benefit of the Revolving Credit Lender and its permitted successors, endorsees and assigns.


 


Delivery of an executed
counterpart of a signature page of this Revolving Credit Note by facsimile or other electronic imaging means (e.g., “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Revolving Credit Note.


 


THIS REVOLVING CREDIT
NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR
RELATING TO THIS REVOLVING CREDIT NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW.


 


[Remainder of Page Intentionally
Left Blank]


 






     


     


    

 


IN
WITNESS WHEREOF, each of undersigned has caused this Revolving Credit Note to be duly executed and delivered by a duly authorized
officer as of the date first above written.


 


	 	BJ’S
WHOLESALE CLUB, INC.,
	 	as the Borrower



 


		By:	 



		Name:	 



		Title:	 



 


[Signature Page to Revolving Credit Note]


 






     


     


    

 


LOANS AND PAYMENTS


 


	Date	Amount of

Loan	Currency	Maturity

Date	Payments of

Principal/Interest	Principal

Balance of

Note







		 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 



 






     


     


    

 



 


EXHIBIT C


 


[FORM OF] NOTICE OF BORROWING


 


		To:	Bank of America, N.A., as Administrative
Agent



 


		Re:	BJ’s Wholesale Club, Inc.



 


		Date:	[                      ],
                                            20[   ]



 


 


Reference is made
to that certain Credit Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation
(the “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as
collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”) under
the Loan Documents. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


The undersigned
Borrower hereby gives you notice, irrevocably, pursuant to Section 2.2 of the Credit Agreement that the undersigned hereby
requests as specified in clause (a) below, a Borrowing under the Credit Agreement and, in connection therewith, sets forth
below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.2 of
the Credit Agreement:


 


(a)            The
date of the Proposed Borrowing is [                      ], 20[   ], which is a
Business Day (the “Funding Date”).1


 


(b)            The
aggregate principal amount of the Proposed Borrowing is [                    ].2


 


(c)            The
Proposed Borrowing is to be comprised of [Base Rate Loans] [SOFR Rate Loans].


 


(d)            For
SOFR Rate Loans: the Proposed Borrowing is to have an initial Interest Period of [[one][three][six][         ]
months].3


 


 






1Refer
to Section 2.2 of the Credit Agreement for notice requirements for Borrowings.


 


2Refer
to Section 2.2 of the Credit Agreement for minimum principal amounts and increments for Borrowings.


 


3
Refer to definition of Interest Period set forth in the Credit Agreement for allowed Interest Periods.


 






     


     


    

 


 (e)            the Proposed Borrowing is to be made in Dollars.




 


(f)            The
proceeds of the Proposed Borrowing shall be delivered to the Borrower’s account as follows:


 


Bank Name:


ABA No. / Swift No.:


Account No.:


Reference:


 


The undersigned
hereby represents and warrants that the conditions set forth in Sections 4.2(b) and (c) of the Credit Agreement
shall be satisfied on the Funding Date both immediately before and immediately after giving effect to the Proposed Borrowing and to the
application of the proceeds thereof.


 


[After
giving effect to the Proposed Borrowing and the application of the proceeds thereof, Holdings and its Restricted Subsidiaries, on a Consolidated
basis, are Solvent.]4


 


Delivery of an executed
counterpart of a signature page of this Notice of Borrowing by facsimile or other electronic imaging means (e.g., “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Notice of Borrowing.


 


[Signature Page Follows]


 


 






4
To be included solely to the extent the proceeds of the Borrowing will be used to fund a Restricted Payment subject to the satisfaction
of the Payment Conditions.


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed and delivered this Notice of Borrowing as of the date first written above.


 


	 	BJ’S WHOLESALE CLUB, INC.
	 	 
	 	By:	           
	 	Name:
	 	Title:




 


[Signature Page to Notice of Borrowing]


 






     


     


    

 


EXHIBIT D


 


[FORM OF] SWING LOAN REQUEST


 


 


		To:	Bank of America, N.A., as Administrative
Agent



 


		Re:	BJ’s Wholesale Club, Inc.



 


		Date:	[                      ],
20[   ]



 



 


Reference is made
to that certain Credit Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation
(the “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as
collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”) under
the Loan Documents. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


The undersigned
Borrower hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement that the undersigned hereby
requests that the Swing Loan Lender make Swing Loans available to the Borrower under the Credit Agreement and, in connection therewith,
sets forth below the information relating to such Swing Loans (the “Proposed Advance”) as required by Section 2.3
of the Credit Agreement:


 


(a)            The
date of the Proposed Advance is [            ], 20[ ], which is a Business
Day (the “Funding Date”).1


 


(b)            The
aggregate principal amount of the Proposed Advance is $[                       ].


 


(c)            The
proceeds of the Proposed Advance shall be delivered to the Borrower’s account as follows:


 


Bank Name:


ABA No. / Swift No.:


Account No.:


Reference:


 


 






1            Each
notice of a Proposed Advance must be received by the Administrative Agent not later than 1:00 p.m. on the day of the Proposed Advance.


 






     


     


    

 


The undersigned hereby
represents and warrants that the conditions set forth in Sections 4.2(b) and 4.2(c) of the Credit Agreement shall
be satisfied on the Funding Date both immediately before and immediately after giving effect to the Proposed Advance and to the application
of the proceeds thereof.


 


Delivery of an executed
counterpart of a signature page of this Swing Loan Request by facsimile or other electronic imaging means (e.g., “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Swing Loan Request.


 


[Signature Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed and delivered this Swing Loan Request as of the date first written above.


 


	 	BJ’S WHOLESALE CLUB, INC.
	 	 
	 	By:	             
	 	Name:
	 	Title:




 


[Signature Page to Swing Loan Request]


 






     


     


    

 


EXHIBIT E


 


[FORM OF] JOINDER AGREEMENT


 


Pursuant
to Section 8.11(a) of the Credit Agreement referred to below, this Joinder Agreement (this “Joinder”) is
made as of [                        ], 20[   ], by and among:


 


[                    ],
a [                    ] (the “New Subsidiary Guarantor”),
with its principal executive offices at [                    ];
and


 


BANK
OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor
thereto, the “Administrative Agent”) and as collateral agent and security trustee (in such capacity, including any
successor thereto, the “Collateral Agent”) under the Loan Documents.


 


PRELIMINARY STATEMENTS


 


A.            Reference
is made to that certain Credit Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware
corporation (the “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as
collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”) under
the Loan Documents.


 


B.            Reference
is made to that certain Guaranty, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or otherwise
modified from time to time, the “Guaranty”), by and among Holdings, each of the Subsidiary Guarantors party thereto
(the “Existing Subsidiary Guarantors” and, together with Holdings, the “Existing Guarantors”) and
Bank of America, as the Administrative Agent and the Collateral Agent.


 


C.            The
New Subsidiary Guarantor desires to become a party to, and bound by the terms of, the applicable Loan Documents in the same capacity and
to the same extent as the Existing Subsidiary Guarantors thereunder.


 


D.            Pursuant
to the terms of the Credit Agreement, in order for the New Subsidiary Guarantor to become party to the applicable Loan Documents as provided
herein, the New Subsidiary Guarantor is required to execute this Joinder.


 






     


     


    

 


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


 


		1.	Joinder and Assumption of Obligations. Effective as of the date of this Joinder, the New Subsidiary
Guarantor hereby acknowledges that it has received and reviewed a copy of the Credit Agreement, the Guaranty and the other Loan Documents,
and hereby:



 


		a.	joins in the execution of, and becomes a party to, the Guaranty, as indicated by its signature below;



 


		b.	covenants and agrees to be bound by all covenants, agreements, liabilities and acknowledgments (other
than covenants, agreements, liabilities and acknowledgments which specifically relate solely to an earlier date) of a Subsidiary Guarantor
under the applicable Loan Documents, as provided herein and in each case, with the same force and effect as if such New Subsidiary Guarantor
was a signatory to such Loan Documents and was expressly named as a Subsidiary Guarantor therein; and



 


		c.	assumes and agrees to perform all applicable duties and Obligations of a Subsidiary Guarantor under the
Credit Agreement, the Guaranty and the other Loan Documents.



 


		2.	Representations and Warranties. The New Subsidiary Guarantor hereby makes all representations,
warranties and other statements (other than representations, warranties and statements which specifically relate solely to an earlier
date) of a Subsidiary Guarantor under the Loan Documents, as provided herein and in each case, with the same force and effect as if such
New Subsidiary Guarantor was a signatory to the Loan Documents and was expressly named as a Subsidiary Guarantor therein.



 


		3.	Ratification of Loan Documents. All of the terms and conditions of the Credit Agreement, the Guaranty
and the other Loan Documents shall remain in full force and effect as in effect prior to the date hereof, without releasing any Loan Party
thereunder or Collateral therefor.



 


		4.	Conditions Precedent to Effectiveness. This Joinder shall not be effective until each of the following
conditions precedent have been fulfilled:



 


		a.	This Joinder shall have been duly executed and delivered by the respective parties hereto, and shall be
in full force and effect.



 


		b.	All action on the part of the New Subsidiary Guarantor and the other Loan Parties necessary for the valid
execution, delivery and performance by the New Subsidiary Guarantor of this Joinder and all other documentation, instruments, and agreements
required to be executed in connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory
to the Administrative Agent shall have been provided to the Administrative Agent.



 


		c.	The New Subsidiary Guarantor shall have taken all necessary action (including execution and delivery of
all applicable Collateral Documents) to satisfy the Collateral and Guarantee Requirement and Sections 8.11, 8.12 and 8.13 of the Credit
Agreement.



 






     


     


    

 


		5.	Miscellaneous.



 


		a.	This Joinder constitutes a Loan Document.



 


		b.	The New Subsidiary Guarantor agrees to reimburse the Administrative Agent for its fees and expenses incurred
hereunder as provided in Section 12.3 of the Credit Agreement; provided that each reference therein to the “Borrower”
shall be deemed to be a reference to the “New Subsidiary Guarantor”.



 


		c.	This Joinder may be executed in counterparts (and by different parties hereto in different counterparts),
each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Joinder by facsimile or other electronic imaging means (e.g., “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Joinder.



 


		d.	If any provision of this Joinder is held to be invalid, illegal, or unenforceable, (a) the legality,
validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties
shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. The invalidity of a provision
in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



 


		e.	THIS JOINDER AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE)
BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.



 


[Signature Pages Follow]


 






     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has caused this Joinder to be duly executed and delivered by its proper and duly authorized
officer as of the date set forth above.


 


	 	NEW SUBSIDIARY GUARANTOR
	 	 
	 	[            ]
	 	 
	 	By:	               
	 	Name:
	 	Title:




 


[Signature Page to Joinder
Agreement]


 






     


     


    

 


	 	BANK OF AMERICA, N.A.,
	 	as Administrative Agent and Collateral Agent
	 	 
	 	By:	                  
	 	Name:
	 	Title:




 


[Signature Page to Joinder
Agreement]


 






     


     


    

 



EXHIBIT F


 


[FORM OF] INTEREST ELECTION REQUEST


 


	To:	Bank of America, N.A., as Administrative
Agent
	 	 





	Re:	BJ’s Wholesale Club, Inc.



 




	Date:	[                       ],
20[    ]



 


Reference is made
to that certain Credit Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation
(the “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as
collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”) under
the Loan Documents. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


The Borrower hereby
gives you notice, irrevocably, pursuant to Section 2.11 of the Credit Agreement that the undersigned hereby requests the following
(select one):


 


 ̈         A conversion of existing Revolving Loans from [             ]1
to [             ]2


 


 ̈
         A continuation of SOFR Rate Loans that are Revolving Loans


 


(a)        The
date of the proposed conversion or continuation is [                          ],
20[   ], which is a Business Day.3


 


(b)        The
aggregate principal amount of the Loans to be converted or continued is [                   ].4


 


 



 


1            Insert
the existing Type of Loans to be converted (e.g., Base Rate Loans, SOFR Rate Loans).


 


2            Insert
the Type of Loans into which existing Loans are to be converted (e.g., Base Rate Loans, SOFR Rate Loans). Refer to Section 2.11
of the Credit Agreement to select appropriate Type of Loan based on the Type of existing Loan to be converted.


 


3            Refer
to Section 2.11 of the Credit Agreement for notice requirements for conversions and continuations.


 


4            Refer
to Section 2.11 of the Credit Agreement for minimum principal amounts and increments for conversion and continuations.


 






     


     


    

 


(c)        The
Loans to be converted or continued are comprised of [Base Rate Loans] [SOFR Rate Loans].


 


(d)        For
SOFR Rate Loans: the Loans to be converted or continued are to have an Interest Period of [one][three][six] months].


 


 (e)        The Loans to be converted or continued are made in Dollars.




 


Delivery of an executed
counterpart of a signature page of this Interest Election Request by facsimile or other electronic imaging means (e.g., “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Interest Election Request.


 


[Signature Pages Follow]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed and delivered this Interest Election Request as of the date first written above.


 


		BJ’S WHOLESALE CLUB, INC.
	 	 	 
	 	By:	                                     
	 	Name:
	 	Title:



 


[Signature Page to Interest Election Request]


 






     


     


    

 


EXHIBIT G


 


[FORM OF] CREDIT CARD NOTIFICATION


 


[Insert
Applicable Loan Party Letterhead]


 


[                            ],
20[    ]


 


BY CERTIFIED MAIL - RETURN RECEIPT REQUESTED


 


	To:	[Name
and Address of Credit Card Processor] (the “Processor”)



 


	Re:	[_____________] among the Processor and the Loan Party, dated
as of [                    ,   20__] (the “Processing Agreement”)
	 	Merchant
Account Number: _____________ 





 


Dear Sir/Madam:


 


Under
certain financing agreements among [                            ] (the “Loan
Party”), and, among others, Bank of America, N.A., with offices at 100 Federal Street, Boston, Massachusetts 02110, as administrative
agent and collateral agent (in such capacities, together with its successor and assigns in such capacities, the “Administrative
Agent”) for the benefit of a syndicate of lenders and certain other secured parties (the “Secured Parties”),
the Loan Party has granted to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a security
interest in and to, among other things, the Loan Party’s inventory, credit card receivables, certain accounts, books and records
relating to the foregoing, and proceeds therefrom, including without limitation, all amounts due or to become due from the Processor to
the Loan Party pursuant to the Processing Agreement between the Processor and the Loan Party.


 


Under the terms and provisions of the
agreements with the Administrative Agent, under certain circumstances, the Loan Party is obligated to deliver all proceeds of the Loan
Party’s accounts, accounts receivable and inventory to the Administrative Agent, and by your signature below, you acknowledge receipt
of notice of such obligations. Such proceeds include all credit card charges (the “Charges”) submitted by the Loan
Party to the Processor for processing and the amounts which the Processor owes to the Loan Party on account thereof (the “Credit
Card Proceeds”) and all other amounts due or to become due to the Loan Party under the Processing Agreement.


 






     


     


    

 


Until the Processor receives notification
from an officer of the Administrative Agent as provided below, all amounts due from time to time from the Processor to the Loan Party
(including Credit Card Proceeds, payment from any reserve account or the like or other payments) shall be transferred only as follows:


 


By ACH, Depository Transfer Check, or Electronic Depository
Transfer to:


 


	 	 	 
	 	ABA #	 	 






	 	For
Credit to	 	 
	 	Account No.	 	 



 


After the Processor receives notification
from an officer of the Administrative Agent, all amounts shall be transferred as the Processor may be instructed from time to time in
writing by an officer of the Administrative Agent. After the Processor receives written notification from the Administrative Agent that
all obligations of the Loan Party to the Secured Parties have been paid in full and the commitments of the Secured Parties to make loans
to the Loan Party have terminated, all amounts shall thereafter be transferred as the Processor may be instructed by the Loan Party.


 


Upon request of an officer of the Administrative
Agent, a copy of each periodic statement provided by the Processor to the Loan Party shall be provided to the Administrative Agent, at
the following address (which address may be changed upon seven (7) days’ written notice given to the Processor by an officer
of the Administrative Agent):


 


If to the Administrative Agent:


 


Bank of America, N.A.


MA5-100-04-10


100 Federal Street


Boston, Massachusetts 02110


Attention: Matthew Potter, Senior Vice President


 


The Processor shall be fully protected
in acting on any order or direction by an officer of the Administrative Agent given in accordance with the terms of this letter respecting
the Charges and the Credit Card Proceeds without making any inquiry whatsoever as to the Administrative Agent’s right or authority
to give such order or direction or as to the application of any payment made pursuant thereto.


 


This letter may be amended only by notice
in writing signed by an officer of the Loan Party and an officer of the Administrative Agent, and may be terminated solely by written
notice signed by an officer of the Administrative Agent.


 


[Signature Pages Follow]


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	[LOAN PARTY]
	 	 	 
		By:	                      
	 	Name:
	 	Title:



 


cc:       Bank
of America, N.A.


 


[Signature Page to Credit Card Notification]


 






     


     


    

 


Acknowledged and Accepted:


 


BANK
OF AMERICA, N.A.,


 


as the Administrative Agent


 


	By:	                  	 
	Name:	 
	Title:	 



 


[                      ], 


as the Processor



 


	By:	                  	 
	Name:	 
	Title:	 


 


[Acknowledgement Page to Credit Card Notification]


 






     


     


    

 


EXHIBIT H


 


[FORM OF] BORROWING BASE CERTIFICATE


 


[See attached]


 






     


     


    

 


 






     


     


    

 









     


     


    

 






     


     


    

 


BJ’s Wholesale Club, Inc.

Borrowing Base Certificate


 


Exhibit 1 - Letters of Credit


 


1/0/00


 






     


     


    

 


 






     


     


    

 


 






     


     


    

 


 


 


 


 



 


EXHIBIT I


 


FORM OF INTERCREDITOR AGREEMENT


 


[attached]


 






     


     


    

 


EXHIBIT J


 


[FORM OF] INTERCOMPANY SUBORDINATION AGREEMENT


 


This
INTERCOMPANY SUBORDINATION AGREEMENT, dated as of [               ],
20[    ] (as the same may be amended, amended and restated, modified, replaced or supplemented from time
to time in accordance with the terms hereof, this “Intercompany Subordination Agreement”), is made and entered into
by and among each of the undersigned, to the extent a borrower from time to time (in such capacity for the purposes of this Intercompany
Subordination Agreement, an “Obligor”) from any other entity listed on the signature page (in such capacity
for the purposes of this Intercompany Subordination Agreement, a “Subordinated Creditor”).


 


RECITALS


 


(a)             Reference
is made to that certain Credit Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware
corporation (the “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and
as collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”)
under the Loan Documents, and any related notes, guarantees, collateral documents, instruments and agreements executed in connection
with the Credit Agreement, and in each case as amended, modified, renewed, refunded, replaced, restated, restructured, increased, supplemented
or refinanced in whole or in part from time to time, regardless of whether such amendment, modification, renewal, refunding, replacement,
restatement, restructuring, increase, supplement or refinancing is with the same lenders or holders, agents or otherwise. Capitalized
terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.


 


(b)            All
Indebtedness of each Obligor that is a Loan Party to each Subordinated Creditor that is not a Loan Party now or hereafter existing (whether
created directly or acquired by assignment or otherwise), and all interest, premiums, costs, expenses or indemnification amounts thereon
or payable in respect thereof or in connection therewith, are hereinafter referred to as the “Subordinated Debt”. Indebtedness
owed by any Obligor that is not a Loan Party to a Loan Party shall not be subordinated to, and shall rank pari passu in right of
payment with, any other obligation of such Obligor.


 


(c)            This
Intercompany Subordination Agreement is entered into pursuant to Sections
9.3(b)(ii) and 9.3(d) of the Credit Agreement and delivered in connection therewith.


 


SECTION 1. Subordination.


 


(a)            Each
Subordinated Creditor and each Obligor agrees that the Subordinated Debt is and shall be subordinate, to the extent and in the
manner hereinafter set forth, to the prior payment in full in cash of all Secured Obligations of any such Obligor now or hereafter
existing, including, without limitation, where applicable, such
Obligor’s
guarantee thereof (the “Senior
Indebtedness”).


 






     


     


    

 


(b)            Notwithstanding
the date, manner or order of grant, attachment or perfection of any Lien of the Collateral Agent in any Collateral securing the
Senior Indebtedness (all such Liens, collectively, the “Senior Liens”) or any Liens of a Subordinated Creditor in
any Collateral securing Indebtedness (all such Liens, collectively, the “Junior Liens”) and notwithstanding any
provision of the UCC or any other applicable Law or any Loan Document or other documents, agreement or instrument, the
Administrative Agent, the Collateral Agent and each Subordinated Creditor hereby agree that (i) the Senior Liens, regardless
of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall be and shall remain senior and prior
to any Junior Liens, and (ii) any Junior Liens, regardless of how acquired, whether by grant, statute, operation of law,
subrogation or otherwise, shall be junior and subordinate in all respects to the Senior Liens. Without limiting the generality of
the foregoing, it is expressly agreed that all proceeds of Collateral received by any Subordinated Collateral shall be paid over to
the Administrative Agent for application to the Senior Indebtedness until paid in full in accordance with Section 1(c) below.
The foregoing shall apply regardless of the order of filing of any such Liens (or the exercise of control over or possession of any
Collateral) or perfection of any such security interests (or failure to make any such filing or perfect any such security interest),
or the avoidance of any such security interest. The Lien priorities provided for herein shall not be altered or otherwise affected
by any amendment, modification, supplement, extension, increase, replacement, renewal, restatement or refinancing of any Senior
Indebtedness or applicable Indebtedness owed to any Subordinated Creditor (or any part thereof), by the release of any Collateral or
of any guarantees for any Senior Indebtedness or applicable Indebtedness owed to any Subordinated Creditor or by any action that any
Secured Party or Subordinated Creditor may take or fail to take in respect of any Collateral.


 


(c)            For
the purposes of this Intercompany Subordination Agreement, the Senior Indebtedness shall not be deemed to have been paid in full until
the date that is 91 days after the Obligations Payment Date; provided that such Senior Indebtedness shall not be considered paid
in full if such Senior Indebtedness has been refinanced with proceeds of other Indebtedness.


 


SECTION 2. Events of Subordination.


 


(a)            In
the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of
any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization,
receivership, relief or other similar case or proceeding under any Debtor Relief Law or upon an assignment for the benefit of
creditors or any other marshalling of the assets and liabilities of any Obligor or otherwise, the holders of Senior Indebtedness
shall be entitled to receive payment in full of the Obligations before any Subordinated Creditor is entitled to receive any payment
of all or any of the Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities, but
other than (i) equity securities or (ii) debt securities of such Obligor that are subordinated, to at least the same
extent as the Subordinated Debt hereunder, to the payment of all Senior Indebtedness then outstanding) that otherwise would be
payable or deliverable upon or with respect to the Subordinated Debt in any such case, proceeding, assignment, marshalling or
otherwise (including any payment that may be payable by reason of any other Indebtedness of such Obligor being subordinated to
payment of the Subordinated Debt) shall be paid or delivered directly to the Administrative Agent for the account of the holders of
Senior Indebtedness for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for,
the payment or prepayment of the Senior Indebtedness until the Senior Indebtedness shall have been paid in full in cash pursuant to
Section 1(b).


 






     


     


    

 


(b)            If
any Event of Default has occurred and is continuing under Section 10.1(a) or 10.1(f) of the Credit Agreement
and after notice from the Administrative Agent to each Subordinated Creditor (provided that no such notice shall be required to
be given in the case of any Event of Default arising under Section 10.1(f) of the Credit Agreement), then no payment
(including any payment that may be payable by reason of any other Indebtedness of any Obligor being subordinated to payment of the Subordinated
Debt) or distribution of any kind or character shall be made by or on behalf of any Obligor that is a Loan Party for or on account of
any Subordinated Debt, and no Subordinated Creditor shall take or receive from any Obligor that is a Loan Party, directly or indirectly,
in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of
all or any of the Subordinated Debt until (x) the Senior Indebtedness shall have been paid in full in cash pursuant to Section 1(b) hereof
or (y) such Event of Default shall have been waived or is otherwise no longer continuing, unless otherwise agreed in writing by the
Administrative Agent in its reasonable discretion.


 


(c)            If
any Event of Default under the Credit Agreement (other than an Event of Default described in Section 10.1(a) or 10.1(f) of
the Credit Agreement) shall have occurred and be continuing and the Administrative Agent gives written notice thereof to each Subordinated
Creditor, then no payment (including any payment that may be payable by reason of any other Indebtedness of any Obligor that is a Loan
Party being subordinated to payment of the Subordinated Debt) or distribution of any kind or character shall be made by or on behalf of
any Obligor that is a Loan Party for or on account of any Subordinated Debt, and no Subordinated Creditor shall take or receive from any
Obligor that is a Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without
limitation, from or by way of collateral, payment of all or any of the Subordinated Debt, unless and until (x) the Senior Indebtedness
shall have been paid in full pursuant to Section 1(b) hereof or (y) such Event of Default shall have been waived
or is otherwise no longer continuing.


 


(d)            Except
as otherwise set forth in Sections 2(a) through (c) above, any Obligor is permitted to pay, and any Subordinated
Creditor is entitled to receive, any payment or prepayment of principal and interest on the Subordinated Debt.


 


SECTION 3. In Furtherance of Subordination.
Each Subordinated Creditor agrees as follows:


 


(a)            If
any proceeding referred to in Section 2(a) above is commenced by or against any Obligor,


 


(i)            The
Administrative Agent is hereby irrevocably authorized and empowered (in its own name or in the name of each Subordinated Creditor),
but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in
Section 2(a) and give acquittance therefor and to file claims and proofs of claim and take such other action (including,
without limitation, voting the Subordinated Debt or enforcing any security interest or other Lien securing payment of the
Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the
Administrative Agent or the Lenders hereunder; and


 






     


     


    

 


(ii)           each
Subordinated Creditor shall promptly take such action as Administrative Agent may reasonably request (A) to collect the
Subordinated Debt for the account of the holders of the Senior Indebtedness and to file appropriate claims or proofs or claim in
respect of the Subordinated Debt, (B) to execute and deliver to the Administrative Agent such powers of attorney, assignments,
or other instruments as the Administrative Agent may reasonably request in order to enable the Administrative Agent to enforce any
and all claims with respect to, and any security interests and other Liens securing payment of, the Subordinated Debt and
(C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to
the Subordinated Debt.


 


(b)            All
payments or distributions upon or with respect to the Subordinated Debt which are received by each Subordinated Creditor contrary to the
provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the holders of the Senior Indebtedness,
shall be segregated from other funds and property held by such Subordinated Creditor and shall be forthwith paid over to the Administrative
Agent for the account of the holders of the Senior Indebtedness in the same form as so received (with any necessary endorsement) to be
applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment
of the Senior Indebtedness, as applicable in accordance with the terms of the Credit Agreement.


 


(c)            The
Administrative Agent is hereby authorized to demand specific performance of this Intercompany Subordination Agreement, whether or not
such Obligor that is a Loan Party shall have complied with any of the provisions hereof applicable to it, at any time when such Subordinated
Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated
Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy
of specific performance.


 


SECTION 4. Rights
of Subrogation. Each Subordinated Creditor agrees that no payment or distribution to the Administrative Agent or the holders of the
Senior Indebtedness pursuant to the provisions of this Intercompany Subordination Agreement shall entitle such Subordinated Creditor to
exercise any right of subrogation in respect thereof until the Senior Indebtedness shall have been paid in full in cash pursuant to Section 1(b).


 


SECTION 5. Further
Assurances. Each Subordinated Creditor and each Obligor that is a Loan Party will, at its expense and at any time and from time
to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary and
that the Administrative Agent may reasonably request in writing, in order to protect any right or interest granted or purported to
be granted hereby or to enable the Administrative Agent or any holders of the Senior Indebtedness to exercise and enforce its rights
and remedies hereunder.


 






     


     


    

 


SECTION 6. Agreements
in Respect of Subordinated Debt. No Subordinated Creditor will, except as permitted under the Credit Agreement, sell, assign, pledge,
encumber or otherwise dispose of any of the Subordinated Debt unless such sale, assignment, pledge, encumbrance or disposition is made
expressly subject to this Intercompany Subordination Agreement.


 


SECTION 7. Agreement
by the Obligors. Each Obligor that is a Loan Party agrees that it will not make any payment of any of the Subordinated Debt, or take
any other action, in each case if such payment or other action would be in contravention of the provisions of this Intercompany Subordination
Agreement.


 


SECTION 8. Obligations
Hereunder Not Affected. All rights and interests of the Administrative Agent and the Lenders hereunder, and all agreements and obligations
of each Subordinated Creditor and each Obligor that is a Loan Party under this Intercompany Subordination Agreement, shall remain in full
force and effect irrespective of:


 


(a)            any
amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of the Senior
Indebtedness or any part thereof;


 


(b)            any
taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of
the Guaranty or any Senior Indebtedness;


 


(c)            the
application of security and directing the order or manner of sale thereof as the Administrative Agent and the Lenders in their sole discretion
may determine in accordance with the Credit Agreement and each other Loan Document;


 


(d)            the
release or substitution of one or more of any endorsers or other guarantors of any of the Senior Indebtedness;


 


(e)             the
taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Guarantor or which, but for
this Section 8, might operate as a discharge of such Guarantor;


 


(f)            any
defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor, any other Guarantor
or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability
of such Obligor, any other Guarantor or a Subordinated Creditor;


 


(g)            any
defense based on any claim that such Guarantor’s or Subordinated Creditor’s obligations exceed or are more burdensome than
those of any Obligor, any other Guarantor or any other subordinated creditor, as applicable;


 


(h)            the
benefit of any statute of limitations affecting such Guarantor’s or Subordinated Creditor’s liability hereunder;


 






     


     


    

 


(i)             any
right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power
of any Secured Party, whatsoever;


 


(j)             any
benefit of and any right to participate in any security now or hereafter held by any Secured Party; and/or


 


(k)             to
the fullest extent permitted by Law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting
the liability of or exonerating guarantors or sureties.


 


This Intercompany Subordination Agreement shall
continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Senior Indebtedness is rescinded
or must otherwise be returned by the Administrative Agent or any holder of Senior Indebtedness upon the insolvency, bankruptcy or reorganization
of any Obligor or otherwise, all as though such payment had not been made.


 


SECTION 9. Waiver.
Each Subordinated Creditor and each Obligor hereby waives promptness, diligence, notice of acceptance and any other notice with respect
to any of the Obligations and this Intercompany Subordination Agreement and any requirement that Administrative Agent, Collateral Agent
or any Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or
take any action against any Obligor or any other person or entity or any collateral.


 


SECTION 10. Amendments,
Etc. No amendment or waiver of any provision of this Intercompany Subordination Agreement, and no consent to any departure by any
Subordinated Creditor or any Obligor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative
Agent, the Collateral Agent, such Obligor and each Subordinated Creditor, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.


 


SECTION 11. Expenses.
This Intercompany Subordination Agreement is entitled to the benefits of Section 12.3 of the Credit Agreement. Each Subordinated
Creditor and each Obligor (in each case, that is not a Loan Party) agrees that if any dispute, arbitration, litigation, or other proceeding
is brought with respect to the enforcement of this Intercompany Subordination Agreement or any provision hereof, the prevailing party
in such dispute, arbitration, litigation, or other proceeding shall be entitled to recover its reasonable and documented attorneys’
fees and all other reasonable and documented out-of-pocket costs and expenses incurred in the enforcement of this Intercompany Subordination
Agreement, irrespective of whether suit is brought.


 


SECTION 12. Addresses
for Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given
as provided in Section 12.8 of the Credit Agreement. All communications and notice hereunder to an Obligor other than the
Borrower shall be given in care of the Borrower.


 


SECTION 13. No
Waiver; Remedies. No failure on the part of the Administrative Agent, the Collateral Agent or any Lender to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.


 






     


     


    

 


SECTION 14. Joinder.
Upon execution and delivery after the date hereof by any Restricted Subsidiary of a joinder agreement in substantially the form of Exhibit A
hereto as required by the Credit Agreement, each such party shall become an Obligor and/or a Subordinated Creditor, as applicable, hereunder
with the same force and effect as if originally named as an Obligor or a Subordinated Creditor, as applicable, hereunder. The rights and
obligations of each Obligor and each Subordinated Creditor hereunder shall remain in full force and effect notwithstanding the addition
of any new Obligor or Subordinated Creditor as a party to this Intercompany Subordination Agreement.


 


SECTION 15. Governing Law; Jurisdiction; Etc.


 


(a)            THIS
INTERCOMPANY SUBORDINATION AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE)
BASED UPON, ARISING OUT OF OR RELATING TO THIS INTERCOMPANY SUBORDINATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)            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 STATE, COUNTY AND CITY OF NEW YORK IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS INTERCOMPANY SUBORDINATION AGREEMENT, 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 INTERCOMPANY SUBORDINATION AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT, ANY LENDER OR ANY ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS INTERCOMPANY
SUBORDINATION AGREEMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


 


(c)            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 INTERCOMPANY
SUBORDINATION AGREEMENT 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.


 






     


     


    

 


(d)            EACH
PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12 OF THIS INTERCOMPANY
SUBORDINATION AGREEMENT.     NOTHING IN THIS INTERCOMPANY SUBORDINATION
AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 


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


 


SECTION 16. Enforceability.
The provisions of this Intercompany Subordination Agreement are intended to be and shall be enforceable under Section 510(a) of
Title 11 of the United States Code, as now or hereafter in effect or any successor thereto.


 


SECTION 17. Release.
Any Obligor shall be automatically released from this Intercompany Subordination Agreement in the event that such Obligor ceases to be
a Loan Party pursuant to Article XI or Section 11.11 of the Credit Agreement. Any Subordinated Creditor shall be automatically
released from this Intercompany Subordination Agreement in the event that such Subordinated Creditor ceases to be a wholly-owned Restricted
Subsidiary of Holdings pursuant to a transaction permitted by the Credit Agreement.


 


[Remainder of Page Intentionally Left Blank]


 






     


     


    

 


IN
WITNESS WHEREOF, each Subordinated Creditor, each Obligor, the Borrower and Holdings each has caused this Intercompany Subordination
Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.


 


	 	[●], as an Obligor
	 	 
	 	By:	     
	 	Name:
	 	Title:




 


[Signature Page to
Intercompany Subordination Agreement]


 






     


     


    

 


	Agreed and acknowledged as of the date first above written:	 
	 	 
	BANK OF AMERICA, N.A.,	 
	as Administrative Agent and as Collateral Agent	 
	 	 
	By:	           	 
	Name:	 
	Title:	 




 


[Signature Page to Intercompany Subordination Agreement]


 






     


     


    

 


EXHIBIT A 

TO INTERCOMPANY
SUBORDINATION AGREEMENT


 


FORM OF JOINDER AGREEMENT


 


This
JOINDER AGREEMENT, dated as of [               ],
20[    ] (this “Joinder”), is delivered pursuant to the Intercompany Subordination Agreement,
dated as of [                 ],
20[    ] (as the same may from time to time be amended, restated, supplemented or otherwise modified, the
 “Intercompany Subordination Agreement”) among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”),
BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”), the Subordinated Creditors and
Obligors from time to time party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent. Capitalized terms
used but not otherwise defined herein shall have the meanings assigned to them in the Intercompany Subordination Agreement.


 


1.              Joinder
in the Intercompany Subordination. The undersigned hereby agrees that on and after the date hereof, it shall be [an “Obligor”]
[and] [a “Subordinated Creditor”] under and as defined in the Intercompany Subordination Agreement, hereby assumes
and agrees to perform all of the obligations of [an Obligor] [and] [a Subordinated Creditor] thereunder and agrees that it shall comply
with and be fully bound by the terms of the Intercompany Subordination Agreement as if it had been a signatory thereto as of the date
thereof; provided that the representations and warranties made by the undersigned thereunder shall be deemed true and correct as of the
date of this Joinder unless such representations and warranties specifically refer to an earlier date, in which case they shall be true
and correct as of such earlier date.


 


2.              Unconditional
Joinder. The undersigned acknowledges that the undersigned’s obligations as a party to this Joinder are unconditional and are
not subject to the execution of one or more Joinders by other parties. The undersigned further agrees that it has joined and is fully
obligated as [an Obligor] [and] [a Subordinated Creditor] under the Intercompany Subordination Agreement.


 


3.              Incorporation
by Reference. All terms and conditions of the Intercompany Subordination Agreement are hereby incorporated by reference in this Joinder
as if set forth in full.


 


IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Joinder as of the day and year first above written.


 


	 	[                 ]
	 	 
	 	By:	        
	 	Name:
	 	Title:




 






     


     


    

 


EXHIBIT K-1


 


[FORM OF] UNITED STATES TAX COMPLIANCE
CERTIFICATE


 


(For Foreign Lenders That Are Not Treated As
Partnerships For U.S. Federal Income Tax Purposes)


 


[                                   ],
20[    ]


 


Reference is made to that
certain Credit Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation (the
 “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as
collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”) under
the Loan Documents. Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.1(c) of the Credit Agreement, the undersigned hereby certifies that:


 


1.              It
is the sole record and beneficial owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which
it is providing this certificate.


 


 2.              It is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code.




 


3.              It
is not a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code.


 


4.              It
is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


5.              The
interest payments on the Loan(s) are not effectively connected with the undersigned’s conduct of a U.S. trade or business.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. person status on IRS Form W-8BEN or W-8BEN-E, as applicable.
By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and Administrative Agent and (b) the undersigned shall have at all times furnished the Borrower
and Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment
is to be made to the undersigned, or in either of the two calendar years preceding each such payment.


 


[Signature Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned has duly executed this certificate as of the date first written above.


 


	 	[NAME OF FOREIGN LENDER]
	 	 
	 	By:	       
	 	Name:
	 	Title:




 


[Signature Page to United States Tax Compliance
Certificate]


 






     


     


    

 


EXHIBIT K-2


 


[FORM OF] UNITED STATES TAX COMPLIANCE
CERTIFICATE


 


(For Foreign Lenders That Are Treated As Partnerships
For U.S. Federal Income Tax Purposes)


 


[                              ],
20[    ]


 


Reference is made to that
certain Credit Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation (the
 “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as
collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”) under
the Loan Documents. Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.1(c) of the Credit Agreement, the undersigned hereby certifies that:


 


1.              It
is the sole record owner of the Loan(s) (as well as any note(s) evidencing such Loan(s)) in respect of which it is providing
this certificate.


 


2.              Its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)).


 


3.              Neither
the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of
the Code.


 


4.              None
of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of
the Code.


 


5.              None
of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


6.              The
interest payments on the Loan(s) are not effectively connected with the undersigned’s or any of its direct or indirect partners/members’
conduct of a U.S. trade or business.


 


The
undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the
following forms from each of its partners/members claiming the portfolio interest exemption:
(i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS
Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the
portfolio interest exemption. By executing this certificate, the undersigned agrees that (a) if the information provided on
this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (b) the
undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding each such payment.


 


[Signature Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned has duly executed this certificate as of the date first written above.


 


	 	[NAME OF FOREIGN LENDER]
	 	 
	 	By:	        
	 	Name:
	 	Title:




 


[Signature Page to United States Tax Compliance
Certificate]


 






     


     


    

 


EXHIBIT K-3


 


[FORM OF] UNITED STATES TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Not Treated
As Partnerships For U.S. Federal Income Tax Purposes)


 


[                       ],
20[    ]


 


Reference is made to that
certain Credit Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation (the
 “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as
collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”) under
the Loan Documents. Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.1(c) of the Credit Agreement, the undersigned hereby certifies that:


 


1.              It
is the sole record and beneficial owner of the participation in respect of which it is providing this certificate.


 


 2.              It is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code.




 


3.              It
is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code.


 


4.              It
is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


5.             The
interest payments with respect to such participation are not effectively connected with the undersigned’s conduct of a U.S. trade
or business.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing
this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender and (b) the undersigned shall have at all times furnished such Lender with a properly completed and
currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two calendar years preceding each such payment.


 


[Signature Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned has duly executed this certificate as of the date first written above.


 


	 	[NAME OF FOREIGN PARTICIPANT]
	 	 
	 	By:	               
	 	Name:
	 	Title:




 


[Signature Page to United States Tax Compliance
Certificate]


 






     


     


    

 


EXHIBIT K-4


 


[FORM OF] UNITED STATES TAX COMPLIANCE
CERTIFICATE


 


(For Foreign Participants That Are Treated As
Partnerships For U.S. Federal Income Tax Purposes)


 


[                         ],
20[    ]


 


Reference is made to that
certain Credit Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation (the
 “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as
collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”) under
the Loan Documents. Capitalized terms used herein and not otherwise defined herein are used as defined in the Credit Agreement.


 


Pursuant to the provisions
of Section 3.1(c) of the Credit Agreement, the undersigned hereby certifies that:


 


1.              It
is the sole record owner of the participation in respect of which it is providing this certificate.


 


2.              Its
direct or indirect partners/members are the sole beneficial owners of such participation.


 


3.              Neither
the undersigned nor any of its direct or indirect partners/members is a “bank” within the meaning of Section 881(c)(3)(A) of
the Code.


 


4.              None
of its direct or indirect partners/members is a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of
the Code.


 


5.              None
of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of
the Code.


 


6.              The
interest payments with respect to such participation are not effectively connected with the undersigned’s or any of its direct
or indirect partners/members’ conduct of a U.S. trade or business.


 


The
undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from
each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS
Form W-8BEN-E or (ii) an IRS Form W- 8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from
each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this
certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender and (b) the undersigned shall have at all times furnished such Lender with a properly completed
and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either
of the two calendar years preceding each such payment.


 


[Signature Page Follows]


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned has duly executed this certificate as of the date first written above.


 


	 	[NAME OF FOREIGN PARTICIPANT]
	 	 
	 	By:	               
	 	Name:
	 	Title:




 


[Signature Page to United States Tax Compliance
Certificate]


 






     


     


    

 



 


EXHIBIT L


 


[FORM OF] COMPLIANCE CERTIFICATE


 


		To:	Bank of America, N.A., as Administrative
Agent



 


		Re:	BJ’s Wholesale Club, Inc.



 


		Date:	[                        ],
                                            20[    ]



 


Reference is made to that
certain Credit Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation (the
 “Borrower”), BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”),
each other Restricted Subsidiary of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America,
N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as
collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”) under
the Loan Documents. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.


 


Pursuant to Section 7.2(a) of
the Credit Agreement, the undersigned [insert title of a Financial Officer] of Holdings hereby certifies as of the date hereof
that he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of Holdings, and
solely in his/her capacity as [insert title of a Financial Officer] of Holdings, and not individually, hereby further certifies
to the Administrative Agent and the Lenders as follows:


 


[Use following paragraph 1 for fiscal year-end financial
statements]


 


1.             Attached
hereto as Appendix 1 is a Consolidated balance sheet of Holdings and its Subsidiaries as at the end of the Fiscal Year ended [                                ],
20[    ] (the “Financial Statement Date”), and the related Consolidated statements of income
or operations, stockholders’ equity and cash flows for such Fiscal Year, together with related notes thereto, 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
(except as noted therein), with such Consolidated financial statements audited and accompanied by a report and opinion of PricewaterhouseCoopers
LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion has been prepared
in accordance with generally accepted auditing standards and is not subject to any “going concern” qualification (but excluding
a “going concern” explanatory paragraph or like statement), other than a “going concern” qualification or exception
that is due to (v) the impending maturity of any Indebtedness within the twelve (12) month period following the date of the delivery
of the attached report and opinion, (x) any actual failure to satisfy a financial covenant or any potential inability to satisfy
a financial covenant on a future date or in a future period or (y) the activities, operations, financial results, assets or liabilities
of any Unrestricted Subsidiary.


 






    1 


     


    

 


[Use following paragraph 1 for fiscal quarter-end
financial statements]


 


1.            Attached
hereto as Appendix 1 is a condensed Consolidated balance sheet of Holdings and its Subsidiaries as at the end of the Fiscal Quarter
ended [                          ],
20[    ] (the “Financial Statement Date”), and the related (i) condensed Consolidated
statements of income or operations for such Fiscal Quarter and for the portion of the Fiscal Year then ended and (ii) condensed
Consolidated statements of cash flows 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 such Consolidated financial statements fairly present in all material respects the financial condition, results
of operations and cash flows of Holdings and its Subsidiaries in accordance with GAAP, subject to normal year-end adjustments and the
absence of footnotes. Also attached hereto as Appendix 1-A are the related consolidating financial statements reflecting the adjustments
necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such Consolidated financial statements.


 


2.            A
review of the activities of Holdings and its Restricted Subsidiaries during the fiscal period covered by the financial statements delivered
pursuant to Section 1 of this Compliance Certificate has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period Holdings and its Restricted Subsidiaries performed and observed all their respective obligations
under the Loan Documents, and to my knowledge, except as set forth in Appendix 2, no Default or Event of Default has occurred and
is continuing.


 


3.            [Attached
hereto as Appendix 3 is a reasonably detailed calculation of the Consolidated Fixed Charge Coverage Ratio of Holdings and its
Restricted Subsidiaries as of the end of the most recent Test Period.]1


 


4.            Attached
hereto as Appendix 4 is a description of each event, condition or circumstance during the last Fiscal Quarter covered by this Compliance
Certificate requiring a mandatory prepayment under Section 2.9 of the Credit Agreement.


 


5.            Attached
hereto as Appendix 5 is a list of each Subsidiary of Holdings that identifies each Subsidiary as a Restricted Subsidiary or an
Unrestricted Subsidiary as of the date of delivery of this Compliance Certificate or a confirmation that there is no change in such information
since the later of the Closing Date and the date such list was most recently updated in connection with delivery of a Compliance Certificate.


 


6.            Attached
hereto as Appendix 6 is written notice of any material change in accounting policies or financial reporting practices by any Loan
Party or any Subsidiary thereof since the date of the most recent financial statements delivered to the Administrative Agent (other than
changes made in accordance with GAAP).
 


7.           [Attached
hereto as Appendix 7 are reasonably detailed calculations of the Net Cash Proceeds received during the Fiscal Year ended [                         ],
20[    ] by or on behalf of Holdings or any of its Restricted Subsidiaries in respect of any Disposition
subject to prepayment pursuant to Section 2.9(b) of the Credit Agreement.]2



 


[Signature Page Follow]


 


 






1
Only include to the extent a Monthly Borrowing Base Reporting Period occurred at any time during the Fiscal Quarter most recently
ended prior to the delivery hereof.


 


2
To be included in connection with delivery of annual financial statements.


  






    2


     


    

 


IN
WITNESS WHEREOF, the undersigned, solely in his/her capacity as a Financial Officer of Holdings, and not individually, has
executed this certificate for and on behalf of Holdings and has caused this certificate to be delivered as of the date first set forth
above.


 


		BJ’S WHOLESALE CLUB HOLDINGS, INC.
	 	 	 
	 	By:	                            
	 	Name:             
	 	Title:



 


[Signature Page to Compliance Certificate]


 






    


     


    

 


APPENDIX 1

TO COMPLIANCE CERTIFICATE


 






    


     


    

 


APPENDIX 1-A

TO COMPLIANCE CERTIFICATE


 






    


     


    

 


APPENDIX 2

TO COMPLIANCE CERTIFICATE


 


Except as set forth below,
no Default or Event of Default presently exists.[ If any Default or Event of Default exists, the following describes the nature of such
Default or Event of Default in reasonable detail and the steps being taken or contemplated to be taken by the Loan Parties on account
thereof.]


 






    


     


    

 


APPENDIX 3 

TO COMPLIANCE CERTIFICATE1


 


Test
Period covered by the calculations below: [                      ],
20[    ] to [                      ],
20[    ] (the “Test Period”).




 


	Consolidated Fixed Charge Coverage Ratio	 	 	 	 
	 	 	 	 	 
	The ratio of (a) to (b)	 	 	 	 
	 	 	 	 	 
	1.        Consolidated EBITDA	 	$		 
	 	 	 	 	 
	2.        Capital Expenditures2	 	$		 
	 	 	 	 	 
	3.        Cash Taxes	 	$		 
	 	 	 	 	 
	4.        Cash Tax refunds	 	$		 
	 	 	 	 	 
	(a) 1 minus 2 minus 3 plus 4	 	$		 
	 	 	 	 	 
	(b) Debt Service Charges	 	$		 



 


	Consolidated Fixed Charge Coverage Ratio for the Test Period is _____: 1:00	 	 	 	 




 





Full calculations of the Consolidated Fixed Charge Coverage Ratio are attached as Exhibit A hereto.



 





 






1
In the case of any conflict between this Appendix 3 and the Credit Agreement, the Credit Agreement shall govern.


 


2
This does not include Capital Expenditures (x) not paid for in Cash or (y) financed with proceeds of Indebtedness (other than
Loans).


 






    


     


    

 



 


EXHIBIT A 

TO APPENDIX 3


TO COMPLIANCE CERTIFICATE


 


	(A)	Consolidated Fixed Charge Coverage Ratio



 


		(1)	Consolidated EBITDA



 


		(a)	Consolidated Net Income:



 


		(i)	the aggregate of the Net Income of Holdings and its Restricted Subsidiaries on a Consolidated basis for such Test Period and otherwise
determined in accordance with GAAP, excluding, without duplication:	 	$       



                               


		(A)	any net after-tax extraordinary, non-recurring or unusual
gains or losses (less all fees and expenses relating thereto) or expenses, and Transaction Expenses, relocation costs, integration costs,
facility consolidation and closing costs, severance costs and expenses and non-recurring compensation charges (without, in any such case,
limitation on the calculation hereof by Item 10(e) of Regulation S- K promulgated by the SEC)	 	$       



 





		(B)	the
cumulative effect of a change in accounting principles during such Test Period, whether effected through a cumulative effect adjustment
or a retroactive application in each case in accordance with GAAP 	 	$       


                                        


		(C)	effects of adjustments (including
the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in such Person’s Consolidated financial
statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research
and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase
accounting, as the case may be, in relation to the Transactions or any consummated Permitted Acquisition or the amortization or write-
off of any amounts thereof, net of taxes 	 	$       



 


		(D)	any net after-tax income (loss)
from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations	 	$       



 


		(E)	any net after-tax gains or losses
(less all fees and expenses relating thereto) attributable to asset Dispositions or other Disposition of any Equity Interests of any Person
other than in the ordinary course of business, as determined in good faith by Holdings 	 	$       



 


		(F)	the Net Income for
                                                                                                                        such Test Period of any Person that is not a Restricted Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by
                                                                                                                        the equity method of accounting, provided that Consolidated Net Income of Holdings and its Restricted Subsidiaries shall
                                                                                                                        include the amount of dividends or distributions or other payments that are actually paid in cash (or to the extentconverted
                                                                                                                        into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such Test Period

	 	$       



 






     


     


    

 





		(G)	(i) any net unrealized gain or loss (after any
offset) resulting in such Test Period from obligations in respect of Swap Contracts and the application of FASB Accounting Standards Codification
815 (Derivatives and Hedging), (ii) any net gain or loss resulting in such Test Period from currency translation gains or losses
related to currency remeasurements of Indebtedness (including the net loss or gain (A) resulting from Swap Contracts for currency
exchange risk and (B) resulting from intercompany Indebtedness) and all other foreign currency translation gains or losses to the
extent such gain or losses are non-cash items, and (iii) any net after-tax income (loss) for such Test Period attributable to the
early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Swap Contracts or (C) other derivative
instruments

	 	$       


 





		(H)	any impairment charge or asset write-off, including
impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity
securities or as a result of a change in law or regulation, in each case pursuant to GAAP, and the amortization of intangibles arising
pursuant to GAAP 

	 	$       


 





		(I)	any expenses, charges or losses that are covered by
indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer
or other Disposition of assets permitted under the Credit Agreement, to the extent actually reimbursed, or, so long as Holdings has made
a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact
indemnified or reimbursed within 365 (or, in any leap year, 366) days of such determination (with a deduction in the applicable future
Test Period for any amount so added back to the extent not so indemnified or reimbursed within such 365 (or, in any leap year, 366) days) 

	 	$       


 





		(J)	to the extent covered by insurance and actually reimbursed,
or, so long as the Borrower has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed
within 365 days of the date of such determination (with a deduction in the applicable future Test Period for any amount so added back
to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business
interruption

	 	$       


 





		(K)	any
non-cash (for such Test Period and all other Test Periods) compensation charge or expense, including any such charge or expense arising
from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs
shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by, or to, management
of Holdings or any of its Restricted Subsidiaries in connection with the Transactions

	 	$       


 






     


     


    

 


		 	 Consolidated Net Income (item (A)(1)(a)(i) excluding the items (A)(1)(a)(i)(A) through (K))

	 	$       



 





		(b)	increased
by (without duplication):



 


		(i)	provision
for taxes based on income or profits or capital, plus state, provincial, territorial, franchise, property or similar taxes and
foreign withholding taxes and foreign unreimbursed value added taxes, of such Person for such Test Period (including, in each case, penalties
and interest related to such taxes or arising from tax examinations), to the extent the same were deducted in computing Consolidated
Net Income for such Test Period	 	$       






 


		(ii)	(A)       total interest expense of such Person for
                                                                                                                                                              such Test Period and (B) bank fees and costs of surety bonds for such Test Period, in each case under this clause (B), in connection
                                                                                                                                                              with financing activities and, in each case under clauses (A) and (B), to the extent the same were deducted in computing
                                                                                                                                                              Consolidated Net Income for such Test Period	 	$       



 


		(iii)	Consolidated Depreciation and Amortization Expense for such
Test Period to the extent the same was deducted in computing Consolidated Net Income for such Test Period	 	$       



 


		(iv)	any expenses or charges related to any issuance of Equity Interests, Investment,
acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred under the Credit Agreement
including a refinancing thereof (whether or not successful) and any amendment or modification to the terms of any such transactions,
including such fees, expenses or charges related to the Transactions, incurred during such Test Period, in each case, to the extent the
same were deducted in computing Consolidated Net Income for such Test Period	 	$       



 


		(v)	the amount of any restructuring charge or reserve deducted
in such Test Period in computing Consolidated Net Income, including any one-time costs incurred in connection with (A) Permitted
Acquisitions after the Closing Date or (B) the closing of any Stores or distribution centers after the Closing Date; provided
that amounts added back pursuant to this clause (v) with respect to any Test Period shall not exceed 20% of Consolidated EBITDA
for such Test Period (calculated before giving effect to any adjustments pursuant to this clause (v))	 	$       



 


		(vi)	the amount of costs relating to pre-opening and opening costs for Stores, signing, retention and completion bonuses, costs incurred in
connection with any strategic initiatives, transition costs, consolidation and closing costs for Stores and costs incurred in connection
with non-recurring (without, in any such case, limitation on the calculation hereof by Item 10(e) of Regulation S-K promulgated
by the SEC) product and Intellectual Property development after the Closing Date, other business optimization expenses (including costs
and expenses relating to business optimization programs), and new systems design and implementation costs and project start-up costs;
provided that amounts added back pursuant to this clause (vi) with respect to any Test Period shall not exceed 20% of Consolidated EBITDA for such Test Period (calculated before giving effect to any adjustments pursuant to this clause (vi))	 	$       




 






     


     


    

 


		(vii)	any other non-cash expenses or charges including any write
offs or write downs reducing such Consolidated Net Income for such Test Period (provided that, if any such non-cash expenses or
charges represent an accrual or reserve for potential cash items in any future Test Period, (A) Holdings may determine not to add
back such non- cash expense or charge in the current Test Period and (B) to the extent Holdings decides to add back such non-cash
expense or charge, the cash payment in respect thereof in such future Test Period shall be subtracted from Consolidated EBITDA to such
extent, and excluding amortization of a prepaid cash item that was paid in a prior Test Period)	 	$       



 


		(viii)	the amount of any minority interest expense deducted in calculating
Consolidated Net Income for such Test Period	 	$       



 


		(ix)	the amount of Expected Costs Savings that are reasonably identifiable
and factually supportable (in the good faith determination of the Borrower) related to (A) the Transactions, (B) any Business
Optimization Initiative consummated prior to or on the Closing Date and/or (C) any Business Optimization Initiative consummated
after the Closing Date (in each case, net of the amount of actual amounts realized during such Test Period from such actions); provided
that (1) with respect to clause (C), the relevant action resulting in (or substantial steps towards the relevant action that would
result in) such Expected Costs Savings must either be taken or reasonably expected to be taken within eighteen (18) months after the
determination to take such action and (2) amounts added back pursuant to this clause (ix) with respect to any Test Period shall
not exceed 25% of Consolidated EBITDA for such Test Period (calculated before giving effect to any adjustments pursuant to this clause
(ix))	 	$       



 


		(x)	any (A) one-time fee, cost, charge or expense incurred
during such Test Period in connection with regulatory fines or processes and (B) cost of, and payment of, actual or prospective
litigations, legal settlements, fines, judgments or orders during such Test Period	 	$       



 


		(xi)	any fee, cost, charge or expense incurred in connection with
(A) lease buy-outs or termination fees in connection with Store closures and (B) contract terminations (including holdback
amounts) during such Test Period	 	$       



 


		(xii)	cash receipts (or any netting arrangements resulting in reduced
cash expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any Test Period to the extent non-cash gains relating
to such income were deducted in the calculation of Consolidated EBITDA pursuant to item (A)(1)(c) below for any previous Test Period
and not added back	 	$       



 






     


     


    

 





		(xiii)	any costs or expenses incurred by Holdings or a Restricted Subsidiary during such Test Period 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 stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Loan Parties or net cash proceeds of issuance of Equity Interests of the Loan Parties (other than Disqualified Equity Interests)	 	$       


 





		(xiv)	[reserved]	 	$       



 


		(xv)	[reserved]	 	$       



 


		(xvi)	the amount of management, board of directors, monitoring, consulting,
transaction and advisory fees (including termination fees) and related indemnities, charges and expenses paid or accrued to or on behalf
of any direct or indirect parent or equityholders of Holdings or the Borrower	 	$       



 


		(xvii)	[reserved]	 	$       



 


		(xviii)	[reserved]	 	$       



 


		(xix)	any charges, expenses or losses directly related to litigation
	 	$       



 


		(xx)	[reserved]	 	$       




 


		(c)	decreased by (without duplication):



 


		(i)	any non-cash gains increasing Consolidated Net Income of such Person for such Test Period, excluding any gains that represent the reversal
of any accrual of, or cash reserve for, anticipated cash charges in any prior Test Period (other than such cash charges that have been
added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with the calculation set forth in this Schedule
1)	 	$       



 


		(ii)	any non-cash gains with respect to cash actually received in a prior Test Period unless such cash did not increase Consolidated EBITDA
in such prior Test Period	 	$       



 


		(d)	Consolidated EBITDA (Consolidated Net Income plus the sum of items (A)(1)(b)(i) through
(xx) minus the sum of items (A)(1)(c)(i) and (ii))1	 	$       



 


	(2)	Capital Expenditures



 


		(a)	(i)	all amounts that would be reflected as additions to property, plant or equipment on a Consolidated statement of cash flows of Holdings
and its Restricted Subsidiaries in accordance with GAAP	 	$       



 





 



1            Notwithstanding
anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any Test Period that
includes any of the Fiscal Quarters ended on or about July 31, 2021, October 31, 2021, January 29, 2022 and April 30,
2022, Consolidated EBITDA for such Fiscal Quarters shall be $220,140,000, $228,399,000, $228,601,000 and $220,801,000, respectively. For
the avoidance of doubt, Consolidated EBITDA shall be calculated (whether pursuant to the immediately preceding sentence or otherwise),
including pro forma adjustments, in accordance with Section 1.8 (provided that any such adjustments, when taken together
with any such similar adjustments made in accordance with item (A)(1)(b)(ix) above, shall not exceed 25% of Consolidated EBITDA for
such Test Period (calculated before giving effect to such addbacks).


 






     


     


    

 


		(ii)	the value of all assets under Capitalized Leases incurred by Holdings and its Restricted Subsidiaries during such period	 	$       



 


		(iii)	provided that Capital Expenditures shall not include (i) expenditures made in connection with the replacement, substitution,
restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the
assets being replaced, substituted, restored or repaired or (y) awards of compensation arising from the taking by eminent domain
or condemnation of the assets being replaced, (ii) the purchase of plant, property or equipment or software to the extent financed
with the Net Cash Proceeds of Dispositions that are not required to be applied to prepay the Loans the First Lien Term Facility or any
Material Indebtedness, (iii) expenditures that are accounted for as capital expenditures by Holdings or any Restricted Subsidiary
and that actually are paid for, or reimbursed to Holdings or any Restricted Subsidiary in cash or Cash Equivalents, by a Person other
than Holdings or any Restricted Subsidiary and for which neither Holdings nor any Restricted Subsidiary has provided or is required to
provide or incur, directly or indirectly, any consideration or obligation (other than rent) in respect of such expenditures to such Person
or any other Person (whether before, during or after such period), including, without limitation, expenditures which are contractually
required to be, and are, reimbursed to a Loan Party in cash by its landlords as tenant allowances during such period, (iv) expenditures
to the extent constituting any portion of a Permitted Acquisition, (v) the purchase price of equipment purchased during such period
to the extent the consideration therefor consists of any combination of (A) used or surplus equipment traded in at the time of such
purchase, and (B) the Net Cash Proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course
of business, provided that such portion of the purchase price in excess of the credit granted by the seller of such equipment
for the equipment being traded in at such time or such Net Cash Proceeds, as applicable, shall not be excluded as “Capital Expenditures”
under the Credit Agreement, (vi) expenditures relating to the construction, acquisition, replacement, reconstruction, development,
refurbishment, renovation or improvement of any property which has been transferred to a Person other than a Loan Party or any of its
Restricted Subsidiaries during the same Fiscal Year in which such expenditures were made pursuant to a sale-leaseback transaction, to
the extent of the Net Cash Proceeds received by a Loan Party or such Restricted Subsidiary pursuant to such sale-leaseback transaction,
provided that such portion of the expenditures which exceed the Net Cash Proceeds received by a Loan Party or such Restricted
Subsidiary pursuant to such sale-leaseback transaction shall not be excluded as “Capital Expenditures” under the Credit Agreement,
or (vii) expenditures financed with the proceeds of an issuance of Equity Interests of Holdings or a capital contribution to Holdings
or Indebtedness permitted to be incurred under the Credit Agreement, to the extent such expenditures were made within 365 days after
the receipt of such proceeds.	 	$       



 


		 	Capital Expenditures



 


		(iv)	the sum of items (A)(2)(a)(i) and (ii) minus (iii)	 	$       



 


		 	Cash Taxes



 


		(b)	with respect to any Test Period, all Taxes paid or payable in cash by Holdings and its Restricted Subsidiaries during such Test Period	 	$       



 





 






     


     


    

 


		 	Cash Tax refunds



 


		(c)	with respect to any Test Period, all Cash Tax refunds	 	$       



 


		(d)	item (A)(1)(d) minus item (A)(2)(a)(iv) minus
item (A)(2)(b) plus item (A)(2)(c)	 	$       



 


		(3)	Debt Service Charges



 


	 	 	with respect to Holdings and its Restricted Subsidiaries on a Consolidated basis for any Test Period, the sum of:



 


		(a)	Consolidated Interest Charges2



 


		(i)	all cash interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized
interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with
GAAP	 	$       



 


		(ii)	the cash portion of rent expense with respect to such period under Capitalized Lease Obligations that is treated as interest in accordance
with GAAP	 	$       



 


		(iii)	cash interest income during such period, in each case of or by Holdings and its Restricted Subsidiaries on a Consolidated basis for such
Test Period in accordance with GAAP	 	$       



 


		(iv)	item (A)(3)(a)(i) plus (A)(3)(a)(ii) minus item (A)(3)(a)(iii)	 	$       



 


		(b)	scheduled principal payments made or required to be made on account of Indebtedness for borrowed money due and payable by Holdings and
its Restricted Subsidiaries for such Test Period, in each case determined on a consolidated basis in accordance with GAAP	 	



 


			Debt Service Charges	 	$       



 


		(c)	the sum of item (A)(3)(a)(iv) and item (A)(3)(b)	 	$       



 


			Consolidated Fixed Charge Coverage Ratio	 	 



 


			item (2)(d) divided by item (3)(c)	   	   :
                                            1.00



 


 






2            For
purposes of the foregoing, interest expense shall exclude, for the avoidance of doubt, (i) one- time financing fees (including arrangement,
amendment and contract fees), debt issuance costs, commissions and expenses, (ii) the amortization of deferred financing costs, debt
issuance costs, commissions, fees and expenses (including as a result of the effects of acquisition method accounting or pushdown accounting),
(iii) any interest expense resulting from the discounting of Indebtedness in connection with the application of recapitalization
or purchase accounting, (iv) penalties and interest relating to Taxes, and (v) non-cash interest expense attributable to the
movement of the mark-to-market valuation of obligations under hedging agreements or other derivative instruments pursuant to FASB Accounting
Standards Codification No. 815-Derivatives and Hedging (other than any interest rate hedging agreement or other derivative instrument),
any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting,
all as calculated on a Consolidated basis in accordance with GAAP.


 






     


     


    

 


 



 


APPENDIX 4


TO COMPLIANCE CERTIFICATE


 


Description of each event,
condition or circumstance during the last Fiscal Quarter covered by such Compliance Certificate requiring a mandatory prepayment under
Section 2.9 of the Credit Agreement.


 






    


    


    

 


APPENDIX 5


TO COMPLIANCE CERTIFICATE


 


List of each Subsidiary of
Holdings that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the date of delivery of such Compliance
Certificate or a confirmation that there is no change in such information since the later of the Closing Date and the date such list was
most recently updated in connection with delivery of a Compliance Certificate.


 






    


    


    

 


APPENDIX 6


TO COMPLIANCE CERTIFICATE


 


Written notice of any material change in accounting
policies or financial reporting practices by any Loan Party or any Subsidiary thereof since the date of the most recent financial statements
delivered to the Administrative Agent (other than changes made in accordance with GAAP).


 






    


    


    

 


APPENDIX 7


TO COMPLIANCE CERTIFICATE


 


Reasonably
detailed calculations of the Net Cash Proceeds received during the Fiscal Year ended [             ],
20[   ] by or on behalf of Holdings or any of its Restricted Subsidiaries in respect of any Disposition subject
to prepayment pursuant to Section 2.9(b) of the Credit Agreement.


 






    


    


    

 


EXHIBIT M


 


[FORM OF] SOLVENCY CERTIFICATE


 


OF


 


BJ’S WHOLESALE CLUB HOLDINGS, INC.


 


Pursuant to that certain Credit
Agreement, dated as of July 28, 2022 (as amended, amended and restated, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among BJ’s Wholesale Club, Inc., a Delaware corporation (the “Borrower”),
BJ’s Wholesale Club Holdings, Inc., a Delaware corporation (“Holdings”), each other Restricted Subsidiary
of Holdings party thereto as a Borrower, each Lender from time to time party thereto and Bank of America, N.A., as administrative agent
(in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent and security
trustee (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, the undersigned
hereby certifies, solely in such undersigned’s capacity as [Chief Financial Officer] [or specify other Financial Officer]
of Holdings, and not individually, as follows:


 


As of the date hereof, after
giving effect to the consummation of the Transactions occurring on the date hereof, including the making of any Credit Extensions under
the Credit Agreement on the date hereof, and after giving effect to the application of the proceeds of such Credit Extensions:


 


		a.	The fair value of the assets of Holdings and its Restricted Subsidiaries, on a Consolidated basis, exceeds,
on a Consolidated basis, their debts and liabilities, subordinated, contingent or otherwise;



 


		b.	The present fair saleable value of the property of Holdings and its Restricted Subsidiaries, on a Consolidated
basis, is greater than the amount that will be required to pay the probable liability, on a Consolidated basis, of their debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;



 


		c.	Holdings and its Restricted Subsidiaries, on a Consolidated basis, are able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such liabilities become absolute and matured; and



 


		d.	Holdings and its Restricted Subsidiaries, on a Consolidated basis, are not engaged in, and are not about
to engage in, business for which they have unreasonably small capital.



 


For purposes of this Solvency
Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become
an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the
Credit Agreement.


 


The undersigned is
familiar with the business and financial position of Holdings and its Restricted Subsidiaries. In reaching the conclusions set forth
in this Solvency Certificate, the undersigned has made such other investigations and inquiries as the undersigned has deemed
appropriate, having taken into account the nature of the particular business anticipated to be conducted by Holdings and its
Restricted Subsidiaries after consummation of the Transactions occurring on the date hereof.


 


[Signature Page Follows]


 






    


    


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Certificate in such undersigned’s capacity as [Chief Financial Officer]
[or specify other Financial Officer] of Holdings, on behalf of Holdings, and not individually, as of the date first stated above.


 


	 	BJ’S WHOLESALE CLUB HOLDINGS, INC.
	 	 	 
	 	By:	                  
	 	Name:	 
	 	Title:	 




 


[Signature Page to Solvency Certificate]


 






    


    


    

 


EXHIBIT N


 


[FORM OF] INFORMATION CERTIFICATE


 


[                            ],
20[   ]


 


In connection with that certain
Credit Agreement (the “Credit Agreement”) to be entered into by and among (a) BJ’S WHOLESALE CLUB HOLDINGS, INC.,
a Delaware corporation (“Holdings”), (b) BJ’S WHOLESALE CLUB, INC., a Delaware corporation (the
 “Borrower”), (c) each other Restricted Subsidiary of Holdings party thereto (together with Holdings, the Borrower
and each Subsidiary Guarantor (as defined therein), each a “Loan Party” and collectively, the “Loan Parties”),
(d) each Lender from time to time party thereto (collectively, the “Lenders”) and (e) BANK OF AMERICA,
N.A., as the administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”)
and as collateral agent and security trustee (in such capacity, including any successor thereto, the “Collateral Agent”).


 


As of the date of this Information
Certificate, the Borrower, for itself and each other Loan Party, hereby certifies to the Administrative Agent, the Collateral Agent and
each of the Lenders as follows:


 


I.            Current
Information


 


A.            Legal
Name, Organizations, Corporate Functions, Jurisdiction of Organization and Organizational Identification Number. The
full and exact legal name (as it appears in its certificate or articles of organization, limited liability membership agreement, or similar
organizational documents, in each case as amended to date), the type of organization, the corporate function, the jurisdiction of organization
or incorporation, and the organizational identification number or registered company number and, if applicable, federal taxpayer identification
number of each such Loan Party are as follows:


 


	Name
of Loan 

Party	Type of 

Organization	 
   Corporate 

Function	 
Jurisdiction of

 Organization or

 Incorporation	Organizational


Identification 

Number/Company 

Number	 
Federal Taxpayer

 Identification 

Number
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 



 






    


    


    

 


	Name
of Loan

 Party	Type of 

Organization	 
   Corporate 

Function	 Jurisdiction
of

 Organization or

Incorporation	Organizational


Identification 

Number/Company 

Number	 Federal
Taxpayer

 Identification 

Number
	 	 	 	 	 	 



 


B.            Chief
Executive Offices, Registered Offices, Mailing Addresses and other Locations. The chief executive
office address and/or registered office address, as applicable, and the preferred mailing address and any other location in which each
Loan Party maintains any collateral or any books and records relating thereto of each Loan Party are as follows:


 


Information Related to Corporate Offices


 


	Name of Loan Party	  Address
of Chief Executive

 Office/Registered Office	  Mailing
Address (if 

different)	Location
where 

Books and Records are 

Kept (if different)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    


    


    

 


Prior
Locations. Except as set forth below, no Loan Party has maintained its chief executive office and/or registered office at a
location other than that disclosed above in the last five (5) years:


 


	Name
    of Loan Party	Prior
    Address	Dates
	 	 	 


 


Information Related to Owned Distribution
Centers


 


	Name of Loan Party	Address
of Owned Distribution Center	Description
of Assets and Value
	 	 	 



 


Information Related to Leased Distribution
Centers


 


	  Name of Loan Party	 
Address of Leased Distribution Center	 
Description of Assets and Value
	 	 	 



 


Information Related to Store Locations


 


Attached as Exhibit A hereto is a
list containing, for each store location, the (i) name of the Loan Party that leases/owns the store location, (ii) name of the
Loan Party that owns inventory at the store location (if different), (iii) store number, (iv) banner, (v) address of the
store location and (vi) bank account information.


 


C.            Warehousemen,
Bailees, Etc. Except as set forth below, no persons (including warehousemen, international
customs brokers, international freight forwarders, international common carriers or other similar bailees) other than the Loan Parties
have possession of any assets (including goods, inventory and equipment) of any Loan Party having a fair book value in excess of $2,000,000.


 






    


    


    

 


Information related to Warehouseman, Bailees,
Etc.


 


	 Name
of Warehouseman, 

Bailee, Etc.	 
Address / City, State or 

Province / Zip or Postal 

Code	Description
of Assets and 

Value	 
Nature of Possession (bailee,

 warehouseman, etc.)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


D.            Changes
in Names, Jurisdiction of Organization or Incorporation or Corporate Structure. Except as
set forth below, no Loan Party has used any other corporate or organizational name or changed its name, jurisdiction of organization or
incorporation or its corporate structure in any way (e.g., by merger, consolidation, amalgamation, change in corporate form, change in
jurisdiction of organization or incorporation) within the past five (5) years (or, in the case of a change of jurisdiction of organization
or incorporation of any Loan Party, the past four (4) months):


 


	Date
    of Change	Description
    of Change
	 	 
	 	 


 


E.            Acquisitions
of Equity Interests or Assets. Except as set forth below, no Loan Party has acquired the
controlling equity interests of another entity or substantially all the assets of another entity or a division of another entity within
the past five (5) years:


 


F.            Corporate
Ownership and Organizational Structure. Attached as Exhibit B hereto is a true and correct
organizational chart showing the ownership of the Loan Parties and their respective Subsidiaries.


 






    


    


    

 


 


II.            Investment
Related Property


 


A.            Securities.
Set forth below is a list of all equity interests owned by the Loan Parties together with the type of organization which issued such equity
interests (e.g., corporation, limited liability company, partnership or trust):


 


	 

     

     

    Issuer
	 

     

    Type
    of

    Organization
	 

     

    No. of
    Shares

    Owned
	 

     

    Total
    Shares Outstanding
	 

     

     

    Owner
	Certificate
    No.

    (if

    uncertificated,

    please indicate

    so)	 

     

     

    Par Value

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 


B.            Securities
Accounts. Set forth below is a list of all securities accounts of each Loan Party where such
Loan Party maintains securities or other assets:


 


C.            Deposit
Accounts. Attached as Exhibit C hereto is a list of all bank accounts of the Loan Parties,
including the name of each entity that holds each account and the purpose of such account.


 






     


     


    

 





D.            Instruments.
Set forth below is a list of all instruments and chattel paper held by or payable to any Loan Party in the principal amount of greater
than $500,000 (provided, however, if the aggregate such amount of such individual instruments and items of chattel paper not disclosed
because of such limitation is in excess of $2,000,000, such instruments and chattel papers are set forth in the list below).


 


	 

     

    Maker
	 

     

    Holder
	Principal
    Amount as of the date of Issuance (or delivery)	 

    Date
    of Promissory Note/Instrument
	 

     

    Maturity Date

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


III.            Intellectual
Property


 


A.            Set
forth below is a list of all copyrights registered with the United States Copyright Office (“USCO”), patents issued
by the United States Patent and Trademark Office (“USPTO”) and CIPO, trademarks registered with the USPTO and, in each
case, applications therefor:


 


U.S. Copyrights


 


Copyrights:


 


	Loan
    Party	Copyright
    Number	Issue
    Date	Title
	 	 	 	 


 


U.S. Patents


 


Issued Patents:


 


	Loan
    Party	Patent
    Number	Issue
    Date	Title
	 	 	 	 


 






     


     


    

 


Patent Applications:


 


	Loan
    Party	Application
    Number	Application
    Date	Title
	 	 	 	 


 


U.S. Trademarks


 


Trademark Registrations:


 


	Loan
    Party	Registration
    Number	Registration
    Date	Trademark
	 	 	 	 


 


Trademark Applications:


 


	Loan
    Party	Application
    Number	Application
    Date	Trademark
	 	 	 	 


 


B.            Intellectual
Property Licenses. Set forth below is a list of all intellectual property licenses of each
Loan Party, pursuant to which such Loan Party licenses intellectual property of a third party that is used in connection with the sale
of such Loan Party’s inventory and is material to the business of the Loan Parties as currently conducted, excluding any software
commonly used in the retail industry, along with the parties to each such licensee.


 


	Licensee	Licensor	Description
	 	 	 
	 	 	 
	 	 	 


 






     


     


    

 


	Licensee	Licensor	Description
	 	 	 
	 	 	 


 


		C.	Internet Domain Names. Set forth below is a list of all internet domain names of the Loan
Parties.



 


	Loan
    Party	Domain
    Name
	 	 
	 	 
	 	 


 


IV.            Commercial
Tort Claims. Set forth below is a true and correct list of all commercial tort claims that
any Loan Party has against another party in an amount (taking the greater of the aggregate claimed damages thereunder or the reasonably
estimated value thereof as determined by the Borrower) equal to or greater than $5,000,000, along with a brief description thereof.


 


	Case
    Name	Defendant	Summary
    of Claim	Jurisdiction
    of Filing	Filing
    Number	Amount
    in Controversy
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


 






     


     


    

 


V.            Letter-of-Credit
Rights. Set forth below is a true and correct list of all letters of credit constituting
a supporting obligation in an amount equal to or greater than $2,000,000 that are currently issued in favor of a Loan Party, as a beneficiary
thereunder, including the face amount of each such letter of credit, the name of the issuing bank and the letter of credit number.


 


	Loan
    Party / Beneficiary	Issuer	Face
    Amount	Letter
    of Credit Number
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


VI.          Insurance.
Attached hereto as Exhibit D is a true, correct and complete list of all insurance required to be maintained by the Loan Parties
pursuant to the Credit Agreement and the other Loan Documents, including all property, commercial general liability, automobile liability,
umbrella liability, workers’ compensation and employers’ liability insurance policies maintained by the Loan Parties.


 


VII.         Pension
Plans. The following is a true and correct list of all “defined-benefit pension plans”
of each Loan Party and each Subsidiary and a brief description of the current status and purpose thereof. Promptly upon request, each
Loan Party and each Subsidiary will provide to the Administrative Agent a copy of each such plan and the most recent actuarial report
thereon.


 


VIII.        Real
Property. Set forth below is a list of (i) all real property owned or leased by each
Loan Party as of the date hereof with an individual fair market value in excess of $5,000,000 (as reasonably estimated by the Borrower),
(ii) the addresses and uses of each such property and (iii) other information relating thereto required to be disclosed below.


 


	 

    Loan Party
	 

    Address
	Purpose/Use/Club
    Number (if applicable)	 

    Owned/Leased
	Name
    and address of Lessor (if Leased)	 

    Lease Agreement

	 	 	 	 	 	 
	 	 	 	 	 	 


 






     


     


    

 


IN
WITNESS WHEREOF, the undersigned hereto has caused this Information Certificate to be executed as of the date above first written
by its officer thereunto duly authorized.


 


	LOAN PARTIES:	 
	 	 
	 	[______]
	 	 
	 	By:	        
	 	Name:
	 	Title:



 


[Signature Page to Information Certificate]


 






     


     


    

 


Exhibit A


 


Information Related to Store Locations


 


[See Attached]


 






     


     


    

 


Exhibit B


 


Corporate Organizational Chart


 


[See Attached]


 






     


     


    

 


Exhibit C


 


Deposit Accounts


 


[See Attached]


 






     


     


    

 


Exhibit D


 


Insurance


 


	Carrier	Policy Number	Type of Insurance	Coverage Limits