10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 3, 2021

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to         

Commission File Number: 001-39667

LESLIE’S, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	20-8397425
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2005 East Indian School Road Phoenix, AZ	85016
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (602) 366-3999

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	LESL	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒

As of May 7, 2021, the registrant had 187,918,474 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Stockholders’ Deficit	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Signatures		27

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. Our actual results could differ materially from those indicated in these forward-looking statements for a variety of reasons, including, among others:

• our ability to execute on our growth strategies;

• our ability to maintain favorable relationships with suppliers and manufacturers;

• competition from mass merchants and specialty retailers;

• impacts on our business from the sensitivity of our business to weather conditions, changes in the economy, and the housing market;

• our ability to implement technology initiatives that deliver the anticipated benefits, without disrupting our operations;

• regulatory changes and development affecting our current and future products;

• our ability to obtain additional capital to finance operations;

• commodity price inflation and deflation;

• impacts on our business from the COVID-19 pandemic; and

• other risks and uncertainties, including those listed in the section titled “Risk Factors” in our filings with the United States Securities and Exchange Commission

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended October 3, 2020, Part II, Item 1A, “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended January 2, 2021, Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q, and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q are based on events or circumstances as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

1

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

LESLIE’S, INC.

Condensed Consolidated Balance Sheets

(Amounts in Thousands, Except Share and Per Share Amounts)

	April 3, 2021			October 3, 2020			March 28, 2020
Assets	(Unaudited)			(Audited)			(Unaudited)
Current assets
Cash and cash equivalents	$	90,328		$	157,072		$	11,934
Accounts and other receivables, net		41,733			31,481			30,924
Inventories		277,860			148,966			244,662
Prepaid expenses and other current assets		58,331			34,614			41,609
Total current assets		468,252			372,133			329,129
Property and equipment, net		63,632			66,391			72,169
Operating lease right-of-use assets		181,581			177,655			200,746
Goodwill and other intangibles, net		127,851			121,186			122,213
Deferred tax assets		15,293			6,583			—
Other assets		2,302			2,490			1,270
Total assets	$	858,911		$	746,438		$	725,527
Liabilities and stockholders’ deficit
Current liabilities
Accounts payable	$	181,524		$	92,372		$	143,197
Accrued expenses		82,338			101,167			67,091
Operating lease liabilities		55,395			54,459			59,721
Income taxes payable		—			1,857			—
Current portion of long-term debt		8,100			8,341			8,341
Total current liabilities		327,357			258,196			278,350
Deferred tax liabilities		—			—			4,273
Operating lease liabilities, noncurrent		130,496			130,234			151,059
Long-term debt, net		789,339			1,179,550			1,234,003
Other long-term liabilities		2,729			5,457			5
Total liabilities		1,249,921			1,573,437			1,667,690
Commitments and contingencies
Stockholders’ deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized and    186,884,621 issued and outstanding as of April 3, 2021 and    156,500,000 shares authorized, issued and outstanding as of    October 3, 2020 and March 28, 2020, respectively.		187			157			157
Additional paid in capital (deficit)		194,605			(278,063	)		(278,653	)
Retained deficit		(585,802	)		(549,093	)		(663,667	)
Total stockholders’ deficit		(391,010	)		(826,999	)		(942,163	)
Total liabilities and stockholders’ deficit	$	858,911		$	746,438		$	725,527

See accompanying notes which are an integral part of these condensed consolidated financial statements.

2

LESLIE’S, INC.

Condensed Consolidated Statements of Operations

(Amounts in Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended						Six Months Ended
	April 3, 2021			March 28, 2020			April 3, 2021			March 28, 2020
Sales	$	192,441		$	126,377		$	337,447		$	249,355
Cost of merchandise and services sold		120,758			86,464			214,049			168,364
Gross profit		71,683			39,913			123,398			80,991
Selling, general and administrative expenses		70,374			56,048			147,863			115,769
Operating income (loss)		1,309			(16,135	)		(24,465	)		(34,778	)
Other expense:
Interest expense		8,126			22,709			19,642			45,126
Loss on debt extinguishment		1,888			—			9,169			—
Other expenses, net		1,057			187			1,057			324
Total other expense		11,071			22,896			29,868			45,450
Loss before taxes		(9,762	)		(39,031	)		(54,333	)		(80,228	)
Income tax benefit		(3,310	)		(9,205	)		(17,624	)		(24,215	)
Net loss	$	(6,452	)	$	(29,826	)	$	(36,709	)	$	(56,013	)
Net loss per share
Basic and diluted	$	(0.03	)	$	(0.19	)	$	(0.20	)	$	(0.36	)
Weighted average shares outstanding
Basic and diluted		186,810			156,500			181,900			156,500

See accompanying notes which are an integral part of these condensed consolidated financial statements.

3

LESLIE’S, INC.

Condensed Consolidated Statements of Stockholders’ Deficit

(Amounts in Thousands)

(Unaudited)

	Common Stock				Additional Paid in Capital			Retained			Total Stockholders’
	Shares		Amount		(Deficit)			Deficit			Deficit
Balance, December 28, 2019		156,500	$	157	$	(279,251	)	$	(633,841	)	$	(912,935	)
Equity-based compensation		—		—		598			—			598
Net loss		—		—		—			(29,826	)		(29,826	)
Balance, March 28, 2020		156,500	$	157	$	(278,653	)	$	(663,667	)	$	(942,163	)
Balance, January 2, 2021		186,619	$	187	$	192,753		$	(579,350	)	$	(386,410	)
Issuance of shares under stock incentive plans		266		—		—			—			—
Issuance of common stock upon initial public offering,    net of offering costs		—		—		(99	)		—			(99	)
Equity-based compensation		—		—		1,951			—			1,951
Net loss		—		—		—			(6,452	)		(6,452	)
Balance, April 3, 2021		186,885	$	187	$	194,605		$	(585,802	)	$	(391,010	)

	Common Stock				Additional Paid in Capital			Retained			Total Stockholders’
	Shares		Amount		(Deficit)			Deficit			Deficit
Balance, September 28, 2019		156,500	$	157	$	(279,848	)	$	(607,666	)	$	(887,357	)
Impact of adoption of new accounting pronouncements		—		—		—			12			12
Equity-based compensation		—		—		1,195			—			1,195
Net loss		—		—		—			(56,013	)		(56,013	)
Balance, March 28, 2020		156,500	$	157	$	(278,653	)	$	(663,667	)	$	(942,163	)
Balance, October 3, 2020		156,500	$	157	$	(278,063	)	$	(549,093	)	$	(826,999	)
Issuance of shares under stock incentive plans		385		—		—			—			—
Issuance of common stock upon initial public offering,    net of offering costs		30,000		30		458,557			—			458,587
Equity-based compensation		—		—		14,111			—			14,111
Net loss		—		—		—			(36,709	)		(36,709	)
Balance, April 3, 2021		186,885	$	187	$	194,605		$	(585,802	)	$	(391,010	)

See accompanying notes which are an integral part of these condensed consolidated financial statements.

4

LESLIE’S, INC.

Condensed Consolidated Statements of Cash Flows

(Amounts in Thousands)

(Unaudited)

	Six Months Ended
	April 3, 2021			March 28, 2020
Operating Activities
Net loss	$	(36,709	)	$	(56,013	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		12,858			14,088
Equity-based compensation		14,111			1,195
Amortization of deferred financing costs and debt discounts		1,134			1,685
Provision for doubtful accounts		64			149
Deferred income taxes		(8,711	)		3,033
(Gain) loss on disposition of assets		(1,753	)		470
Loss on debt extinguishment		9,169			—
Changes in operating assets and liabilities:
Accounts and other receivables		(10,316	)		(11,046	)
Inventories		(127,814	)		(93,933	)
Prepaid expenses and other current assets		(23,473	)		(20,063	)
Other assets		228			150
Accounts payable and accrued expenses		64,332			50,829
Income taxes payable		(1,857	)		(6,713	)
Operating lease assets and liabilities, net		(2,728	)		10,034
Net cash used in operating activities		(111,465	)		(106,135	)
Investing Activities
Purchases of property and equipment		(9,490	)		(12,478	)
Acquisitions, net of cash acquired		(6,040	)		(6,188	)
Proceeds from disposition of fixed assets		2,404			6
Net cash used in investing activities		(13,126	)		(18,660	)
Financing Activities
Borrowings on revolving commitment		—			181,750
Payments on revolving commitment		—			(131,750	)
Repayment of long term debt		(392,085	)		(4,170	)
Issuance of long term debt		907			—
Payment of deferred financing costs		(9,562	)		—
Proceeds from issuance of common stock upon initial public offering, net		458,587			—
Net cash provided by financing activities		57,847			45,830
Net decrease in cash and cash equivalents		(66,744	)		(78,965	)
Cash and cash equivalents, beginning of period		157,072			90,899
Cash and cash equivalents, end of period	$	90,328		$	11,934
Supplemental Disclosure of Cash Payments for:
Interest	$	27,081		$	44,762
Income taxes		3,078			2,882

See accompanying notes which are an integral part of these condensed consolidated financial statements.

5

LESLIE’S, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1—Business and Operations

Leslie’s, Inc. (“Leslie’s,” “we,” “our,” “us,” “its,” or the “Company”) is the leading direct-to-consumer pool and spa care brand. We market and sell pool and spa supplies and related products and services, which primarily consist of maintenance items such as chemicals, equipment and parts, cleaning accessories, as well as safety, recreational, and fitness-related products. We currently market our products through 940 company-operated locations in 38 states and e-commerce websites.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

We prepared the accompanying interim condensed consolidated financial statements following United States generally accepted accounting principles (“GAAP”). The financial statements include all normal and recurring adjustments that are necessary for a fair presentation of our financial position and operating results. The condensed consolidated financial statements include the accounts of Leslie’s, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated. These interim condensed consolidated financial statements and the related notes should be read in conjunction with the audited condensed consolidated financial statements and notes for the years ended October 3, 2020 and September 28, 2019.

Initial and Subsequent Public Offering

In November 2020, the Company completed an initial public offering (“IPO”) of 30.0 million shares of common stock at a public offering price of $17.00 per share for net proceeds of $458.7 million, after deducting underwriting discounts and commissions of $45.0 million and offering costs of $6.3 million. The shares of common stock sold in the IPO and the net proceeds from the IPO included the full exercise of the underwriters’ option to purchase additional shares. The Company used the net proceeds from the IPO to repay the entire outstanding amount related to its $390.0 million Senior Unsecured Notes. The remaining proceeds will be used for working capital and general corporate purposes.

In February 2021, certain of the Company’s stockholders, completed a subsequent public offering of 29.0 million shares of common stock, with a 30-day option for the underwriters to purchase up to 4.4 million additional shares of common stock, at a public offering price of $26.00 per share for net proceeds of $731.4 million, after deducting underwriting discounts and commissions of $22.6 million.  All proceeds from the sale of shares of common stock in this offering were received by the selling stockholders.

Stock Split

All share and per share information included in the accompanying condensed consolidated financial statements has been adjusted to reflect a 156,500-for-1 stock split which was effected on October 23, 2020. The par value of the common stock was not adjusted as the result of the stock split.

Fiscal Periods

We operate on a fiscal calendar that results in a fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to September 30th. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters includes 13 weeks of operations and the fourth quarter includes 14 weeks of operations. References to fiscal year 2021 refer to the fiscal year ending October 2, 2021, which contains 52 weeks, and references to fiscal year 2020 refer to the fiscal year ended October 3, 2020, which contained 53 weeks. References to the three months ended April 3, 2021 and the three months ended March 28, 2020 refer to the 13 weeks ended April 3, 2021 and March 28, 2020, respectively. References to the six months ended April 3, 2021 and the six months ended March 28, 2020 refer to the 26 weeks ended April 3, 2021 and March 28, 2020, respectively.

Use of Estimates

To prepare financial statements that conform to GAAP, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Our most significant estimates relate to the allowance for doubtful accounts, inventory obsolescence reserves, vendor programs, income taxes, self-insurance, and goodwill impairment evaluations. We continually review our estimates and make adjustments as necessary, but actual results could be significantly different from what we expected when we made these estimates.

6

Fair Value Measurements

As of April 3, 2021 and October 3, 2020, we held no assets that were required to be measured at fair value on a recurring basis.

Fair Value of Financial Instruments

We evaluate our financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period.

The fair value of the Term Loan due in 2028 (see Note 7) was determined to be $804.7 million as of April 3, 2021. These fair value estimates, determined to be Level 2, are subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The fair value of the interest rate cap agreements (see Note 7) was determined to be Level 2 and is included in other assets on the condensed consolidated balance sheets as of October 3, 2020. Our interest rate cap agreements expired in March 2021; consequently, we had no interest rate cap agreements as of April 3, 2021. Changes in fair value of the interest rate cap are recorded in other expenses, net on our condensed consolidated statements of operations.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments.

There were no transfers between levels in the fair value hierarchy during the three and six months ended April 3, 2021 and March 28, 2020, respectively.

Seasonality

Our business is highly seasonal. In general, sales and earnings are highest during our fiscal third and fourth quarters, which include April through September and represent the peak months of swimming pool use. Sales are substantially lower during our fiscal first and second quarters.

Prior Period Reclassifications

Reclassifications of certain immaterial prior period amounts have been made to conform to current period presentation.

Note 3—Business Combinations

The following acquisitions did not have a material impact on our financial position or results of operations. Our condensed consolidated financial statements include the results of operations of these acquisitions from the date of acquisition. The total purchase consideration was allocated to the assets acquired and the liabilities assumed at their estimated fair values as of the date of acquisition, as determined by management. The excess of the purchase price over the amounts allocated to assets acquired and liabilities assumed has been recorded as goodwill. The goodwill resulting from these acquisitions are deductible for income tax purposes.

Fiscal 2021 Acquisition

In March 2021, we acquired the assets of a retailer of supplies and services for hot tubs, swim spas and fireplaces. The acquisition included four store locations in the Denver, Colorado area and expanded our physical presence to 38 states. Our estimates and assumptions are subject to change as we gather additional information throughout the measurement period, which is up to 12 months after the acquisition date, and if we make changes to the amounts recorded, such amounts are recorded in the period in which they are identified.

Fiscal 2020 Acquisition

In October 2019, we acquired the assets of a retailer of supplies and services for hot tubs, swim spas and saunas. The acquisition included six locations in the Pacific Northwest and expanded our physical presence to 37 states. The purchase accounting for this acquisition is complete.

Note 4 —Goodwill and Other Intangibles, Net

Goodwill

The carrying amounts of goodwill are as follows (in thousands):

	Carrying Value
Balance, April 3, 2021	$	97,692
Balance, October 3, 2020		93,295
Balance, March 28, 2020		92,821

7

Other Intangible Assets

Other intangible assets consisted of the following as of April 3, 2021 (in thousands, except weighted average remaining useful life):

	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		1.6	$	5,540	$	(5,195	)	$	345
Trade name and trademarks (indefinite life)	Indefinite			18,550		—			18,550
Non-compete agreements		4.4		9,833		(7,014	)		2,819
Consumer relationships		3.2		18,500		(10,853	)		7,647
Internally developed software		2.0		4,000		(3,530	)		470
Other		0.7		1,000		(975	)		25
Total			$	57,423	$	(27,567	)	$	29,856

Other intangible assets are as follows as of October 3, 2020 (in thousands, except weighted average remaining useful life):

	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		2.6	$	5,540	$	(5,139	)	$	401
Trade name and trademarks (indefinite life)	Indefinite			17,750		—			17,750
Non-compete agreements		4.9		8,633		(6,872	)		1,761
Consumer relationships		3.8		17,200		(10,118	)		7,082
Internally developed software		2.9		4,000		(3,434	)		566
Other		1.6		1,000		(958	)		42
Total			$	54,123	$	(26,521	)	$	27,602

Other intangible assets are as follows as of March 28, 2020 (in thousands, except weighted average remaining useful life):

	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		2.3	$	5,540	$	(5,082	)	$	458
Trade name and trademarks (indefinite life)	Indefinite			17,750		—			17,750
Non-compete agreements		4.2		8,633		(6,364	)		2,269
Consumer relationships		3.5		17,200		(9,340	)		7,860
Internally developed software		2.5		4,000		(3,307	)		693
Other		1.3		1,000		(942	)		58
Total			$	54,123	$	(25,035	)	$	29,088

Amortization expense for the three months ended April 3, 2021 and March 28, 2020 was $0.5 million. Amortization expense for the six months ended April 3, 2021 and March 28, 2020 was $1.0 million and $1.1 million, respectively. No impairment of goodwill or other intangible assets was recorded during the three and six months ended April 3, 2021 and March 28, 2020, respectively.

8

The following table summarizes the estimated future amortization expense related to finite-lived intangible assets on our balance sheet as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	1,197
2022		2,266
2023		2,033
2024		1,395
2025		1,298
Thereafter		3,918
Total	$	12,107

Intangible assets also include costs associated with acquiring mailing lists for our proprietary database. As of April 3, 2021, October 3, 2020, and March 28, 2020, gross amounts capitalized on the condensed consolidated balance sheets for mailing lists were $1.6 million with a net carrying value of $0.3 million.

Note 5—Inventories

Inventory consisted of the following (in thousands):

	April 3, 2021		October 3, 2020		March 28, 2020
Raw materials	$	4,274	$	1,967	$	2,047
Finished goods		273,586		146,999		242,615
Inventories	$	277,860	$	148,966	$	244,662

Note 6—Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	April 3, 2021		October 3, 2020		March 28, 2020
Accrued payroll and employee benefits	$	23,030	$	32,420	$	10,120
Occupancy expenses		1,817		3,573		12,145
Interest		524		9,377		16,283
Sales taxes		11,902		11,164		7,685
Self-insurance reserves		5,081		6,518		5,822
Customer deposits		17,884		13,286		3,980
All other current liabilities		22,100		24,829		11,056
Total	$	82,338	$	101,167	$	67,091

9

Note 7—Long-Term Debt

Our debt obligations consisted of the following (in thousands, except interest rates):

	Effective Interest Rate (1)				April 3, 2021			October 3, 2020			March 28, 2020
Term Loan—due on March 9, 2028		3.25	%	(2)	$	810,000		$	811,178		$	817,434
Senior Unsecured Notes						—			390,000			390,000
ABL Credit Facility		2.50	%	(3)		—			—			50,000
Total long-term debt						810,000			1,201,178			1,257,434
Less: current portion of long-term debt						(8,100	)		(8,341	)		(8,341	)
Less: unamortized discount						(3,519	)		(9,348	)		(10,510	)
Less: deferred financing charges						(9,042	)		(3,939	)		(4,580	)
Long-term debt, net					$	789,339		$	1,179,550		$	1,234,003

(1) Effective interest rates as of April 3, 2021.

(2) Carries interest at a specified margin over LIBOR of 2.75% with a minimum LIBOR of 0.50%.

(3) Carries interest at a specific margin between 0.75% and 1.00% with respect to Base Rate loans and between 1.75% and 2.00% with respect to Eurodollar Rate loans with a minimum LIBOR of 0.75%.

Term Loan—In March 2021, we entered into an amended and restated term loan credit agreement (the “Term Loan”). The Term Loan provides for an $810.0 million secured term loan facility, decreased pricing by 75 basis points and extended the maturity date to March 9, 2028. The other material terms of the Term Loan prior to the amendment remained substantially unchanged. In addition, as a result of the Term Loan, during the three months ended April 3, 2021, we recognized a $1.9 million loss on early debt extinguishment related to the prepayment of the underlying loan tranches prepaid in connection with the amended Term Loan.

Borrowings under the Term Loan have an initial applicable rate, at our option of, (i) 2.75% for loans that are LIBOR loans and (ii) 1.75% of loans that are ABR loans. The applicable rate of the Term Loan is based on our first lien leverage ratio as follows: (a) if the first lien leverage ratio is greater than 2.75 to 1.00, the applicable rate will be 2.75% for LIBOR loans and 1.75% for ABR loans and (b) the first lien leverage ratio is less than or equal to 2.75 to 1.00, the applicable rate will be 2.50% for LIBOR loans and 1.50% for ABR loans. For LIBOR loans, the loans will bear interest at the adjusted LIBOR rate plus the applicable rate, where the adjusted LIBOR rate will not be less than 0.50%.

Substantially all of our assets are pledged as collateral to secure our indebtedness. The Term Loan does not require us to comply with any financial covenants. The Term Loan contains customary events of default and no event of default had occurred under the Term Loan as of April 3, 2021 or October 3, 2020.

ABL Credit Facility—In August 2020, we entered into an agreement to amend our ABL Credit Facility to extend the final maturity to August 13, 2025 and increase our borrowing capacity to $200.0 million, subject to certain restrictions. We are obligated to pay the lender a commitment fee of 0.375% per annum, payable quarterly in arrears. We are also obligated to pay a commission on all outstanding letters of credit as well as customary administrative, issuance, fronting, amendment, payment, and negotiation fees. As of April 3, 2021 and October 3, 2020, no amounts were outstanding on the ABL Credit Facility. The amount available was reduced by $9.2 million of existing standby letters of credit as of April 3, 2021.

Substantially all of our assets are pledged as collateral to secure our indebtedness The ABL Credit Facility does not require us to comply with any financial covenants. The ABL Credit Facility contains customary events of default, including default upon the nonpayment of principal, interest, fees or other amounts, or the occurrence of a change of control. No event of default had occurred under the ABL Credit Facility as of April 3, 2021 and October 3, 2020.

Senior Unsecured Notes—The Senior Unsecured Notes principal of $390.0 million was paid in full on November 3, 2020 resulting in a loss on debt extinguishment of $7.3 million for the six months ended April 3, 2021. The Senior Unsecured Notes were guaranteed on a senior basis by us and all our present and future domestic wholly owned subsidiaries. Interest-only payments on the Senior Unsecured Notes were payable quarterly on January 10, April 10, July 10, and October 10 of each year. We incurred interest of 8.50% plus LIBOR, subject to a minimum rate of 1.00%, on the Senior Unsecured Notes. The Senior Unsecured Notes had restrictive covenants that limited the ability to, among other things, incur or guarantee additional indebtedness or issue preferred stock; pay dividends and make other restricted payments; incur restrictions on the payment of dividends or other distributions; create or incur certain liens; make certain investments; transfer or sell assets; engage in transactions with affiliates; and merge or consolidate with other companies or transfer all or substantially all of our assets.

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Interest Rate Cap Agreements

In March 2017, we entered into interest rate cap agreements in order to manage the variability of cash flows related to a portion of our floating rate indebtedness. Pursuant to the agreements, we capped LIBOR at 3.00% with respect to the aggregate notional amount of $750.0 million. In March 2021, our interest rate cap agreements expired.

The fair value of our interest rate cap agreements were zero as of October 3, 2020. We did not recognize any gain or loss on our interest rate cap agreements during the three and six months ended April 3, 2021 and March 28, 2020, respectively.

Future Debt Maturities

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	4,050
2022		8,100
2023		8,100
2024		6,075
2025		10,125
Thereafter		773,550
Total	$	810,000

Note 8—Leases

Lessee Arrangements

Operating Leases

We lease certain store, office, distribution, and manufacturing facilities under operating leases that expire at various dates through October 2030. We are obligated to make cash payments in connection with various lease obligations and purchase commitments. All of these obligations require cash payments to be made by us over varying periods of time. Certain leases are renewable at our option for periods of five to ten years. Certain of these arrangements are cancelable on short notice and others require payments upon early termination.

The following table summarizes the future annual minimum lease payments as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	34,560
2022		61,431
2023		49,272
2024		36,334
2025		22,248
Thereafter		17,224
Total	$	221,069
Less: amount of lease payments representing imputed interest		35,178
Present value of future minimum lease payments		185,891
Less: current obligations under leases		55,395
Long-Term lease obligations	$	130,496

Operating lease expense totaled $16.3 million and $16.1 million for the three months ended April 3, 2021 and March 28, 2020, respectively. Operating lease expense totaled $33.3 million and $31.9 million for the six months ended April 3, 2021 and March 28, 2020, respectively.

Note 9 —Income Taxes

Our effective income tax rate was 31.8% for the six months ended April 3, 2021, compared to 30.7% for the six months ended March 28, 2020. The difference between the statutory rate and our effective rate for the six months ended April 3, 2021 and March 28, 2020 was primarily attributed to a reduction in the valuation allowance for our interest limitation carryforward during the period. Our effective income tax rate can fluctuate due to factors including valuation allowances, changes in tax law, federal and state audits and the impact of discrete items.

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Note 10—Commitments & Contingencies

Contingencies

We are defendants in lawsuits or potential claims encountered in the normal course of business. When the potential liability from a matter can be estimated and the loss is considered probable, we record the estimated loss. Due to uncertainties related to the resolution of lawsuits, investigations and claims, the ultimate outcome may differ from the estimates. We do not expect that the resolutions of any of these matters will have a material effect on our condensed consolidated financial position or results of operations. We did not record any material loss contingencies as of April 3, 2021, October 3, 2020, and March 28, 2020.

Our workers’ compensation insurance program, general liability insurance program, and employee group medical plan have self-insurance retention features of up to $0.4 million per event as of April 3, 2021 and October 3, 2020 respectively. We had standby letters of credit outstanding in the amounts of $9.2 million and $11.6 million as of April 3, 2021 and October 3, 2020, respectively, for the purpose of securing such obligations under our workers’ compensation self-insurance programs.

Purchase Commitments

In addition to our lease obligations, we maintain future purchase commitments related to inventory and operational requirements.

The following table summarizes the future minimum purchase commitments as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	77,607
2022		87,389
2023		84,731
2024		68,698
2025		48,446
Thereafter		7,687
Total	$	374,558

Note 11—Related Party Transactions

In February 2017, we entered into a management services agreement with our private equity sponsors in connection with our acquisition in February 2017. The management services agreement provides that we will pay an annual fee for them to provide management and advisory services to us and our affiliates, including general management consulting services, support and analysis with respect to financing alternatives and strategic planning functions. The management services agreement terminated in October 2020 in connection with the completion of our initial public offering. During the three months ended March 28, 2020, we paid or accrued management fees in the amount of $0.6 million. During the six months ended April 3, 2021 and March 28, 2020, we paid or accrued management fees in the amount of $0.4 million and $1.9 million, respectively.

Note 12—Net Loss Per Share

The following is a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding (in thousands):

	Three Months Ended				Six Months Ended
	April 3, 2021		March 28, 2020		April 3, 2021		March 28, 2020
Weighted average common shares outstanding, used for basic computation		186,810		156,500		181,900		156,500
Plus: Incremental shares of potentially dilutive securities		-		-		-		-
Weighted average number of common and dilutive potential common shares outstanding		186,810		156,500		181,900		156,500

Stock options and restricted stock units not included in the computation of diluted net loss per share were 4.8 million and 5.7 million, respectively, for the three months ended April 3, 2021 because their inclusion would have been anti-dilutive. Stock options and restricted stock units not included in the computation of diluted net loss per share were 4.7 million and 5.8 million, respectively, for the six months ended April 3, 2021 because their inclusion would have been anti-dilutive. No potentially dilutive securities were outstanding during the three and six months ended March 28, 2020.

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Note 13—Subsequent Events

On April 12, 2021, we entered into Amendment No. 5 to our $200.0 million ABL Credit Facility (the “Amendment”). The Amendment (i) decreased the applicable margin on the Base Rate loans to a range of 0.25% to 0.75% from 0.75% to 1.00%, (ii) decreased the applicable margin on the Eurodollar Rate loans to a range of 1.25% to 1.75% from 1.75% to 2.00%, (iii) changed the LIBOR floor to 0% from 0.75%, and (iv) decreased our commitment fee rate to 0.25% from 0.375%. The other terms of the ABL Credit Facility prior to the amendment thereof remain substantially unchanged.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes, which are included elsewhere in this Quarterly Report on Form 10-Q. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended October 3, 2020, Part II, Item 1A, “Risk Factors” of our Quarterly Report on From 10-Q for the quarter ended January 2, 2021, Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q, or other sections of this Quarterly Report on Form 10-Q.

We operate on a fiscal calendar that results in a fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to September 30th. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters includes 13 weeks of operations and the fourth quarter includes 14 weeks of operations. References to fiscal year 2021 refer to the fiscal year ending October 2, 2021, which contains 52 weeks. References to fiscal year 2020 refer to the fiscal year ended October 3, 2020, which contained 53 weeks.  

Our Company

We are the largest and most trusted direct-to-consumer brand in the $11 billion United States pool and spa care industry, serving residential, professional, and commercial consumers. Founded in 1963, we are the only direct-to-consumer pool and spa care brand with national scale, operating an integrated marketing and distribution ecosystem powered by a physical network of 940 branded locations and a robust digital platform. We offer an extensive assortment of professional-grade products, the majority of which are exclusive to Leslie’s, as well as certified installation and repair services, all of which are essential to the ongoing maintenance of pools and spas. Our dedicated team of associates, pool and spa care experts, and experienced service technicians are passionate about empowering our consumers with the knowledge, products, and solutions necessary to confidently maintain and enjoy their pools and spas. The considerable scale of our integrated marketing and distribution ecosystem, which is powered by our direct-to-consumer network, uniquely enables us to efficiently reach and service every pool and spa in the continental United States.

We operate primarily in the pool and spa aftermarket industry which is one of the most fundamentally attractive consumer categories given its scale, predictability, and growth outlook. We have a highly predictable, recurring revenue model, as evidenced by our 57 consecutive years of sales growth. Approximately 80% of our assortment is comprised of non-discretionary products essential to the care of residential and commercial pools and spas. Our assortment includes chemicals, equipment and parts, cleaning and maintenance equipment, and safety, recreational, and fitness-related products. We also offer important essential services, such as equipment installation and repair for residential and commercial consumers. Consumers receive the benefit of extended vendor warranties when purchasing product through our locations or when our certified in-field technicians install or repair equipment on-site. We offer complimentary, commercial-grade in-store water testing and analysis via our proprietary AccuBlue^® system, which increases consumer engagement, conversion, basket size, and loyalty, resulting in higher lifetime value. Our water treatment expertise is powered by data and intelligence accumulated from the millions of water tests we have performed over our history, positioning us as the most trusted water treatment service provider in the industry. Due to the non-discretionary nature of our products and services, our business has historically delivered strong, uninterrupted growth and profitability in all market environments, including the Great Recession and the COVID-19 pandemic.

We have a legacy of leadership and disruptive innovation. Since our founding in 1963, we have been the leading innovator in our category and have provided our consumers with the most advanced pool and spa care available. As we have scaled, we have leveraged our competitive advantages to strategically reinvest in our business and intellectual property to develop new value-added capabilities. Over the course of our history, we have pioneered complimentary in-store water testing, offered complimentary in-store equipment repair services, introduced the industry’s first loyalty program, and developed an expansive platform of owned and exclusive brands. These differentiated capabilities allow us to meet the needs of any pool and spa owner, whether they care for their pool or spa themselves or rely on a professional, whenever, wherever, and however they choose to engage with us.

Key Factors and Measures We Use to Evaluate Our Business

We consider a variety of financial and operating measures in assessing the performance of our business. The key GAAP measures we use are sales, gross profit and gross margin, selling, general and administrative expenses, and operating income. The key non-GAAP measures we use are comparable sales, comparable sales growth, Adjusted EBITDA, adjusted net income (loss), and adjusted net income (loss) per share.

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Sales

We offer a broad range of products that consists of regularly purchased, non-discretionary pool and spa maintenance items such as chemicals, equipment, cleaning accessories and parts, as well as installation and repair services for pool and spa equipment. Our offering of proprietary, owned and third-party brands across diverse product categories drives sales growth by attracting new consumers and encouraging repeat visits from our existing consumers. Revenue from merchandise sales at retail locations is recognized at the point of sale, revenue from services are recognized when the services are rendered and revenue from e-commerce merchandise sales is generally recognized upon shipment of the merchandise. Revenue is recorded net of related discounts and sales tax. Payment from retail customers is generally at the point of sale and payment terms for commercial customers are based on the Company’s credit requirements and generally have terms of less than 60 days. When we receive payment from a consumer before the consumer has taken possession of the merchandise or the service has been performed, the amount received is recorded as deferred revenue or as a customer deposit until the sale or service is complete. Sales are impacted by product mix and availability, as well as promotional and competitive activities and the spending habits of our consumers. Growth of our sales is primarily driven by comparable sales growth and expansion of our locations in existing and new markets.

Comparable Sales and Comparable Sales Growth

We measure comparable sales growth as the increase or decrease in sales recorded by the comparable base in any reporting period, compared to sales recorded by the comparable base in the prior reporting period. The comparable base includes sales through our locations and through our e-commerce websites and third-party marketplaces. Comparable sales is a key measure used by management and our board of directors to assess our financial performance.

We consider a new or acquired location comparable in the first full month after it has completed 52 weeks of sales. Closed locations become non-comparable during their last partial month of operation. Locations that are relocated are considered comparable at the time the relocation is complete. Comparable sales are not calculated in the same manner by all companies, and accordingly, are not necessarily comparable to similarly titled measures of other companies and may not be an appropriate measure for performance relative to other companies.

The number of new locations reflects the number of locations opened during a particular reporting period. New locations require an initial capital investment in location build-outs, fixtures, and equipment, which we amortize over time as well as cash required for inventory.

We operated 940 and 932 retail locations in 38 and 37 states across the United States as of April 3, 2021 and March 28, 2020, respectively. We own 27 locations and lease the remainder of our locations. Our initial lease terms are typically five years with options to renew for multiple successive five-year periods. We evaluate new opportunities in new and existing markets based on the number of pools and spas in the market, competition, our existing locations, availability and cost of real estate, and distribution and operating costs of our locations. We review performance of our locations on a regular basis and evaluate opportunities to strategically close locations to improve our profitability. Our limited investment costs in individual locations and our ability to transfer sales to our extensive network of remaining locations and e-commerce websites allows us to improve profitability as a result of any strategic closures.

Gross Profit and Gross Margin

Gross profit is equal to our sales less our cost of merchandise and services sold. Cost of merchandise and services sold reflects the direct cost of purchased merchandise, costs to package certain chemical products, including direct materials and labor, costs to provide services, including labor and materials, as well as distribution and occupancy costs. The direct cost of purchased merchandise includes vendor rebates, which are generally treated as a reduction of merchandise costs. We recognize such vendor rebates at the time the obligations to purchase products or perform services have been completed, and the related inventory has been sold. Distribution costs include warehousing and transportation expenses, including costs associated with third-party fulfillment centers used to ship merchandise to our e-commerce consumers. Occupancy costs include the rent, common area maintenance, real estate taxes, and depreciation and amortization costs of all retail locations. These costs are significant and are expected to continue to increase as our company grows.

Gross margin is gross profit as a percentage of our sales. Gross margin is impacted by merchandise costs, pricing and promotions, product mix and availability, inflation, and service costs, which can vary. Our proprietary brands, custom-formulated products, and vertical integration provide us with cost savings, as well as greater control over product availability and quality as compared to other companies in the industry. Gross margin is also impacted by the costs of distribution and occupancy costs, which can vary.

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Our gross profit is variable in nature and generally follows changes in sales. The components of our cost of merchandise and services sold may not be comparable to the components of cost of sales or similar measures of other companies. As a result, our gross profit and gross margin may not be comparable to similar data made available by other companies.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses (“SG&A”) include selling and operating expenses at our retail locations and corporate-level general and administrative expenses. Selling and operating expenses at retail locations include payroll, bonus and benefit costs for personnel, supplies, and credit and debit card processing costs. Corporate expenses include payroll, bonus, and benefit costs for our corporate and field support functions, marketing and advertising, insurance, utilities, occupancy costs related to our corporate office facilities, professional services, and depreciation and amortization for all assets, except those related to our retail locations and distribution operations, which are included in cost of merchandise and services sold. Selling and operating expenses generally vary proportionately with sales and the change in the number of locations. In contrast, general and administrative expenses are generally not directly proportional to sales and the change in the number of locations, but will be expected to increase over time to support the needs of our growing company. The components of our SG&A may not be comparable to the components of similar measures of other companies.

Operating Income

Operating income is gross profit less SG&A. Operating income excludes interest expense, loss on debt extinguishment, income tax expense, and other expenses, net. We use operating income as an indicator of the productivity of our business and our ability to manage expenses.

Adjusted EBITDA

Adjusted EBITDA is defined as earnings before interest (including amortization of debt costs), taxes, depreciation, amortization, loss (gain) on disposition of fixed assets, management fees, equity-based compensation expense, mark-to-market on interest rate cap, loss on debt extinguishment, and special items. Adjusted EBITDA is a key measure used by management and our board of directors to assess our financial performance. Adjusted EBITDA is also frequently used by analysts, investors and other interested parties to evaluate companies in our industry, when considered alongside other GAAP measures. We use Adjusted EBITDA to supplement GAAP measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions and to compare our performance against that of other companies using similar measures.

Adjusted EBITDA is not a recognized measure of financial performance under GAAP but is used by some investors to determine a company’s ability to service or incur indebtedness. Adjusted EBITDA is not calculated in the same manner by all companies, and accordingly, is not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies. Adjusted EBITDA should not be construed as an indicator of a company’s operating performance in isolation from, or as a substitute for, net income (loss), cash flows from operations or cash flow data, all of which are prepared in accordance with GAAP. We have presented Adjusted EBITDA solely as supplemental disclosure because we believe it allows for a more complete analysis of results of operations. Adjusted EBITDA is not intended to represent, and should not be considered more meaningful than, or as an alternative to, measures of operating performance as determined in accordance with GAAP. In the future, we may incur expenses or charges such as those added back to calculate Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items.

Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per Share

Adjusted net income (loss) and adjusted net income (loss) per share are additional key measures used by management and our board of directors to assess our financial performance. Adjusted net income (loss) and adjusted net income (loss) per share are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry, when considered alongside other GAAP measures.

Adjusted net income (loss) is defined as net income adjusted to exclude loss (gain) on disposition of fixed assets, management fees, equity-based compensation expense, mark-to-market on interest rate cap, loss on debt extinguishment, and special items. Adjusted net income (loss) per share is defined as adjusted net income (loss) divided by the weighted average number of common shares outstanding.

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Factors Affecting the Comparability of our Results of Operations

Our reported results have been affected by, among other events, the following events, which must be understood in order to assess the comparability of our period-to-period financial performance and condition.

Impact of COVID-19

We are closely monitoring the continuing impact of COVID-19 on all aspects of our business and in all of our locations. As of April 3, 2021, we operated 940 locations in 38 states and all locations are currently open. During the 13- and 26- weeks ended April 3, 2021, we maintained operations as an ‘essential’ business, as defined by various federal, state, and local authorities, by providing essential products and services that maintain the safety and sanitization of homes and businesses. From time to time, certain of our locations may be temporarily closed or restricted to curbside service only. Closures and restrictions did not have a material impact on our performance during the 13- and 26- weeks ended April 3, 2021. We remain committed to supporting federal, state, and local mandates to prevent the spread of COVID-19 while we operate our business and to do our part in protecting public health.  

We help keep our communities safe from serious public health risks by providing essential products and services. Water that is not properly maintained can serve as a breeding ground for potentially fatal bacteria and viruses.

As a business, the health and safety of our consumers, communities, and associates remain our highest priority, and we continue to take all precautions recommended by the Centers for Disease Control and Prevention to ensure their safety and well-being. We have proactively implemented extensive measures in response to COVID-19 throughout our business operations, including:

• Required team members who are experiencing symptoms or have been in close contact with someone who has symptoms or has been exposed to the coronavirus to stay home;

• Provided additional employee benefits related to COVID-19, including covering the cost of the vaccine for our employees;

• Distributed personal protective equipment and implemented new monitoring protocols, including the installation of contactless temperature scanners in our corporate offices and distribution centers;

• Enhanced facility cleaning including routine sanitization of high touch surfaces;

• Implemented social distancing guidelines and capacity restrictions in our locations and reduced operating hours;

• Encouraged contactless payments and introduced curbside pickup and contact-free service calls;

• Incurred front line recognition pay for associates in our locations, distribution centers, and service technicians during the third and fourth quarters of 2020;

• Executed remote workforce plan for associates in our corporate offices; and

• Enacted mandatory travel restrictions.

We have also closely coordinated with our vendor partners to minimize the impact of supply disruptions and maintain the flow of essential products to meet the elevated demand from consumers in the current environment. The full impact of COVID-19 on our financial and operating performance depends significantly on the duration and severity of the pandemic, the actions taken to contain or mitigate its impact, and any changes in consumer behaviors. It is not possible to predict the likelihood, timing, or severity of the aforementioned direct and indirect impacts of COVID-19 on our business. Restrictions on the operation of our locations and distribution facilities could have a material impact on our sales and earnings. COVID-19 could also lead to significant disruption to our supply chain for products we sell and could have a material impact on our sales and earnings.

Business Acquisitions

Our business acquisitions did not have a material impact on our financial position or results of operations. See Note 3 – Business Combinations to the accompanying unaudited condensed consolidated financial statements for information regarding our business acquisitions.

Incremental Public Company Expenses

As a newly public company we incur significant expenses on an ongoing basis that we did not incur as a private company. Those costs include additional director and officer liability insurance expenses, as well as third-party and internal resources related to accounting, auditing, Sarbanes-Oxley Act compliance, legal, and investor and public relations expenses. These costs will generally be expensed under SG&A in the condensed consolidated statement of operations.

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Results of Operations

We derived the condensed consolidated statements of operations for the 13- and 26- weeks ended April 3, 2021 and March 28, 2020 from our condensed consolidated financial statements. Our historical results are not necessarily indicative of the results that may be expected in the future. The following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage of our sales.

(dollars in thousands, except per share amounts)	Three Months Ended						Six Months Ended
Statement of operations data:	April 3, 2021			March 28, 2020			April 3, 2021			March 28, 2020
Sales	$	192,441		$	126,377		$	337,447		$	249,355
Cost of merchandise and services sold		120,758			86,464			214,049			168,364
Gross profit		71,683			39,913			123,398			80,991
Selling, general and administrative expenses		70,374			56,048			147,863			115,769
Operating income (loss)		1,309			(16,135	)		(24,465	)		(34,778	)
Other expense:
Interest expense		8,126			22,709			19,642			45,126
Loss on debt extinguishment		1,888			—			9,169			—
Other expenses, net		1,057			187			1,057			324
Total other expense		11,071			22,896			29,868			45,450
Loss before taxes		(9,762	)		(39,031	)		(54,333	)		(80,228	)
Income tax benefit		(3,310	)		(9,205	)		(17,624	)		(24,215	)
Net loss	$	(6,452	)	$	(29,826	)	$	(36,709	)	$	(56,013	)
Net loss per share
Basic and diluted	$	(0.03	)	$	(0.19	)	$	(0.20	)	$	(0.36	)
Weighted average shares outstanding
Basic and diluted		186,810			156,500			181,900			156,500
Percentage of Sales(1)	(%)			(%)			(%)			(%)
Sales		100.0			100.0			100.0			100.0
Cost of merchandise and services sold		62.8			68.4			63.4			67.5
Gross margin		37.2			31.6			36.6			32.5
Selling, general and administrative expenses		36.6			44.4			43.8			46.4
Operating income (loss)		0.7			(12.8	)		(7.3	)		(13.9	)
Other expense:
Interest expense		4.2			18.0			5.8			18.1
Loss on debt extinguishment		1.0			-			2.7			-
Other expenses, net		0.5			0.1			0.3			0.1
Total other expense		5.8			18.1			8.9			18.2
Loss before taxes		(5.1	)		(30.9	)		(16.1	)		(32.2	)
Income tax benefit		(1.7	)		(7.3	)		(5.2	)		(9.7	)
Net loss		(3.4	)		(23.6	)		(10.9	)		(22.5	)
Other financial and operations data:
Number of new and acquired locations		4			—			4			6
Number of locations open at end of period		940			932			940			932
Comparable sales growth(2)		51.3	%		13.7	%		33.7	%		8.4	%
Adjusted EBITDA(3)	$	9,528		$	(8,081	)	$	9,285		$	(17,085	)
Adjusted EBITDA as a percentage of sales(3)		5.0	%		(6.4	)%		2.8	%		(6.9	)%
Adjusted net loss(3)	$	(2,781	)	$	(28,756	)	$	(13,400	)	$	(53,070	)
Adjusted net loss per share	$	(0.01	)	$	(0.18	)	$	(0.07	)	$	(0.34	)

(1) Components may not add to totals due to rounding.

(2) See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors and Measures We Use to Evaluate Our Business.”

(3) The tables below provide a reconciliation from our net loss to Adjusted EBITDA and net loss to adjusted net loss for the 13- and 26- weeks ended April 3, 2021 and March 28, 2020 (in thousands).

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	Three Months Ended						Six Months Ended
	April 3, 2021			March 28, 2020			April 3, 2021			March 28, 2020
Net loss	$	(6,452	)	$	(29,826	)	$	(36,709	)	$	(56,013	)
Interest expense		8,126			22,709			19,642			45,126
Income tax benefit		(3,310	)		(9,205	)		(17,624	)		(24,215	)
Depreciation and amortization expenses(a)		6,263			6,812			12,858			14,088
Loss (gain) on disposition of fixed assets(b)		5			27			(1,753	)		470
Management fee(c)		—			617			382			1,940
Equity-based compensation expense(d)		1,951			598			14,111			1,195
Mark-to-market on interest rate cap(e)		—			—			—			22
Loss on debt extinguishment(f)		1,888			—			9,169			—
Costs related to equity offerings(g)		1,057			—			9,209			—
Other(h)		—			187			—			302
Adjusted EBITDA	$	9,528		$	(8,081	)	$	9,285		$	(17,085	)

	Three Months Ended						Six Months Ended
	April 3, 2021			March 28, 2020			April 3, 2021			March 28, 2020
Net loss	$	(6,452	)	$	(29,826	)	$	(36,709	)	$	(56,013	)
Loss (gain) on disposition of fixed assets(b)		5			27			(1,753	)		470
Management fee(c)		—			617			382			1,940
Equity-based compensation expense(d)		1,951			598			14,111			1,195
Mark-to-market on interest rate cap(e)		—			—			—			22
Loss on debt extinguishment(f)		1,888			—			9,169			—
Costs related to equity offerings(g)		1,057			—			9,209			—
Other(h)		—			187			—			302
Tax effects of these adjustments(i)		(1,230	)		(359	)		(7,809	)		(986	)
Adjusted net loss	$	(2,781	)	$	(28,756	)	$	(13,400	)	$	(53,070	)

______________

(a) Includes depreciation related to our distribution centers and stores, which is included within the cost of merchandise and services sold line item in our condensed consolidated statements of operations.

(b) Consists of loss (gain) loss on disposition of assets associated with store closures or the sale of property and equipment.

(c) Represents amounts paid or accrued in connection with our management services agreement. The management services agreement terminated upon the completion of our initial public offering during the six months ended April 3, 2021.

(d) Represents non-cash charges related to equity-based compensation.

(e) Includes non-cash charges related to the change in fair value of our interest rate cap agreements, which expired in March 2021.

(f) Represents non-cash expense due to the write-off of deferred financing costs related to our Term Loan modification during the three months ended April 3, 2021 and the repayment of our Senior Unsecured Notes during the six months ended April 3, 2021.

(g) Includes one-time payments of contractual amounts incurred in connection with our IPO that was completed in November 2020 and our follow-on equity offering in February 2021.

(h) Other non-recurring, non-cash or discrete items as determined by management, such as transaction related costs, personnel-related costs, legal expenses, strategic project costs, and miscellaneous costs.

(i) Represents the tax effect of the total adjustments based on our actual statutory tax rate for fiscal year 2020 and our estimated statutory tax rate for fiscal year 2021.

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Selected Financial Information

Sales

Sales increased to $192.4 million for the three months ended April 3, 2021 from $126.4 million in the prior period, an increase of $66.0 million or 52.3%. This increase was the result of a comparable sales increase of 51.3% and non-comparable sales growth primarily attributable to acquisitions. The comparable sales increase of $64.8 million for the three months ended April 3, 2021 was driven by an increase in consumer demand across all product categories due to higher use of residential pools and spas.

Sales increased to $337.4 million for the six months ended April 3, 2021 from $249.4 million in the prior year period, an increase of $88.0 million or 35.3%. This increase was the result of a comparable sales increase of 33.7% and non-comparable sales growth primarily attributable to acquisitions. The comparable sales increase of $84.1 million for the six months ended April 3, 2021 was driven by an increase in consumer demand across all product categories due to higher use of residential pools and spas.

We believe that COVID-19 has accelerated secular trends in consumer behavior and has favorably impacted our sales. While the duration and effects of the COVID-19 pandemic are uncertain, we anticipate that the changes in consumer behavior will continue for the foreseeable future.

Gross Profit and Gross Margin

Gross profit increased to $71.7 million for the three months ended April 3, 2021 from $39.9 million in the prior period, an increase of $31.8 million or 79.6%. Gross margin increased to 37.2% for the three months ended April 3, 2021 compared to 31.6% in the prior year period, an increase of 567 basis points.

Gross profit increased to $123.4 million for the six months ended April 3, 2021 from $81.0 million in the prior year period, an increase of $42.4 million or 52.4%. Gross margin increased to 36.6% for the six months ended April 3, 2021 compared to 32.5% in the prior year period, an increase of 409 basis points. These increases in gross profit were primarily driven by the increase in comparable sales.

Selling, General and Administrative Expenses

SG&A increased to $70.4 million for the three months ended April 3, 2021 from $56.0 million in the prior period, an increase of $14.4 million or 25.6%. As a percentage of sales, SG&A decreased to 36.6% for the three months ended April 3, 2021 compared to 44.4% in the prior period, a decrease of 779 basis points. The increase in SG&A for the three months ended April 3, 2021, consisted primarily of $12.1 million attributed to the increase in overall sales and our continued investments to support Company growth and $2.0 million related to noncash equity-based compensation charges.

SG&A increased to $147.9 million for the six months ended April 3, 2021 from $115.8 million in the prior year period, an increase of $32.1 million or 27.7%. As a percentage of sales, SG&A decreased to 43.8% for the six months ended April 3, 2021 compared to 46.4% in the prior year period, a decrease of 261 basis points. The increase in SG&A for the six months ended April 3, 2021, consisted primarily of $14.8 million attributed to the increase in overall sales and our continued investments to support Company growth, $12.9 million related to noncash equity-based compensation charges primarily due to the vesting of performance-based equity units at the time of the IPO, and $8.2 million of one-time contractual amounts incurred in connection with the IPO, partially offset by $3.8 million of expenses related to the strategic consolidation of certain locations during the first quarter of fiscal year 2020.

Total Other Expense

Total other expense decreased to $11.1 million for the three months ended April 3, 2021 from $22.9 million in the prior period, a decrease of $11.8 million. Total other expense decreased to $29.9 million for the six months ended April 3, 2021 from $45.5 million in the prior year period, a decrease of $15.6 million. These decreases were primarily driven by lower interest expense on our floating rate debt of $14.6 million and $25.5 million for the three and six months ended April 3, 2021, respectively, partially offset by a loss on debt extinguishment related to the repayment of our Senior Unsecured Notes and Term Loan of $1.9 million and $9.2 million for the three and six months ended April 3, 2021, respectively.

Income Taxes

The income tax benefit decreased to $3.3 million for the three months ended April 3, 2021 from $9.2 million compared to the prior period, a decrease of $5.9 million. The income tax benefit decreased to $17.6 million for the six months ended April 3, 2021 from $24.2 million compared to the prior year period, a decrease of $6.6 million. These decreases primarily relate to a lower loss before taxes in each of the current year periods.

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The effective income tax rate was 31.8% for the six months ended April 3, 2021 and includes the reversal of a valuation allowance for our interest limitation carryforward as a result of our IPO and subsequent debt paydown. The effective income tax rate was 30.7% for the six months ended March 28, 2020 and includes a decrease in the valuation allowance for our interest limitation carryforward due to favorable provisions of the CARES Act.

Net Loss and Net Loss per Share

Net loss improved to a loss of $6.5 million for the three months ended April 3, 2021 from a loss of $29.8 million in the prior period, an increase of $23.3 million or 78.4%. Net loss per share improved to a loss of $0.03 per share for the three months ended April 3, 2021 from a loss of $0.19 per share in the prior period.

Net loss improved to a loss of $36.7 million for the six months ended April 3, 2021 from a loss of $56.0 million in the prior year period, an increase of $19.3 million or 34.5%. Net loss per share improved to a loss of $0.20 per share for the six months ended April 3, 2021 from a loss of $0.36 per share in the prior year period.

Adjusted EBITDA

Adjusted EBITDA improved to $9.5 million for the three months ended April 3, 2021 compared to an Adjusted EBITDA loss of $8.1 million in the prior year period, an increase of $17.6 million. Adjusted EBITDA improved to $9.3 million for the six months ended April 3, 2021 compared to an Adjusted EBITDA loss of $17.1 million in the prior year period, an increase of $26.4 million. These improvements are due primarily to our increase in comparable sales and an improvement in gross margin.

Adjusted Net Loss and Adjusted Net loss per Share

Adjusted net loss improved to a loss of $2.8 million for the three months ended April 3, 2021 from an adjusted net loss of $28.8 million in the prior year period.  Adjusted net loss per share improved to a loss of $0.01 for the three months ended April 3, 2021 from an adjusted net loss per share of $0.18 in the prior year period.

Adjusted net loss improved to a loss of $13.4 million for the six months ended April 3, 2021 from an adjusted net loss of $53.1 million in the prior year period.  Adjusted net loss per share improved to a loss of $0.07 for the six months ended April 3, 2021 from an adjusted net loss per share of $0.34 in the prior year period.

Seasonality and Quarterly Fluctuations

Our business is highly seasonal. In general, sales and earnings are highest during our fiscal year third and fourth quarters, which include April through September and represent the peak months of swimming pool use. In fiscal year 2020, we generated 77% of our sales and 109% of our Adjusted EBITDA in the third and fourth quarters of our fiscal year. Sales are substantially lower during our fiscal first and second quarters. We have a long track record of investing in our business throughout the year, including in operating expenses, working capital, and capital expenditures related to new locations and other growth initiatives. While these investments drive performance during the primary selling season in our third and fourth fiscal quarters, they have a negative impact during our first and second fiscal quarters.

We experience a build-up of inventory and accounts payable during the fiscal first and second quarters of the year in anticipation of the peak swimming pool supply selling season. We negotiate extended payment terms with certain of our primary suppliers as we receive merchandise in December through March and we pay for merchandise in April through July. As a result of lower sales volumes during our fiscal first and second quarters, we reach peak borrowing during our fiscal second quarter.

The principal external factor affecting our business is weather. Hot weather can increase purchases of chemicals and other non-discretionary products, purchases of discretionary products, and can drive increased activity around installation and repair services we offer. Unseasonably cool weather or significant amounts of rainfall during the peak sales season can reduce chemical consumption in pools and spas and decrease consumer purchases of our products and services. In addition, unseasonably early or late warming trends can increase or decrease the length of the pool season and impact timing around pool openings and closings and, therefore, our total sales and timing of our sales.

We generally open new locations before our peak selling season begins and we close locations after our peak selling season ends. We expect that our quarterly results of operations will fluctuate depending on the timing and amount of sales contributed by new locations.

21

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are net cash provided by operating activities and availability under our ABL Credit Facility. Historically, we have funded working capital requirements, capital expenditures, payments related to acquisitions, and debt service requirements with internally generated cash on hand and borrowings under our ABL Credit Facility.

Cash and cash equivalents consist primarily of cash on deposit with banks. Cash and cash equivalents totaled $90.3 million as of April 3, 2021 and $157.1 million as of October 3, 2020. There were no amounts outstanding under the ABL Credit Facility as of April 3, 2021 and October 3, 2020. On April 12, 2021, we entered into an amendment to the $200.0 million ABL Credit Facility. See Note 7-Long-Term Debt to the notes of the unaudited condensed consolidated financial statements for more detail.

Our primary working capital requirements are for the purchase of inventory, payroll, rent, other facility costs, distribution costs, and general and administrative costs. Our working capital requirements fluctuate during the year, driven primarily by seasonality and the timing of inventory purchases.

Our capital expenditures are primarily related to infrastructure-related investments, including investments related to upgrading and maintaining our information technology systems, ongoing location improvements, expenditures related to our distribution centers, and new location openings. We expect to fund capital expenditures from net cash provided by operating activities.

Based on our growth plans, we believe our cash and cash equivalents position, net cash provided by operating activities and availability under our ABL Credit Facility will be adequate to finance our working capital requirements, planned capital expenditures, and debt service over the next 12 months. In the future, we may also allocate capital toward additional strategic acquisitions. If cash provided by operating activities and borrowings under our ABL Credit Facility are not sufficient or available to meet our capital requirements, then we will be required to obtain additional equity or debt financing in the future. There can be no assurance equity or debt financing will be available to us if we need it or, if available, the terms will be satisfactory to us.

As of April 3, 2021, outstanding standby letters of credit totaled $9.2 million and, after considering borrowing base restrictions, we had $190.8 million of available borrowing capacity under the terms of the ABL Credit Facility. As of April 3, 2021, we were in compliance with the covenants under the ABL Credit Facility and the Term Loan.

Summary of Cash Flows

The following is a summary of our cash flows from operating, investing, and financing activities (in thousands):

	Six Months Ended
	April 3, 2021			March 28, 2020
Net cash used in operating activities	$	(111,465	)	$	(106,135	)
Net cash used in investing activities		(13,126	)		(18,660	)
Net cash provided by financing activities		57,847			45,830
Net decrease in cash and cash equivalents	$	(66,744	)	$	(78,965	)

Cash Used in Operating Activities

Net cash used in operating activities increased to $111.5 million for the six months ended April 3, 2021 from $106.1 million in the prior year period, an increase of $5.4 million. This increase was primarily driven by changes in working capital related to our sales growth and the build-up of product inventories and related accounts payable in preparation for our peak season.

Cash Used in Investing Activities

Net cash used in investing activities decreased to $13.1 million for the six months ended April 3, 2021 from $18.7 million in the prior year period, a decrease of $5.6 million. This decrease in net cash used in investing activities was primarily driven by a $3.0 million decrease related to the timing of investments in property and equipment purchases and a $2.4 million reduction in proceeds from asset dispositions.

22

Cash Provided by Financing Activities

Net cash provided by financing activities increased to $57.8 million for the six months ended April 3, 2021 from $45.8 million in the prior year period, an increase of $12.0 million. This increase in net cash provided by financing activities was primarily related to net proceeds raised during our initial public offering of $458.6 million, partially offset by the increase in net repayments of long term debt and deferred financing costs of $396.6 million and a decrease in borrowings on our revolving commitment of $50.0 million.

Contractual Obligations and Other Commitments

There were no material changes to our contractual obligations outside the ordinary course of our business during the three and six months ended April 3, 2021 except for the $390.0 million repayment of the Senior Unsecured Notes in November 2020. See Note 10 – Commitments and Contingencies to the accompanying unaudited condensed consolidated financial statements for information regarding our commitments.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of April 3, 2021.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP and the applicable rules and regulations of the SEC for interim reporting. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

There have been no material changes to our critical accounting policies and estimates during the 13- and 26- weeks ended April 3, 2021 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended October 3, 2020 filed with the SEC on December 23, 2020.

Recent Accounting Pronouncements

There have been no material changes to our recent accounting pronouncements as of April 3, 2021 from those disclosed in our Annual Report on Form 10-K for the fiscal year ended October 3, 2020 filed with the SEC on December 23, 2020.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

Our operating results are subject to risk from interest rate fluctuations on our borrowings, which carry variable interest rates. Our borrowings include our ABL Credit Facility and Term Loan. Our ABL Credit Facility provides for revolving loans of up to $200.0 million, with a sub-commitment for issuance of letters of credit of $25.0 million. Because our borrowings bear interest at a variable rate, we are exposed to market risks relating to changes in interest rates. As of April 3, 2021, we had variable rate debt outstanding of $810.0 million under our Term Loan. No amounts were outstanding under our ABL Credit Facility as of April 3, 2021. In conjunction with our IPO all of our obligations related to the Senior Unsecured Notes have been settled. Based on the outstanding variable rate loan balance for the Term Loan an increase or decrease of 1% in the effective interest rate would cause an increase or decrease in interest cost of approximately $8.1 million over the next 12 months. From time to time we enter into interest rate cap agreements to manage interest rate risk. Such agreements cap the borrowing rate on variable debt to provide a hedge against the risk of rising rates. As of October 3, 2020, we had two interest rate cap agreements with a total notional amount of $750 million (the “Cap Agreements”) to mitigate the impact of fluctuations in the three-month LIBOR and effectively cap the LIBOR applicable to our variable rate debt at a rate of 3.00%. Fluctuations in the market value of the Cap Agreements are recorded in other expenses, net on our condensed consolidated statements of operations. In March 2021, our Cap Agreements expired.

Impact of Inflation

Our results of operations and financial condition are presented based on historical cost. We actively manage the impact of inflation, including tariffs, through strong relationships with our diverse supplier base, vendor negotiation, and price and promotion management. We also strategically invest through inventory purchases in order to obtain favorable pricing ahead of any vendor price increases. As a result, we believe we have an ability to substantially mitigate negative impacts of inflation.

Item 4. Controls and Procedures.

Management’s Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the appropriate time periods, and that such information is accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We, under the supervisions of and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were effective as of April 3, 2021.

Changes in Internal Control over Financial Reporting

This Quarterly Report on Form 10-Q does not include disclosure of changes in internal control over financial reporting due to a transition period established by rules of the SEC for newly public companies.

24

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject to various litigations, claims and other proceedings that arise from time to time in the ordinary course of business. We believe these actions are routine and incidental to the business. As of April 3, 2021, we had established reserves for claims that are probable and estimable and such reserves were not significant. While we cannot feasibly predict the outcome of these matters with certainty, we believe, based on examination of these matters, experience to date and discussions with counsel, that the ultimate liability, individually or in the aggregate, will not have a material adverse effect on our business, financial position, results of operations or cash flows.

Item 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended October 3, 2020, as updated by the risk factors disclosed in our Quarterly Report on Form 10-Q for the period ended January 2, 2021, other than the risk factors presented below.

Future sales of shares by existing stockholders could cause our stock price to decline.

If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market after the contractual lock-up agreements described below expire and other restrictions on resale lapse, the trading price of our common stock could be adversely impacted. As of May 7, 2021, we had 187,918,474 million shares of common stock outstanding. A substantial portion of these shares were subject to a 180-day contractual lock-up with the underwriters in connection with our initial public offering, with such lock-up agreements having expired on April 26, 2021. In addition, as discussed in “Certain Relationships and Related Party Transactions,” in our Annual Report on Form 10-K, pursuant to our registration rights and lock-up agreement, certain of our stockholders are subject to additional lock-up periods, including the following:

• each stockholder party to our registration rights and lock-up agreement will be prohibited from selling shares for 90 days following any public offering subject to such agreement, subject to limited waivers and exceptions, which created an additional lock-up period as a result of our public offering in February 2021 that expires on May 11, 2021; and

• any employee, member of management or director as of the time of closing of our initial public offering will be prohibited from selling shares for an additional 540 days, subject to limited waivers and exceptions, with such additional lock-up period expiring on October 18, 2022.

Upon expiration of each of these lock-up periods, all such shares will be eligible for resale in the public market, subject to applicable securities laws, including the Securities Act. The trading price of our common stock could be adversely impacted if any of these certain significant stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

25

Item 6. Exhibits.

Exhibit Number	Description
3.1	Fifth Amended and Restated Certificate of Incorporation, effective as of November 2, 2020 (filed with the SEC as Exhibit 3.1 to the Company’s Form 8-K filed on November 2, 2020 and incorporated herein by reference).
3.2	Amended and Restated Bylaws, effective as of November 2, 2020 (filed with the SEC as Exhibit 3.2 to the Company’s Form 8-K filed November 2, 2020 and incorporated herein by reference).
4.1	First Amendment to Registration Rights and Lock-up Agreement between Leslie’s, Inc. and Bubbles Investor Aggregator, L.P. (filed with the SEC as Exhibit 4.5 to the Company’s Form S-1 filed on February 8, 2021 and incorporated herein by reference).
10.1	Amendment & Restated Term Loan Credit Agreement, dated as of March 9, 2021, by and among the Company, Leslie’s Poolmart, Inc., the lenders from time to time party thereto and Nomura Corporate Funding Americas, LLC, as administrative agent for the Lenders and as collateral agent for the Secured Parties (filed with the SEC as Exhibit 10.1 to the Company’s Form 8-K filed on March 10, 2021 and incorporated herein by reference).
10.2*	Amendment No. 5, dated as of April 12, 2021, to the Credit Agreement among Leslie’s Poolmart, Inc., the subsidiary borrowers from time to time party thereto, Leslie’s, Inc., each lender from time to time party thereto, Bank of America, N.A., as Administrative Agent, and U.S. National Association, as Co-Collateral Agent.
31.1*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934.
31.2*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934.
32.1+	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2+	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

# Indicates a management contract or compensatory plan or arrangement.

+ Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	LESLIE’S, INC.
Date: May 10, 2021	By:	/s/ Steven M. Weddell
		Steven M. Weddell
		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

27

EX-10.2

Exhibit 10.2

AMENDMENT No. 5, dated as of April 12, 2021 (this “Amendment”), to the CreditAgreement, dated as of October 16, 2012 (as amended, restated, modified and supplemented from time totime prior to the effectiveness of this Amendment, including pursuant to Amendment No. 1, dated as ofAugust 16, 2016, Amendment No. 2, dated as of September 29, 2016, Amendment No. 3, dated as ofJanuary 13, 2017, and Amendment No. 4, dated as of August 13, 2020, the “Existing Credit Agreement”,and the Existing Credit Agreement as amended by this Amendment, the “Credit Agreement”), amongLESLIE’S POOLMART, INC., a Delaware corporation (the “Parent Borrower”), LESLIE’S, INC., aDelawarecorporation(“Holdings”),theSubsidiaryBorrowersfromtimetotimepartythereto,theLendersfrom time to time party thereto, BANK OF AMERICA, N.A., as administrative agent and collateral agent(in such capacity, including any successor thereto, the “Administrative Agent”), and U.S. Bank NationalAssociation, as co-collateral agent (in such capacity, including any successor thereto, the “Co-CollateralAgent”), by and among the Parent Borrower, the Subsidiary Borrowers, the Guarantors party hereto, eachLender, the Administrative Agent and the Co-Collateral Agent. Capitalized terms used and not otherwisedefinedhereinshall havethe meaningsassignedtosuch terms intheCreditAgreement.

WHEREAS,thepartiesdesiretoamendtheCreditAgreementonthetermssetforthherein;

NOW,THEREFORE,inconsiderationofthepremisescontainedhereinandforothergoodand valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the partieshereto,intending to belegally bound hereby,agree asfollows:

Section 1.Amendment. The Credit Agreement is, effective as of the AmendmentNo. 5 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually inthe same manner as the following example: stricken text) and to add the double-underlined text (indicatedtextually in the same manner as the following example: double-underlined text) as set forth in the pages oftheCredit Agreement attached asExhibit Ahereto(the“Amended Credit Agreement”).

Section 2.Representations and Warranties, No Default. The Borrowers herebyrepresent and warrant that as of the date hereof (i) no Default or Event of Default exists and is continuingand (ii) all representations and warranties of the Loan Parties contained in the Credit Agreement and theLoanDocumentsaretrueandcorrectinallmaterialrespects(exceptforrepresentationsandwarrantiesthatare already qualified by materiality, in which case such representations and warranties shall be true andcorrect in all respects) on and as of the date hereof, as though made on and as of the date hereof, except tothe extent that such representations and warranties specifically refer to an earlier date, in which case theywere true and correct in all material respects (except for representations and warranties that are alreadyqualified by materiality, in which case such representations and warranties shall be true and correct in allrespects)as ofsuch earlierdate.

Section 3.Effectiveness. This Amendment shall become effective on the date thatthefollowingconditionshavebeensatisfiedor waived(the“AmendmentNo.5EffectiveDate”):

(1)the Administrative Agent shall have received executed signature pages ofthisAmendmentfromeachLoanParty,theAdministrative Agent andeachLender;

(2)theBorrowersshallhavepaidinfulltotheAdministrativeAgent(i)foritsown account, the fees described in that certain Amendment Fee Letter, dated as of theAmendment No. 5 Effective Date, between the Administrative Agent and the ParentBorrower and (ii) to the extent invoiced no less than one (1) Business Day prior to theAmendment No. 5 Effective Date, all reasonable and documented out-of-pocket fees,charges anddisbursementsof outsidecounselforthe AdministrativeAgent;

(3)on the date hereof and after giving effect to the transactions contemplatedbythisAmendment,noDefaultorEventofDefaultshallhaveoccurredandbecontinuing;and

(4)the Credit Agreement and all other Loan Documents shall be in full forceand effect and shall not have been furtheramended except to reflect the terms andconditionssetforthinthisAmendment.

For purposes of determining compliance with the conditions specified in this Section 3, theAdministrativeAgent,Co-CollateralAgentandeachLenderpartyheretoshallbedeemedtohaveconsentedto, approved or accepted or to be satisfied with, each document or other matter required hereunder to beconsentedtoorapprovedbyoracceptableorsatisfactorytotheAdministrativeAgent,Co-CollateralAgentor such Lender, unless the Administrative Agent shall have received written notice from such Person priortothe Amendment No. 5 EffectiveDate specifying itsobjection thereto.

Section 4.Counterparts. ThisAmendment may be executed inanynumber ofcounterparts and by different parties hereto on separate counterparts, each of which when so executed anddelivered shall be deemed to be an original, but all of which when taken together shall constitute a singleinstrument.DeliveryofanexecutedcounterpartofasignaturepageofthisAmendmentbyfacsimileoranyotherelectronictransmissionshallbeeffectiveasdeliveryof amanuallyexecutedcounterpart hereof.

Section 5.Applicable Law. The provisions of Section 11.14 and Section 11.15 oftheCreditAgreementshallapplytothis Amendment mutatis mutandis.

Section6.Headings.TheheadingsofthisAmendmentareforpurposesofreferenceonlyand shallnotlimitorotherwiseaffectthemeaninghereof.

Section 7.EffectofAmendment.Exceptasexpresslysetforthherein,(i) thisAmendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affectthe rights and remedies of the Lenders, the Administrative Agent, the Co-Collateral Agent or any otherPerson, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter,modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreementscontained in the Credit Agreement or any other provision of either such agreement or any other LoanDocument. Each and every term, condition, obligation, covenant and agreement contained in the CreditAgreementasamendedhereby,oranyotherLoanDocumentasamendedhereby,isherebyratifiedandre-affirmedinallrespectsandshallcontinueinfullforceandeffect.ThisAmendmentshallconstituteaLoanDocumentforpurposesoftheCreditAgreementand,fromandaftertheAmendmentNo.5EffectiveDate,all references to the Credit Agreement in any Loan Document and all references in the Credit Agreementto“thisAgreement”,“hereunder”,“hereof”orwordsoflikeimportreferringtotheCreditAgreement,shall,unless expressly provided otherwise, refer to the Credit Agreement. Each of the Loan Parties herebyconsentstothisAmendmentandconfirmsthatallobligationsofsuchLoanPartyundertheLoanDocumentstowhich such LoanPartyisapartyshallcontinuetoapply tothe CreditAgreement.

Section 8.Reaffirmation.EachoftheLoanPartiesherebyconsentstotheamendment of the Credit Agreement described in Section 1 of this Amendment and hereby confirms itsrespectiveguarantees,pledges,grantsofsecurityinterests,subordinationsandotherobligations,asapplicable,underandsubjecttothetermsofeachoftheLoanDocumentstowhichitisparty,andconfirms,agrees and acknowledges that, notwithstanding the consummation of this Amendment, such guarantees,pledges,grantsofsecurityinterests,subordinations,anyandallLienspreviouslygrantedtotheAdministrative Agent, for the benefit of the Secured Parties,and other obligations, and the terms of eachoftheLoanDocumentstowhichitisaparty,exceptasexpresslymodifiedbythisAmendment,arenot affected or impaired in any manner whatsoever and shall continue to be in full force and effect and shallalsoguaranteeandsecureallobligationsasamendedandreaffirmedpursuanttotheCreditAgreementandthis Amendment.Each and every term, condition, obligation, covenant and agreement contained in theCreditAgreement,asmodifiedbythisAmendment,oranyotherLoanDocumentisherebyratifiedandre-affirmed in all respects and shall continue in full force and effect.From and after the effective date of thisAmendment,allreferencestotheCreditAgreementinanyLoanDocumentshall,unlessexpresslyprovidedotherwise,referto the CreditAgreement.

[Remainderofpageleftintentionallyblank]

2

INWITNESSWHEREOF,thepartiesheretohavecausedthisAmendmenttobedulyexecutedbytheirrespective authorizedofficers asofthedayand yearfirst abovewritten.

LESLIE’SPOOLMART,INC.,
astheParentBorrower
By:	/s/ Steven Weddell
Name:	Steven Weddell
Title:	ChiefFinancial Officer
CORTZ,INC.,
asaSubsidiaryBorrower
By:	/s/ Steven Weddell
Name:	Steven Weddell
Title:	ChiefFinancial Officer
LPMMANUFACTURING,INC.,
asa SubsidiaryBorrower
By:	/s/ Steven Weddell
Name:	Steven Weddell
Title:	ChiefFinancial Officer
LESLIE’S,INC.,
asHoldings
By:	/s/ Steven Weddell
Name:	Steven Weddell
Title:	ChiefFinancial Officer
HORIZONSPA&POOL PARTS,INC. HOTTUBWORKS,LLC
POOLPARTS,INC.
RAMCHEMICAL&SUPPLY,INC. SPPHOLDINGCORPORATION
asGuarantors
By:	/s/ Steven Weddell
Name:	Steven Weddell
Title:	ChiefFinancial Officer

[Signature Page to ABL Amendment No. 5]

BANKOFAMERICA,N.A.,
asAdministrativeAgent andasaLender
By:	/s/ Peter M. Walther
	Name:  PeterM. Walther
	Title:    SeniorVicePresident
U.S. BANK NATIONAL ASSOCIATION, as Co-Collateral Agent and as a Lender
By:	/s/ David Lawrence
	Name:  David Lawrence
	Title:    VicePresident

[Signature Page to ABL Amendment No. 5]

EXHIBITA

CREDITAGREEMENT

Dated as of October 16, 2012,asamendedby

AmendmentNo.1,datedasofAugust16,2016,

AmendmentNo.2,datedasofSeptember29,2016

Amendment No. 3, dated as of January 13, 2017and

Amendment No. 4, dated as of August 13, 2020and

AmendmentNo.5,datedasofApril12,2021

among

LESLIE’SPOOLMART,INC.,

astheParentBorrower,

LESLIE’SHOLDINGS,INC.,

asHoldings,

the Subsidiary Borrowers named herein,BANKOFAMERICA,N.A.,

asAdministrativeAgent,

U.S.BANKNATIONALASSOCIATION,asCo-CollateralAgent,

and

TheOtherLendersPartyHeretoBOFASECURITIES,INC.

and

U.S. BANK NATIONAL ASSOCIATION,

asJointLeadArrangersandJointBookrunners

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS AND ACCOUNTING TERMS
Section 1.01	Defined Terms	1
Section 1.02	Terms Generally	49
Section 1.03	Accounting Terms; GAAP	50
Section 1.04	Currencies	50
Section 1.05	Letter of Credit Amounts	51
Section 1.06	Joint and Several Liability of Borrowers for Obligations	51
Section 1.07	Parent Borrower	51
Section 1.08	Certain Calculations and Tests.	52
Section 1.09	Administrative Agent and Co-Collateral Agent	53
Section 1.10	Required Financial Statements	53
Section 1.11	Interest Rates	53
	ARTICLE II
	THE REVOLVING CREDIT COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01	Revolving Credit Commitments	53
Section 2.02	Termination or Reduction of Revolving Credit Commitments	54
Section 2.03	[Reserved]	54
Section 2.04	[Reserved]	54
Section 2.05	Borrowings, Conversions and Continuations of Loans	54
Section 2.06	Swing Line Commitment	56
Section 2.07	Procedure for Swing Line Borrowing; Refunding of Swing Line Loans	56
Section 2.08	Incremental Credit Extensions	58
Section 2.09	Prepayments	59
Section 2.10	Interest	59
Section 2.11	Fees	60
Section 2.12	Computation of Interest and Fees	60
Section 2.13	Evidence of Debt	60
Section 2.14	Payments Generally; Administrative Agent’s Clawback	60
Section 2.15	Sharing of Payments by Lenders	62
Section 2.16	Letters of Credit Commitment	63
Section 2.17	Procedure for Issuance of Letter of Credit	64
Section 2.18	L/C Fees and Other Charges	64
Section 2.19	L/C Participations	65
Section 2.20	Letters of Credit Reimbursement Obligation of the Borrowers	65
Section 2.21	Letters of Credit Obligations Absolute	66
Section 2.22	Letter of Credit Payments	66
Section 2.23	Letter of Credit Applications	67
Section 2.24	Defaulting Lender Adjustments	67

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	ARTICLE III
	TAXES, YIELD PROTECTION AND ILLEGALITY
Section 3.01	Taxes	68
Section 3.02	Illegality	71
Section 3.03	Inability to Determine Rates	71
Section 3.04	Increased Costs; Reserves on Eurodollar Rate Loans	74
Section 3.05	Compensation for Losses	76
Section 3.06	Mitigation Obligations; Replacement of Lenders	76
Section 3.07	Survival	76
	ARTICLE IV
	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01	Conditions to Effectiveness	77
	ARTICLE V
	REPRESENTATIONS AND WARRANTIES
Section 5.01	Organization; Powers	79
Section 5.02	Authorization	79
Section 5.03	Enforceability	80
Section 5.04	Governmental Approvals	80
Section 5.05	Title to Properties; Possession Under Leases	81
Section 5.06	Subsidiaries	81
Section 5.07	Litigation; Compliance with Laws	81
Section 5.08	Federal Reserve Regulations	82
Section 5.09	Investment Company Act	82
Section 5.10	Financial Statements	82
Section 5.11	Tax Returns	82
Section 5.12	No Material Misstatements	83
Section 5.13	Environmental Matters	83
Section 5.14	Collateral Documents	84
Section 5.15	Location of Real Property and Leased Premises	84
Section 5.16	Solvency	84
Section 5.17	No Material Adverse Effect	84
Section 5.18	Insurance	84
Section 5.19	USA PATRIOT Act; FCPA; OFAC; Anti-Terrorism	84
Section 5.20	Intellectual Property; Licenses, Etc.	85
Section 5.21	Employee Benefit Plans	86
Section 5.22	Deposit Accounts; Credit Card Arrangements.	86

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	ARTICLE VI
	AFFIRMATIVE COVENANTS
Section 6.01	Existence; Businesses and Properties	86
Section 6.02	Insurance	87
Section 6.03	Taxes	87
Section 6.04	Financial Statements	87
Section 6.05	Litigation and Other Notices	91
Section 6.06	Compliance with Laws	91
Section 6.07	Inspection Rights; Books	92
Section 6.08	Use of Proceeds	92
Section 6.09	Compliance with Environmental Laws	92
Section 6.10	Covenant to Guarantee Obligations and Give Security	92
Section 6.11	Further Assurances; Additional Security	93
Section 6.12	Preparation of Environmental Reports	93
Section 6.13	Cash Management	93
Section 6.14	Physical Inventories	94
	ARTICLE VII
	NEGATIVE COVENANTS
Section 7.01	Indebtedness	95
Section 7.02	Liens	99
Section 7.03	Sale and Lease-Back Transactions	102
Section 7.04	Investments, Loans and Advances	103
Section 7.05	Mergers, Consolidations, Sales of Assets and Acquisitions	106
Section 7.06	Restricted Payments	108
Section 7.07	Transactions with Affiliates	111
Section 7.08	Business of the Borrowers and their Subsidiaries	113
Section 7.09	Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By Laws and Certain Other Agreements; etc.	113
Section 7.10	Holdings Covenant	116
Section 7.11	Deposit Accounts	116
Section 7.12	Minimum Consolidated Fixed Charge Coverage Ratio	116
Section 7.13	Clean Down	116
Section 7.14	Sanctions; Anti-Corruption Laws	117
	ARTICLE VIII
	EVENTS OF DEFAULT AND REMEDIES
Section 8.01	Events of Default	117
Section 8.02	Right to Cure	119
Section 8.03	Remedies upon Event of Default	119
Section 8.04	Application of Funds	120

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	ARTICLE IX
	AGENTS
Section 9.01	Appointment and Authority	121
Section 9.02	Rights as a Lender	121
Section 9.03	Exculpatory Provisions	122
Section 9.04	Reliance by Administrative Agent	122
Section 9.05	Delegation of Duties	123
Section 9.06	Resignation of Administrative Agent	123
Section 9.07	Non-Reliance on Administrative Agent, Co-Collateral Agent and Other Lenders	124
Section 9.08	No Other Duties, Etc.	124
Section 9.09	Administrative Agent May File Proofs of Claim	125
Section 9.10	Collateral and Guaranty Matters	125
Section 9.11	Indemnification	126
Section 9.12	Withholding Taxes	126
Section 9.13	Reports and Financial Statements	127
	ARTICLE X
	CONTINUING GUARANTY
Section 10.01	Guaranty	128
Section 10.02	Rights of Lenders	128
Section 10.03	Certain Waivers	128
Section 10.04	Obligations Independent	129
Section 10.05	Subrogation	129
Section 10.06	Termination; Reinstatement	129
Section 10.07	Subordination	129
Section 10.08	Stay of Acceleration	129
Section 10.09	Condition of the Borrowers	129
	ARTICLE XI
	MISCELLANEOUS
Section 11.01	Amendments, Etc.	129
Section 11.02	Notices; Effectiveness; Electronic Communications	131
Section 11.03	No Waiver; Cumulative Remedies	133
Section 11.04	Expenses; Indemnity; Damage Waiver	133
Section 11.05	Payments Set Aside	134
Section 11.06	Successors and Assigns	134
Section 11.07	Treatment of Certain Information; Confidentiality	137
Section 11.08	Right of Setoff	138
Section 11.09	Interest Rate Limitation	138
Section 11.10	Counterparts; Integration; Effectiveness	139
Section 11.11	Survival of Representations and Warranties	139
Section 11.12	Severability	139
Section 11.13	Replacement of Lenders	139

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Section 11.14	Governing Law; Jurisdiction; Etc.	140
Section 11.15	WAIVER OF JURY TRIAL	140
Section 11.16	No Advisory or Fiduciary Responsibility	141
Section 11.17	USA PATRIOT Act Notice	141
Section 11.18	Electronic Execution of Assignments and Certain Other Documents	142
Section 11.19	No Strict Construction	142
Section 11.20	Attachments	142
Section 11.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	142
Section 11.22	Acknowledgement Regarding Any Supported QFCs	143

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SCHEDULES
1.01	Revolving Credit Commitments
5.04	Governmental Approvals
5.05	Possession under Leases
5.06	Subsidiaries
5.11	Taxes
5.13	Environmental Matters
5.15(1)	Owned Material Real Property
5. 15(2)	Leased Material Real Property
5.18	Insurance
5.20	Intellectual Property
5.22(a)	Deposit Accounts
5.22(b)	Processing and Payment Arrangements
6.04	Certain Reporting Requirements
6.12	Subsidiary Guarantors
7.01	Existing Indebtedness
7.02(b)	Existing Liens
7. 04(a)	Existing Investments
7.07	Transactions with Affiliates
11.02	Administrative Agent’s Office, Certain Addresses for Notices
EXHIBITS
	Form of
A-1	Committed Loan Notice
A-2	Conversion/Continuation Notice
B	Lender Addendum
C	Revolving Credit Note
D	[Reserved]
E	Assignment and Assumption
F	Guarantee and Collateral Agreement
G	Opinion Matters – Counsel to Loan Parties
H	Perfection Certificate
I	Closing Certificate
J	Collateral Access Agreement
K	Customs Broker Agreement
L	Borrowing Base Certificate
M	[Reserved]
N	Joinder Agreement
O	United States Tax Compliance Certificate

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CREDITAGREEMENT

This CREDIT AGREEMENT (this “Agreement”) is entered into as of October 16, 2012 andamended by Amendment No. 1, dated as of August 16, 2016, Amendment No. 2, dated as of September29, 2016, Amendment No. 3, dated as of January 13, 2017 and Amendment No. 4, dated as of August 13,2020,amongLESLIE’SPOOLMART,INC.,aDelawarecorporation(“Leslie’s”orthe“ParentBorrower”), the Subsidiary Borrowers from time to time party hereto, LESLIE’S HOLDINGS, INC., aDelaware corporation (“Holdings”), each lender from time to time party hereto, BANK OF AMERICA,N.A.,asAdministrativeAgent,andU.S.BANKNATIONALASSOCIATION,asCo-CollateralAgent.

PRELIMINARYSTATEMENTS:

As of the Amendment No. 4 Effective Date, the Borrowers have requested that the Lendersprovide a $200,000,000 asset based revolving credit facility to be used, in part, to refinance the existingindebtednessincurredunderthisAgreementandforothergeneralcorporatepurposes(includingpermitted acquisitions), and the Lenders have indicated their willingness to lend, on the terms and subjecttotheconditionsset forthherein.

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

ARTICLEI

DEFINITIONSANDACCOUNTINGTERMS

Section1.01DefinedTerms.AsusedinthisAgreement,thefollowingtermsshallhave the meanings set forth below:

“ABLPriorityCollateral”hasthemeaningascribedtosuchtermintheIntercreditor

Agreement.

“Acceptable Document of Title” means, with respect to any Inventory, a negotiable billof lading or other Document (as defined in the UCC) that (a) is issued by a common carrier which is notan Affiliate of any Loan Party which is in actual possession of such Inventory, (b) reflects a Borrower asconsignee or, ifrequested by theAdministrative Agent after the occurrence and during the continuanceof an Event of Default, names the Administrative Agent as consignee, and (c) is not subject to any Lien(other thanPermitted Liensdescribed inclauses (a),(b), (l)and (w)of Section7.02).

“AccountingChange”hasthe meaningascribedthereto inSection1.03.

“Accounts” means “accounts” as defined in the UCC, and also means a right to paymentof a monetary obligation, whether or not earned by performance, (a) for property that has been or is to besold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c)for a policy of insurance issued or to be issued, (d) for a secondary obligation incurred or to be incurred,or(d)arisingoutoftheuseofacreditorchargecardorinformationcontainedonorforusewiththecard.

“ACH”meansautomatedclearinghousetransfers.

“Acquisition”meanstheacquisitionofHoldingspursuanttotheAcquisitionAgreement.

“AcquisitionAgreement”meansAgreementandPlanofMergerdatedasofJanuary13,2017byandamongBubblesBuyer,Inc.,BubblesMergerSub,Inc.andHoldings.

“AdditionalLender”hasthemeaningascribedtheretoinSection2.08(d).“Adjustment” hasthe meaningspecifiedin Section3.03(c).

“AdjustmentDate”meansthefirstdayofeachfiscalquarter,commencingwiththefiscalquarter beginning October 1July 4, 20202021.

“Administrative Agent” means Bank of America, in its capacity as administrative agentunder any of the Loan Documents, or any successor administrative agent.

“AdministrativeAgentFeeLetter”meanstheAgentFeeLetterdatedasoftheAmendmentNo. 4 EffectiveDate by and betweenthe Administrative Agent andthe Parent Borrower.

“AdministrativeAgent’sOffice”meanstheAdministrativeAgent’saddressand,asappropriate, account as set forth on Schedule 11.02 annexed to Amendment No. 4, or such other addressor account as the Administrative Agent may from time to time notify to the Parent Borrower and theLenders.

“AdministrativeQuestionnaire”meansanAdministrativeQuestionnaireinaformsuppliedby the Administrative Agent.

“Advisor”hasthemeaningascribedtheretoin Section11.06(d).

“AffectedFinancialInstitution”meansanyEEAFinancialInstitutionorUKFinancial Institution.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectlythrough one or more intermediaries, Controls or is Controlled by or is under common Control with thePerson specified.

“AgentParties”hasthemeaningascribedtheretoin Section11.02(c).

“Aggregate Commitments” means the Revolving Credit Commitments of all the Lenders.“AggregateExposure”means, withrespect toany Lenderat anytime,an amountequal to the aggregate amount of such Lender’s Revolving Credit Commitment then in effect or, if the RevolvingCredit Commitments have been terminated, the amount of such Lender’s Revolving Extensions of Creditthen outstanding.

“Agreement”hasthemeaningascribedinthepreamble.

“AmendmentNo.4”meansAmendmentNo.4tothisAgreement,datedasofAugust13, 2020.

“AmendmentNo.5”meansAmendmentNo.5tothisAgreement,datedasofApril12, 2021.

“AmendmentNo.4EffectiveDate”hasthemeaningsetforthinAmendmentNo.4.

“AmendmentNo.5EffectiveDate”hasthemeaningsetforthinAmendmentNo.5.

“AnnualFinancialStatements”hasthemeaningascribedtheretoinSection6.04(a).

“Applicable Margin”means:

(a)(a)From and after the Amendment No. 45Effective Date until the first AdjustmentDate no lessthan thepercentages setforth inLevel I ofthe pricinggrid below;and

(b)(b)From and after the first Adjustment Date and on each Adjustment Date thereafter,the Applicable Margin shall be determined from the pricing grid below based upon Average Daily ExcessAvailability for the most recently ended fiscal quarter immediately preceding such Adjustment Date;provided that if any Borrowing Base

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Certificates are at any time restated or otherwise revised (includingas a result of an audit) or if the information set forth in any Borrowing Base Certificates otherwise provesto be false or incorrect such that the Applicable Margin would have been higher than was otherwise ineffect during any period, without constituting a waiver of any Default or Event of Default arising as aresult thereof, interest due under this Agreement shall be immediately recalculated at such higher rate forany applicable periods and shallbe due and payableon demand.

Level	AverageDaily Excess Availabilityas aPercentageofthe AggregateCommitments	EurodollarRate LoansApplicable Margin	Base RateLoansApplicable Margin
I	Greaterthan50662/3%	1.75%1.25%	0.75%0.25%
II	Greaterthan331/3%butlessthanorequal to 66 2/3%	1.50%	0.50%
IIIII	Lessthanorequalto 50331/3%	2.00%1.75%	1.00%0.75%

Notwithstanding anything to the contrary herein contained, upon the occurrence of anEvent of Default for failure to deliver a Borrowing Base Certificate pursuant to Section 6.04(d), theApplicable Margin, at the option of the Administrative Agent or at the direction of the Required Lenders,shall be immediately increased to the percentages set forth in Level IIIIIof the pricing grid above (even ifthe Average Daily Excess Availability requirements for a different Level have been met) for so long assuch Event of Default is continuing.

“Applicable Percentage” means, with respect to any Lender at any time, the percentage(carried out to the ninth decimal place) of such Lender’s Aggregate Exposure at such time to the sum ofthe Aggregate Exposures of all Lenders.

“Application” means an application, in such form as the relevant Issuing Lender mayspecify from time to time, requesting such Issuing Lender to issue a Letter of Credit to be issued (whichapplicationshallbesubjectto Section 2.23).

“Appraised Value” means the net orderly liquidation value of the Borrowers’ Inventory(expressed as a percentage of the Cost of such Inventory) as determined from time to time by anindependent appraiserengaged by the Administrative Agent.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b)anAffiliateofaLenderor(c)anentityoranAffiliateofanentitythatadministersormanagesaLender.

“Asset Sale” means any loss, damage, destruction or condemnation of, or any sale,transfer or other disposition (including any Sale and Lease-Back Transaction) to any Person of any assetor assets of the ParentBorrower or any RestrictedSubsidiary.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of oneanotherortwo ormore ApprovedFundsmanaged bythe sameinvestment advisor.

“Assignment and Assumption” means an assignment and assumption entered into by aLender and an Eligible Assignee (with the consent of any party whose consent is required by Section11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any otherform (including electronic documentation generated by use of an electronic platform) approved by theAdministrativeAgent.

“Audited Financial Statements” means the audited consolidated balance sheet of theParent Borrower and its Subsidiaries for the Fiscal Year ended September 28, 2019, and the relatedconsolidatedstatementsofincomeor

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operations,shareholders’ equity and cash flows for such FiscalYear of theParent Borrower andits Subsidiaries,including the notesthereto.

“Availability Reserves” means, without duplication of any other Reserves or items thatareotherwiseaddressedorexcludedthrougheligibilitycriteria,suchreserves,ifany,astheAdministrative Agent and Co-Collateral Agent from time to time determine in their reasonable discretionas being reasonably required pursuant to this Agreement, equal to the sum of (a) the amount of all salestaxesthathavebeencollectedbytheBorrowersandnotremittedtoanystatetaxingauthoritywhendue, (b) an amount equal to two (2) months’ gross rent for (i) each leased Store of the Borrowers located in aLandlordLienState(consistentwiththeAdministrativeAgent’sandCo-CollateralAgent’susualpractices)otherthanthoseStoreswithrespecttowhichtheAdministrativeAgenthasreceivedaCollateral Access Agreement, and (ii) each leased distribution center or other location at which Inventoryis maintained (but excluding any Store) other than those distribution centers and other locations withrespect to which the Administrative Agent has received a Collateral Access Agreement, (c) CustomerCredit Liabilities and customer deposits, (d) an amount based on rent which is past due for more than tendays for any of the Borrowers’ leased locations, with the exception of past due rent that is the subject of aPermittedProtestasdeterminedbytheAdministrativeAgentandtheCo-CollateralAgentintheirreasonablediscretion,(e)anamountequalto50%oftheliabilitiesforgiftcardsaccruedbytheBorrowers,asshownonthemostrecentbalancesheetoftheParentBorrowerinaccordancewithGAAP, (f) such other reserves as the Administrative Agent and the Co-Collateral Agent from time to timedeterminesintheirreasonablediscretionasbeing reasonably requiredpursuanttothisAgreement,including, without limitation, reserves implemented in connection with Permitted Liens and PermittedIndebtedness, but in the case of each of the foregoing, only to the extent such Liens, encumbrances andIndebtedness relate or in any way affect the Borrowing Base, (g) Bank Product Reserves and (h) CashManagementReserves.

“Available Revolving Credit Commitment” means, with respect to any Lender at anytime, an amount equal to (a) such Lender’s Revolving Credit Commitment then in effect minus (b) suchLender’s Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender’sRevolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving CreditCommitment pursuant to Section 2.11(a), the aggregate principal amount of Swing Line Loans thenoutstanding shall be deemed to be zero.

“Average Daily Excess Availability” means the average daily Excess Availability for theimmediately preceding fiscal quarter.

“BackstopLC”hasthemeaningascribedtheretointhedefinitionoftheterm“Cash Collateralize”.

“Bail-InAction”meanstheexerciseofanyWrite-DownandConversionPowersbytheapplicable EEAResolutionAuthorityinrespectofanyliabilityofanEEAAffectedFinancialInstitution.

“Bail-In Legislation” means, with respect to (a)any EEA Member Country implementingArticle55ofDirective 2014/59/EU of the European Parliament and of the Council of the EuropeanUnion,theimplementinglaw,regulation,ruleorrequirementforsuchEEAMemberCountryfromtimeto time which is described in the EU Bail-In Legislation Schedule, or (b) the United Kingdom, Part I ofthe United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation orrule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investmentfirms or other financial institutions or their affiliates (other than through liquidation, administration orother insolvency proceedings).

“BankofAmerica”meansBankofAmerica,N.A.anditssuccessors.

“Bank Product Reserves” means such reserves as the Administrative Agent from time totimedeterminesinitsreasonablediscretionasbeingappropriatetoreflecttheliabilitiesandobligationsoftheBorrowersandtheirSubsidiarieswithrespecttoBankProductsthenprovidedoroutstanding.

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“Bank Products” means any services or facilities provided to any Loan Party by anyLenderorany ofitsAffiliates(butexcluding CashManagementServices)onaccountof(a)creditcards, (b) SwapContracts,(c)purchasecards,(d)merchantservicesconstitutingalineofcreditand(e)leasing.

“BaseRate”meansforanydayafluctuatingrateperannumequaltothehighestof(a)the Federal Funds Rate plus ¹/2 of 1%, (b) the rate of interest in effect for such day as publicly announcedfrom time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00% (whichrate,fortheavoidanceofdoubt,shallnotbelessthantheLIBORFloor).The“primerate”isaratesetby 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 announcedby Bank of America shall take effect at the opening of business on the day specified in the publicannouncement of such change. If the Base Rate is being used as an alternate rate of interest pursuant toSection 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall bedetermined without reference to clause (c) above.

“BaseRateLoan”meansaLoanthatbearsinterestbasedontheBaseRate.

“Beneficial Owner” has the meaning given to that term in Rule 13d-3 and Rule 13d-5undertheExchangeAct,exceptthat in calculating the beneficial ownership of any particular “person”(as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will not be deemed to havebeneficial ownership of any securities that such “person” has the right to acquire or vote only upon thehappening of any future event or contingency (including the passage of time) that has not yet occurred.Theterms“BeneficiallyOwns,”“BeneficiallyOwned”and“BeneficialOwnership”haveacorrespondingmeaning.

“BeneficialOwnershipCertification”meansacertificationregardingbeneficialownership required by the BeneficialOwnership Regulation.

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

“BHCActAffiliate”ofapartymeansan“affiliate”(assuchtermisdefinedunder,andinterpreted in accordance with,12 U.S.C. 1841(k)) ofsuch party.

“Blocked Account”hasthemeaningascribedtheretoinSection6.13(a)(ii).

“BlockedAccount Agreement” hasthe meaningascribed theretoinSection 6.13(a)(ii).“BlockedAccountBank”meanseachbankwithwhomdepositaccountsaremaintained in whichany fundsof anyof theLoan Partiesfrom oneor moreDDAs areconcentrated andwithwhom aBlockedAccountAgreementhasbeen,orisrequiredtobe,executedinaccordancewiththetermshereof.

“Board”meanstheBoardofGovernorsoftheFederalReserveSystemoftheUnitedStates of America.

“BorrowerMaterials”hasthemeaningascribedtheretoinSection6.04.“Borrowers”meanstheParentBorrowerandtheSubsidiaryBorrowers,collectively.

“Borrowing”meansLoansofthesameType,madeonthesamedateand,inthecaseofEurodollar Rate Loans, asto which asingle Interest Period isin effect.

“Borrowing Base”means,atanytimeof calculation,anamountequalto:

(a)the lesser of (i) $50,000,000 and (ii) 100% of cash and Cash Equivalents that areeither held collectively in deposit accounts and securities accounts either (x) maintained with theAdministrative Agent or (y)

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that constitute Blocked Accounts or that otherwise are the subject ofa control agreement in favor of the Administrative Agent, subject to no other Liens(other thannon-consensual Liens and Liens permitted by clauses (a) and (bb)(i) and (iii) of Section 7.02);plus

(b)theCreditCardReceivablesComponent;plus

(c)theTradeReceivablesComponent;plus

(d)theInventoryComponent;plus

(e)theLetterofCreditComponent;minus

(f)thethenamountofallAvailabilityReserves.

“BorrowingBaseCertificate”hasthemeaningascribedtheretoinSection6.04(d).“BorrowingDate”meansanyBusinessDayspecifiedbytheBorrowersasadateon whichtheBorrowersrequeststherelevantLenderstomakeLoanshereunder.“Budget”hasthemeaningascribedtheretoinSection6.04(f).

“Business Day” means any day other than a Saturday, Sunday or other day on whichcommercial banks in New York City are authorized or required by law to close; provided that when usedin connection with a Eurodollar Rate Loan, the term “Business Day” also excludes any day on whichbanks are notopen for dealingsin deposits inthe Londoninterbank market.

“CapitalExpenditures”means,withrespecttoanyPersonforanyperiod,anyexpenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normalreplacementsandmaintenancewhichareproperlychargedtocurrentoperations)whichis,orshouldbein accordance with GAAP, reflected as a “capital expenditure” in a consolidated statement of cash flowsofsuchPersonfortheperiodinwhichsuchexpenditureoccurs,butexcluding(i)expendituresconstitutingreinvestmentofNetCashProceedspermittedbySection2.09(b)(ii)and(ii)leaseholdimprovementexpendituresfundeddirectlyorindirectlywithcashallowancesprovidedbylandlordsinthe ordinary course of business.

“Capital Lease Obligations” means, with respect to any Person, the obligations of suchPerson to pay rent or other amounts under any lease of (or other similar arrangement conveying the rightto use) real or personal property, or a combination thereof, which obligations are required to be classifiedand accounted for as capital leases on a balance sheet of such Person under GAAP and, for purposeshereof, the amount of such obligations at any time will be the capitalized amount thereof at such timedetermined in accordance with GAAP.

“CapitalStock”means:

(a)inthecaseofacorporation,corporatestock;

(b)inthecaseofanassociationorbusinessentity,anyandallshares,interests,participations, rightsorotherequivalents (howeverdesignated)ofcorporate stock;

(c)inthecaseofapartnershiporlimitedliabilitycompany,partnershipormembership interests (whether general orlimited); and

(d)anyotherinterestorparticipationthatconfersonaPersontherighttoreceiveashare ofthe profitsand lossesof, ordistributionsof assetsof, theissuing Person.

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“Captive Insurance Company” means a Wholly Owned Subsidiary of any Borrowercreated solely for providing self-insurance for the Borrowers and their Subsidiaries and engaging in noother activities other than activities ancillary thereto and necessary for the maintenance of corporateexistence.

“Cash Collateral Account” means a blocked non-interest-bearing account established byone or more of the Loan Parties with, and in the name of, the Administrative Agent, for its own benefitand the ratable benefit of the other Secured Parties, under the sole and exclusive dominion and control ofthe Administrative Agent, in the name of the Administrative Agent or as the Administrative Agent shallotherwisedirect,inwhichdepositsarerequiredtobemadein accordancewith Section2.09(b)(i),Section 2.24(a)or Section 8.03.

“Cash Collateralize” means, as to any Letter of Credit, to pledge and deposit with ordeliver to the Administrative Agent, for the benefit of the relevant Issuing Lender and the Lenders, ascollateral for the L/C Obligations, (i) cash or deposit balances in an amount equal to 103% of theaggregate amount available to be drawn under the applicable Letter of Credit pursuant to documentationinformandsubstancereasonablysatisfactorytotheAdministrativeAgentandtherelevantIssuing Lender, or (ii) a “backstop” letter of credit (a “Backstop LC”) in an amount equal to 100% of theaggregate amount available to be drawn under the applicable Letter of Credit pursuant to documentationin form and substance, and with a counterparty, reasonably satisfactory to the Administrative Agent andthe relevant Issuing Lender; provided that in the case of this clause (ii), the Administrative Agent or therelevant Issuing Lender may, at their discretion, demand at any time that such Backstop LC be funded orbereplacedwithanewBackstopLCwithrevisedtermsoradifferentcounterpartyreasonablysatisfactory to them, in each case upon a determination by the Administrative Agent or the relevantIssuing Lender, acting reasonably and in good faith, that the credit risk to the Lenders of the relevantBackstop LC issuer in respect of the relevant Letter of Credit has deteriorated in any material respect.“Cash Collateral”shallhave ameaning correlativeto theforegoing and shallinclude the proceeds ofsuch cashcollateralandother creditsupport.

“Cash Dominion Event” means either (i) the occurrence and continuance of any Event ofDefault or (ii) Excess Availability at any time is less than the greater of (A) 12.5% of the Line Cap at thetime of calculation, or (B) $12,500,000. For purposes of this Agreement, the occurrence of a CashDominion Event shall be deemed continuing (i) so long as such Event of Default has not been waived,and/or (ii) if the Cash Dominion Event arises pursuant to clause (ii) above, until Excess Availability hasexceededtheamountsrequiredpursuanttoclause(ii)ofthisdefinitionforthirty(30)consecutivedays,in which case a Cash Dominion Event shall no longer be deemed to be continuing for purposes of thisAgreement; provided that a Cash Dominion Event shall be deemed continuing (even if an Event ofDefault is no longer continuing and/or Excess Availability exceeds the required amount for thirty (30)consecutivedays)atalltimesafteraCashDominionEventhasoccurredandbeendiscontinuedon (5) five occasion(s) after the Amendment No. 4 Effective Date.

“Cash Equivalents”means:

(a)Dollars, Canadian dollars, Japanese yen, pounds sterling, euros or the nationalcurrency of any participating member of the European Union or, in the case of any ForeignSubsidiary, any local currencies held by it from time to time in the ordinary course of businessand not for speculation;

(b)directobligationsoftheUnitedStatesofAmericaoranymemberoftheEuropean Union or any agency thereof or obligations guaranteed by the United States of Americaor any member of the European Union or any agency thereof, in each case, with maturities notexceeding two years;

(c)time deposits, eurodollar time deposits, certificates of deposit and money marketdeposits, in each case, with maturitiesnotexceeding oneyearfrom the date of acquisitionthereof, and overnight bank deposits, in each case, with any commercial bank having capital,surplus and undivided profitsof not less than$250,000,000;

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(d)repurchaseobligationsforunderlying securitiesofthetypesdescribedinclauses (b) and(c)aboveandclause(f)belowenteredintowithabankmeetingthequalificationsdescribed in clause (c) above;

(e)commercial paper or variable or fixed rate notes maturing not more than one yearafter the date of acquisition issued by a corporation rated at least “P-1” by Moody’s or “A 1” byS&P(orreasonablyequivalentratingsofanotherinternationallyrecognizedratingagency);

(f)securities with maturities of two years or less from the date of acquisition issuedorfullyguaranteedbyanystate,commonwealthorterritoryoftheUnitedStatesofAmerica,or by any political subdivision or taxing authority thereof, having one of the two highest ratingcategories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of anotherinternationally recognized rating agency);

(g)Indebtedness issued by Persons (other than the Sponsors) with a rating of at least“A 2” by Moody’s or “A” by S&P (or reasonably equivalent ratings of another internationallyrecognized rating agency), in each case, with maturities not exceeding one year from the date ofacquisition, and marketable short-term money market and similar securities having a rating of atleast “P-2” or “A-2” from either Moody’s or S&P (or reasonably equivalent ratings of anotherinternationally recognized rating agency);

(h)Investments in money market funds with average maturities of 12 months or lessfromthedateofacquisitionthatarerated“Aaa3”byMoody’sand“AAA”byS&P(orreasonably equivalentratingsofanother internationallyrecognizedratingagency);

(i)instrumentsequivalenttothose referred to in clauses (a) through (h) abovedenominated in any foreign currency comparable in credit quality and tenor to those referred toabove customarily utilized in the countries where any such Restricted Subsidiary is located or inwhichsuchInvestmentismade;and

(j)shares of mutual funds whose investment guidelines restrict 95% of such funds’investments tothose satisfyingthe provisionsof clauses(a) through(i)above.

“Cash Management Bank” means any provider of Cash Management Services that, at thetimesuchCash ManagementObligations were entered into or, ifentered into priorto the AmendmentNo.4EffectiveDate,ontheAmendmentNo.4EffectiveDate,wastheAdministrativeAgent,aLenderor an Affiliate of the foregoing, whether or not such Person subsequently ceases to be the AdministrativeAgent, a Lender or an Affiliate of theforegoing.

“Cash Management Obligations” means obligations owed by any Loan Party to any CashManagement Bank in respect of or in connection with Cash Management Services and designated by theCash Management Bank and the Parent Borrower in writing to the Administrative Agent as “CashManagementObligations” under this Agreement.

“Cash Management Reserves” means such reserves as the Administrative Agent fromtimetotimedeterminesinitsreasonablediscretionasbeingappropriatetoreflectthereasonablyanticipated liabilities and obligations of the Parent Borrower and its Subsidiaries with respect to CashManagement Services then providedor outstanding.

“CashManagementServices”meansanytreasury,depository,pooling,netting,overdraft, stored value card, purchase card (including so called “procurement card” or “P-card”), debitcard, credit card, cash management, supply chain finance services (including, without limitation, tradepayable services and supplier accounts receivables purchases) and similar services and any automatedclearing house transfer of funds.

“Change in Law” means the occurrence, after the date of this Agreement, of any of thefollowing: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in anylaw,rule, regulation ortreaty orin the administration, interpretation orapplication thereofby anyGovernmental Authority or (c) the making or issuance of any request, guideline or directive (whether ornot having the force of law) by any Governmental Authority. For purposes

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of this definition (x) theDodd-FrankWallStreetReformandConsumerProtectionActandallrequests,rules,guidelinesordirectives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directivespromulgated by the Bank for International settlements, the Basel Committee on Banking Supervision (orany successor or similar authority) or the United States regulatory authorities, in each case pursuant toBasel III, are in each case deemed to have been adopted and to have taken effect after the date of thisAgreement.

“Change of Control” will bedeemed to occur if:

(a)atanytime,

(i)Holdings ceases to Beneficially Own, directly or indirectly, 100% of theissued and outstandingEquity Interestsof the ParentBorrower; or

(ii)a “change of control” (or comparable event) occurs under the Term LoanFacilityortheNewSeniorNotesIndentureorthedocumentationgoverninganyPermitted Refinancing Indebtedness in respect of any of the foregoing, in each case, ifany Indebtedness is outstanding undersuch agreement; or

(iii)amajorityoftheseats(otherthanvacantseats)ontheBoardofDirectorsofHoldingsshallat any time be occupied by persons who were not (A)nominated by or whose nomination was not approved by the Board of Directors ofHoldingsoraPermittedHolder,(B)appointedby directorssonominatedorapprovedor (C)appointedbyaPermittedHolder;

(b)at any time prior to the consummation of a Qualified IPO, the Permitted Holders,taken together, cease to Beneficially Own, directly or indirectly, Voting Stock representing 50%or more of the aggregate ordinary voting power represented by the issued and outstanding EquityInterests of Holdings (determined on a fully diluted basis but without giving effect to contingentvoting rights not yet vested); or

(c)at any time after the consummation of a Qualified IPO, any person or “group”(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act, but excluding anyemployee benefit plan of such Person and its subsidiaries and any Person or entity acting in itscapacity as trustee, agent or other fiduciary or administrator of any such plan), other than thePermittedHolders,acquiresBeneficialOwnershipofVotingStockofaParentEntityrepresenting (a) more than 35% of the aggregate ordinary voting power for the election ofdirectorsrepresentedbytheissuedandoutstandingEquityInterestsofsuchParentEntity(determined on a fully diluted basis but without giving effect to contingent voting rights that havenot yet vested) and (b) more than the percentage of the aggregate ordinary voting power for theelectionofdirectorsthatisatthetimeBeneficiallyOwned,directlyorindirectly,bythePermittedHolders,takentogether(determinedonafullydilutedbasisbutwithoutgivingeffectto contingent voting rights that havenot yet vested).

“ClosingDate” meansOctober 16,2012.

“Co-CollateralAgent”meansU.S.BankNationalAssociationinitscapacityasCo-Collateral Agent under this Agreement, or any successor co-collateral agent.

“Code”meanstheInternalRevenueCodeof1986,asamended.

“Collateral” means all of the property that is or is intended under the terms of theCollateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of theSecured Parties,including the“Collateral” referredto inthe CollateralDocuments.

“CollateralAccessAgreement”meansanagreementsubstantiallyintheformofExhibit J.

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“Collateral Documents” means, collectively, the Guarantee and Collateral Agreement,each of the collateral assignments, security agreements, pledge agreements or other similar agreementsdelivered to the Administrative Agent pursuant to Section 6.10, and each of the other agreements,instrumentsordocumentsthatcreatesorpurportstocreateaLieninfavoroftheAdministrativeAgentfor thebenefit of theSecured Parties.

“Commercial Letter of Credit” means any Letter of Credit issued for the purpose ofproviding the primary payment mechanism in connection with the purchase of any materials, goods orservices by anyBorrower inthe ordinary courseof businessof such Borrower.

“CommitmentFeeRate”means0.3750.25%perannum.

“Committed Loan Notice” means a notice of a Borrowing, which, if in writing, shall besubstantially in the form of Exhibit A-1 or such other form as may be approved by the AdministrativeAgent (including any form on an electronic platform or electronic transmission system as shall beapproved by the Administrative Agent), appropriately completed and signed by a Responsible Officer ofthe Parent Borrower.

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

“CompanyCompetitor”meansanycompetitoroftheParentBorrowerand/oranyofits Subsidiaries.

“Competitor Debt Fund Affiliate” means, with respect to any Company Competitor orany Affiliate thereof, any debt fund, investment vehicle, regulated bank entity or unregulated lendingentity (in each case, other than any Disqualified Institution or any Excluded Party) that is (i) primarilyengaged in, or advise funds or other investment vehicles that are engaged in, making, purchasing, holdingor otherwise investing in commercial loans and similar extensions of credit in the ordinary course ofbusiness for financial investment purposes and (ii) managed, sponsored or advised by any Person that iscontrolling, controlled by or under common control with the relevant Company Competitor or Affiliatethereof,butonlytotheextentthatnopersonnelinvolvedwiththeinvestmentintherelevantCompetitoror its Affiliates, or the management, control or operation thereof, (A) makes (or has the right to make orparticipate with others in making) investment decisions on behalf of, or otherwise cause the direction ofthe investment policies of, such debt fund, investment vehicle, regulated bank entity or unregulated entityor (B) has access to any information (other than information that is publicly available) relating to anyBorrower and/oranyentitythat formspartofits business(includinganyof itsSubsidiaries).

“Concentration Account” has the meaning ascribed thereto in Section 6.13(b).“ConsolidatedDebt”means,asofanydate,theaggregateoutstandingprincipalamount (withoutduplication)ofallIndebtedness(otherthanlettersofcreditorbankguarantees,totheextent undrawn)consistingofCapitalLeaseObligations,Indebtednessforborrowedmoney,andDisqualifiedStockoftheBorrowersandtheRestrictedSubsidiariesandallGuaranteesoftheforegoing,determined

onaconsolidatedbasisinaccordancewithGAAP,baseduponthemostrecentmonth-endfinancialstatementsavailableinternallyasofthedateofdetermination,andcalculatedonaProFormaBasis.

“ConsolidatedEBITDA”means,foranyperiod,theConsolidatedNetIncomeoftheBorrowers for such period:

(a)increased,ineachcasetotheextentdeductedincalculatingsuchConsolidatedNet Income (and without duplication), by:

(i)provision for taxes based on income, profits or capital, including state,franchise,exciseandsimilartaxesandforeignwithholdingtaxespaidoraccrued,including any penalties and interest relating to any tax examinations, and state taxes inlieu of business fees (including business license fees)

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and payroll tax credits, income taxcredits and similar tax credits, and including an amount equal to the amount of taxdistributions actually made to the holders of Equity Interests of the Borrowers or anyParent Entity in respect of such period (in each case, to the extent attributable to theoperations of the Borrowers and its Subsidiaries), which will be included as though suchamounts hadbeen paidas incometaxes directlyby theBorrowers;plus

(ii)ConsolidatedInterestExpense;plus

(iii)cash dividend payments (excluding items eliminated in consolidation) onany series of preferred stock or Disqualified Stock of any Borrower or any RestrictedSubsidiary;plus

(iv)alldepreciationandamortizationchargesandexpenses; plus

(v)all

(1)losses,chargesandexpensesrelatingtotheTransactions;

(2)transaction fees, costs and expenses incurred in connection with theconsummation ofany transaction thatis outofthe ordinary course of business(oranytransactionproposedbutnotconsummated)permittedunderthisAgreement, including equity issuances, investments, acquisitions, dispositions,recapitalizations, mergers, option buyouts and the incurrence, modification orrepaymentofIndebtednesspermittedtobeincurredunderthisAgreement(including any Permitted Refinancing Indebtedness in respect thereof) or anyamendments, waivers or other modifications under the agreements relating tosuch Indebtedness or similar transactions;and

(3)withoutduplicationofanyoftheforegoing,non-operatingornon-recurring professionalfees,costsandexpensesforsuchperiod;plus

(vi)any expense or deduction attributable to minority Equity Interests ofthird parties in any Restricted Subsidiary that is not a Wholly Owned Subsidiary of anyBorrower; plus

(vii)theamountofmanagement,monitoring,consulting,transactionandadvisoryfees(includingterminationfees)andrelatedindemnities,chargesandexpenses paidoraccruedtooronbehalfofanyParentEntityoranyofthePermittedHolders,ineach case, to theextent permitted bySection 7.07;plus

(viii)earn-outobligationsincurredinconnectionwithanyPermittedAcquisition or other Investment;plus

(ix)all charges, costs, expenses, accruals or reserves in connection with therollover, acceleration or payout of Equity Interests held by officers or employees of anyBorrower and all losses, charges and expenses related to payments made to holders ofoptions or other derivative Equity Interests in the common equity of any Borrower or anyParentEntityinconnectionwith,orasaresultof,any distributionbeing madetoequityholders of such Person or any of its direct or indirect parents, which payments arebeing made to compensate such option holders as though they were equityholders at thetime of, and entitled toshare in, such distribution;plus

(x)all non-cash losses, charges and expenses, including any write-offs orwrite-downs; provided that if any such non-cash charge represents an accrual or reserveforpotentialcashitemsinanyfuturefour-fiscalquarterperiod(i)theapplicableBorrower may determine not to add back such non-cash charge in the period for whichConsolidated EBITDA is being calculated and (ii) to the extent the applicable Borrowerdoes decide to add back such non-cash charge, the cash payment in respect thereof

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insuch future four-fiscal quarter period will be subtracted from Consolidated EBITDA forsuch future four-fiscal quarter period;

(xi)all costs and expenses in connection with pre-opening and opening ofstores,distributioncentersandotherfacilitiesthatwerenotalreadyexcludedincalculating such Consolidated Net Income; and

(b)decreased, without duplication and to the extent increasing such ConsolidatedNet Income for such period, by non-cash gains (excluding any non-cash gains that represent thereversal of any accrual of, or cash reserve for, anticipated cash charges that were deducted (andnot added back) in the calculation of Consolidated EBITDA for any prior period ending after theClosing Date).

To the extent items excluded in the calculation of Consolidated Net Income have beenexcluded on an after-tax basis, these same items shall be excluded on a pre-tax basis for purposes of thecalculation of Consolidated EBITDA.

“Consolidated Fixed Charge Coverage Ratio” means, at any date of determination, theratio of (a) (i) Consolidated EBITDA for the most recent period of four consecutive fiscal quarters forwhich Required Financial Statements have been delivered, calculated on a Pro Forma Basis, minus (ii)Unfinanced Capital Expenditures made in such period minus (iii) the aggregate amount of Federal, state,local and foreign income taxes paid in cash in such period to (b) the sum of (i) Debt Service Charges forsuch period plus (ii) the aggregate amount of all Restricted Payments paid in cash, in each case, of or bythe Parent Borrower and its Restricted Subsidiaries for such period, all as determined on a consolidatedbasis in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to the Parent Borrower and itsRestricted Subsidiaries for the most recent period of four consecutive fiscal quarters for which RequiredFinancialStatementshavebeen delivered, thesum of, without duplication: (i) the aggregate of theinterestexpenseoftheParentBorroweranditsRestrictedSubsidiariesforsuchperioddeterminedona

consolidatedbasisinaccordancewithGAAP(excludinganyaccrualsofdividendsonpreferredstockthatarenotpaidincashinsuchperiod,IndebtednessorDisqualifiedStock),including,withoutlimitation,(a)anyamortizationofdebtdiscount,(b)thenetcostsunderSwapContracts,(c)allcapitalized interest and (d) the interest portion of any deferred payment obligation; and (ii) the interestcomponent of capitalized lease obligations paid, accrued and/or scheduled to be paid or accrued by theParent Borrower and its Restricted Subsidiaries during such period as determined on a consolidated basisin accordance with GAAP.

“ConsolidatedNetIncome”means,withrespecttoanyPersonforanyperiod,theaggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period,calculated on a consolidated basis in accordance with GAAP (adjusted to reflect any charge, tax orexpense incurred or accrued by Holdings or any Parent Entity during such period attributable to theoperations of the Borrowers and their Subsidiaries as though such charge, tax or expense had beenincurred by any Borrower, to the extent that such Borrower has made or would be entitled under the LoanDocuments to make any Restricted Payment or other payment to or for the account of Holdings in respectthereof) and beforeany deductionfor preferredstock dividends; providedthat:

(a)all net after-tax extraordinary, nonrecurring or unusual gains, losses, income,expensesandcharges,andinanyeventincludingallrestructuring,severance,relocation,retention, consolidation, integration or other similar charges and expenses, contract terminationcosts,litigationcosts,excesspensioncharges,systemestablishmentcharges,start-uporclosureor transition costs, expenses related to any reconstruction, decommissioning, recommissioning orreconfigurationoffixedassetsforalternativeuses,fees,expensesorchargesrelatingtocurtailments or modifications to pension and post-retirement employee benefit plans, expensesassociatedwithstrategicinitiatives,facilitiesshutdownandopeningcosts,andanyfees,expenses,chargesor

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changeincontrolpayments(including any transition-relatedexpensesincurred before, on orafter the ClosingDate), will be excluded;

(b)all net after-tax income, loss, expense or charge from abandoned, closed ordiscontinued operations and any net after-tax gain or loss on the disposal of abandoned, closed ordiscontinued operations will be excluded;

(c)all net after-tax gain, loss, expense or charge attributable to business dispositionsand asset dispositions other than in the ordinary course of business (as determined in good faithby a ResponsibleOfficer of theParent Borrower) willbe excluded;

(d)allnetafter-taxincome,loss,expenseorchargeattributabletotheearlyextinguishmentorcancellationofIndebtedness,HedgeAgreementsorotherderivativeinstruments will be excluded;

(e)all non-cash gain, loss, expense or charge attributable to the movement in themark-to-marketvaluationofHedgeAgreementsorotherderivativeinstrumentswillbeexcluded;

(f)(i)thenetincomeforsuchperiodofanyPersonthatisnotaRestrictedSubsidiaryofthereferentPerson,orthatisaccountedforbytheequitymethodofaccounting,will be included only to the extent of the amount of dividends or distributions or other paymentsthat are paid in cash (or converted into cash) to the referent Person or a Restricted Subsidiarythereofin respectofsuch period;and (ii)thenetincomeforsuch period will include anyordinary course dividends, distributions or other payments in cash received from any such Personduring such periodin excessof the amountsincluded inclause (i) hereof;

(g)thecumulativeeffectofachangeinaccountingprinciplesduringsuchperiodwill be excluded;

(h)theeffectsofpurchaseaccounting,fairvalueaccountingorrecapitalizationaccounting adjustments (including the effects of such adjustments pushed down to the referentPerson and its Restricted Subsidiaries) resulting from the application of purchase accounting, fairvalueaccountingorrecapitalizationaccountinginrelationtoanyacquisitionconsummatedbefore or after the Closing Date, and the amortization, write-down or write-off of any amountsthereof, net of taxes, will be excluded;

(i)all non-cash impairment charges and asset write-ups, write-downs and write-offswill be excluded;

(j)all non-cash expenses realized in connection with or resulting from stock optionplans, employee benefit plans or agreements or post-employment benefit plans or agreements, orgrants or sales of stock, stock appreciation or similar rights, stock options, restricted stock,preferred stock or other similarrights will be excluded;

(k)any costs or expenses incurred in connection with the payment of dividendequivalent rights to option holders pursuant to any management equity plan, stock option plan oranyothermanagementoremployeebenefitplanoragreementorpost-employmentbenefitplanor agreement will be excluded;

(l)[reserved];

(m)all amortization and write-offs of deferred financing fees, debt issuance costs,commissions, fees and expenses and expensing of any bridge, commitment or other financingfees, will be excluded;

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(n)anycurrencytranslationgainsandlossesrelatedtochangesincurrencyexchangerates(includingremeasurementsofIndebtednessandanynetlossorgainresultingfrom Hedge Agreements for currency exchange risk), will be excluded;

(o)(a) the non-cash portion of “straight-line” rent expense will be excluded and (b)the cash portion of “straight-line” rent expense that exceeds the amount expensed in respect ofsuch rent expense will be included;

(p)expenses and lost profits with respect to liability or casualty events or businessinterruptionwillbedisregardedtotheextentcoveredbyinsuranceandactuallyreimbursed,or,so long as such Person has made a determination that there exists reasonable evidence that suchamount will in fact be reimbursed by the insurer, but only to the extent that such amount (i) hasnot been denied by the applicable carrier in writing and (ii) is in fact reimbursed within 365 daysof the date on which such liability was discovered or such casualty event or business interruptionoccurred (with a deduction for any amounts so added back that are not reimbursed within such365-day period);provided that any proceeds of such reimbursement when received will beexcluded from the calculation of Consolidated Net Income to the extent the expense or lost profitreimbursed was previouslydisregarded pursuant tothis clause (p);

(q)losses,chargesandexpensesthatarecoveredbyindemnificationorotherreimbursement provisions in connection with any asset disposition will be excluded to the extentactuallyreimbursed,or,solongassuchPersonhasmadeadeterminationthatareasonablebasis exists for indemnification or reimbursement, but only to the extent that such amount is in factindemnified or reimbursed within 365 days of such determination (with a deduction in theapplicable future period for any amount so added back to the extent not so indemnified orreimbursed within such 365 days);

(r)(a) cash costs and expenses in connection with pre-opening and opening ofstores, distribution centers and other facilities for any four-quarter period, and all non-cashpre-opening costs and expenses, will be excluded, and (b) all income, loss, charges and expensesassociated with stores, distribution centers and other facilities closed in any period, or scheduledfor closure within 12 months of the date on which Consolidated Net Income is being calculated,will be excluded; and

(s)non-cash charges for deferred tax asset valuation allowances will be excluded.

“ConsolidatedSecuredNetDebt”means,asofanydate,allConsolidatedDebtasof suchdatethatissecuredbyaLienontheCollateral,minusallUnrestrictedCashasofsuchdate,ineach case, determined based upon the most recent month-end financial statements available internally as of thedate of determination, and calculated on a Pro Forma Basis; provided that for purposes of calculating theamount of Consolidated Secured Net Debt with respect to any Indebtedness being incurred in reliance oncompliancewithanyfinancialratio-basedincurrencetest,UnrestrictedCashwillnotincludeanyproceeds received from such Indebtedness.

“ConsolidatedTotalAssets”means,asofanydate,thetotalassetsoftheParentBorrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, determinedbaseduponthemostrecentmonth-endfinancialstatementsavailableinternallyasofthedateofdetermination, and calculated on a ProForma Basis.

“Contribution Indebtedness” has the meaning assigned to such term in Section 7.01(p).“Control”meansthepossession,directlyorindirectly,ofthepowertodirectorcausethe directionofthemanagementorpoliciesofaPerson,whetherthroughtheownershipofvotingsecurities, bycontractorotherwise,andtheterms“Controlling”and“Controlled”willhavecorrelativemeanings.

“Conversion/Continuation Notice” means a notice of (a) a conversion of Loans from oneTypetotheother,or(b)acontinuationofEurodollarRateLoans,pursuanttoSection2.05(a),which,ifin writing, shall be substantially in the form ofExhibitA-2.

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“Cost” means the calculated cost of purchases, based upon the Borrowers’ accountingpractices, known to the Administrative Agent, which practices are in effect on the Amendment No. 4Effective Date as such calculated cost is determined from invoices received by the Borrowers, theBorrowers’purchasejournalsortheBorrowers’stockledger.“Cost”doesnotincludeinventorycapitalizationcosts(otherthancapitalizeddistributioncosts)orothernon-purchasepricecharges(suchas freight) used inthe Borrowers’ calculation ofcost of goods sold.

“Covenant Compliance Event” means that Excess Availability at any time is less than thegreater of (a) ten (10%) percent of the Line Cap or (b) $10,000,000. For purposes hereof, the occurrenceof a Covenant Compliance Event shall be deemed continuing until Excess Availability has exceeded theamounts set forth above for thirty (30) consecutive days, in which case a Covenant Compliance Eventshallnolongerbedeemedtobecontinuing forpurposesofthisAgreement.Thetermination of aCovenantComplianceEventasprovidedhereinshallinnoway limit,waiveordelay theoccurrenceofa subsequentCovenantComplianceEventintheeventthattheconditionssetforthinthisdefinitionagainarise.

“Covered Entity” means any of the following:(i) a “covered entity” as that term isdefinedin,andinterpretedinaccordancewith,12C.F.R.§252.82(b);(ii)a“coveredbank”asthattermis defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that termis defined in, andinterpreted in accordancewith, 12 C.F.R.§ 382.2(b).

“CoveredParty”hasthemeaningascribedtheretoinSection11.22.

“CreditCard Advance Rate” means 90%.

“Credit Card Receivables Component” means the face amount of Eligible Credit CardReceivables multiplied bythe CreditCard Advance Rate.

“Credit Extension” means the making of a Loan or the issuance of a Letter of Credit by aLender or Issuing Lender, as the case may be.

“Cure Amount” has the meaning ascribed thereto in Section 8.02.“CureRight”hasthemeaningascribedtheretoinSection8.02.

“Customer Credit Liabilities” means, at any time, the aggregate remaining value at suchtime of (a) outstanding gift certificates and gift cards sold by the Borrowers entitling the holder thereof touse all or a portion of the certificate or gift card to pay all or a portion of the purchase price for anyInventory, and (b)outstanding merchandisecredits issued bythe Borrowers.

“Customs Broker Agreement” means an agreement in substantially the form attachedheretoasExhibitKamongtheapplicableBorrower,acustomsbrokerorothercarrier,andtheAdministrative Agent, in which the customs broker or other carrier acknowledges that it has control overandholdsthedocumentsevidencingownershipofthesubjectInventoryforthebenefitoftheAdministrative Agent and agrees, upon notice from the Administrative Agent, to hold and dispose of thesubjectInventory solely as directed by theAdministrative Agent.

“DDA” means each checking or other demand deposit account maintained by any of theLoan Parties. All funds in each DDA shall be conclusively presumed to be Collateral and proceeds ofCollateral and the Administrative Agent and the Lenders shall have no duty to inquire as to the source ofthe amounts ondeposit in any DDA.

“DebtRepresentative”means,withrespectto any Indebtedness that is secured on ajuniorbasistotheLoans,thetrustee,administrativeagent,collateralagent,securityagentorsimilaragent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred orotherwise obtained,as thecase maybe,and eachof theirsuccessors insuchcapacities.

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“Debt Service Charges” means, for any period of four consecutive fiscal quarters forwhich Required Financial Statements have been delivered, the sum of (a) Consolidated Interest Expensepaidincashorrequiredtobepaidincashforsuchperiod,plus(b)principalpaymentsmadeorrequiredto be made on account of Indebtedness (excluding the Obligations and any principal payments made withthe proceeds of Permitted Refinancing Indebtedness or with the proceeds of Indebtedness under the TermLoan Facility, butincluding, without limitation, any “synthetic lease” obligations) for such period, ineach case determined in accordance with GAAP.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all otherliquidation,conservatorship,bankruptcy,assignmentforthebenefitofcreditors,moratorium,rearrangement,receivership,insolvency,reorganization,orsimilardebtor relief Laws of the UnitedStates or other applicable jurisdictions from time to time in effect and affecting the rights of creditorsgenerally.

“Default” means any event or condition that constitutes an Event of Default or that, withthe giving ofany notice, thepassage oftime, or both,would bean Event ofDefault.

“Default Rate” means (a) when used with respect to Obligations other than Letter ofCreditFees,aninterestrateequalto(i)theBaseRateplus(ii)theApplicableMargin,ifany,applicableto Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar RateLoan, the Default Rate shallbe an interestrate equal to the interest rate (including any ApplicableMargin)otherwiseapplicabletosuchLoanplus2%perannum and(b)whenusedwithrespecttoLetterof Credit Fees, a rate equal to the applicable percentage set forth in Section 2.18(a) for Standby Letters ofCredit or Commercial Letters ofCredit, as applicable, plus 2%per annum.

“Default Right” has the meaning assigned to that term in, and shall be interpreted inaccordance with, 12 C.F.R.§§ 252.81, 47.2 or382.1, as applicable.

“Defaulting Lender” means, subject to Section 2.24(b), any Lender that (a) has failed toperform any of its funding obligations hereunder, including in respect of its Loans or participations inrespect of Letters of Credit or Swing Line Loans, within one Business Day of the date required to befunded by it hereunder, (b) has notified the Parent Borrower, or the Administrative Agent that it does notintend to comply with its funding obligations or has made a public statement to that effect with respect toits funding obligations hereunder or under other agreements in which it commits to extend credit, (c) hasfailed, within three Business Days after a request by the Administrative Agent, to confirm in a mannersatisfactory to the Administrative Agent that it will comply with its funding obligations or (d) has, or hasa direct or indirect parent company that has, (i) become the subject of a proceeding under any DebtorRelief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors orsimilarPersonchargedwithreorganizationorliquidationofitsbusinessoracustodianappointedforit,or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in anysuch proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtueof the ownership or acquisition of any equity interest in that Lender or any direct or indirect parentcompanythereof byaGovernmentalAuthority.

“Designated Jurisdiction” means any country or territory to the extent that such countryor territoryitselfisthesubject of anySanction.

“DesignatedNon-CashConsideration”meansthefairmarketvalueofnon-cashconsideration received by the Parent Borrower or any Restricted Subsidiary in connection with an AssetSale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a ResponsibleOfficer of the Parent Borrower setting forth the basis of such valuation, less the amount of cash or CashEquivalentsreceivedinconnectionwithasubsequentsaleofsuchDesignatedNon-CashConsideration.

“Disinterested Director” means, with respect to any Person and transaction, a member ofthe Board of Directors of such Person who does not have any material direct or indirect financial interestinor with respect tosuch transaction.

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“DisqualifiedInstitution”means:

(a)(i)anyPersonidentifiedinwritingtotheJointLeadArrangersandtheAdministrative Agent on July 27, 2020, (ii) any Person that is identified in writing to the Joint LeadArrangers and the Administrative Agent after July 27, 2020 and prior to the Amendment No. 4 EffectiveDate, if the disqualification of such Person is reasonably acceptable to the Joint Lead Arrangers, (iii) anyAffiliate of any Person described in clauses (i) and/or (ii) above that is reasonably identifiable as anAffiliate of such Person solely on the basis of such Affiliate’s name and (iv) any other Affiliate of anyPersondescribedinclauses(i),(ii)and/or(iii)abovethatisidentifiedinawrittennoticetotheJointLead Arrangers (or, after the Amendment No. 4 Effective Date, the Administrative Agent) after August13, 2020 (each such person, a “Disqualified Lending Institution”); it being understood that the ParentBorrower may withhold its consent to any Person that is known by it to be an Affiliate of a DisqualifiedLending Institution regardless of whether such Person is reasonably identifiable as an Affiliate of suchPerson solely on the basis of suchAffiliate’s name;

(b)(i) any Company Competitor and/or any Affiliate of any Company Competitor(other than a Competitor Debt Fund Affiliate), in each case, who have been identified to the Joint LeadArrangers and the Administrative Agent in writing on July 27, 2020 (or, after the Amendment No. 4EffectiveDate,identifiedinwritingtotheAdministrativeAgent),(ii)anyAffiliate(otherthanaCompetitorDebtFundAffiliate)ofanyPersondescribedinclause(i)abovethatisreasonablyidentifiable as an Affiliate of such Person solely on the basis of such Affiliate’s name and (iii) any otherAffiliate of any Person described in clauses (i) and/or (ii) above (other than a Competitor Debt FundAffiliate) that is identified in a written notice to the Joint Lead Arrangers (or, after the Amendment No. 4EffectiveDate,theAdministrativeAgent)afterJuly 27,2020;itbeing understoodthattheParentBorrower may withhold its consent to any Person that is known by it to be an Affiliate of a CompanyCompetitor regardless of whether such Person is reasonably identifiable as an Affiliate of such Personsolely on the basis of such Affiliate’sname; and/or

(c)any Affiliate or representative of the Joint Lead Arrangers or the AdministrativeAgent that is engaged as a principal primarily in private equity, mezzanine financing or venture capitalthatisidentifiedinwritingtousonorpriortothedatehereof(eachsuchperson,an“ExcludedParty”);

provided that no written notice delivered pursuant to clauses (a)(ii), (a)(iv), (b)(i) and/or (b)(iii) aboveshallapplyretroactivelytodisqualifyanyPersonthathaspreviouslyacquiredanassignmentorparticipation hereunder prior to thedelivery of such notice.

“Disqualified Lending Institution” has the meaning ascribed thereto in the definition ofthe term “Disqualified Institution”.

“Disqualified Stock” means, with respect to any Person, any Equity Interests of suchPerson that, by their terms (or by the terms of any security or other Equity Interests into which they areconvertibleorforwhichtheyareredeemableorexchangeableattheoptionoftheholderthereof),orupon the happening of any event or condition:

(1)mature or are mandatorily redeemable (other than solely for Qualified EquityInterests), pursuant to a sinking fund obligation or otherwise (except as a result of achange of control or asset sale so long as any rights of the holders thereof upon theoccurrenceofachangeofcontrolorassetsalearesubjecttothepriorrepaymentinfulloftheLoansandallotherObligationsthatareaccruedandpayableandtheterminationoftheRevolvingCreditCommitments);

(2)are redeemable at the option of the holder thereof (other than solely for QualifiedEquity Interests), in whole or in part;

(3)provideforthescheduledpaymentsofdividendsincash;or

(4)eithermandatorilyorattheoptionoftheholdersthereof,areorbecomeconvertible into or exchangeable for Indebtedness or any other Equity Interests thatwould constitute Disqualified Stock,

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in each case, priorto the date thatis 91 days afterthe earlierof(x)the Revolving Credit TerminationDate; and (y) the date on which the Loans and all other Obligations (other than Obligations in respect ofcontingent indemnification and reimbursement obligations that are not yet due and payable and for whichno claim has been asserted) are repaid in full and the Revolving Credit Commitments are terminated;provided that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are soconvertibleorexchangeableoraresoredeemableattheoptionoftheholderthereofpriortosuchdatewill be deemed to be Disqualified Stock; provided, further, that if such Equity Interests are issued to anyemployeeortoanyplanforthebenefitofemployeesofHoldingsoritsSubsidiariesorbyanysuchplantosuchemployees,suchEquityInterestswillnotconstituteDisqualifiedStocksolelybecausetheymayberequired to berepurchased by Holdingsor any of its Subsidiaries in order to satisfy applicablestatutory or regulatory obligations or as a result of such employee’s termination, death or disability; andprovided,further,that any class of Equity Interests of such Person that by its terms authorizes suchPerson to satisfy its obligations thereunder by delivery of Equity Interests that is not Disqualified Stockwill not be deemed to be Disqualified Stock.

“Dividing Person” has the meaning assigned to it in the definition of “Division.”

“Division”meansthedivisionoftheassets,liabilitiesand/orobligationsofaPerson(the “DividingPerson”)amongtwoormorePersons(whetherpursuanttoa“planofdivision”orsimilar arrangement), which may or may not include the Dividing Person and pursuant to which the DividingPersonmayormaynotsurvive.

“Dollar” and“$” meanslawfulmoney ofthe UnitedStates.

“DomesticSubsidiary”means any Subsidiary of any Borrower that is organized underthe laws of the United States, any state thereof or the District of Columbia, and “Domestic Subsidiaries”means any two ormoreofthem.Unless otherwise indicated in this Agreement, all references toDomestic Subsidiaries willmean Domestic Subsidiariesof anyBorrower.

“EEAFinancialInstitution”means(a)anycreditinstitutionorinvestmentfirmestablished in any EEA Member Country which is subject to the supervision of an EEA ResolutionAuthority, (b) any entity established in an EEA Member Country which is a parent of an institutiondescribed in clause (a) of this definition, or (c) any financial institution established in an EEA MemberCountry which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and issubject toconsolidatedsupervision with itsparent.

“EEAMemberCountry”meansanyofthememberstatesoftheEuropeanUnion,Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any Personentrusted with public administrative authority of any EEA Member Country (including any delegee)having responsibility forthe resolution ofany EEA FinancialInstitution.

“Eligible Assignee” means any Person that meets the requirements to be an assigneeunder Sections 11.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section11.06(b)(iii)).

“Eligible Credit Card Receivables” means Accounts due to a Borrower on a non-recoursebasisfromVisa,Mastercard,AmericanExpressCompany,Discover,andothermajorcreditcardprocessors,ineachcaseacceptabletotheAdministrativeAgentinitsreasonablediscretion,asariseintheordinarycourseofbusiness,whichhavebeenearnedby performance,andaredeemedby theAdministrative Agent in its reasonable discretion to be eligible for inclusion in the calculation of theBorrowing Base. Without limiting the foregoing, none of the following shall be deemed to be EligibleCredit Card Receivables:

(a)Accounts due from major credit card processors that have been outstanding formore than five (5) BusinessDays from the date ofsale;

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(b)AccountsduefrommajorcreditcardprocessorswithrespecttowhichaBorrower does not have good, valid and marketable title, free and clear of any Lien (other thanLiens granted to the Administrative Agent for the benefit of the Secured Parties and Liens infavorof the Term Loan AdministrativeAgent permitted by Section 7.02(b));

(c)Accounts due from major credit card processors that are not subject to a firstpriority security interest in favor of the Administrative Agent for the benefit of the SecuredParties (it being the intent that chargebacks in the ordinary course by the credit card processorsshall not be deemed violative of thisclause(c));

(d)Accounts due from major credit card processors which are disputed, are withrecourse, or with respect to which a claim, counterclaim, offset or chargeback has been asserted(to the extent ofsuch claim, counterclaim,offset or chargeback);

(e)Accounts due from major credit card processors as to which the credit cardprocessor has the right under certain circumstances to require a Borrower to repurchase theAccounts from such credit card processor;

(f)Accountsduefrom anyPersononaccountofanyprivatelabelcreditcardreceivables of a Borrower inthe name of such Person;or

(g)Accounts due from major credit card processors which the Administrative Agentdetermines initsreasonable discretion tobe uncertain ofcollection.

“Eligible In-Transit Inventory” means, as of any date of determination thereof, withoutduplicationof other Eligible Inventory, Inventory:

(a)which has been shipped (i) from a foreign location for receipt by a Borrowerwithin sixty (60) days of the date of shipment, or (ii) from a domestic location for receipt by aBorrower within fifteen (15) days of the date of shipment, but, in either case, which has not yetbeen delivered to such Borrower;

(b)for which the purchase order is in the name of a Borrower and title has passed tosuch Borrower;

(c)for which an Acceptable Document of Title has been issued and, in the case ofInventory shipped from a foreign location of a Borrower, as to which the Administrative Agenthas control over the documents of title which evidence ownership of the subject Inventory byvirtue of either (i) the Administrative Agent’s actual possession of such documents of title or (ii)the receipt of a Customs Broker Agreement with each of such Borrower’s customs brokers andfreight forwarders;

(d)whichisinsuredinaccordancewiththetermsofthisAgreement;and

(e)whichotherwisewouldconstituteEligibleInventory;

providedthattheAdministrativeAgentmay,initsreasonablediscretion,excludeanyparticularInventory from the definition of “Eligible In-Transit Inventory” in the event the Administrative Agentdetermines that such Inventory is subject to any Lien (other than Permitted Liens described in clauses (a),(b), (l) and (w) of Section 7.02).

“EligibleInventory”means,asofthedateofdeterminationthereof,withoutduplication, (i) Eligible In-Transit Inventory and (ii) items of Inventory of a Borrower that are (i) raw materials or (ii)finished goods, merchantable and readily saleable to the public in the ordinary course deemed by theAdministrative Agent in its reasonable discretion to be eligible for inclusion in the calculation of theBorrowing Base, in each case that, except as otherwise agreed by the Administrative Agent, complieswith each of the representations and warranties respecting Inventory made by the

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Borrowers in the LoanDocuments, and that is not excluded as ineligible by virtue of one or more of the criteria set forth below.The following items ofInventory shall notbe included inEligible Inventory:

(a)InventorythatisnotsolelyownedbyaBorrower;

(b)Inventory that is leased by or is on consignment to a Borrower or to which aBorrower does not have good and valid title;

(c)Inventory (other than Eligible In-Transit Inventory or Inventory which is thesubject of an Eligible Letter of Credit) that is not (i) located in the United States of America(excluding territories or possessions of the United States) or (ii) at a location that is owned orleasedby aBorrower,except, with respect to this clause (ii) only, to the extent that suchBorrower has furnished the Administrative Agent with (A) any UCC financing statements orother documents that the Administrative Agent may determine to be necessary to perfect itssecurity interest in such Inventory at such location, and (B) if the value of the Inventory at alocation is greater than $1,500,000, a Collateral Access Agreement executed by the Personowning suchlocationon termsreasonablyacceptableto theAdministrativeAgent;

(d)Inventorythatiscomprisedofgoodswhich(i)aredamaged,defective,“seconds,” or otherwise unmerchantable, (ii) are to be returned to the vendor, (iii) are obsolete orslow moving, or custom items, work in process, or that constitute spare parts, promotional,marketing, packaging and shipping materials or supplies used or consumed in a Borrower’sbusiness or that are raw materials consisting of cartons or components, (iv) are not in compliancewithallstandardsimposedbyanyGovernmentalAuthorityhavingregulatoryauthorityoversuch Inventory,itsuseorsale,(v)thatisvendorservicedmerchandisenotreflectedinthestockledger, or (vi) are bill and hold goods;

(e)Inventory that is not subject to a perfected first-priority security interest in favorof the Administrative Agent for its own benefit and the ratable benefit of the other SecuredParties;

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

(g)InventorythatisnotinsuredincompliancewiththeprovisionsofSection6.02 hereof;

(h)Inventory that has been sold but not yet delivered or as to which a Borrower hasaccepted a deposit;

(i)Inventory that is subject to any licensing, patent, royalty, trademark, trade nameor copyright agreement with any third party from which the Parent Borrower or any of itsRestrictedSubsidiarieshasreceivednoticeofadisputeinrespectofanysuchagreement;or

(j)Inventory acquired in an acquisition permitted under Section 7.04, unless (i) theacquired Inventory has an aggregate Cost of less than $2,000,000 and (ii) in the case of acquiredInventory with an aggregate Cost of greater than $2,000,000, the Administrative Agent hascompleted or received (A) an appraisal of such Inventory from appraisers satisfactory to theAdministrativeAgent,establishesanInventoryAdvanceRateandInventoryReserves(ifapplicable)therefor,andotherwiseagreesthatsuchInventoryshallbedeemedEligibleInventory, and (B) such other due diligence as the Administrative Agent may require, all of theresults oftheforegoing tobe reasonablysatisfactoryto theAdministrativeAgent.

“Eligible Letter of Credit” means, as of any date of determination thereof, a CommercialLetterofCreditwhichsupportsthepurchaseofInventory,(i)whichInventory does not constituteEligible In-Transit Inventory and for which no documents of title have then been issued, (ii) whichInventory otherwise would constitute Eligible Inventory, (iii) which Commercial Letter of Credit has anexpiry within sixty (60) days of the date of initial issuance of such Commercial Letter of Credit, (iv)which Commercial Letter of Credit provides that it may be drawn only after the Inventory is completedandafteranAcceptableDocumentofTitlehasbeenissuedforsuchInventoryreflectinga

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Borrowerorthe Administrative Agent as consignee of such Inventory and (v) which will constitute Eligible In-TransitInventory upon satisfaction of the requirements of clause (iv) hereof; provided that the AdministrativeAgent may, in its reasonable discretion, exclude any particular Inventory from the definition of “EligibleLetter of Credit” in the event the Administrative Agent determines that such Inventory is subject to anyLien (otherthan PermittedLiensdescribed inclauses(a), (b),(l)and (w)ofSection 7.02).

“Eligible Trade Receivables” means Accounts arising from the sale of a Borrower’sInventory which arise in the ordinary course of business, which have been earned by performance. Noneof the following shallbe deemed to beEligible Trade Receivables:

(a)Accountsthatarenotevidencedbyaninvoice;

(b)Accounts that have been outstanding for more than sixty (60) days from therelevant invoice due dateor ninety (90)days from invoice date;

(c)Accounts due from any account debtor with respect to which more than fiftypercent (50%) of the aggregate dollar amount of all outstanding invoices to such account debtorare accounts described in clause(b) above.

(d)Accounts to an account debtor whose total obligations owing to a Borrowerexceedtwentypercent(20%)intheaggregateoftheBorrowers’EligibleTradeReceivables;

(e)Accountswhicharepre-billedorarisefromprogressbillings;

(f)Accountswith respectto which aBorrowerdoesnothave good, valid andmarketabletitlethereto,freeandclearofanyLien(otherthanLiensgrantedtotheAdministrative Agent, for its benefit and the benefit of the Secured Parties, pursuant to theCollateral Documents and Lienspermitted byclause(b)of Section 7.02);

(g)Accounts which are disputed or with respect to which a claim, counterclaim,offsetorchargeback hasbeen asserted,butonly to theextentofsuch dispute, counterclaim,offset or chargeback;

(h)Accountswhichariseoutofanysalemadenotintheordinarycourseofbusiness, made on a basis other than upon credit terms usual to the business of a Borrower or arenot payable in Dollars;

(i)Accountswhichareowedbyanyaccountdebtorwhoseprincipalplaceofbusiness isnot within thecontinentalUnited States;

(j)Accounts which are owed by any Affiliate, employee, officer or director of aBorrower;

(k)Accounts for which all consents, approvals or authorizations of, or registrationsor declarations required to be obtained, effected or given in connection with the performance ofsuch Account by the account debtor or in connection with the enforcement of such Account bythe Administrative Agent have not been duly obtained, effected or given and are not in full forceandeffect;

(l)Accounts due from an account debtor which is the subject of any bankruptcy orinsolvency proceeding, has had a trustee or receiver appointed for all or a substantial part of itsproperty,hasmadeanassignmentforthebenefitofcreditorsorhassuspendeditsbusiness;

(m)Accounts due from any Governmental Authority except to the extent that thesubjectaccountdebtoristhefederalgovernmentoftheUnited States of America and hascompliedwith the Federal Assignment of Claims Act of 1940;

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(n)Accounts (i) owing from any Person that is also a supplier to or creditor of theParent Borrower or any of its Restricted Subsidiaries unless such Person has waived any right ofsetoff in a manner acceptable to the Administrative Agent or (ii) representing any manufacturer’sorsupplier’scredits, discounts, incentive plans or similar arrangements entitling the ParentBorroweroranyofitsRestrictedSubsidiariestodiscountsonfuturepurchasetherefrom;

(o)Account arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return,saleonapprovalorconsignmentbasisorsubjecttoanyrightofreturn,setofforchargeback;or

(p)AccountswhichtheAdministrativeAgentdeterminesinitsreasonablediscretionto be unacceptable for borrowing.

“Environment” means ambient and indoor air, surface water and groundwater (includingpotable water, navigable water and wetlands), the land surface or subsurface strata, and natural resourcessuch as flora and fauna.

“EnvironmentalLaws”meansallapplicablelaws(including commonlaw),statutes,rules, regulations, codes, ordinances, orders, binding agreements and final, binding decrees or judgments,in each case, promulgated or entered into by or with any Governmental Authority, relating in any way tothe Environment, preservation or reclamation of natural resources, the generation, management, Releaseor threatened Release of, or exposure to, any Hazardous Material or to occupational health and safetymatters (tothe extentrelatingto theEnvironment orexposureto HazardousMaterials).

“Environmental Liability” means any liability, contingent or otherwise (including anyliability for damages, costs of environmental remediation, fines, penalties or indemnities) directly orindirectlyresultingfromorbasedupon(a)violationofanyEnvironmentalLaworEnvironmentalPermit, (b) thegeneration,use,handling,transportation,storage,treatmentordisposalofanyHazardousMaterials,(c)exposuretoanyHazardousMaterials,(d)theReleaseorthreatenedReleaseofanyHazardous Materials into the indoor or outdoor Environment or (e) any contract, agreement or otherconsensualarrangementpursuanttowhichliabilityisassumed,retainedorimposedwithrespecttoanyof the foregoing.

“EnvironmentalPermit”meansanypermit,approval,registration,exemption,identification number, license, franchise, concession, grant or other authorization pursuant to or requiredunderany Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of(or other ownership or profit interests in) such Person, all of the warrants, options or other rights for thepurchase or acquisition from such Person of shares of capital stock of (or other ownership or profitinterests in) such Person, all of the securities convertible into or exchangeable for shares of capital stockof (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase oracquisition from such Person of such shares (or such other interests), and all of the other ownership orprofitinterestsinsuchPerson(includingpartnership,memberortrustintereststherein),whethervotingor nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstandingon any date of determination; provided that Equity Interests shall not include any debt securities that areconvertible or exchangeable forany of theforegoing Equity Interests.

“Equity Investors” means the Sponsors, any member of management and any otherequity holders of the outstanding Equity Interests of the Parent Borrower or its direct or indirect parentcompany on the Closing Date (and, in the case of any management equity holder, any such managementequity holder after the Closing Date).

“ERISA”meanstheEmployeeRetirementIncomeSecurityActof1974,asthesamemay beamended from time to time, and any finalregulations promulgated and therulingsissuedthereunder.

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“ERISAAffiliate”meansany tradeorbusiness(whetherornotincorporated)that,togetherwithHoldingsoranyofitsSubsidiaries,istreatedasasingleemployerunderSection414(b)or (c) oftheCodeor,solelyforpurposesofSection302ofERISAandSection412oftheCode,istreatedas a single employer under Section 414 of the Code.

“ERISAEvent”means:

(a)aReportableEvent,or the requirements of Section 4043(b) of ERISA apply,with respect to a Plan;

(b)a withdrawal by Holdings or any of its Subsidiaries or, to the knowledge ofHoldings or the Parent Borrower, any ERISA Affiliate from a Plan subject to Section 4063 ofERISAduringaplanyearinwhichitwasasubstantialemployer(asdefinedinSection4001(a)(2)ofERISA) or a cessation of operations by Holdings or any of its Subsidiaries or, tothe knowledge of Holdings or the Parent Borrower, any ERISA Affiliate that is treated as atermination under Section 4062(e) of ERISA;

(c)a complete or partial withdrawal by Holdings or any of its Subsidiaries or, to theknowledge of Holdings or the Parent Borrower, any ERISA Affiliate from a Multiemployer Plan,receipt of written notification by Holdings or any of its Subsidiaries or, to the knowledge ofHoldings or the Parent Borrower, any ERISA Affiliate concerning the imposition of WithdrawalLiability orwrittennotificationthataMultiemployerPlan is, or is expected to be, insolventwithinthemeaningofTitleIVofERISAorendangeredorincriticalstatuswithinthemeaningofSection305 of ERISA;

(d)theprovisionbyaPlanadministratororthePBGCofnoticeofintenttoterminateaPlan,toappointatrusteetoadministeraPlan,thetreatmentofaPlanorMultiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA or thecommencementof proceedingsby the PBGCto terminatea Plan orMultiemployer Plan;

(e)the incurrence by Holdings or any of its Subsidiaries or, to the knowledge ofHoldings or the Parent Borrower, any ERISA Affiliate of any liability under Title IV of ERISAwith respect to the termination of any Plan or Multiemployer Plan, other than for the payment ofplan contributionsorPBGCpremiumsduebutnotdelinquentunderSection 4007ofERISA;

(f)the application for a minimum funding waiver under Section 302(c) of ERISAwith respect to a Plan;

(g)theimpositionofalienunderSection303(k)ofERISAwithrespecttoanyPlan; and

(h)adeterminationthatanyPlanisin“atrisk”status(withinthemeaningofSection303ofERISA).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule publishedby theLoan MarketAssociation(or anysuccessor person),asin effectfromtime totime.

“EurodollarRate”meansthehigherof:

(i)theLIBOR Floor;

(ii)(a)for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annumequal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or anyother Person that takes over the administration of such rate) for U.S. Dollars for a period equal in lengthto such Interest Period (“LIBOR”) as published on the applicable Bloomberg screen page (or such othercommercially available source providing such quotations as may be designated by the AdministrativeAgent from time to time) at approximately 11:00 a.m., London

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time, two Business Days prior to thecommencement of such Interest Period, for Dollar deposits (for delivery on the first day of such InterestPeriod) with a term equivalentto such Interest Period; and

(b)for any interest calculation with respect to a Base Rate Loan on any date, the rateper annum equal to LIBOR, at or about 11:00 a.m., London time determined two London Banking Daysprior to such datefor U.S. Dollardeposits with a termof one monthcommencing that day.

“EurodollarRateLoan”meansaLoanthatbearsinterestataratebasedontheEurodollar Rate.

“EventofDefault”hasthemeaningascribedtheretoin Section8.01.

“ExcessAvailability”means,asofanydateofdeterminationthereof,theresultof:

(a)the Line Capminus

(b)theTotalRevolvingExtensionsofCredit.

“ExchangeAct” means the Securities Exchange Actof 1934, as amended.

“Excluded Contributions” means, as of any date, the aggregate amount of the net cashproceeds and Cash Equivalents, together with the aggregate fair market value (determined in good faithby a Responsible Officer of the Parent Borrower) of other assets that are used or useful in a businesspermitted underSection 7.08,received bythe Borrowersafterthe ClosingDate from:

(1)contributionstoitscommonequitycapital;or

(2)thesaleofCapitalStockofanyBorrower;

ineachcase,designatedasExcludedContributionspursuanttoacertificateofaResponsibleOfficeroftheParentBorroweronthedatesuchcontributionismadeorsuch CapitalStock issold, lesstheaggregate amount of Investments made pursuant to Section 7.04(cc) in each case prior to such date;providedthattheproceedsof Disqualified Stock and any net cash proceeds that are used prior to suchdate (A) to make Restricted Payments under Section 7.06(a) or Section 7.06(b)(ii) or (B) for ContributionIndebtedness, will not be treatedas Excluded Contributions.

“Excluded Party” has the meaning assigned to such term in clause (c) of the definition of“Disqualified Institution”.

“Excluded Subsidiary” means any Subsidiary (if and to the extent such Subsidiary is nota borrower orguarantor under theTerm Loan CreditAgreement) that isan:

(1)ImmaterialSubsidiary;

(2)SubsidiarythatisnotaWhollyOwnedSubsidiaryoftheParentBorrower;

(3)UnrestrictedSubsidiary;

(4)ForeignSubsidiary;

(5)DomesticSubsidiaryofaForeignSubsidiary;

(6)SubsidiarysubstantiallyalltheassetsofwhichareEquityInterestsand,ifany,indebtedness in one or more Foreign Subsidiaries;

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(7)Subsidiary ifacting asaGuarantor,oritsGuarantee,would,andonly so long asitwould, (a) be prohibited by law or regulation or by any contractual obligation existing on the (but notincurred in anticipation of) Closing Date or on the date such subsidiary is acquired or organized (as longas, in the case of an acquisition of a subsidiary, such prohibition did not arise as part of such acquisition)or (b) require a governmental or third-party consent, approval, license or authorization (unless suchconsent, approval, license orauthorization has been received);and

(8)anySubsidiarythatisaCaptiveInsuranceCompany,not-for-profitSubsidiaryorSubsidiarywhichisaspecialpurposeentityforsecuritizationtransactionorlikespecialpurposes.

ineachcase,unlesstheParentBorrowerdeterminesinitssolediscretion,uponnoticetotheAdministrativeAgent,thatany oftheforegoing Persons (otherthan an Unrestricted Subsidiary orSubsidiarythatisnotaWhollyOwnedSubsidiaryoftheBorrowers)shouldnotbeanExcludedSubsidiary until the date on which the Parent Borrower has informed the Administrative Agent that itelectstohave such Person be an Excluded Subsidiary (provided that, if such election results in areduction in the Borrowing Base in excess of $5,000,000, the Parent Borrower shall promptly deliver anupdated Borrowing Base Certificate to the Administrative Agent); provided that the Guarantee and thesecurityinterestprovidedbysuchPersonisfullandunconditionalandfullyenforceableinthejurisdiction of organization of such Person.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, andto the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor ofa security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal underthe Commodity Exchange Actorany rule, regulation ororderoftheCommodity FuturesTradingCommission (or the application or official interpretation of any thereof) by virtue of such Guarantor’sfailureforany reasontoconstitute an “eligible contract participant” as defined in the CommodityExchange Act (determined after giving effect to any “keepwell, support or other agreement” for thebenefitofsuchGuarantorandanyandallguaranteesofsuchGuarantor’sSwapObligationsbyotherLoan Parties) at the time the Guaranty of such Guarantor, or a grant by such Guarantor of a securityinterest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under amaster agreement governing more than one swap, such exclusion shall apply only to the portion of suchSwap Obligation that is attributable to swaps for which such Guaranty or security interest is or becomesexcludedinaccordancewiththefirst sentence ofthisdefinition.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender or anyotherrecipientofanypaymenttobemadebyoronaccountofanyobligationofanyLoanPartyunderany Loan Document, (a) taxes imposed on or measured by its overall net income (however denominated),andfranchisetaxes(includingtaxesonoverallgrossreceipts)imposedonit(inlieuofnetincometaxes), by a jurisdiction (or any political subdivision thereof) as a result of such recipient being organized orhaving its principal office or applicable Lending Office located in such jurisdiction or as a result of apresent or former connection between such recipient and the jurisdiction (other than a connection arisingfrom such recipient having executed, delivered, enforced, become a party to, performed its obligationsunder, received payments under, received or perfected a security interest under, or engaged in any othertransaction pursuant to, or enforced, a Loan Document), (b) any branch profits taxes imposed by theUnited States or any political subdivision thereof, or any similar tax imposed by any other jurisdictiondescribedinclause(a),(c)inthecaseofaForeignLender(otherthananassigneepursuanttoarequestby the Borrowers under Section 11.13), any United States federal withholding tax that is imposed onamounts payable to such Foreign Lender pursuant to any Laws in effect at the time such Foreign Lenderbecomes a party hereto (or designates a new Lending Office), except to the extent that such ForeignLender (or in the case of a Foreign Lender that becomes a Lender as a result of an assignment, itsassignor) was entitled, immediately prior to the designation of a new Lending Office (or assignment), toreceive additional amounts from any Loan Party with respect to such withholding tax pursuant to Section3.01(a), (d) any withholding tax attributable to a Lender’s failure to comply with Section 3.01(e) thatwould establish exemption from all withholding taxes; (e) any U.S. federal withholding tax imposedpursuant to FATCA; and (f) any interest, additions to tax or penalties incurred with respect to any of theforegoing.

“ExecutiveOrder”hasthemeaningsetforthinSection5.19(c)(i).

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“Existing Credit Agreement” means that certain credit agreement, dated as of November30, 2010 among the Parent Borrower, Holdings and Bank of America, as administrative agent and theother lenders party thereto.

“FATCA”meansSections1471through1474oftheCode,asofthedateofthisAgreement(orany amendedorsuccessorversionthatis substantially comparable and notmateriallymore onerous to comply with) and any current or future regulations or official interpretations thereof andany agreements entered into pursuantto Section 1471(b)(1).

“FCPA”hasthemeaningsetforthinSection5.19(b).

“Federal Funds Rate” means, for any day, the rate per annum calculated by the FederalReserve Bank of New York based on such day’s federal funds transactions by depository institutions (asdetermined in such manner as the Federal Reserve Bank of New York shall set forth on its public websitefrom time to time) and published on the next succeeding Business Day by the Federal Reserve Bank ofNew York as the federal funds effective rate; provided that if the Federal Funds Rate as so determinedwould belessthan zero,suchrateshall bedeemedto bezeroforpurposes ofthisAgreement.

“FinancialOfficer”means,withrespecttoanyPerson,thechieffinancialofficer,president, principal accounting officer, director of financial services, treasurer, assistant treasurer orcontroller of such Person.

“Financial Performance Covenant” shall mean the covenant of the Parent Borrower setforthin Section 7.14.

“Fixed Amounts”hasthemeaningascribedtheretoin Section1.08(b).

“Foreign Lender” means any Lender that is not a “United States Person,” as defined inSection 7701(a)(30) of the Code.

“ForeignSubsidiary”means anySubsidiary thatis nota DomesticSubsidiary.

“Fund” means any Person (other than a natural person) that is (or will be) engaged inmaking, purchasing, holding or otherwise investing in commercial loans and similar extensions of creditin the ordinary course of its business.

“GAAP”meansgenerallyacceptedaccountingprinciplesintheUnitedStatesofAmerica as in effect from time to time, including those set forth in the opinions and pronouncements oftheAccountingPrinciplesBoardoftheAmericanInstituteofCertifiedPublicAccountantsandstatements and pronouncements of the Financial Accounting Standards Board or in such other statementsby such other entity as approved by a significant segment of the accounting profession (but excluding thepolicies, rules andregulations ofthe SECapplicable onlyto public companies).

“GovernmentalAuthority”meansanyfederal,state,localorforeigncourtorgovernmentalagency, authority, instrumentality or regulatory or legislative body.

“Guarantee” ofor byanyPerson (the“guarantor”) means:

(a)any obligation, contingent or otherwise, of the guarantor guaranteeing or havingthe economic effect of guaranteeing any Indebtedness or other obligation payable or performableby another Person (the “primary obligor”) in any manner, whether directly or indirectly, andincluding any obligation ofthe guarantor, direct orindirect:

(i)to purchase or pay (or advance or supply funds for the purchase orpaymentof)suchIndebtednessorotherobligation(whetherarisingbyvirtueofpartnershiparrangements,byagreementto

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keepwell,topurchaseassets,goods,securities or services, to take or pay or otherwise) or to purchase (or to advance or supplyfunds for the purchase of) any security for the payment of such Indebtedness or otherobligations;

(ii)to purchase or lease property, securities or services for the purpose ofassuringtheownerofsuchIndebtednessorotherobligationofthepaymentthereof;

(iii)tomaintainworkingcapital,equitycapitaloranyotherfinancialstatementcondition orliquidity ofthe primary obligor so as to enable the primaryobligor to pay such Indebtednessor other obligation;

(iv)entered into for the purpose of assuring in any other manner the holdersofsuch Indebtednessorotherobligation ofthepaymentthereof or to protect suchholders against loss inrespect thereof (inwhole or inpart); or

(v)as an account party in respect of any letter of credit, bank guarantee orotherletterofcreditguarantyissuedtosupportsuchIndebtednessorotherobligation;or

(b)anyLienonany assetsoftheguarantorsecuring any Indebtedness(oranyexisting right, contingent or otherwise, of the holder of Indebtedness to be secured by such aLien)ofany other Person, whether or not such Indebtedness or other obligation is assumed bythe guarantor;

provided,thattheterm“Guarantee”willnotincludeendorsementsofinstrumentsfordepositorcollectionintheordinary courseofbusinessorcustomary andreasonableindemnityobligationsineffect on the Closing Date or entered into in connection with any acquisition or disposition of assets permittedby this Agreement(other thansuch obligations withrespect toIndebtedness).

The amount of any Guarantee will be deemed to be an amount equal to the stated or determinable amountof the Indebtedness in respect of which such Guarantee is made or, if not stated or determinable, themaximum reasonably anticipated liability in respect thereof (assuming such Person is required to performthereunder) as determined by such Personin good faith.

“Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement tobeexecutedand delivered by Holdings, the Borrowers and each other Guarantor, substantially in theformofExhibitF, asthesamemay beamended,supplementedor otherwisemodifiedfromtime totime.

“Guarantors” means, collectively, Holdings, the Subsidiaries of the Borrowers listed onSchedule 6.12 annexed to Amendment No. 4 and each other Subsidiary of the Borrowers that shall berequired to execute and deliver a supplement to the Guarantee and Collateral Agreement pursuant toSection 6.10.

“Guaranty” means, collectively, the Guaranty made by Holdings under Article X in favorof the Secured Parties and the Guaranty made by the other Guarantors in favor of the Secured Partiespursuant to the Guarantee and Collateral Agreement, together with each other guaranty and guarantysupplement delivered pursuant toSection 6.10.

“Hazardous Materials” means all pollutants, contaminants, wastes, chemicals, materials,substances and constituents, including explosive or radioactive substances or petroleum or petroleumbyproductsordistillates,friableasbestosorfriableasbestos-containingmaterials,polychlorinatedbiphenyls or radon gas, in each case, that are regulated or would reasonably be expected to give rise toliability under any Environmental Law.

“Hedge Agreement” means any agreement with respect to any swap, forward, future orderivative transaction or option or similar agreement involving, or settled by reference to, one or morerates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricingindices or measures of economic, financial or pricing risk or value or any similar transaction or anycombination of these transactions, in each case, not entered into for speculative purposes; provided thatno phantom stock or similar plan providing for payments only on

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account of services provided by currentor former directors, officers, employees or consultants of Holdings or any of its Subsidiaries will be aHedgeAgreement.

“Holdings” has the meaning ascribed thereto in the introductory paragraph hereto andshall include any successorPerson as permitted bySection 7.04.

“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary that (i) did not,as of the last day of the most recent fiscal quarter of the Borrowers for which Required FinancialStatements have been delivered (or were required to be delivered), have assets with a value in excess of2.50% of the Consolidated Total Assets or revenues representing in excess of 2.50% of total revenues ofthe Borrowers and the Restricted Subsidiaries for the period of four consecutive fiscal quarters for whichRequired Financial Statements have been delivered (or were required to be delivered), calculated on aconsolidatedbasisinaccordancewithGAAP;and(ii)takentogetherwithallImmaterialSubsidiariesasof the last day of the most recent fiscal quarter of the Borrowers for which Required Financial Statementshavebeendelivered(orwererequiredtobedelivered),didnothaveassetswithavalueinexcessof %ofConsolidatedTotalAssetsorrevenuesrepresentinginexcessof5.00%oftotalrevenuesoftheBorrowers andtheRestrictedSubsidiariesonaconsolidatedbasisforsuchfour-quarterperiod.

“ImpactedLoans” hasthe meaningassigned tosuch terminSection 3.03(a).

“IncrementalAmendment”has themeaning ascribedtheretoinSection2.08(d).

“IncurrenceBased Amounts” hasthe meaningascribedthereto inSection 1.08(b).

“Indebtedness” means, withrespect toany Person, withoutduplication:

(a)allobligationsofsuchPersonforborrowedmoney;

(b)all obligations of such Person evidenced by bonds, debentures, notes or similarinstruments;

(c)all obligations of such Person under conditional sale or title retention agreementsrelating to property or assetspurchased by such Person;

(d)allobligationsofsuch Person issued or assumed as the deferred purchase priceof property or services, to the extent the same would be required to be shown as a long-termliability on a balancesheet prepared inaccordance with GAAP;

(e)allCapitalLeaseObligationsofsuchPerson;

(f)all net payments that such Person would have to make in the event of an earlytermination,onthedateIndebtednessofsuchPersonisbeingdetermined,inrespectofoutstandingHedgeAgreements;

(g)the principal component of all obligations, contingent or otherwise, of suchPerson as anaccount partyin respectof lettersof creditand bankguarantees;

(h)the principal component of all obligations of such Person in respect of bankers’acceptances;

(i)allGuaranteesbysuchPersonofIndebtednessdescribedinclauses(1)through (8)above;and

(j)the amount of all obligations of such Person with respect to the redemption,repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that havenot increased theliquidation preference ofsuch Disqualified Stock);

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providedthatIndebtednesswillnotinclude:

(a)tradepayables,accruedexpensesandintercompanyliabilitiesarisingintheordinary course of business;

(b)prepaidordeferredrevenuearisingintheordinarycourseofbusiness;

(c)purchasepriceholdbacksarisingintheordinarycourseofbusinessinrespectofaportionofthepurchasepricesofanasset to satisfy unperformed obligations of theseller ofsuch asset;or

(d)earn-outobligations until such obligations become a liability on the balancesheet of such Person in accordancewith GAAP.

TheIndebtednessofany Personwillincludethe Indebtedness of any partnership inwhich such Person is a general partner, other than to the extent that the instrument oragreement evidencing such Indebtedness expressly limits the liability of such Person inrespectthereof.

“Indemnified Taxes” means Taxesother than ExcludedTaxes.

“Indemnitee”hasthemeaningascribedtheretoinSection11.04(b).

“Information” hasthemeaningascribed theretoinSection11.07.

“IntellectualPropertyRights”hasthemeaningascribedtheretoin Section5.20(a).

“IntercreditorAgreement”meansthatcertainAmendedandRestatedIntercreditorAgreement, dated as of August 16, 2016, by and among the Administrative Agent and the Term LoanAdministrative Agent, as amended, restated, amended and restated, supplemented or otherwise modifiedfrom time to time in accordance therewith.

“Interest Coverage Ratio” means, as of any date, the ratio of (1) Consolidated EBITDAfor the most recent period of four consecutive fiscal quarters for which Required Financial Statementshave been delivered, calculated on a Pro Forma Basis, to (2) the sum of (a) the Ratio Interest Expense forsuch period, calculated on a Pro Forma Basis, and (b) all cash dividend payments (excluding itemseliminated in consolidation)on any seriesofDisqualified Stock ofthe Parent Borrower or preferredstock of anyof theRestricted Subsidiaries,in eachcase, madeduring suchperiod.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the lastday of each Interest Period applicable to such Loan and the final maturity date of such Loan; provided,however,thatifany InterestPeriodforaEurodollar Rate Loan exceeds three months, the respectivedates that fall every three months after the beginning of such Interest Period shall also be InterestPaymentDates;and(b)astoanyBaseRateLoan(includingaSwingLineLoan),thelastBusinessDayof eachMarch, June,Septemberand Decemberandthe finalmaturity dateofsuch Loan.

“InterestPeriod”means,astoanyEurodollarRateLoan,(a)initially,theperiodcommencing on the borrowing or conversion date, as the case may be, with respect to such EurodollarRate Loan and ending one, two, three or six months (or twelve months if agreed to by all of the Lenders)thereafter,ineachcase,subjecttoavailability,asselectedbytheBorrowersintheCommittedLoanNotice or Conversion/Continuation Notice, as the case may be, given with respect thereto; and (b)thereafter,eachperiodcommencingonthelastdayofthenextprecedingInterestPeriodapplicabletosuchEurodollarRateLoanandendingone,two,threeorsixmonths(ornineortwelvemonthsorlessthan one month if agreed to by all of the relevant Lenders) thereafter, as selected by the Borrowers byirrevocable notice to the Administrative Agent not later than 11:00 a.m., on the date that is three BusinessDays prior to the last day of the then current Interest Period with respect thereto; provided that all of theforegoing provisions relatingto Interest Periodsare subjectto the following:

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(a)if any Interest Period would otherwise end on a day that is not a Business Day,suchInterestPeriodshallbeextendedtothenextsucceedingBusinessDay unless,inthecaseofa Eurodollar Rate Loan, the result of such extension would be to carry such Interest Period intoanothercalendarmonthinwhicheventsuchInterestPeriodshallendontheimmediatelypreceding Business Day;

(b)any Interest Period that would otherwise extend beyond the Revolving CreditTermination Date shallend onthe RevolvingCredit TerminationDate; and

(c)any Interest Period pertaining to a Eurodollar Rate Loan that begins on the lastBusiness Day of a calendar month (or on a day for

(d)which there is no numerically correspondingdayinthecalendarmonthattheendofsuchInterestPeriod)shallendonthelastBusinessDayof the calendar month atthe end of such InterestPeriod.

“Inventory” has the meaning given that term in the UCC, and shall also include, withoutlimitation, all: (a) goods which (i) are leased by a Person as lessor, (ii) are held by a Person for sale orlease or to be furnished under a contract of service, (iii) are furnished by a Person under a contract ofservice, or (iv) consist of raw materials, work in process, or materials used or consumed in a business; (b)goods of said description in transit; (c) goods of said description which are returned, repossessed orrejected; and(d)packaging,advertising,andshippingmaterialsrelatedtoanyofthe foregoing.

“InventoryAdvanceRate”means,withrespecttoanycalculationoftheInventoryComponent in connection with a calculation of the Borrowing Base in any Borrowing Base Certificate,the applicable percentage set forth below opposite the date below that is the first day of any calendarmonth that is the closest to the date by which such Borrowing Base Certificate is required to be delivered(e.g.,November1inthecaseofaBorrowingBaseCertificaterequiredtobedeliveredonOctober18):

Date	Percentage
January1,February1, March 1orApril1	75%
September1	65%
October1	50%
November1	45%
December1	60%

; provided, however, that, if Consolidated EBITDA for the most recent period of four consecutive fiscalquarters for which Required Financial Statements have been delivered is less than $110,000,000, theInventory Advance Rate set forth above opposite of and in respect of the calendar months beginning onApril1,September1,October1andNovember1shallbethelesserof(x)90%oftheAppraisedValueof Eligible Inventoryand (y)the applicablepercentage setforth abovefor suchmonth.

“Inventory Component”means,(a)withrespectto thecalculation oftheInventoryComponent for purposes of any Borrowing Base Certificate that is required to be delivered no later than adatewhichisclosesttothefirstdayofanycalendarmonthwhichisJanuary1,February1,March1,April1,September1,October1,November1orDecember1,theapplicableInventoryAdvanceRate, multiplied by the Cost of Eligible Inventory, net of Inventory Reserves and (b) with respect to thecalculation of the Inventory Component for purposes of any Borrowing Base Certificate the nearest firstday of any calendar month which is not set forth in clause (a) above, the lesser of (x) 90% of

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theAppraised Value of Eligible Inventory and (y) 75% of the Cost of Eligible Inventory, in each case, net ofInventoryReserves.

“Inventory Reserves”means such reserves as may be established from time to time bythe Administrative Agent and the Co-Collateral Agent in their reasonable discretion (exercised in amanner consistent with their practices with respect to their other similarly situated customers) whichnegatively affect the saleability, at retail, of the Eligible Inventory or which reflect such other factors asnegatively affect the market value of the Eligible Inventory. Without limiting the generality of theforegoing, InventoryReserves mayinclude (butare notlimitedto) reservesbased on:

(a)obsolescence;

(b)seasonality;

(c)Shrink;

(d)imbalance;

(e)changeinInventorycharacter;

(f)changeinInventorycomposition;

(g)changeinInventorymix;

(h)markdowns(bothpermanentandpointofsale);

(i)retailmark-onsandmarkupsinconsistentwithpriorperiodpracticeandperformance, industry standards, current business plans or advertising calendar and plannedadvertising events; and

(j)out-of-dateand/orexpiredInventory.

“Investment” hasthemeaningassignedsuchterminSection7.04.

“InvestmentGrade Securities”means:

(a)securitiesissuedordirectlyandfullyguaranteedorinsuredbytheU.S.government oranyagencyor instrumentalitythereof(otherthanCash Equivalents);

(b)securitiesthathaveanInvestmentGradeRating,butexcludinganydebtsecuritiesorinstrumentsconstitutingloansoradvancesamongtheBorrowersandtheirRestrictedSubsidiaries;

(c)corresponding instruments in countries other than the United States customarilyutilized for high quality investments and in each case with maturities not exceeding two yearsfrom the date of acquisition; and

(d)investments in any fund that invests at least 95.0% of its assets in investments ofthe type described in clauses (a) and (b) above which fund may also hold immaterial amounts ofcash pending investment and/or distribution.

“IRS”meanstheUnitedStatesInternalRevenueService.

“ISDA Definitions” means the 2006 ISDA Definitions published by the InternationalSwaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from timeto time, or any successor

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definitional booklet for interest rate derivatives published from time to time bythe InternationalSwaps andDerivatives Association,Inc. orsuch successorthereto.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices1998”publishedbytheInstituteofInternationalBankingLaw&Practice(orsuchlaterversionthereofas may be in effect at the time ofissuance).

“Issuing Lender” means Bank of America, and any other financial institution from timeto time designated as an Issuing Lender hereunder (including, without limitation, the initial IssuingLender) and any Lender or an Affiliate thereof satisfactory to the Parent Borrower from time to timedesignatedby the Parent Borrower as an Issuing Lender with the consent of such Lender and theAdministrative Agent. To the extent there is more than one Issuing Lender, each reference to “IssuingLender” herein shall be deemed, where appropriate, to be a reference to the relevant Issuing Lender withrespect totherelevant Letterof Credit.

“Joinder Agreement” means an agreement, in the form attached hereto as Exhibit N,pursuant to which, among other things, a Person becomes a party to, and bound by the terms of, thisAgreementas a Subsidiary Borrower.

“JointBookrunners”meanseachofBofASecurities,Inc.andU.S.BankNationalAssociation, each in its capacity as a joint bookrunner under the Loan Documents, or any successor JointBookrunner.

“Joint Lead Arrangers” means each of BofA Securities, Inc. and U.S. Bank NationalAssociation, each in its capacity asa joint lead arranger.

“JuniorFinancing”means (1)any Indebtedness permitted to be incurred hereunder thatiscontractuallysubordinatedinrightofpaymenttotheObligationsorsecuredbyLiensthatarecontractually subordinated to the Liens securing the Obligations, (2) the New Senior Notes or (3) anyPermitted Refinancing Indebtedness inrespect of anyof the foregoing.

“Landlord Lien State” means such state(s) in which a landlord’s claim for rent haspriority over theLien of theAdministrative Agent inany of theCollateral.

“Laws”means,collectively,allinternational,foreign,Federal,stateandlocallaws(includingcommonlaw)statutes,treaties,rules,guidelines,regulations,ordinances,codesandadministrative or judicial precedents or authorities, including the interpretation or administration thereofby any Governmental Authority charged with the enforcement, interpretation or administration thereof,and all applicable and legally enforceable administrative orders, directed duties, licenses, authorizationsandpermits of, and agreements with,any Governmental Authority.

“LCAElection”hasthemeaningascribedtheretoin Section1.08(a).

“LCATestDate”hasthemeaningascribedtheretoinSection1.08(a).

“L/C Commitment” means $25,000,000, which amount is part of and not in addition totheRevolvingCreditCommitments.

“L/CObligations”means,asatanydateofdetermination,theaggregateamountavailable to be drawn under all outstanding Letters of Credit plus the aggregate of all unreimbursedamounts, including all Letter of Credit borrowings. For purposes of computing the amount available to bedrawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordancewith Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of CredithasexpiredbyitstermsbutanyamountmaystillbedrawnthereunderbyreasonoftheoperationofRule

3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remainingavailable to be drawn.

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“L/C Participants” means, with respect to any Letter of Credit, the collective reference toall the Lendersother than theIssuing Lenderthat issued suchLetter ofCredit.

“Lender” means each Lender that has a Revolving Credit Commitment or that is theholder of Revolving Credit Exposure.

“Lending Office” means, as to any Lender, the office or offices of such Lender describedas such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender mayfrom time to time notify the ParentBorrowerand the Administrative Agent, which office may includeany Affiliate of such Lender or any domestic or foreign branch of such Lender or such Affiliate. UnlessthecontextotherwiserequireseachreferencetoaLendershallincludeitsapplicableLendingOffice.

“Leslie’s”hasthemeaningascribedtheretointheintroductoryparagraphhereto.“LetterofCreditComponent”means,withrespecttoanyEligibleLetterofCredit,the lesserof(i)theapplicableInventoryAdvanceRate,multipliedbytheCostwhencompletedofthe Inventory supportedbysuchEligibleLetterofCredit,or(ii)thestatedamountofsuchEligibleLetterofCredit,multiplied bythe applicable Inventory Advance Rate.

“Letter of Credit Expiration Date” means the day that is seven days prior to the finalmaturity date of the Revolving Credit Facility then in effect (or, if such day is not a Business Day, thenext preceding Business Day).

“Letter of Credit Fee” has the meaning ascribed thereto in Section 2.18(a).“LettersofCredit”hasthemeaningascribedtheretoinSection2.16(a).

“LIBOR”hasthemeaning assigned to such term in clause (a) of the definition of“Eurodollar Rate”.

“LIBORFloor”means0.750%perannum.

“LIBOR Replacement Date”has the meaningspecified inSection 3.03(c).

“LIBORScreenRate”meanstheLIBORquoteontheapplicablescreenpagetheAdministrative Agent designates to determine LIBOR (or such other commercially available sourceprovidingsuchquotationsasmay bedesignatedbytheAdministrative Agentfromtimetotime).

“LIBORSuccessor Rate”has themeaningspecified inSection3.03(c).

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposedLIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timingandfrequencyofdeterminingratesandmakingpaymentsofinterestandothertechnical,administrativeor operational matters (including,for the avoidance of doubt, the definition of Business Day, timing ofborrowing requests or prepayment, conversion or continuation notices and length of lookback periods)asmaybeappropriate,inthediscretionoftheAdministrativeAgent,toreflecttheadoptionandimplementationofsuchLIBORSuccessorRateandtopermittheadministrationthereofbytheAdministrative Agent in a manner substantially consistent with market practice (or, if the AdministrativeAgent determines that adoption of any portion of such market practice is not administratively feasible orthat no market practice for the administration of such LIBOR Successor Rate exists, in such other mannerof administration as the Administrative Agent determines is reasonably necessary in connection with theadministrationof this Agreementand any otherLoan Document).

“Lien”means,withrespecttoanyasset(1)anymortgage,deedoftrust,lien,hypothecation, pledge, charge, security interest or similar encumbrance in or on such asset; or (2) theinterest of a vendor or a lessor under any conditional sale agreement, capital lease or title retentionagreement (or any financing lease having substantially the same

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economic effect as any of the foregoing)relatingtosuchasset;providedthatinnoeventwillanoperatinglease,anycapitalleaseinrespectofReal Propertypermittedhereunder, oranagreement tosellbe deemedtoconstitute aLien.

“Limited Condition Acquisition” means any acquisition, including by way of merger, byany Borrower or one or more Restricted Subsidiaries permitted pursuant to the Loan Documents whoseconsummation isnotconditionedontheavailability of,oronobtaining,thirdpartyfinancing.

“LineCap”means,atanytimeofdetermination,thelesserof(a)theAggregateCommitmentsor(b)the BorrowingBase.

“Liquidation”meanstheexercisebytheAdministrativeAgentofthoserightsandremedies accorded to the Administrative Agent under the Loan Documents and applicable Law as acreditoroftheLoanPartieswithrespecttotherealizationontheCollateral,including(aftertheoccurrence and continuation of an Event of Default) the conduct by the Loan Parties acting with theconsent of the Administrative Agent, of any public, private or going out of business sale or otherdispositionoftheCollateralforthepurposeofliquidating theCollateral.Derivationsoftheword“Liquidation” (such as “Liquidate”) areused with like meaning inthis Agreement.

“Loan” means an extension of credit by a Lender to the Borrowers under Article II (otherthanaLetterof Credit).

“LoanDocuments”means,collectively,(a)thisAgreement,(b)theIntercreditorAgreement, (c) the Applications, (d) the Notes, (e) the Collateral Documents and (f) the AdministrativeAgent Fee Letter and any waiver, amendment, supplement or other modification to any of the foregoingandallotherdocuments,instrumentsoragreementsexecutedanddeliveredbyaLoanPartyinconnection herewith.

“LoanParties”means,collectively,theBorrowersandeachGuarantor(otherthan Holdings).

“LondonBankingDay”meansanydayonwhichdealingsinDollardepositsareconducted by andbetween banksin the Londoninterbank eurodollarmarket.

“Management Agreement” means that certain Management Services Agreement, dated asof February 7, 2017, between the Parent Borrower and Sponsor, as amended in any manner to the extentnot adversetothe Lenders,includingthrough anassignmentto anAffiliateof theSponsor.

“Management Group” means the group consisting of the directors, executive officers andother management personnel of Holdings, the Borrowers or the Restricted Subsidiaries on the ClosingDate.

“Margin Stock” has the meaning assigned to such term in Regulation U.“Material AdverseEffect”meansamaterialadverse effecton:

(a)the business, financial condition or results of operations, in each case, of theBorrowers and the RestrictedSubsidiaries (taken as awhole);

(b)the ability of the Borrowers and the Guarantors (taken as a whole) to performtheir payment obligations under the Loan Documents; or

(c)the rights and remedies of the Administrative Agent and the Lenders (taken as awhole) under the Loan Documents.

“MaterialIndebtedness”meansIndebtedness(otherthantheObligations)ofanyBorroweroranySubsidiaryLoanPartyinanaggregateoutstandingprincipalamountexceeding

$25,000,000.

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“MaterialSubsidiary”meansanyRestrictedSubsidiaryotherthananImmaterial Subsidiary.

“Maximum Rate” has the meaning ascribed thereto in Section 11.09.“Moody’s”meansMoody’sInvestorsService,Inc.andanysuccessorthereto.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) ofERISA to which Holdings, any Borrower or any Restricted Subsidiary or any ERISA Affiliate (other thanoneconsideredanERISAAffiliateonlypursuanttosubsection(m)or(o)ofCodeSection414)ismaking oraccruing an obligation to make contributions, or has within any of the preceding five planyears made or accrued anobligation to make contributions.

“Net Cash Proceeds” means the aggregate cash proceeds (using the fair market value ofany Cash Equivalents) received by the Parent Borrower or any Restricted Subsidiary in respect of anyAsset Sale (including any cash received in respect of or upon the sale or other disposition of anyDesignated Non-Cash Consideration received in any Asset Sale and any cash payments received by wayofdeferredpaymentofprincipalpursuanttoanoteorinstallmentreceivableorotherwise,butonlyasand when received, and including any proceeds received as a result of unwinding any related HedgeAgreements in connection with such transaction but excluding the assumption by the acquiring Person ofIndebtedness relating to the disposed assets or other consideration received in any other non-cash form),net of the direct cash costs relating to such Asset Sale and the sale or disposition of such DesignatedNon-Cash Consideration (including legal, accounting and investment banking fees, and brokerage andsalescommissions),andanyrelocationexpensesincurredasaresultthereof,taxespaidorpayableasa result thereof (after taking into account any available tax credits or deductions and any tax sharingarrangements related thereto), amounts required to be applied to the repayment of principal, premium (ifany) and interest on Indebtedness required to be paid as a result of such transaction that is secured by aPermitted Lien that is prior or senior to the Lien securing the Obligations, any costs associated withunwinding any related Hedge Agreements in connection with such transaction and any deduction ofappropriate amounts to be provided by the Parent Borrower or any of the Restricted Subsidiaries as areserve in accordance with GAAP against any liabilities associated with the asset disposed of in suchtransaction and retained by the Parent Borrower or any of the Restricted Subsidiaries after such sale orother disposition thereof, including pension and other post-employment benefit liabilities and liabilitiesrelatedtoenvironmentalmattersoragainstanyindemnificationobligationsassociatedwithsuchtransaction; provided that such reserved amounts will be deemed to be Net Cash Proceeds to the extentand at the time of any reversal thereof (to the extent not applied to the satisfaction of any applicableliabilities in cash in a corresponding amount).

“New Senior Notes” means $390,000,000 aggregate principal amount of floating ratesenior notes due2024, issued bythe Parent Borroweron August 16,2016.

“New Senior Notes Documents” means, collectively, the New Senior Notes Indentureand allotherloan agreements, indentures, note purchase agreements, promissory notes, guarantees,intercreditor agreements, assignment and assumption agreements and other instruments and agreementsevidencing the terms of the New Senior Notes.

“New Senior Notes Indenture” means that certain indenture, dated as of August 16, 2016,among theNewSeniorNotes Trustee,theParentBorrower andtheguarantorsparty thereto.

“New Senior Notes Trustee” means U.S. Bank National Association, together with itspermitted successors and assigns.

“Note” means a promissory note (including a Swing Line Note) made by the Borrowersin favor ofa Lender,evidencing Loansmade bysuch Lender,substantially in theform of Exhibit C.

“Obligations”meanstheunpaidprincipalofandintereston(including,withoutlimitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interestaccruingafterthefilingofanypetitioninbankruptcy,orthecommencementofanyinsolvency,reorganization or like proceeding, relating to any Loan

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Party, whether or not a claim for post-filing orpost-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and allother obligations and liabilities of any Loan Party to the Administrative Agent or to any Lender or anyQualified Counterparty, whether direct or indirect, absolute or contingent, due or to become due, or nowexisting or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, anyotherLoan Document, theLetters ofCredit, any Specified Swap Contract, any Cash ManagementServices, any Bank Products or any other document made, delivered or given in connection herewith ortherewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs,expenses(including,withoutlimitation,allfees,chargesanddisbursementsofcounseltotheAdministrative Agent or to any Lender that are required to be paid by the Borrowers pursuant hereto) orotherwise; provided that (i) obligations of the Parent Borrower or any of its Subsidiaries under anySpecified Swap Contract, any Bank Products and any Cash Management Services shall be secured andguaranteed pursuant to the Collateral Documents only to the extent that, and for so long as, the otherObligations are so secured and guaranteed, (ii) any release of Collateral or Guarantors effected in themannerpermittedby thisAgreementshallnotrequire theconsentofholdersofobligationsunderSpecifiedSwapContracts,BankProductsorCashManagementServicesintheircapacitiesassuchand (iii)ObligationswithrespecttoanyGuarantorshallexcludeExcludedSwapObligationsofsuchGuarantor.

“OFAC”hasthemeaningassignedtosuchtermin Section5.19(c)(v).

“Other Liabilities” means amounts due on account of or arising from (a) any CashManagement Services furnished to any of the Loan Parties or any of their Subsidiaries, (b) any BankProduct entered into with any Loan Party and (c) any Specified Swap Contract, as each may be amendedfromtimetotime.

“Other Taxes” means any and all present or future stamp or documentary Taxes or anyother excise or property Taxes, charges or similar levies arising from any payment made hereunder orunder any other Loan Document or from the execution, delivery or enforcement of, or otherwise withrespect to,this Agreement or any other Loan Document.

“Overadvance” means a Credit Extension to the extent that, immediately after it havingbeen made, Excess Availability is less thanzero.

“OwnedMaterialRealProperty”hasthemeaningascribedtheretoin Section5.15.

“ParentBorrower”hasthemeaningascribedtheretointheintroductoryparagraph hereto.

“Parent Entity”meansanydirect orindirectparentofany Borrower.

“Participant” hasthemeaningascribedtheretoinSection11.06(d).

“ParticipationAmount”hasthemeaningascribedtheretoinSection2.19(b).

“PaymentAmount”has themeaning ascribedthereto inSection 2.20.

“Payment Conditions” means, at the time of determination with respect to any specifiedInvestment or prepayment, that (a) no Default then exists or would arise as a result of entering into suchtransaction or making such payment, (b) the Borrowers have demonstrated to the reasonable satisfactionof the Administrative Agent that average monthly Excess Availability, on a Pro Forma Basis after givingeffecttosuchInvestmentorprepaymentonsuchdateandforthetwelve(12)monthsfollowingsuchdate, will be greater than twelve and one-half percent (12.5%) of the Line Cap, and (c) after giving effectto such Investment or prepayment on a Pro Forma Basis, the Consolidated Fixed Charge Coverage Ratio,as calculated on a trailing twelve months basis, is greater than 1.0 to 1.0; provided that if that averagemonthly Excess Availability, as projected on a Pro Forma Basis for the twelve (12) months following andafter giving effect to such acquisition or prepayment, will be greater than seventeen and one-half percent(17.5%) ofthe LineCap, theprovisions of clause(c) willnot berequired tobe satisfied.

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“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined inERISA, or any successor thereto.

“Perfection Certificate” means a certificate in the form of Exhibit H or any other formapprovedby theAdministrative Agent,as the sameshall besupplemented from timeto time.

“PermittedAcquisition”meansanyacquisitionofallorsubstantiallyalltheassetsof,ora majority of the Equity Interests in, or merger, consolidation or amalgamation with, a Person or divisionorlineofbusinessofaPerson(oranysubsequentinvestmentmadeinaPerson,divisionorlineof businesspreviouslyacquiredinaPermittedAcquisition)if(1)noEventofDefaultiscontinuingimmediately prior to making such Investment or would result therefrom; and (2) immediately after givingeffect thereto, with respect to acquisitions of entities that do not become Subsidiary Loan Parties, theaggregate fair market value of all Investments made in such entities since the Amendment No. 4 EffectiveDate (with all such Investments being valued at their original fair market value and without taking intoaccount subsequent increases or decreases in value), when taken together with the aggregate amount ofpaymentsmadewithrespecttoInvestmentspursuanttoSection7.04(f), willnotexceedthe greaterof(a) $25,000,000and(b)6.25%ofConsolidatedTotalAssetsasofthedateanysuchacquisitionismade.

“PermittedCureSecurities”meansanyequitysecuritiesoftheParentBorrowerorHoldings issued pursuant to the Cure Right.

“PermittedHolders”meanseachof:

(a)theSponsors;

(b)anymemberoftheManagementGroup(oranycontrolledAffiliatethereof);

(c)any other holder of a direct or indirect equity interest in Holdings that either (a)holds such interest as of the Amendment No. 4 Effective Date and is disclosed to the Joint LeadArrangers prior to the Amendment No. 4 Effective Date or (b) becomes a holder of such interestprior to the three-month anniversary of the Amendment No. 4 Effective Date and is a limitedpartner of a Sponsor on the Amendment No. 4 Effective Date; provided that the limited partnersthat become holders of equity interests pursuant to this clause (b) do not own in the aggregatemore than 20% of the Voting Stockof Holdings as of such three-monthanniversary;

(d)any group (within the meaning of Rules 13d-3 and 13d-5 under the ExchangeAct) of which Persons described in the foregoing clauses (a), (b) or (c) are members; providedthat,withoutgiving effectto theexistenceofsuch group orany othergroup, thePersonsdescribed in clauses (a), (b) and (c), collectively, Beneficially Own Voting Stock representing50% or more of the aggregate ordinary voting power represented by the issued and outstandingEquity Interests of Holdings (determined on a fully diluted basis but without giving effect tocontingent voting rights notyet vested) thenheld by such group;and

(e)anyPermitted Parent.

“PermittedHoldings Debt” means unsecured Indebtedness of Holdings that:

(a)isnotsubjecttoanyGuaranteebyanyBorroweroranyRestrictedSubsidiary;

(b)does not mature prior to the date that is ninety-one (91) days after the RevolvingCredit Termination Date;

(c)noEventofDefaulthasoccurredandiscontinuingimmediatelyaftertheissuance or incurrence thereof orwould result therefrom;

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(d)has no scheduled amortization or payments of principal prior to the date that isninety-one (91) days after the Revolving Credit Termination Date (it being understood that suchIndebtedness may have mandatory prepayment, repurchase or redemption provisions satisfyingthe requirements of clause (f) hereof);

(e)does not require any payments in cash of interest or other amounts in respect ofthe principal thereof prior to the date that is ninety-one (91) days after the Revolving CreditTerminationDate; and

(f)has mandatory prepayment, repurchase or redemption, covenant, default andremedy provisionscustomary forseniordiscountnotesof an issuer that is the parent of aborrowerunderseniorsecuredcreditfacilities,andinany event, with respect to covenant,default and remedy provisions, no more restrictive than those set forth in the New Senior NotesIndenture taken as a whole (other than provisions customary for senior discount notes of aholding company), in each case as determined in good faith by a Responsible Officer of theParent Borrower;

providedthatclauses(d)and(e)willnotrestrictpaymentsthatarenecessarytopreventsuchIndebtedness from being treated as an “applicable high yield discount obligation” within the meaning ofSection163(i)(1)oftheCode;provided,furtherthattheParentBorrowerwilldelivertotheAdministrative Agent final copies of the definitive credit documentation relating to such Indebtedness(unless the Parent Borrower is bound by a confidentiality obligation with respect thereto, in which casethe Parent Borrower will deliver a reasonably detailed description of the material terms and conditions ofsuch Indebtedness in lieu thereof).

“Permitted Indebtedness” hasthe meaningascribed theretoinSection7.01.“PermittedInvestments” hasthe meaningascribed theretoinSection7.04.“Permitted Lien”hasthemeaningascribedtheretoinSection7.02.

“PermittedOveradvance”meansanOveradvancemadebytheAdministrativeAgent,initsdiscretion, which:

(a)ismadetomaintain,protectorpreservetheCollateral,thebusinessoftheBorrowers and/orthe Secured Parties’rights under the Loan Documents or which is otherwisefor thebenefit of theSecured Parties; or

(b)ismadetoenhancethelikelihoodof,ortomaximizetheamountof,repaymentofany Obligation;

(c)ismadetopayanyotheramountchargeabletoanyLoanPartyhereunder;and

(d)together with all other Permitted Overadvances then outstanding, shall not, at thetime of making of such Permitted Overadvance, (i) exceed five percent (5%) of the BorrowingBase in the aggregate outstanding at any time or (ii) unless a Liquidation is taking place, remainoutstanding for more than forty-five (45) consecutive Business Days, or (iii) be made on morethan two occasions in any 180 day period;

provided,however,thattheforegoingshallnot(i)modifyorabrogateanyoftheprovisionsofSection 2.19 regarding the Lenders’ obligations with respect to Participation Amounts, or (ii) result in any claimorliabilityagainsttheAdministrativeAgent(regardlessoftheamountofanyOveradvance)for“inadvertent Overadvances” (i.e. where an Overadvance results from changed circumstances beyond thecontrol of the Administrative Agent (such as a reduction in the collateral value)), and such “inadvertentOveradvances” shall not reduce the amount of Permitted Overadvances allowed hereunder; and providedfurtherthatinnoeventshalltheAdministrativeAgentmakeanOveradvance,ifaftergivingeffect thereto,theTotalRevolvingExtensionsofCreditwouldexceedtheAggregateCommitmentsatthetimesuchOveradvanceis made.

“PermittedParent”means(a)anyParentEntitythatatthetimeitbecameaParentEntitywasaPermittedHolderpursuanttoclauses(a),(b)and(c)ofthedefinitionthereof;providedthatsuchParentEntitywasnotformedinconnectionwith,orincontemplationof,atransactionthatwouldotherwiseconstituteaChangeofControland(b)

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Holdings,solongasitiscontrolledbyoneormorePersons thatarePermittedHolderspursuanttoclause(a),(b),(c)or (d)ofthedefinitionthereof.

“Permitted Protest” shall mean the right of the Borrowers to protest any Lien (other thanany such Lien that secures the Obligations), taxes, or rental payment; provided that (a) a reserve withrespect to such obligation is established on the books and records in such amount (if any) to the extentrequired under GAAP, (b) any such protest is prosecuted diligently by the Borrowers in good faith, byappropriate proceedings, (c) such contest effectively suspends collection of the contested obligation andenforcement of any Lien securing such obligation, and (d) the failure to make payment, individually or inthe aggregate,would notreasonably beexpectedto resultin aMaterialAdverse Effect.

“PermittedRefinancing Indebtedness” means any Indebtednessissued in exchange for,orthenetproceedsofwhichareusedtoextend,refinance,renew,replace,defeaseorrefund(collectively,“Refinance”)theIndebtednessbeingRefinanced(orpreviousrefinancingsthereofconstituting Permitted Refinancing Indebtedness);provided that:

(a)theprincipalamount(oraccretedvalue,ifapplicable)ofsuchPermittedRefinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable)of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tenderpremiums)thereonandunderwritingdiscounts,defeasancecosts,fees,commissionsandexpenses); provided, that with respect to the Term Loan Obligations, the principal amount of anyPermittedRefinancingIndebtednessinrespectthereofshallbesubjectonlytoSection7.01(b)(A);

(b)theWeightedAverageLifetoMaturityofsuchPermittedRefinancingIndebtedness is greater than or equal to the shorter of (a) the Weighted Average Life to Maturityof the Indebtedness being Refinanced and (b) the Weighted Average Life to Maturity that wouldresult if all payments of principal on the Indebtedness being Refinanced that were due on or afterthedatethatisone year following the Revolving Credit Termination Date were instead due onthe date that is one year following the Revolving Credit Termination Date; provided that noPermitted Refinancing Indebtedness incurred in reliance on this subclause (b) will have anyscheduledprincipalpaymentsduepriortotheRevolvingCreditTerminationDateinexcessof,or prior to, the scheduled principal payments due prior to such Revolving Credit TerminationDate for the Indebtedness being Refinanced;

(c)if the Indebtedness being Refinanced is subordinated in right of payment to anyObligations under this Agreement, such Permitted Refinancing Indebtedness is subordinated inright of payment to such Obligations on terms at least as favorable to the Lenders (as determinedingoodfaithbyaResponsibleOfficeroftheParentBorrower)asthosecontainedinthedocumentationgoverning theIndebtedness beingRefinanced;

(d)no Permitted Refinancing Indebtedness may have different obligors, or greaterGuarantees or security, than the Indebtedness being Refinanced; provided that, with respect to aRefinancingoftheTermLoanObligations,theLiens,ifany,securingsuchPermittedRefinancingIndebtednesswillbeontermsnotmateriallylessfavorabletotheLendersthanthose containedinthedocumentationgoverningtheTermLoanFacility,asdeterminedingoodfaithbya Responsible Officer of the Parent Borrower;

(e)[reserved];

(f)in the case of a Refinancing of Indebtedness that is secured on a pari passu basiswith, or on a junior basis to, the Loans with Indebtedness that is secured on a junior basis, to theLoans, a Debt Representative acting on behalf of the holders of such Indebtedness has becomeparty to or is otherwise subject to the provisions of a Junior Lien Intercreditor Agreement (asdefined intheTermLoanFacility)and,if applicable,theIntercreditorAgreement;and

(g)in the case of a Refinancing of the Term Loan Obligations, the Liens, if any,securing such Permitted Refinancing Indebtedness are subject to the Intercreditor Agreement oranother intercreditor agreement

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that is substantially consistent with, and no less favorable to theLenders in any material respect than, the Intercreditor Agreement as determined in good faith bya Responsible Officer of the Parent Borrower and as certified by a Responsible Officer of theParent Borrower.

PermittedRefinancingIndebtednessmaynotbeincurredtoRefinanceIndebtednessthatissecuredonajunior basistotheLoanswithIndebtedness thatissecuredonaparipassu basiswiththeLoans.

“Person” or “person” means any natural person, corporation, limited liability company,trust,jointventure,association,company,partnership,GovernmentalAuthorityorotherentity.

“Plan” means any “employee pension benefit plan” as defined in Section 3(2) of ERISA(otherthana Multiemployer Plan) that is (1) subject to the provisions of Title IV of ERISA or Section412 of the Code or Section 302 of ERISA; and (2) either (a) sponsored or maintained (at the time ofdetermination or at any time within the five years prior thereto) by Holdings or any of its Subsidiaries orany ERISA Affiliate or (b) in respect of which Holdings or any of its Subsidiaries or any ERISA Affiliateis(or,ifsuchplanwereterminated,wouldunderSection4069ofERISAbedeemedtobe)an“employer” as defined in Section 3(5) of ERISA.

“Platform”hasthemeaningascribedtheretoin Section6.04.

“Pledged Debt” means any debt instrument constituting Collateral under any of theCollateral Documents.

“PledgedEquity”meansany certificatedequity security constituting Collateral underany of the Collateral Documents.

“Pre-AdjustmentSuccessorRate”hasthemeaningspecifiedinSection3.03(c).

“primaryobligor”has themeaningassigned tosuchterm in clause(a) ofthedefinition of

“Guarantee”.

“ProFormaBasis”or“ProForma”means,withrespecttothecalculationofConsolidated EBITDA, the Total Secured Net Leverage Ratio, the Total Net Leverage Ratio, the InterestCoverage Ratio, orany other calculation under any applicable provision of the Loan Documents, as ofany date, that (a) pro forma effect will be given to any Permitted Acquisition or Investment, any issuance,incurrence, assumption or permanent repayment of Indebtedness (including Indebtedness issued, incurredorassumedasaresultof,ortofinance,anyrelevanttransactionandforwhichanysuchfinancialratioor other calculation is being calculated), all sales, transfers and other dispositions or discontinuance of anySubsidiary,lineofbusiness,divisionorstore,oranyconversionofaRestrictedSubsidiary toanUnrestricted Subsidiary or of an Unrestricted Subsidiary to a Restricted Subsidiary and restructuring,strategic and other cost savings initiatives, in each case that have occurred during the four consecutivefiscalquarter period of the Borrowers being used to calculate such financial ratio (the “ReferencePeriod”),orsubsequenttotheendoftheReferencePeriodbutpriortosuchdateorpriortoorsimultaneouslywiththeeventforwhichadeterminationunderthisdefinitionismade(includinganysuch event occurring at a Person who became a Restricted Subsidiary after the commencement of theReference Period), as if each such event occurred on the first day of the Reference Period, and (b) proforma effect will be given to factually supportable and identifiable pro forma cost savings related tooperational efficiencies, strategic initiatives or purchasing improvements and other synergies, in eachcase, reasonably expected by the Borrowers and the Restricted Subsidiaries to be realized based uponactions reasonably expected to be taken within 18 months of the date of such calculation (withoutduplication of the amount of actual benefit realized during such period from such actions), which costsavings, improvements and synergies can be reasonably computed, as certified in writing by the chieffinancial officer of the Parent Borrower; provided that any such pro forma adjustments in respect of suchcost savings, improvements and synergies shall not exceed 2025% of Consolidated EBITDA (beforegiving effect to all such adjustments) for any four-quarter period.For the avoidance of doubt, no proforma adjustment will be made subsequent to

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the relevant measurement date for borrowings incurred orrepayments made under the Term Loan Facility in the ordinary course of business and unrelated to any ofthe events described in this definition.

“Projections”meansallprojections(includingfinancialestimates,financialmodels,forecastsandotherforward-lookinginformation)furnishedtotheLendersortheAdministrativeAgentby or on behalf of Holdings or any of the Subsidiaries on or prior to the Amendment No. 4 Effective Dateinconnectionwith theTransactions.

“PublicLender”hasthemeaningascribedtheretoin Section6.04.

“QFC”hasthemeaningassignedtotheterm“qualifiedfinancialcontract”in,andshallbe interpreted in accordance with,12 U.S.C. 5390(c)(8)(D).

“QFCCreditSupport”hasthemeaningascribedtheretoinSection11.22.

“Qualified Counterparty” means, with respect to any Specified Swap Contract, BankProduct or Cash Management Services, any counterparty thereto that, at the time such Specified SwapContract, Bank Product or Cash Management Services were entered into, or, if entered into prior to theAmendment No. 4 Effective Date, on the Amendment No. 4 Effective Date, was a Lender or an Affiliateof a Lender.

“Qualified Equity Interests” means any Equity Interests other than Disqualified Stock.“QualifiedIPO”meansanunderwrittenpublicoffering(otherthanapublicoffering pursuanttoaregistrationstatementonFormS-4orFormS8)oftheEquityInterestsofanyParentEntity whichgeneratescashproceedsofatleast$100,000,000.

“QuarterlyFinancialStatements”hasthemeaningascribedtheretoin Section6.04(b).

“Ratio Debt” hasthe meaningascribed thereto inSection 7.01.

“RatioInterestExpense”means,withrespecttoanyPersonforanyperiod,thesum,without duplication, of:

(h)the aggregate interest expense of such Person and its Restricted Subsidiaries forsuch period, calculated on a consolidated basis in accordance with GAAP, to the extent suchexpense was deducted in computing Consolidated Net Income (including pay-in-kind interestpayments,amortizationoforiginalissuediscount,theinterestcomponentofCapitalLeaseObligations and net payments and receipts (if any) pursuant to Hedge Agreements relating tointerest rates (other than in connection with the early termination thereof) but excluding anynon-cashinterestexpenseattributabletothemovementinthemark-to-marketvaluationofhedging obligations, all amortization and write-offs of deferred financing fees, debt issuancecosts,commissions,feesandexpensesandexpensingofanybridge,commitmentorotherfinancing fees, and alldiscounts, commissions, feesand otherchargesassociated with anyReceivables Facility (as definedin the TermLoan Facility)); plus

(i)consolidatedcapitalizedinterestofthereferentPersonanditsRestrictedSubsidiaries for such period, whetherpaid or accrued;plus

(j)any amounts paid or payable in respect of interest on Indebtedness the proceedsof which have been contributed to the referent Person and that has been Guaranteed by thereferentPerson;less

(k)interestincomeofthereferentPersonanditsRestrictedSubsidiariesforsuch period.

For purposes of this definition, interest on Capital Lease Obligations will be deemed toaccrue at the interest rate reasonably determined by a Responsible Officer of the Parent Borrower to bethe rateof interestimplicitin suchCapitalLease Obligationsinaccordance withGAAP.

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

“ReceivablesAdvance Rate” means90%.

“Receivables Reserves” means such Reserves as may be established from time to time bythe Administrative Agent and the Co-Collateral Agent in their reasonable discretion with respect to thedeterminationofthecollectability intheordinary courseofEligibleTradeReceivables,including,without limitation, on account of baddebts and dilution.

“ReferencePeriod”hasthemeaningassignedtosuchtermwithinthedefinitionof“Pro FormaBasis”.

“Refinance”hasthemeaningassignedtosuchtermwithinthedefinitionof“PermittedRefinancing Indebtedness”.

“RefundedSwingLineLoan”hasthemeaningascribedtheretoinSection2.07(b).

“RefundingDate”hasthemeaningascribedtheretoin Section2.07(c).“Register”hasthemeaningascribedtheretoinSection11.06(c).

“Regulation U” means Regulation U of the Board as from time to time in effect and allofficialrulingsandinterpretationsthereunderorthereof.

“Reimbursement Obligation” means the obligation of the Borrowers to reimburse eachIssuing LenderpursuanttoSection2.20foramountsdrawnunder Letters of Credit issued by suchIssuingLender.

“RelatedAdjustment”means,indetermininganyLIBORSuccessorRate,thefirstrelevant available alternative set forth in the order below that can be determined by the Agent applicabletosuch LIBOR Successor Rate:

(a)    the spread adjustment, or method for calculating or determining suchspread adjustment, that has been selected or recommended by the Relevant Governmental Bodyfor the relevant Pre-Adjustment Successor Rate (taking into account the interest period, interestpaymentdateorpaymentperiodforinterestcalculatedand/ortenorthereto)andwhichadjustmentormethod(x)ispublishedonaninformationserviceasselectedbytheAdministrative Agent from time to time in its reasonable discretion or (y) solely with respect toTerm SOFR, if not currently published, which was previously so recommended for Term SOFRand publishedonan informationserviceacceptableto theAdministrativeAgent;or

(b)        the spread adjustment that would apply (or has previously been applied)to the fallback rate for a derivative transaction referencing the ISDA Definitions (taking intoaccount the interest period, interest payment date or payment period for interest calculated and/ortenorthereto).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and thepartners,directors,officers,employees,agentsandadvisorsofsuchPersonandofsuchPerson’sAffiliates.

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

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“Relevant Governmental Body” means the Federal Reserve Board and/or the FederalReserve Bank of New York, or a committee officially endorsed or convened by the Federal ReserveBoard and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark ratetoreplace LIBOR in loan agreements similar to this Agreement.

“Remaining Present Value” means, as of any date with respect to any lease, the presentvalue as of such date of the scheduled future lease payments with respect to such lease, determined with adiscount rate equal to a market rate of interest for such lease reasonably determined at the time such leasewas entered into.

“Reportable Event” means any reportable event as defined in Section 4043(c) of ERISAor the regulations issued thereunder, other than those events as to which the 30 day notice period referredtoinSection4043(c)ofERISAhasbeenwaived,withrespecttoaPlan(otherthanaPlanmaintainedby an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) ofSection 414 of the Code).

“Reports”hasthemeaningascribedtheretoin Section9.13(b).

“Request for Credit Extension” means (a) with respect to a Borrowing of RevolvingCredit Loans, a Committed Loan Notice, (b) with respect to conversion or continuation of the RevolvingCredit Loans, a Conversion/Continuation Notice, (c) with respect to an issuance of a Letter of Credit, anApplication, and(d)withrespect toaSwingLineLoan, anoticepursuanttoSection2.07(a).

“Required Financial Statements” has the meaning ascribed thereto in Section 6.04(b).“RequiredLenders”means,atanytime,theholdersofmorethan50%oftheAggregate Commitmentsthenineffector,iftheRevolvingCreditCommitmentshavebeenterminated,theTotal Revolving ExtensionsofCreditthen outstanding;provided that(i)theLoans, L/C Obligationsandunused Revolving Credit Commitments held or deemed held by any Defaulting Lender shall be excludedforallpurposesofmakingadeterminationofRequiredLenders,(ii)atanytimetherearefewerthanthree Lenders, “Required Lenders” shall mean all Lenders and (iii) at any time there are three Lenders,Required Lenders shall mean two or more Lenders with more than 50% of the Aggregate Commitmentsthen in effect or, if the Revolving Credit Commitments have been terminated, the Total RevolvingExtensions of Credit then outstanding.

“RescindableAmount”hasthemeaningdefinedinSection2.14(b)(ii).

“Reserves”meansall(ifany)InventoryReserves,AvailabilityReservesandReceivables Reserves.

“ResolutionAuthority”meansanEEAResolutionAuthorityor,withrespecttoanyUKFinancial Institution, a UK Resolution Authority.

“ResponsibleOfficer”meansthechiefexecutiveofficer,president,chieffinancialofficer, any executive or senior vice president, treasurer, assistant treasurer or controller of a Loan PartyoranyoftheotherindividualsdesignatedinwritingtotheAdministrativeAgentbyanexistingResponsible Officer of a Loan Party as an authorized signatory of any certificate or other document to bedeliveredhereunder.AnydocumentdeliveredhereunderthatissignedbyaResponsibleOfficerofaLoanPartyshallbeconclusivelypresumedtohavebeenauthorizedbyallnecessarycorporate,partnership and/or other action on the part of such Loan Party and such Responsible Officer shall beconclusively presumed to have actedon behalf of suchLoan Party.

“RestrictedPayment”hasthemeaningassignedtosuchterminSection7.06.“RestrictedSubsidiary”meansanySubsidiaryofaPersonotherthananUnrestricted SubsidiaryofsuchPerson.UnlessotherwiseindicatedinthisAgreement,allreferencestoRestricted SubsidiarieswillmeanRestrictedSubsidiariesoftheBorrowers.

“Revolving Credit Commitment” means, as to any Lender, the obligation of such Lender,if any, to make Revolving Credit Loans and participate in Swing Line Loan Overadvances and Letters ofCredit, in an aggregate principal

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and/or face amount not to exceed the amount set forth under the heading“Revolving Credit Commitment” opposite such Lender’s name on Schedule 1.01 annexed to AmendmentNo. 4 or, as the case may be, in the Assignment and Assumption pursuant to which such Lender became aparty hereto,as thesame maybe changedfrom timeto timepursuant tothe termshereof.

“RevolvingCreditCommitmentIncrease”hasthemeaningascribedtheretoinSection 2.08(a).

“RevolvingCreditCommitmentIncreaseLender”hasthemeaningascribedtheretoin Section2.08(d).

“Revolving Credit Commitment Period” means the period after (but not including) theClosing Date to the Revolving Credit TerminationDate.

“Revolving Credit Exposure” means, at any time, Total Revolving Extensions of Credit,minus L/C Obligations that havebeen Cash Collateralized.

“RevolvingCreditFacility”meanstheRevolvingCreditCommitmentsandtheextensions of credit made thereunder.

“Revolving Credit Loans” has the meaning ascribed thereto in Section 2.01(a).“RevolvingCreditPercentage”means,astoanyLenderatanytime,thepercentage whichsuch Lender’s RevolvingCredit Commitmentthen constitutesofthe AggregateCommitments (or, at any time after the Revolving Credit Commitments shall have expired or terminated, the percentagewhichtheaggregateamountofsuchLender’sRevolvingExtensionsofCreditthenoutstandingconstitutes of theTotal Revolving Extensionsof Credit thenoutstanding).

“RevolvingCreditTerminationDate”meanstheearliesttooccurof(i)August13,2025, (ii) thedatethatisninety-one(91)dayspriortothefinalmaturityoftheNewSeniorNotesand(iii)thedate thatis ninety-one(91) daysprior tothe finalmaturity ofthe TermLoan Facility.

“Revolving Extensions of Credit” means, as to any Lender at any time, an amount equalto the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender thenoutstanding, (b) such Lender’s Revolving Credit Percentage of the L/C Obligations then outstanding, (c)such Lender’s Revolving Credit Percentage of the Overadvances then outstanding and (d) such Lender’sRevolving CreditPercentageoftheaggregateprincipalamountofSwingLineLoansthenoutstanding.

“RPConditions”means,atthetimeofdeterminationwithrespect to any specifiedRestricted Payment, that (a) no Default then exists or would arise as a result of making such payment, (b)the Borrowers have demonstrated to the reasonable satisfaction of the Administrative Agent that averagemonthly Excess Availability on a Pro Forma Basis after giving effect to such Restricted Payment as ofsuchdateandforthetwelve(12)monthsfollowingsuchdate,willbegreaterthanfifteenpercent(15%)of the Line Cap, and (c) after giving effect to such Restricted Payment on a Pro Forma Basis, theConsolidated Fixed Charge Coverage Ratio, as calculated on a trailing twelve months basis, is greaterthan 1.1 to 1.0; provided that if that average monthly Excess Availability, as projected on a Pro FormaBasis for the twelve (12) months following and after giving effect to such Restricted Payment, will begreater than twenty percent (20%) of the Line Cap, the provisions of clause (c) will not be required to besatisfied.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-HillCompanies, Inc., and any successor thereto.

“Sanction(s)”meansanysanctionadministeredorenforcedbytheUnitedStatesGovernment (including without limitation, OFAC), the United Nations Security Council, the EuropeanUnion, Her Majesty’sTreasury (“HMT”)or otherrelevant sanctionsauthority.

“SaleandLease-BackTransactions”hasthemeaningascribedtheretoin Section7.03.“ScheduledUnavailabilityDate”hasthemeaningspecifiedinSection3.03(c).

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

“SecuredParties”means,collectively,theAdministrativeAgent,theCo-CollateralAgent, theLenders and theirAffiliates, each co-agentorsub-agentappointed by the AdministrativeAgent from time to time pursuant to Section 9.05, the Issuing Lender, the Joint Lead Arrangers, the JointBookrunners, the beneficiaries of each indemnification obligation undertaken by any Loan Party underany Loan Document, any other Person to whom Obligations under this Agreement and other LoanDocumentsareowing,andthesuccessorsandassignsofeachoftheforegoing,eachQualifiedCounterparty party to a Specified Swap Contract, Bank Product or Cash Management Services, and theother Persons which are or are purported to be secured by the Collateral under the terms of the CollateralDocuments.

“Secured Party Expenses” means, without limitation, (a) all reasonable out-of-pocketexpenses incurred by the Administrative Agent and its Affiliates (including, without limitation, BofASecurities, Inc.) and the Co-Collateral Agent and its Affiliates in connection with this Agreement and theotherLoanDocuments,includingwithoutlimitation(i)thereasonablefees,chargesanddisbursementsof (A) one firm of counsel for the Administrative Agent and the Co-Collateral Agent plus on additional firmoflocalcounseltotheAdministrativeAgentandtheCo-CollateralAgentineachapplicablejurisdiction, (B) appraisers, (C) commercial finance examinations, and (D) all such out-of-pocket expenses incurredduringanyworkout,restructuringornegotiationsinrespectoftheObligations,(ii)inconnectionwith (A) thesyndicationofthecreditfacilitiesprovidedforherein,(B)thepreparation,negotiation,administration, management, execution and delivery of this Agreement and the other Loan Documents orany amendments, modifications or waivers of the provisions thereof (whether or not the transactionscontemplated hereby or thereby shall be consummated), (C) the enforcement or protection of their rightsin connection with this Agreement or the Loan Documents or efforts to preserve, protect, collect, orenforce the Collateral, or (D) any workout, restructuring or negotiations in respect of any Obligations; (b)with respect to the Issuing Lender, and its Affiliates, all reasonable out-of-pocket expenses incurred inconnectionwiththeissuance,amendment,renewalorextensionofanyLetterofCreditoranydemandfor payment thereunder; and (c) all reasonable out-of-pocket expenses incurred by the Secured Partieswho are not the Administrative Agent, BofA Securities, Inc., the Issuing Lender or any Affiliate of any ofthem, after the occurrence and during the continuance of an Event of Default; provided that such SecuredParties shall be entitled to reimbursement for no more than one counsel representing all such SecuredParties (absent a conflict of interest, in which case the Secured Parties may engage and be reimbursed foradditionalcounsel)plusonelocalcounselineachapplicablejurisdiction.

“Shrink”meansInventorywhichhasbeenlost,misplaced,stolen,orisotherwiseunaccounted for.

“SOFR”means,with respect to any dayBusinessDaymeans the secured overnightfinancing rate published for such day by the Federal Reserve Bank of New York, as the administrator ofthe benchmark (ora successoradministrator)on the FederalReserve Bank ofNew York’s website (orany successor source) at approximately 8:00 a.m. (New York City time) on the immediately succeedingBusinessDayand, in each case, that has been selected or recommended by the Relevant GovernmentalBody.

“SOFR-BasedRate”meansSOFRorTermSOFR.

“Specified Event of Default” means any Event of Default under Section 8.01(b), 8.01(c),8.01(h)or 8.01(i).

“Specified Swap Contract” means any Swap Contract entered into by any Borrower orany of their Subsidiaries withany Qualified Counterparty.

“SpecifiedTransaction”meansanyInvestment(includinganyLimitedConditionAcquisition),disposition,incurrenceorrepaymentofIndebtedness,RestrictedPayment,Subsidiarydesignation, that by the terms of this Agreement requires such test to be calculated on a “Pro FormaBasis”; provided that any increase in the Revolving

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Credit Commitments above the amount of RevolvingCredit Commitments in effect on the Amendment No. 4 Effective Date, for purposes of this “SpecifiedTransaction”definition,shallbedeemedtobefullydrawn;provided,further,that,attheParentBorrower’selection,anysuchSpecifiedTransaction(otherthanaRestrictedPayment)havinganaggregate valueof lessthan $5,000,000shallnot becalculated ona“Pro FormaBasis.”

“Sponsors” means Catterton Management Company, L.L.C. and NY116 Investment PteLtd, a Singapore private limited company, the respective general partners of the constituent owners of,Catterton Management Company, L.L.C. and NY116 Investment Pte Ltd, and any Affiliate of suchowners or their respective general partners (other than portfolio companies of Catterton ManagementCompany,L.L.C.andNY116InvestmentPteLtd).

“Standby Letter of Credit” means any Letter of Credit that is not a Commercial Letter ofCreditand that(a) is used in lieu or in support of performance guaranties or performance, surety orsimilar bonds (excluding appeal bonds) arising in the ordinary course of business, (b) is used in lieu or insupportofstayorappealbonds,(c)supportsthepaymentofinsurancepremiumsforreasonablynecessary casualty insurance carried by any of the Loan Parties, or (d) supports payment or performancefor identifiedpurchasesorexchangesofproductsorservicesintheordinarycourseof business.

“Store” means any retail store operated, or to be operated, by any Loan Party.“Subsidiary”means,withrespecttoanyPerson,anycorporation,partnership,limited liabilitycompanyorotherentityofwhich(1)EquityInterestshavingordinaryvotingpower(otherthan Equity Interests having such power only by reason of the happening of a contingency) to elect a majorityof the Board of Directors of such corporation, partnership, limited liability company or other entity are atthe time owned by such Person; or (2) more than 50.0% of the Equity Interests are at the time owned bysuch Person.Unless otherwise indicated in this Agreement, all references to Subsidiaries will meanSubsidiaries of the Parent Borrower.

“Subsidiary Borrower”means LPM Manufacturing, Inc., Cortz, Inc. and each otherSubsidiary of the Parent Borrower that becomes a Subsidiary Borrower following the Amendment No. 4Effective Date pursuant to Section 6.12.

“Subsidiary Loan Parties” means (1) each Wholly Owned Domestic Subsidiary of aBorrower on the Amendment No. 4 Effective Date (other than any Excluded Subsidiary); and (2) eachWholly Owned Domestic Subsidiary (other than any Excluded Subsidiary) of the Parent Borrower thatbecomes,orisrequiredtobecome,apartytotheGuaranteeandCollateralAgreementaftertheAmendmentNo.4EffectiveDate.

“SupportedQFC”hasthemeaningascribedthereto inSection11.22.

“Swap Contract” means any and all rate swap transactions, basis swaps, credit derivativetransactions,forwardratetransactions,commodityswaps,commodityoptions,forwardcommoditycontracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options orforward bond or forward bond price or forward bond index transactions, interest rate options, forwardforeign exchange transactions, cap transactions, floor transactions, collar transactions, currency swaptransactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similartransactions or any combination of any of the foregoing (including any options to enter into any of theforegoing), whetheror notany suchtransaction isgoverned byor subjectto anymaster agreement.

“SwapObligations”meanswithrespecttoanyGuarantorany obligationtopay orperform under any agreement, contract or transaction that constitutes a “swap” within the meaning ofSection1a(47) of the Commodity Exchange Act.

“Swing Line Commitment” means the obligation of the Swing Line Lender to makeSwing Line Loans pursuant to Section 2.06 in an aggregate principal amount at any one time outstandingnottoexceed$10,000,000,whichamountispartofandnotinadditiontotheRevolvingCreditCommitment.

“SwingLineLender”meansBankofAmerica,initscapacityasthelenderofSwing

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LineLoans.

“Swing LineLoans”hasthemeaningascribedtheretoinSection2.06(a).

“Swing LineParticipationAmount” hasthe meaningascribedthereto inSection2.07(c).“Taxes”meansallpresentorfuturetaxes,levies,imposts,duties,deductions,

withholdings,assessments,feesorotherchargesimposedby anyGovernmentalAuthority,includinganyinterest,additionstotaxorpenaltiesapplicablethereto.

“TermLoanAdministrativeAgent”meansNomuraCorporateFundingAmericas,LLCinitscapacityasadministrativeagentundertheTermLoanFacilityanditssuccessorsinsuchcapacity.

“TermLoanDocuments”meansthe“LoanDocuments”asdefinedintheTermLoan Facility.

“Term Loan Facility” means that certain term loan credit agreement, dated as of August16, 2016 by and among the Parent Borrower, the Term Loan Lenders, the Term Loan AdministrativeAgent and the other parties thereto, as the same may be amended, restated, modified, supplemented,extended, increased, or refinanced or replaced pursuant to any Permitted Refinancing indebtedness inrespect thereof from time totime in one or moreagreements.

“TermLoanLender”meanseachlenderundertheTermLoanFacility.

“TermLoanObligations”meansthe“Obligations”asdefinedintheTermLoanFacility.

“TermPriorityCollateral”hasthemeaningascribedtosuchtermintheIntercreditor

Agreement.

“TermSOFR”meanstheforward-lookingtermrateforanyperiodthatisapproximately(asdeterminedbytheAdministrativeAgent)aslongasanyoftheInterestPeriodoptionssetforthinthe

definition of “Interest Period” and that is based on SOFR and that has been selected or recommended bythe Relevant Governmental Body, in each case as published on an information service as selected by theAdministrative Agent from timeto time inits reasonable discretion.

“Total Revolving Extensions of Credit” means, at any time, the aggregate amount of theRevolving Extensions ofCredit of theLenders outstanding atsuch time.

“Total Secured Net Leverage Ratio” means, as of any date, the ratio of ConsolidatedSecured Net Debt as of such date to Consolidated EBITDA for the most recent four fiscal quarter periodfor whichRequiredFinancialStatementshavebeendelivered,calculatedonaProFormaBasis.

“Trade Receivables Component” means the face amount of Eligible Trade ReceivablesminusReceivables Reserves multiplied bythe Receivables Advance Rate.

“Transactions” means the entering into of Amendment No. 4, the borrowing of the Loanson the Amendment No. 4 Effective Date, if any, and the payment of fees and expenses in connection withtheforgoing.

“Type”means,withrespecttoaLoan,itscharacterasaBaseRateLoanoraEurodollar RateLoan.

“UCC” means the Uniform Commercial Code as in effect in the State of New York;provided that, if perfection or the effect of perfection or non-perfection or the priority of any securityinterest in any Collateral or the availability of any remedy under the Loan Documents is governed by theUniform Commercial Code as in effect in a

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jurisdiction other than the State of New York, “UCC” meanstheUniform CommercialCodeasin effect from time to time in such other jurisdiction for purposes oftheprovisionshereofrelating to such perfection, effectofperfection ornon-perfection, priority oravailability of such remedy.

“Unfinanced Capital Expenditures” means Capital Expenditures other than those madewiththeproceedsofIndebtednessorcapitalleasetransactions,orequitycontributionspermittedhereunder;providedthatanyCapitalExpendituresmadewiththeproceedsofCreditExtensionshereunder shall constitute Unfinanced CapitalExpenditures.

“UnitedStates”and“U.S.”meantheUnitedStatesofAmerica.

“UnitedStatesTaxComplianceCertificate”hasthemeaning ascribedtheretoinSection 3.01(e)(2)(C).

“UnrestrictedCash”means,asofanydate,allcashandCashEquivalentsoftheBorrowers and their Restricted Subsidiaries as of such date that would not appear as “restricted” on theRequiredFinancialStatements,determinedonaconsolidatedbasisinaccordancewithGAAP,determined based upon the most recent month-end financial statements available internally as of the dateof determination, and calculated on aPro Forma Basis.

“Unrestricted Subsidiary” means any Subsidiary of Holdings (other than the Borrowers)designatedbyParentBorrowerasanUnrestrictedSubsidiaryhereunderbywrittennoticetotheAdministrative Agent; provided that the Parent Borrower will only be permitted to so designate a newUnrestricted Subsidiary after the Amendment No. 4 Effective Date or subsequently re-designate any suchUnrestrictedSubsidiaryasaRestrictedSubsidiary(bywrittennoticetotheAdministrativeAgent)if:

(a)no Event of Default is continuing; provided, that if such Subsidiary is beingdesignated as an Unrestricted Subsidiary in connection with a Limited Condition Acquisition, (i)the date of determination of such condition shall be the LCA Test Date and (ii) on the date suchSubsidiary is designated as an Unrestricted Subsidiary, no Specified Event of Default shall haveoccurred andbe continuingor wouldexistimmediately aftersuch designation;

(b)suchdesignationorre-designationwouldnotcauseanEventofDefault;provided, that if such Subsidiary is being designated as an Unrestricted Subsidiary in connectionwith a Limited Condition Acquisition, (i) the date of determination of such condition shall be theLCA Test Date and (ii) on the date such Subsidiary is designated as an Unrestricted Subsidiary,such designationorre-designationwould notcauseaSpecifiedEvent ofDefault;and

(c)the Parent Borrower has demonstrated compliance with Payment Conditions;provided, that if such Subsidiary is being designated as an Unrestricted Subsidiary in connectionwith a Limited Condition Acquisition, the date of determination of such condition shall be theLCA Test Date.

ThedesignationofanyRestrictedSubsidiaryasanUnrestrictedSubsidiarywillconstituteanInvestmentforpurposesofSection7.04.TheredesignationofanyUnrestrictedSubsidiaryasaRestrictedSubsidiary willbedeemedtobeanincurrenceatthetimeofsuchdesignation ofIndebtedness of such Unrestricted Subsidiary and the Liens on the assets of such Unrestricted Subsidiary,in each case outstanding on the date of such redesignation.Notwithstanding anything to the contraryherein, at no time shall any Borrower, any Guarantor or any of their Restricted Subsidiaries transferIntellectualPropertyRightsthatarematerialtotheCollateral(takenasawhole)includedintheBorrowing Base or material and necessary for the operation of the assets of the Loan Parties and theirSubsidiaries, taken as a whole, to an Unrestricted Subsidiary, unless such Intellectual Property Rights aresubjecttoanon-exclusiveroyalty-freeworldwidelicenseinfavorof,andinformandsubstancereasonablysatisfactorytotheAdministrativeAgentforpurposesoftheAdministrativeAgent’sexerciseof rightsandremediesunder thisAgreementinconnectionwith theABLPriorityCollateral.

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“USAPATRIOTAct”meanstheUniting and Strengthening America by ProvidingAppropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 10756 (signed into law October 26, 2001)).

“U.S. Person” means any Person that is a “United States Person” as defined in Section7701(a)(30) of the Code.

“U.S. Special Resolution Regimes” hasthe meaning ascribed thereto inSection 11.22.

“Voting Stock” means, as of any date, the Capital Stock of any Person that is at the timeentitled to vote (without regard to the occurrence of any contingency) in the election of the Board ofDirectors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness as of anydate,thenumberofyearsobtainedby dividing (1) the sum of the products obtained by multiplying (a)the amount of each then remaining installment, sinking fund, serial maturity or other required payment ofprincipal (excluding nominal amortization), including payment at final maturity, in respect thereof by (b)the number of years (calculated to the nearest 1/12) that will elapse between such date and the making ofsuch payment; by(2) the thenoutstanding principal amountof suchIndebtedness.

“Wholly Owned Domestic Subsidiary” means, with respect to any Person, a DomesticSubsidiary of such Person that is a Wholly Owned Subsidiary.Unless otherwise indicated in thisAgreement, all references to Wholly Owned Domestic Subsidiaries will mean Wholly Owned DomesticSubsidiaries of any Borrower.

“Wholly Owned Subsidiary” means, with respect to any Person, a subsidiary of suchPerson, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or othersimilar shares required pursuant to applicable law) are owned by such Person or another Wholly OwnedSubsidiary of such Person.Unless otherwise indicated in this Agreement, all references to WhollyOwned Subsidiaries willmean WhollyOwned Subsidiaries ofany Borrower.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a completeor partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E ofTitleIVofERISA.

“Work Fee” means the fee charged by the initial Issuing Lender in connection with anyissuance or amendment of any Letter of Credit, which Work Fee shall in no event exceed (i) $1,500 perLetter of Credit issued by such initial Issuing Lender with respect to any issuance thereof and (ii) $250per LetterofCreditissuedbysuchinitialIssuingLenderwithrespecttoanyamendmentthereof.

“Write-Down and Conversion Powers” means, (a)with respect to any EEA ResolutionAuthority, the write-down and conversion powers of such EEA Resolution Authority from time to timeunder the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversionpowersaredescribedintheEUBail-InLegislationSchedule,and(b)withrespecttotheUnitedKingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel,reduce, modify or change the form of a liability of any UK Financial Institution or any contract orinstrument under which that liability arises, to convert all or part of that liability into shares, securities orobligations of that Person or any other Person, to provide that any such contract or instrument is to haveeffect as if a right had been exercised under it or to suspend any obligation in respect of that liability oranyofthepowersunderthatBail-InLegislationthatarerelatedtoorancillarytoanyofthosepowers.

Section 1.02Terms Generally. The definitions set forth or referred to in Section 1.01will apply equally to both the singular and plural forms of the terms defined.Whenever the context mayrequire, any pronoun will include the corresponding masculine, feminine and neuter forms.Unless thecontextrequires otherwise,

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(a)the words “include,” “includes” and “including” will be deemed to befollowed by the phrase “without limitation”;

(b)in the computation of periods of time from a specified date to a laterspecified date, the word “from” means “from and including”; the words “to” and “until” each mean “tobut excluding” and the word“through” means “to andincluding”;

(c)theword“will”willbeconstruedtohavethesamemeaningandeffectas

theword“shall”;

(d)the word “incur” will be construed to mean incur, create, issue, assume,become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” will havecorrelative meanings);

(e)anyreferencetoanyPersonwillbeconstruedtoincludesuchPerson’slegal successors and permitted assigns; and

(f)thewords“asset”and“property”willbeconstruedtohavethesame meaningandeffect.

AllreferenceshereintoArticles,Sections,ExhibitsandScheduleswillbedeemedreferencestoArticlesandSectionsof,andExhibitsandSchedulesto,thisAgreementunlessthecontextotherwiserequires.Exceptasotherwiseexpresslyprovidedherein,anyreferenceinthisAgreementtoanyLoanDocumentororganizationaldocumentoftheLoanPartiesmeanssuchdocumentasamended,restated,supplementedorotherwisemodifiedfromtimetotime(subjecttoanyrestrictionsonsuchamendments,supplementsormodificationssetforthhereinorinanyotherLoanDocument).Anyreferencetoanylawwillincludeallstatutory andregulatory provisionsconsolidating,amending,replacing or interpretingsuchlawandanyreferencetoanylaworregulationmeans,unlessotherwisespecified,suchlaworregulationasamended,modifiedorsupplementedfromtimetotime.Wheneverthis Agreementreferstothe“knowledge”oftheParentBorroweroranyLoanParty,suchreferencewillbeconstruedto meantheknowledgeofthechiefexecutiveofficer,president,chieffinancialofficer,treasurerorcontrollerofsuchPerson.

Section 1.03AccountingTerms;GAAP.Exceptasotherwiseexpresslyprovidedherein, all terms of an accounting or financial nature will be construed in accordance with GAAP, as ineffect from time to time; provided that, notwithstanding anything to the contrary herein, all accounting orfinancial terms used herein will be construed, and all financial computations pursuant hereto will bemade, without giving effect to any election under Statement of Financial Accounting Standards BoardAccounting Standards Codification 825 10 (or any other Statement of Financial Accounting StandardsBoard Accounting Standards Codification having a similar effect) to value any Indebtedness or otherliabilities of the Parent Borrower or any Subsidiary at “fair value,” as defined therein.In the event thatany Accounting Change (as defined below) occurs and such change results in a change in the method ofcalculation of financial ratios, standards or terms in this Agreement, then upon the written request of theParent Borrower or the Administrative Agent (acting upon the request of the Required Lenders), theParent Borrower, the Administrative Agent and the Lenders will enter into good faith negotiations inordertoamendsuchprovisionsofthisAgreementsoastoequitablyreflectsuchAccountingChangewith the desired result that the criteria for evaluating the Borrowers’ financial condition will be the sameafter such Accounting Change as if such Accounting Change had not occurred; provided that provisionsofthisAgreementineffectonthedateofsuchAccountingChangewillremainineffectuntiltheeffective date of such amendment.“Accounting Change” means (1) any change in accounting principlesrequiredbythepromulgationofanyrule,regulation,pronouncementoropinionbytheFinancialAccounting Standards Board of the American Institute of Certified Public Accountants or (2) any changein the application of GAAPby Holdings or theParent Borrower.

Section 1.04Currencies. Unless otherwise specifically set forth in this Agreement,monetary amounts are in Dollars.   Notwithstanding anything to the contrary herein, no Default or Eventof Default will arise as a result of any limitation or threshold set forth in Dollars being exceeded solely asa result of changes in currency exchange rates.

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Section 1.05Letter of Credit Amounts. Unless otherwise specified herein, the amountof a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effectat such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms ofany Loan Document related thereto, provides for one or more automatic increases in the stated amountthereof,theamountofsuchLetterofCreditshallbedeemedtobethemaximumstatedamountofsuch

LetterofCreditaftergivingeffecttoallsuchincreases,whetherornotsuchmaximumstatedamountisin effect at such time.

Section 1.06Jointand SeveralLiability ofBorrowersfor Obligations. All CreditExtensionsmadehereunderaremadetoorforthemutualbenefit,directlyandindirectly,oftheBorrowers, collectively, and in consideration of the agreement of each of the Borrowers to accept jointand several liability for the Obligations. Each of the Borrowers, jointly and severally, hereby irrevocablyand unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several and directand primary liability for the full payment when due and performance of all Obligations and each of theBorrowers agree that such liability is independent of the duties, obligations and liabilities of each of thejoint and several Borrowers. In furtherance of the foregoing, each of the Borrowers, jointly and severally,absolutelyandunconditionallyguaranteestotheAdministrativeAgent,theLendersandtheotherSecured Parties thefull paymentand performancewhen dueof allthe Obligations.

Section 1.07Parent Borrower. The Borrowers hereby each appoint the Leslie’s as the“Parent Borrower” hereunder and each hereby agrees that any notice required to be provided to or by anyBorrower hereunder may be provided solely to or by the Parent Borrower on behalf of each of theBorrowers.

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Section1.08CertainCalculationsandTests.

(a)Notwithstanding anything in this Agreement or any Loan Document tothe contrary, when calculating any applicable ratio or determining other compliance with this Agreement(including the determination of compliance with any provision of this Agreement which requires that noDefault or Event of Default has occurred, is continuing or would result therefrom) in connection with aSpecifiedTransactionundertakeninconnectionwiththeconsummationofaLimitedConditionAcquisition, the date of determination of such ratio and determination of whether any Default or Event ofDefault has occurred, is continuing or would result therefrom or other applicable covenant shall, at theoption of the Parent Borrower (the Parent Borrower’s election to exercise such option in connection withanyLimitedConditionAcquisition,an“LCAElection”),bedeemedtobethedatethedefinitiveagreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, aftersuch ratios and other provisions are measured on a Pro Forma Basis after giving effect to such LimitedCondition Acquisition and the other Specified Transactions to be entered into in connection therewith(including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at thebeginning of the four consecutive fiscal quarter period being used to calculate such financial ratio endingprior to the LCA Test Date, the applicable Borrower could have taken such action on the relevant LCATest Date in compliance with such ratios and provisions, such provisions shall be deemed to have beencomplied with unless a Specified Event of Default shall be continuing at the time of the consummation ofsuchLimitedConditionAcquisition.Fortheavoidanceofdoubt,(x)ifanyofsuchratiosareexceededas a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of theBorrowers)atorpriorto the consummation ofthe relevantLimited Condition Acquisition, such ratiosand other provisions will not be deemed to have been exceeded as a result of such fluctuations solely forpurposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) suchratios and other provisions shall not be tested at the time of consummation of such Limited ConditionAcquisition or related Specified Transactions unless a Specified Event of Default shall be continuing atthe time of the consummation of such Limited Condition Acquisition.   If the Parent Borrower has madeanLCAElectionforanyLimitedConditionAcquisition,theninconnectionwithanysubsequentcalculation of any ratio or basket availability with respect to any other Specified Transaction on orfollowing therelevantLCA TestDate and prior to the earlier of the date on which such LimitedConditionAcquisitionisconsummatedorthedatethatthedefinitiveagreementforsuchLimitedConditionAcquisitionisterminatedorexpireswithoutconsummationofsuchLimitedCondition

Acquisition, any such ratio or basket shall be calculated on (1) a Pro Forma Basis assuming such LimitedConditionAcquisitionandothertransactionsinconnectiontherewith(includinganyincurrenceofIndebtedness and the use of proceeds thereof) have been consummated and (2) on a Pro Forma Basis butwithoutgivingeffecttosuchLimitedConditionAcquisitionandothertransactionsinconnectiontherewith (including any incurrence of Indebtedness and use of proceeds thereof); provided, that (otherthan solely with respect to the incurrence test under which such Limited Condition Acquisition is beingmade) Consolidated EBITDA, Consolidated Total Assets and Consolidated Net Income of any target ofsuch Limited Condition Acquisition can only be used in the determination of the relevant ratio andbaskets if and when such Limited Condition Acquisition has closed.Notwithstanding the foregoing, theLimited Condition Acquisition provisions set forth above shall not apply in respect of any incurrence ofany Loans (or other Credit Extensions) the proceeds of which will be used to finance such LimitedCondition Acquisition.

(b)Notwithstanding anything to the contrary herein, with respect to anyamountsincurredortransactionsenteredinto(orconsummated)inrelianceonaprovisionofthisAgreement under any covenant that does not require compliance with a financial ratio or test (including,withoutlimitation,proformacompliancewithanyTotalSecuredNetLeverageRatio,TotalNetLeverage Ratio test and/or any Interest Coverage Ratio test) (any such amounts, the “Fixed Amounts”)substantially concurrently with any amounts incurred or transactions entered into (or consummated) inreliance on a provision of this Agreement under the same covenant as such Fixed Amount that requirescompliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), itis understood and agreed that the Fixed Amounts being substantially concurrently incurred (other than, inthe case of any Fixed Amounts contained in Section 7.01 or Section 7.02, any refinancings of anyIndebtednessthatwaspreviouslyincurred)andanysubstantiallyconcurrentborrowingsundertheRevolving Credit Facility or any Permitted Refinancing Indebtedness in respect thereof (and any cashproceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to theIncurrence Based Amounts in connection with such substantially concurrent incurrence,

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except thatincurrences of Indebtedness and Liens constituting Fixed Amounts and any substantially concurrentborrowings under the Revolving Credit Facility or any Permitted Refinancing Indebtedness in respectthereof shall be taken into account for purposes of any Incurrence Based Amounts under any covenantother than IncurrenceBased Amountscontained inSection 7.01or Section7.02.

Section 1.09Administrative Agent and Co-Collateral Agent. All determinations underthis Agreement that are specified to be made by the Administrative Agent and the Co-Collateral Agentshall be made jointly by such Persons; provided that, in the event that the Administrative Agent and theCo-Collateral Agent cannot agree on any matter to be determined by the Administrative Agent and theCo-CollateralAgent,then(a)iftheaggregateamountoftheReserveswithrespecttowhichthereissuchadisagreementislessthanorequalto$10,000,000,thedeterminationshallbemadebytheAdministrativeAgentortheCo-CollateralAgentassertingthemoreconservativecreditjudgmentor(b)iftheaggregateamountoftheReserveswithrespecttowhichthereissuchadisagreementisgreaterthan $10,000,000,the determination shall be made by the Administrative Agent.

Section 1.10Required Financial Statements.With respect to the determination of theSenior Secured First Lien Net Leverage Ratio (as defined in the Term Loan Facility as in effect on theAmendment No. 4 Effective Date), the Total Secured Net Leverage Ratio, the Total Net Leverage Ratio,the Interest Coverage Ratio, or under any other applicable provision of the Loan Documents (includingthe definition of Immaterial Subsidiary) made on or prior to the date on which Required FinancialStatements have been delivered for the first fiscal quarter ending after the Closing Date, such calculationwill be determined for the period of four consecutive fiscal quarters most recently ended prior to theClosing Date, and calculated on a Pro Forma Basis.Notwithstanding anything to the contrary herein, forpurposesofdeterminingcompliancewithanytestcontainedinthisAgreementwithrespecttoanyperiod

during which any Specified Transaction occurs, the Senior Secured First Lien Net Leverage Ratio, theTotal Secured Net Leverage Ratio, the Total Net Leverage Ratio, the Interest Coverage Ratio or underanyotherapplicableprovisionoftheLoanDocuments(includingthedefinitionofImmaterialSubsidiary)shallbecalculatedwithrespecttosuchperiod and such Specified Transaction on aProFormaBasis.

Section 1.11Interest Rates.The Administrative Agent does not warrant, nor acceptresponsibility, nor shall the Administrative Agent have any liability with respect to the administration,submissionoranyothermatterrelatedtotheratesinthedefinitionof“EurodollarRate”orwithrespectto any rate that is an alternative or replacement for or successor to any of such rate (including, withoutlimitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR SuccessorRateConformingChanges.

ARTICLEII

THEREVOLVINGCREDITCOMMITMENTSANDCREDITEXTENSIONS

Section2.01RevolvingCreditCommitments.

(a)Subjecttothetermsandconditionshereof,theLendersseverallyagreeto make revolving credit loans (“Revolving Credit Loans”) to the Borrowers from time to time after theClosing Date and during the Revolving Credit Commitment Period; provided that after giving effectthereto(i)the aggregate principal amount of Revolving Credit Loans at any one time outstanding foreach Lender, when added to such Lender’s Revolving Credit Percentage of the sum of (x) the L/CObligations then outstanding and (y) the aggregate principal amount of the Swing Line Loans thenoutstanding, does not exceed the amount of such Lender’s Revolving Credit Commitment and (ii) theTotalRevolvingExtensionsofCreditdonotexceedtheLineCap.DuringtheRevolvingCreditCommitment Period the Borrowers may use the Revolving Credit Commitments by borrowing, prepayingthe Revolving Credit Loans in whole or in part, and reborrowing, all in accordance with the terms andconditions hereof. The Revolving Credit Loans may from time to time be Eurodollar Rate Loans or BaseRate Loans, as determined by the Borrowers and notified to the Administrative Agent in accordance withSection 2.05; provided that no Revolving Credit Loan shall be made as a Eurodollar Rate Loan after theday that is onemonth prior tothe Revolving Credit TerminationDate.

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(b)TheBorrowersshallrepayalloutstandingRevolvingCreditLoansonthe applicable Revolving Credit Termination Date.

(c)The Inventory Reserves and Availability Reserves as of the AmendmentNo. 4 Effective Date are set forth in the Borrowing Base Certificate delivered pursuant to AmendmentNo.4.

The Administrative Agent shall have the right, at any time and from time to time after theClosing Datein itsreasonable discretionto establish,modify oreliminate Reserves.

Section2.02TerminationorReductionofRevolvingCreditCommitments.

(a)TheBorrowersmay,uponnoticefromtheParentBorrowertotheAdministrative Agent, terminate the Revolving Credit Commitments or from time to time permanentlyreduce the Revolving Credit Commitments; provided that (i) any such notice shall be received by theAdministrative Agent not later than 2:00 p.m. ten (10) Business Days prior to the date of termination orreduction,asthecasemaybe,(ii)anysuchnoticeshallbeirrevocable(exceptinthecaseofa termination, such notice shall be irrevocable only beginning three days prior to the date of the proposedtermination), (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any wholemultipleof$5,000,000and(iv)theBorrowersshallnotterminateorreducetheRevolving CreditCommitments if, after giving effect thereto and to any concurrent prepayments hereunder, the TotalRevolving Extensions of Credit would exceed the Line Cap. Each such reduction or termination shall beapplied ratably to theRevolving Credit Commitmentsof each Lender.

(b)If, after giving effect to any reduction of the Aggregate Commitments,theL/CCommitmentortheSwingLineCommitmentexceedstheamountoftheAggregateCommitments, such Revolving Credit Commitment shall be automatically reduced by the amount of suchexcess.

(c)UpontheRevolvingCreditTerminationDate,theRevolvingCreditCommitments of the Lenders shall be terminated in full, and the Borrowers shall pay, in full and in cash,all outstanding RevolvingCredit Loans thenowing by themto theLenders.

TheAdministrativeAgentwillpromptlynotifytheLendersofanyterminationorreduction of the Revolving Credit Commitments, the L/C Commitment or the Swing Line Commitmentunderthis Section 2.02. All fees accrued until the effective date of any such termination or reductionshall be paid onthe effective date ofsuch termination or reduction.

Section2.03[Reserved].

Section2.04[Reserved].

Section2.05Borrowings,ConversionsandContinuationsofLoans.

(a)Each Borrowing, each conversion of Loans from one Type to the other,and each continuation of Eurodollar Rate Loans shall be made upon the Borrowers’ irrevocable notice tothe Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice orConversion/ContinuationNotice,asthecasemaybe;providedthatanytelephonenoticemustbeconfirmedimmediatelybydeliverytotheAdministrativeAgentofaCommittedLoanNoticeorConversion/Continuation Notice, as applicable. Each such notice must be received by the AdministrativeAgent not later than 2:00 p.m. (i) three Business Days prior to the requested date of the Borrowing of,conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans toBase Rate Loans, and (ii) one Business Day prior to the requested date of the Borrowing of Base RateLoans. The Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principalamountof$1,000,000orawholemultipleof$250,000inexcessthereof.TheBorrowingoforconversiontoBaseRateLoansshallbeinaprincipalamount

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of$250,000orawholemultipleof$100,000inexcessthereof;providedthattheSwingLineLendermayrequest,onbehalfoftheBorrowers, borrowings of Base Rate Loans under the Revolving Credit Commitments in other amountspursuant to Section 2.07. Each Committed Loan Notice (whether telephonic or written) shall specify (i)therequesteddateoftheBorrowing(whichshallbeaBusinessDay),(ii)theprincipalamountofLoansto be borrowed, (iii) the Type of Loans to be borrowed, and (iv) if applicable, the duration of the InterestPeriodwithrespectthereto.EachConversion/ContinuationNoticeshallspecify(i)whethertheBorrowersare requesting a conversion of Loans from one Type to the other, or a continuation ofEurodollar Rate Loans, (ii) the requested date of the conversion or continuation (which shall be aBusinessDay),(iii)theprincipalamountofLoanstobeconvertedorcontinued,(iv)theTypeofLoansto which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period withrespect thereto. If the Borrowers fail to specify a Type of Loan in a Committed Loan Notice or if theBorrowersfailtogiveatimelynoticeofaconversionorcontinuationinaConversion/ContinuationNotice,thentheLoansshallbemadeas,orconvertedto,BaseRateLoans.Any suchautomaticconversiontoBaseRateLoansshallbeeffectiveasofthelastdayoftheInterestPeriodthenineffectwith respect to the applicable Eurodollar Rate Loans. If the Borrowers request a Borrowing of EurodollarRate Loans in any such Committed Loan Notice or a conversion to or continuation of Eurodollar RateLoans in a Conversion/Continuation Notice, but fail to specify an Interest Period, they will be deemed tohave specified an Interest Period of one month.

(b)FollowingreceiptofaCommittedLoanNotice,theAdministrativeAgent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicableRevolvingCreditLoan,andifnotimelynoticeofaconversionorcontinuationinaConversion/Continuation Notice is provided by the Parent Borrower, the Administrative Agent shallnotify each Lender of the details of any automatic conversion to Base Rate Loans described in Section2.05(a). Each Lender shall make the amount of its Revolving Credit Loan available to the AdministrativeAgent in immediately available funds at the Administrative Agent’s Office not later than 3:00 p.m. on theBusiness Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicableconditions set forth in Article IV, the Administrative Agent shall make all funds so received available tothe Borrowers in like funds as received by the Administrative Agent either by (i) crediting the account ofthe Borrowers on the books of the Administrative Agent with the amount of such funds or (ii) wiretransferofsuchfunds,ineachcaseinaccordancewithinstructionsprovidedto(andreasonablyacceptable to) the AdministrativeAgent by the ParentBorrower.

(c)Except as otherwise provided herein, a Eurodollar Rate Loan may becontinued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. Duringthe existence of an Event of Default, no Loans may be requested as, converted to or continued asEurodollar Rate Loans withoutthe consent ofthe Required Lenders.

(d)The Administrative Agent shall promptly notify the Borrowers and theLendersoftheinterestrateapplicabletoanyInterestPeriodforEurodollarRateLoansupondetermination of such interest rate.

(e)After giving effect to all Borrowings, all conversions of Loans from oneType to the other, and all continuations of Loans as the same Type, there shall not be more than (i) 15Interest Periods or (ii) more than two Interest Periods of less than one month, in each case, in effect withrespect of all Loans.

(f)The Administrative Agent, without the request of any Borrower, mayadvanceanyinterest,fee,servicecharge,SecuredPartyExpenses,orotherpaymenttowhichanySecured Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and maycharge the same to the Register notwithstanding that an Overadvance may result thereby; provided that,prior to advancing any amounts for payment of Secured Party Expenses, the Administrative Agent shallfurnish the Borrowers with five (5) Business Days advance notice thereof; provided further that in noevent shall the Administrative Agent make an advance hereunder, if after giving effect thereto, the TotalRevolving Extensions of Credit would exceed the Aggregate Commitments. The Administrative Agentshall deliver to the Borrowers a statement of any such advance or charge promptly after the makingthereof (or in the case of Secured Party Expenses, at the time that the five (5) Business Days’ notice isfurnished) in reasonable detail sufficient to allow the Borrowers to verify such interest, fee, servicecharge, Secured Party Expenses or other payment. Such action on the part of the Administrative Agentshall not constitute a waiver of the Administrative Agent’s rights and the Borrowers’

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obligations underSection 2.09(b). Any amount which is added to the principal balance of the Register as provided in thisSection2.05(f)shallbearinterestattheinterestratethenandthereafterapplicabletoBaseRateLoans.

(g)The Administrative Agent, the Lenders, the Swing Line Lender and theIssuing Lender shall have no obligation to make any Loan or to provide any Letter of Credit if anOveradvancewouldresult.TheAdministrativeAgentmay,initsdiscretion,makePermittedOveradvanceswithouttheconsentoftheLenders,theSwingLineLenderandtheIssuingLenderandeach Lender shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. APermitted Overadvance is for the account of the Borrowers and shall constitute a Loan and an Obligation.AnyPermittedOveradvanceshallbesubjecttosuchrequiredrepaymentsandothertermsastheAdministrative Agent may determine. The making of any such Permitted Overadvance on any oneoccasion shall not obligate the Administrative Agent or any Lender to make or permit any PermittedOveradvanceonanyotheroccasionortopermitsuchPermittedOveradvancestoremainoutstanding.The making by the Administrative Agent of a Permitted Overadvance shall not modify or abrogate any oftheprovisionsofSection2.19regardingtheLenders’obligationstopurchaseparticipationswithrespectto Letters of Credit or of Section 2.07 regarding the Lenders’ obligations to purchase participations withrespect to Swing Line Loans. The Administrative Agent shall have no liability for, and no Loan Party orSecured Party shall have the right to, or shall, bring any claim of any kind whatsoever against theAdministrativeAgentwithrespectto“inadvertentOveradvances”(i.e.where an Overadvance resultsfrom changed circumstances beyond the control of the Administrative Agent (such as a reduction in thecollateral value)) regardless ofthe amount ofany such Overadvance(s).

Section2.06SwingLineCommitment.

(a)Subjecttothetermsandconditionshereof,theSwingLineLenderagrees that, after the Closing Date and during the Revolving Credit Commitment Period, it will makeavailable to the Borrowers, in the sole reasonable discretion of the Swing Line Lender, in the form ofswing line loans (“Swing Line Loans”) a portion of the credit otherwise available to the Borrowers underthe Revolving Credit Commitments, which portion is a part of and not in addition to the Revolving CreditCommitments; provided that (i) the aggregate principal amount of Swing Line Loans outstanding at anytime shall not exceed the Swing Line Commitment then in effect (notwithstanding that the Swing LineLoansoutstandingatanytime,whenaggregatedwiththeSwingLineLender’sotheroutstandingRevolving CreditLoanshereunder,may exceed the Swing Line Commitment then in effect or suchSwing Line Lender’s Revolving Credit Commitment then in effect) and (ii) the Borrowers shall notrequest, and the Swing Line Lender shall not make, any Swing Line Loan if, after giving effect to themaking of such Swing Line Loan, the Total Revolving Extensions of Credit would exceed the Line Cap.DuringtheRevolvingCreditCommitmentPeriod,theBorrowersmayusetheSwingLineCommitmentby borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. SwingLine Loans shall be Base Rate Loans only.

(b)The Borrowers shall repay all outstanding Swing Line Loans on theRevolving Credit Termination Date.

Section2.07Procedure forSwing LineBorrowing;Refunding ofSwing LineLoans.

(a)The Borrowers may borrow under the Swing Line Commitment on anyBusiness Day during the Revolving Credit Commitment Period; provided that the Borrowers shall givethe Swing Line Lender irrevocable telephonic notice confirmed promptly in writing (which telephonicnotice must be received by the Swing Line Lender not later than 2:00 p.m. on the proposed BorrowingDate), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date. Each borrowingundertheSwingLineCommitmentshallbeinanamountequalto$500,000orawholemultipleof $100,000 in excess thereof. Not later than 4:00 p.m. on the Borrowing Date specified in the borrowingnoticeinrespectofanySwingLineLoan,theSwingLineLendershallmakeavailabletotheAdministrativeAgentattheAdministrativeAgent’sOfficeanamountinimmediatelyavailablefunds equal to the amount of such Swing Line Loan. The Administrative Agent shall make the proceeds of suchSwing Line Loan available to the Borrowers on such Borrowing Date in like funds as received by theAdministrativeAgent.

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(b)The Swing Line Lender, at any time and from time to time in its sole andabsolute discretion may, on behalf of the Borrowers (which hereby irrevocably directs the Swing LineLender to act on its behalf), on one Business Day’s notice given by the Swing Line Lender no later than12:00 noon, request each Lender to make, and each Lender hereby agrees to make, a Revolving CreditLoan (which shall initially be a Base Rate Loan), in an amount equal to such Lender’s Revolving CreditPercentage of the aggregate amount of the Swing Line Loans (the “Refunded Swing Line Loans”)outstanding on the date of such notice, to repay the Swing Line Lender. Each Lender shall make theamount of such Revolving Credit Loan available to the Administrative Agent at the AdministrativeAgent’s Office in immediately available funds, not later than 10:00 a.m., one Business Day after the dateof such notice. The proceeds of such Revolving Credit Loans shall be made immediately available by theAdministrativeAgenttotheSwingLineLenderforapplicationby theSwing LineLendertotherepaymentof the Refunded Swing Line Loans.

(c)If prior to the time a Revolving Credit Loan would have otherwise beenmade pursuant to Section 2.07(b), one of the events described in Section 8.01(f) shall have occurred andbe continuing with respect to any Borrower, or if for any other reason, as determined by the Swing LineLender in its sole discretion, Revolving Credit Loans may not be made as contemplated by Section2.07(b),eachLendershall,onthedatesuchRevolvingCreditLoanwastohavebeenmadepursuanttothenoticereferredtoinSection2.07(b)(the“RefundingDate”),purchaseforcashanundividedparticipating interest in the then outstanding Swing Line Loans by paying to the Swing Line Lender anamount (the “Swing Line Participation Amount”) equal to (i) such Lender’s Revolving Credit Percentagetimes (ii) the sum of the aggregate principal amount of Swing Line Loans then outstanding which were tohave been repaid with such Revolving Credit Loans.

(d)Whenever,atany time after the Swing Line Lender has received fromany LendersuchLender’sSwing Line Participation Amount, theSwing Line Lenderreceivesanypayment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender itsSwing Line Participation Amount (appropriately adjusted, in the case of interest payments, to reflect theperiod of time during which such Lender’s participating interest was outstanding and funded and, in thecase of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if suchpayment is not sufficient to pay the principal of and interest on all Swing Line Loans then due); provided,however,thatinthe event that such payment received by the Swing Line Lender is required to bereturned,suchLenderwillreturntotheSwingLineLenderanyportionthereofpreviously distributedtoit by the Swing Line Lender.

(e)EachLender’sobligationtomaketheLoansreferredtoinSection2.07(b)andtopurchaseparticipatinginterestspursuanttoSection2.07(c)shallbeabsoluteandunconditional and shall not be affected by any circumstance, including, without limitation, (i) any setoff,counterclaim, recoupment, defense or other right which such Lender or the Borrowers may have againstthe Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (ii) the occurrenceorcontinuanceofaDefaultorthefailuretosatisfyanyoftheotherconditionsspecifiedinArticleIV; (iii) any adverse change in the condition (financial or otherwise) of the Borrowers; (iv) any breach of thisAgreementoranyotherLoanDocumentbyanyBorrower,anyotherLoanPartyorany otherLender;or (v) anyothercircumstance,happeningoreventwhatsoever,whetherornotsimilartoanyoftheforegoing.

Section2.08IncrementalCreditExtensions.

(a)TheBorrowersmayatanytimeorfromtimetotimeaftertheAmendment No. 4 Effective Date, by notice from the Parent Borrower to the Administrative Agent(whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request oneor more increases in the amount of the Revolving Credit Commitments (each such increase, a “RevolvingCreditCommitmentIncrease”);providedthatbothatthetimeofanysuchrequestandupontheeffectiveness of any Incremental Amendment referred to below (i) all representations and warranties inArticle V shall be true and correct in all material respects (except where such representations andwarrantiesexpresslyrelatetoanearlierdate,inwhichcasesuchrepresentationsandwarrantiesshallhave been true and correct in all material respects as of such earlier date and except to the extent that aparticularrepresentationorwarrantyisalreadyqualifiedbymateriality,inwhichcasesuchrepresentation or warranty shall be true and correct), (ii) no Default

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or Event of Default shall exist orwould result therefrom and (iii) the aggregate principal amount of all Revolving Credit CommitmentIncreases shall not exceed $50,000,000.

(b)Each Revolving Credit Commitment Increase shall be in an aggregateprincipal amount that is a whole multiple of $500,000 which is not less than $10,000,000 (provided thatsuch amount may be less than $10,000,000 if such amount represents all remaining availability under thelimit set forth in Section2.08(a)(iii)above).

(c)The Revolving Credit Loans made pursuant to the Revolving CreditCommitment Increases (a) shall be made under and documented in this Agreement or pursuant to anamendment hereto and shall rank pari passu in right of payment and of security with the Revolving CreditLoans and (b) shall be treated substantially the same as or less favorably than the Revolving Credit Loans(including with respectto mandatoryand voluntaryprepayments andvoting rights).

(d)Each notice from the Borrowers pursuant to this Section 2.08 shall setforth the requested amount and proposed terms of the relevant Revolving Credit Commitment Increases.Revolving Credit Commitment Increases may be provided by any existing Lender or by any other bank orother financial institution selected by the Borrowers (any such bank or other financial institution beingcalled an “Additional Lender”); provided that the Administrative Agent shall have consented (not to beunreasonably withheld) to such Lender’s or Additional Lender’s providing any such Revolving CreditCommitment Increases if such consent would be required under Section 11.06 for an assignment ofRevolving Credit Commitments to such Lender or Additional Lender. Revolving Credit Commitments inrespect of Revolving Credit Commitment Increases shall become Revolving Credit Commitments (or inthe case of a Revolving Credit Commitment Increase to be provided by an existing Lender, an increase insuchLender’sapplicableRevolvingCreditCommitment)underthisAgreementpursuanttoanamendment(an“IncrementalAmendment”)tothisAgreementand,asappropriate,theotherLoanDocuments,executedbyHoldings,theBorrowers,eachLenderagreeingtoprovidesuchRevolvingCreditCommitment,ifany,eachAdditionalLender,ifany,andtheAdministrativeAgent.TheIncremental Amendment may, without the consent of any other Lenders, effect such amendments to thisAgreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinionoftheAdministrativeAgentandtheBorrowers,toeffecttheprovisionsofthis Section 2.08. Theeffectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof ofeachoftheconditionssetforthinSection4.02andsuchotherconditionsasthepartiestheretoshallagree. The Borrowers will use the proceeds of the Revolving Credit Commitment Increases for anypurpose not prohibited by this Agreement. No Lender shall be obligated to provide any Revolving CreditCommitment Increases, unless it so agrees. Upon each increase in the Revolving Credit Commitmentspursuant to this Section 2.08, each Lender immediately prior to such increase will automatically andwithoutfurtheractbedeemedtohaveassignedtoeachLenderprovidingaportionoftheRevolving Credit Commitment Increase (each, a “Revolving Credit Commitment Increase Lender”) in respect ofsuch increase, and each such Revolving Credit Commitment Increase Lender will automatically andwithout further act be deemed to have assumed, a portion of such Lender’s participations hereunder inoutstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemedassignmentandassumptionofparticipations,thepercentageoftheaggregateoutstanding(i)participationshereunderinLettersofCreditand(ii)participationshereunderinSwingLineLoansheldby each Lender (including each such Revolving Credit Commitment Increase Lender) will equal thepercentage of the aggregate Revolving Credit Commitments of all Lenders represented by such Lender’sRevolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving CreditLoans outstanding, the Lenders (including the Additional Lenders) shall make such payments as directedby the Administrative Agent in order that the Revolving Credit Loans are held by the Lenders (includingAdditionalLenders)ratably inaccordancewiththeincreased Revolving CreditCommitments (andinterest and other payments shallbe adjusted accordingly).

(e)TheAdministrativeAgentandtheLendersherebyagreethattheminimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in thisAgreement shallnot applyto thetransactions effectedpursuant tothis Section2.08.

(f)ThisSection2.08shallsupersedeanyprovisionsinSection2.14,2.15or 11.01 tothecontrary.

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Section2.09Prepayments.

(a)Optional. The Borrowers may, upon notice to the Administrative Agent,atany time or from time to time voluntarily prepay Loans in whole or in part without premium orpenalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00p.m., (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) oneBusinessDaypriortothedateofprepaymentofBaseRateLoans;(B)anyprepaymentofEurodollarRate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excessthereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or awhole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereofthen outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s)of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of suchLoans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, andof the amount of such Lender’s ratable portion of such prepayment. If such notice is given by theBorrowers, the Borrowers shall make such prepayment and the payment amount specified in such noticeshall be due and payable on the date specified therein; provided that if such prepayment is being made inconnection with the closing of another transaction it may be conditioned upon the closing of suchtransaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest onthe amountprepaid, togetherwith any additionalamounts required pursuant to Section 3.05. Eachprepaymentofany Loansshallbe paid to the Lenders thereof in accordance with their respectiveApplicable Percentages in respectof the Revolving CreditFacility.

(b)Mandatory.(i)IfforanyreasontheTotalRevolvingExtensionsofCreditatany timeexceedtheLineCapasthenin effect, the Borrowers shall immediately prepay RevolvingCreditLoans,SwingLineLoans,andLetterofCreditborrowingsand/orCashCollateralizetheL/CObligations(otherthanLetterofCreditborrowings)inanaggregateamountequaltosuchexcess;provided,however,thattheBorrowersshallnotberequiredtoCashCollateralizetheL/CObligationspursuanttothisSection2.09(b)(i)unlessaftertheprepaymentinfulloftheRevolvingCreditLoansand theSwingLineLoansandtheTotalRevolvingExtensionsofCreditexceedtheLineCapasthenineffect.

(ii)TheBorrowersshallalsoprepaytheLoansandCashCollateralize Lettersof Creditinaccordance withtheprovisions ofSection 6.13.

Section2.10Interest.

(a)Subject to the provisions of Section 2.10(b), (i) each Eurodollar RateLoan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate perannum equal to the Eurodollar Rate for such Interest Period plus the Applicable Margin; and (ii) eachBase Rate Loan shall bear interest on the outstanding principal amount thereof from the applicableborrowing dateat arate perannum equalto theBaseRateplusthe ApplicableMargin.

(b)(i)Ifany Obligationisnotpaidwhendue(ineachcase,withoutregardtoanyapplicablegraceperiods),whetheratstatedmaturity,byaccelerationorotherwise,thentheAdministrativeAgentupontherequestoftheRequiredLendersshallnotifytheBorrowersthatsuchamountshall,untilsuchtimeassuchEventofDefaulthasceasedtoexist,bearinterestatafluctuatinginterestrateperannumatalltimesequaltotheDefaultRatetothefullestextentpermittedbyapplicableLaws.

(ii)If any other Event of Default exists, then the AdministrativeAgent, upon the request of the Required Lenders, shall notify the Borrowers that the principalamount of all outstanding Obligations (including, without limitation, all Letter of Credit Fees)shall, until such time as such Event of Default has ceased to exist, bear interest at a fluctuatinginterest rate per annum at all times equal to the Default Rate to the fullest extent permitted byapplicable Laws; provided that such request and notice shall not be required with respect to anyEvent of Default under Section 8.01(f) and, upon such an Event of Default such amounts shallbear interest at the Default Rate automatically.

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(c)Accruedandunpaidinterestonpastdueamounts(includinginterestonpast due interest) shall be dueand payable upon demand.

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

Section2.11Fees.

(a)TheBorrowersshallpaythefeesrelatingtotheRevolvingCreditFacility to the Persons in the amounts and at the times specified in the Administrative Agent Fee Letter.Such feesshallbefullyearnedwhenpaidandshallnotberefundableforanyreason whatsoever.

(b)The Borrowers agree to pay to the Administrative Agent for the accountof each Lender (other than any Defaulting Lender) a commitment fee for the period from and includingthe Amendment No. 4 Effective Date to but excluding the last day of the Revolving Credit CommitmentPeriod, computed at the Commitment Fee Rate on the actual daily amount of the Available RevolvingCreditCommitmentofsuchLenderduringtheperiodforwhichpaymentismade,payablequarterlyin arrearsonthelastBusinessDayofeachMarch,June,SeptemberandDecemberandontheRevolvingCredit TerminationDate,commencingonthe firstofsuchdatesto occurafterthedatehereof.

Section 2.12Computation of Interest and Fees. All computations of interest for BaseRate Loans shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual dayselapsed. All other computations of fees and interest shall be made on the basis of a 360-day year andactual days elapsed (which results in more fees or interest, as applicable, being paid than if computed onthe 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 ispaid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section2.14(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate orfee hereundershall beconclusive andbinding forall purposes,absentmanifest error.

Section 2.13Evidence of Debt. The Credit Extensions made by each Lender shall beevidenced by one or more accounts or records maintained by such Lender and by the AdministrativeAgentintheordinary course of business. The accounts or records maintained by the AdministrativeAgent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensionsmade by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record orany error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowershereunder to pay any amount owing with respect to the Obligations. In the event of any conflict betweenthe accounts and records maintained by any Lender and the accounts and records of the AdministrativeAgentinrespectofsuchmatters,theaccountsandrecordsoftheAdministrativeAgentshallcontrolinthe absence of manifest error. Upon the request of any Lender made through the Administrative Agent,the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note orNotes, which shall evidence such Lender’s Loans and Revolving Credit Commitments in addition to suchaccounts or records. Each Lender may attach schedules to its Note(s) and endorse thereon the date, Type(if applicable), amount and maturity of its Loans and Revolving Credit Commitments and payments withrespect thereto. Upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation ofsuch Lender’s Note(s) and upon cancellation of such Note(s), the Borrowers will issue, in lieu thereof, areplacementNoteorNotesinfavorofsuchLender,inthesameprincipalamountthereofandotherwiseof like tenor.

Section2.14PaymentsGenerally;AdministrativeAgent’sClawback.

(a)General. Allpayments to bemade by theBorrowersshallbe madewithout condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwiseexpressly provided herein, all payments by the Borrowers hereunder shall be made to the AdministrativeAgent, for the account of the respective

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Lenders to which such payment is owed, at the AdministrativeAgent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the datespecifiedherein.TheAdministrativeAgentwillpromptlydistributetoeachLenderitsApplicablePercentage (or other applicable share as provided herein) of such payment in like funds as received bywire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest orfee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day otherthan a Business Day, payment shall be made on the next following Business Day, and such extension oftime shall be reflectedon computing interestor fees, asthe case maybe.

(b)Funding by Lenders; Presumption by Administrative Agent. (i) Unless theAdministrativeAgentshallhavereceivednoticefromaLenderpriortotheproposeddateofanyBorrowingofEurodollarRateLoans(or,inthecaseofanyBorrowingofBaseRateLoans,priorto12:00noononthedateofsuchBorrowing)thatsuchLenderwillnotmakeavailabletotheAdministrative AgentsuchLender’sshareof such Borrowing, the Administrative Agent may assume that such Lenderhas made such share available on such date in accordance with Section 2.05 (or, in the case of aBorrowing of Base Rate Loans, that such Lender has made such share available in accordance with and atthe time required by Section 2.05) and may, in reliance upon such assumption, make available to theBorrowers a corresponding amount. In such event, if a Lender has not in fact made its share of theapplicableBorrowingavailabletotheAdministrativeAgent,thentheapplicableLenderandtheBorrowers severally agree to pay to the Administrative Agent forthwith on demand such correspondingamount in immediately available funds with interest thereon, for each day from and including the datesuchamountismadeavailabletotheBorrowerstobutexcludingthedateofpaymenttotheAdministrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of theFederal Funds Rate and a rate determined by the Administrative Agent in accordance with bankingindustry rules on interbank compensation, plus any administrative, processing or similar fees customarilychargedbytheAdministrativeAgentinconnectionwiththeforegoing,and(B)inthecaseofa paymentto be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and suchLender shall pay such interest to the Administrative Agent for the same or an overlapping period, theAdministrative Agent shall promptly remit to the Borrowers the amount of such interest paid by theBorrowersforsuchperiod.IfsuchLenderpaysitsshareoftheapplicableBorrowingtotheAdministrative Agent, then the amount so paid shall constitute such Lender’s Loan included in suchBorrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers mayhave against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii)Payments by Borrowers; Presumptions by Administrative Agent.Unless the Administrative Agent shall have received notice from the BorrowersParent Borrowerprior to the time at which any payment is due to the Administrative Agent for the account of theLendershereunderthattheBorrowerswillnotmake such payment, the Administrative Agentmay assume thatthe Borrowershave made such paymenton such date in accordance herewithand may, in reliance upon such assumption, distribute to the Lenders the amount due. In suchevent, if With respect to any payment that the Administrative Agent makes for the account of theLenders hereunder as to which the Administrative Agent determines (which determination shallbeconclusiveabsentmanifesterror)thatanyofthefollowingapplies(suchpaymentreferredtoas the “Rescindable Amount”): (1) the Borrowers have not in fact made such payment,; (2) theAdministrative Agent has made a payment in excess of the amount so paid by the Borrowers(whether or not then owed); or (3) the Administrative Agent has for any reason otherwiseerroneously made such payment; then each of the Lenders severally agrees to repay to theAdministrative Agent forthwith on demand, the amountRescindable Amount so distributed tosuchLender,inimmediatelyavailablefundswithinterestthereon,foreachdayfromandincluding the date such amount is distributed to it to but excluding the date of payment to theAdministrative Agent, at the greater of the Federal Funds Rate and a rate determined by theAdministrative Agent inaccordance withbanking industry ruleson interbankcompensation.

A notice of the Administrative Agent to any Lender or the BorrowersParent Borrowerwith respect to any amount owing under this subsectionclause(b) shall be conclusive, absent manifesterror.

(c)Failureto Satisfy ConditionsPrecedent. Ifany Lender makes availableto the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoingprovisionsofthis

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ArticleII,andsuchfundsarenotmadeavailabletotheBorrowersbytheAdministrative Agent because the conditions to the applicable Credit Extension set forth in Article IV arenot satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return suchfunds (in likefunds asreceived fromsuch Lender)to suchLender, withoutinterest.

(d)ObligationsofLendersSeveral.TheobligationsoftheLendershereunder to make Loans, participate in Letters of Credit or Swing Line Loans and to make paymentspursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, tofundany suchparticipation orto make any paymentunderSection 11.04(c)on any date requiredhereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and noLender shall be responsible for the failure of any other Lender to so make its Loan, to purchase itsparticipation or to make itspayment underSection 11.04(c).

(e)Funding Source. Nothing herein shall be deemed to obligate any Lenderto obtain the funds for any Loan in any particular place or manner or to constitute a representation by anyLender thatithasobtainedorwillobtainthefundsforanyLoaninanyparticularplace ormanner.

(f)Insufficient Funds. Subject to Section 8.03, if at any time insufficientfunds are received by and available to the Administrative Agent to pay fully all amounts of principal,interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest andfees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts ofinterestandfeesthenduetosuchparties,and(ii)second,towardpaymentofprincipalthenduehereunder,ratablyamongthepartiesentitledtheretoinaccordancewiththeamountsofprincipalthendue to such parties.

Section2.15SharingofPaymentsbyLenders.(i)IfanyLendershall,byexercisinganyrightofsetofforcounterclaimorotherwise,obtainpaymentinrespectof(a)ObligationsdueandpayabletosuchLenderhereunderandundertheotherLoanDocumentsatsuchtimeinexcessofitsratableshare(accordingtotheproportionof(i)theamountofsuchObligationsdueandpayabletosuchLenderatsuchtimeto(ii)theaggregateamountoftheObligationsdueandpayabletoallLendershereunderandundertheotherLoanDocumentsatsuchtime)ofpaymentsonaccountoftheObligationsdueandpayabletoallLendershereunderandundertheotherLoanDocumentsatsuchtimeobtainedbyalltheLendersatsuchtimeor(b)Obligationsowing(butnotdueandpayable)tosuchLenderhereunderandundertheotherLoanDocumentsatsuchtimeinexcessofitsratableshare(accordingtotheproportionof(i)theamountofsuchObligationsowing(butnotdueandpayable)tosuchLenderatsuchtimeto(ii)theaggregateamountoftheObligationsowing(butnotdueandpayable)toallLendershereunderandundertheotherLoanDocumentsatsuchtime)ofpaymentonaccountoftheObligationsowing(butnotdueandpayable)toallLendershereunderandundertheotherLoanDocumentsatsuchtimeobtainedbyalloftheLendersatsuchtimethentheLenderreceivingsuchgreaterproportionshall (a) notifytheAdministrativeAgentofsuchfact,and(b)purchase(forcashatfacevalue)participations intheLoansoftheotherLenders,ormakesuchotheradjustmentsasshallbeequitable,sothatthebenefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregateamount of Obligations then due and payable to the Lenders or owing (but not due and payable) to theLenders, as the case may be;provided that:

(ii)if any such participations are purchased and all or any portion ofthe payment giving rise thereto is recovered, such participations shall be rescinded and thepurchase price restoredto theextent ofsuch recovery,without interest;and

(iii)theprovisionsofthisSection2.15 shallnotbeconstrued toapply to (A) any payment made by the Borrowers pursuant to and in accordance with the expressterms of this Agreement or (B) any payment obtained by a Lender as consideration for theassignment of or sale of a participation in any of its Loans to any assignee or participant if madein accordance with Section 11.06.

Each Loan Party consents to the foregoing and agrees, to the extent it may effectively doso under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangementsmay exercise against

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such Loan Party rights of setoff and counterclaim with respect to such participationasfullyasifsuchLenderwereadirectcreditorofsuchLoanPartyintheamountofsuchparticipation.

Section2.16LettersofCreditCommitment.

(a)Subjecttothetermsandconditionshereof,eachIssuingLenderagrees,in each case, in reliance on the agreements of the other Lenders set forth in Section 2.19(a), to issueStandby Letters of Credit or Commercial Letters of Credit (the “Letters of Credit”) for the account of theBorrowers (which the Borrowers may request be issued with respect to obligations of any Subsidiary of aBorrower) on any Business Day during the Revolving Credit Commitment Period in such form as may beapproved from time to time by the Issuing Lender; provided that no Issuing Lender shall be obligated toissueany LetterofCreditif,aftergiving effect to such issuance, (i) the L/C Obligations would exceedthe L/C Commitment or (ii) the Total Revolving Extensions of Credit would exceed the Line Cap. EachLetter of Credit shall be denominated inDollars.

(b)NoIssuingLendershallbeobligatedtoissueanyLetterofCredithereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant toexceed any limits imposed by, any applicable Law. The Issuing Lender shall not issue any Letter ofCredit,if:

(i)subject to Section 2.16(d), the expiry date of such requestedStandby Letter of Credit would occur more than twelve (12) months after the date of issuance orlast extension,unless theRequired Lendershaveapproved suchexpiry date;or

(ii)subject to Section 2.16(d), the expiry date of such requestedCommercial Letter of Credit would occur more than 120 days after the date of issuance, unlessthe Required Lenders have approvedsuch expiry date; or

(iii)the expiry date of such requested Letter of Credit would occuraftertheLetterofCreditExpirationDate,unlessCashCollateralizedorotherwisecreditsupported to the reasonable satisfaction of the Administrative Agent and the applicable IssuingLender at the time of issuance.

(c)No Issuing Lender shall not be under any obligation to issue any Letterof Credit if any order, judgment or decree of any Governmental Authority or arbitrator shall by its termspurporttoenjoinorrestraintheIssuingLenderfromissuingtheLetterofCredit,oranyLawapplicableto the Issuing Lender or any request or directive (whether or not having the force of law) from anyGovernmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that theIssuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particularor shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve orcapital requirement (for which the Issuing Lender is not otherwise compensated hereunder) not in effecton the Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expensewhich was not applicable on the Closing Date and which the Issuing Lender in good faith deems materialtoit.

(d)UnlessotherwiseexpresslyagreedbytheIssuingLenderandtheBorrowers when a Letter of Credit is issued (i) the rules of the ISP shall apply to each Standby Letter ofCredit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recentlypublishedbytheInternational  ChamberofCommerceat  thetimeofissuanceshall  applytoeach Commercial Letter of Credit. Notwithstanding the foregoing, the Issuing Lenders shall not be responsibleto the Borrowers for, and the Issuing Lenders’ rights and remedies against the Borrowers shall not beimpaired by, any action or inaction of the Issuing Lenders required or permitted under any law, order, orpracticethatisrequiredorpermittedtobeappliedtoanyLetterofCreditorthisAgreement,includingthe Law or any order of a jurisdiction where the Issuing Lenders or the beneficiary is located, the practicestated in clause (i) or (ii) of the previous sentence, as applicable, or in the decisions, opinions, practicestatements, or official commentary of the ICC Banking Commission, the Bankers Association for Financeand Trade – International Financial Services Association (BAFT-IFSA), or the Institute of InternationalBanking Law&Practice, whetheror notanyLetter ofCreditchooses suchlawor practice.

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Section 2.17ProcedureforIssuanceof Letter of Credit. The Borrowers may fromtime to time request that an Issuing Lender issue a Letter of Credit by delivering to the Issuing Lender atitsaddressfornoticesspecifiedhereinanApplicationtherefor,completedtothereasonablesatisfactionof the Issuing Lender and such other certificates, documents and other papers and information as theIssuing Lendermay reasonably request. Such Application may be sent by facsimile, by United Statesmail,byovernightcourier,byelectronictransmissionusingthesystemprovidedbytheIssuingLender,by personal delivery or by any other means acceptable to the Issuing Lender. Concurrently with thedelivery of an Application to the Issuing Lender, the Parent Borrower shall deliver a copy thereof to theAdministrative Agent. Upon receipt of any Application, the Issuing Lender will process such Applicationandthecertificates,documentsandotherpapersandinformationdeliveredtoitinconnectiontherewithin accordance with their respective customary procedures and the Issuing Lender will issue the Letter ofCredit requested thereby by causing or issuing the original of such Letter of Credit to be issued to thebeneficiary thereof or as otherwise may be agreed to by such Issuing Lender and the Borrowers (but in noevent shall any Issuing Lender be required to issue any Letter of Credit earlier than three Business DaysaftertheIssuingLender’sreceiptoftheApplicationthereforandallsuchothercertificates,documentsand other papers and information relating thereto). Promptly after issuance by an Issuing Lender of aLetter of Credit, the Issuing Lender shall furnish a copy of such Letter of Credit to the Borrowers. TheIssuing Lender shall promptly give notice to the Administrative Agent of the issuance of each Letter ofCreditissuedbysuchIssuingLender(includingthefaceamountthereof),andshallprovideacopyofsuch LetterofCredittothe AdministrativeAgentassoonas possibleafterthedateof issuance.

Section2.18L/C Fees andOther Charges.

(a)The Borrowers shall pay to the Administrative Agent for the account ofeach Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of CreditFee”) (i) with respect to each Commercial Letter of Credit, equal to 50% of the Applicable Margin forEurodollar Rate Loans, times the daily maximum amount available to be drawn under such Letter ofCredit (whether or not such maximum amount is then in effect under such Letter of Credit), and (ii) withrespecttoeachStandbyLetterofCredit,equaltotheApplicableMarginforEurodollarRateLoans,times the daily maximum amount available to be drawn under such Letter of Credit (whether or not suchmaximum amount is then in effect under such Letter of Credit).Letter of Credit Fees shall be (i) due andpayableonthefirstBusinessDayaftertheendofeachMarch,June,SeptemberandDecember,commencing with the first such date to occur after the issuance of such Letter of Credit, on the finalmaturitydateoftheLoansandthereafterondemandand(ii)computedonaquarterlybasisinarrears.

(b)TheBorrowersshallpaydirectlytotheIssuing Lenderforitsownaccount a fronting fee (i) with respect to each Commercial Letter of Credit, at the rate per annum equal toone-eighth of one percent (0.125%), computed on the amount of such Letter of Credit, and payable uponthe issuance thereof, (ii) with respect to any amendment of a Commercial Letter of Credit increasing theamountofsuch LetterofCredit, atarate separately agreed between the Borrowers and the IssuingLender,computedontheamountofsuchincrease,andpayableupontheeffectivenessofsuch amendment, and (iii) with respect to each Standby Letter of Credit, at the rate per annum equal toone-eighth of one percent (0.125%), computed on the daily amount available to be drawn under suchLetter of Credit and on a quarterly basis in arrears.   Such fronting fee shall be due and payable on thefirst Business Day after the end of each March, June, September and December in respect of the mostrecently-ended quarterly period (or portion thereof, in the case of the first payment), commencing withthe first such date to occur after the issuance of such Letter of Credit, on the final maturity date of theLoans and thereafter on demand.

(c)Inadditiontotheforegoingfees,theBorrowersshall(i)payorreimburse each Issuing Lender other than the initial Issuing Lender, without duplication, for such normalandcustomarycostsandexpensesasareincurredorchargedbysuchIssuingLenderinissuing,negotiating, effecting payment under, amending or otherwise administering any Letter of Credit and (ii)with respect to any Letter of Credit issued by the initial Issuing Lender, pay the Work Fee applicablethereto.

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Section2.19L/CParticipations.

(a)Each Issuing Lender irrevocably agrees to grant and hereby grants toeach L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/CParticipant irrevocably agrees to accept and purchase and hereby accepts and purchases from the IssuingLenderonthetermsandconditionshereinafterstated,forsuchL/CParticipant’sownaccountandrisk,anundividedinterestequaltosuchL/C Participant’sRevolving CreditPercentageofeach IssuingLender’s obligations and rights under each Letter of Credit issued by such Issuing Lender hereunder andthe amount of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionallyand irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit forwhich the Issuing Lender is not reimbursed in full by the Borrowers in accordance with the terms of thisAgreement, such L/C Participant shall pay to the Administrative Agent for the account of the IssuingLender upon demand of the Administrative Agent at the Administrative Agent’s address for notices (andthereafter the Administrative Agent shall promptly pay to the Issuing Lender) an amount equal to suchL/C Participant’s Revolving Credit Percentage of the amount of such draft, or any part thereof, that is notso reimbursed. Each L/C Participant’s obligation to pay such amount shall be absolute and unconditionalandshallnotbeaffectedby any circumstance,including (i)any setoff,counterclaim, recoupment,defense orotherrightthatsuch L/C Participantmay have against the Issuing Lender, any Borrower oranyotherPersonforanyreasonwhatsoever,(ii)theoccurrenceorcontinuanceofaDefaultoranEventof Default or the failure to satisfy any of the other conditions specified in Article IV, (iii) any adversechange in the condition (financial or otherwise) of any Borrower, (iv) any breach of this Agreement orany other Loan Document by any Borrower, any other Loan Party or any other L/C Participant or (v) anyothercircumstance,happeningoreventwhatsoever,whetherornotsimilartoanyoftheforegoing.

(b)If any amount (a “Participation Amount”) required to be paid by any L/CParticipanttoanIssuingLenderpursuanttoSection2.19(a)inrespectofanyunreimbursedportionofany payment made by such Issuing Lender in connection with any Letter of Credit is not paid to anIssuing Lender within three Business Days after the date such payment is due, the Administrative Agentshallpromptly notify theL/C Participants, and each L/C Participant shall pay to the AdministrativeAgent, for the account of such Issuing Lender, as the case may be, on demand (and thereafter theAdministrative Agent shall promptly pay to such Issuing Lender) an amount equal to the product of (i)such Participation Amount, times (ii) the daily average Federal Funds Rate during the period from andincludingthedatesuchpaymentisrequiredtothedateonwhichsuchpaymentisimmediatelyavailableto such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapseduring such period and the denominator of which is 360. If any Participation Amount required to be paidby anyL/CParticipantpursuanttoSection2.19(a)isnotmadeavailabletotheAdministrativeAgentfor theaccountofsuchIssuingLenderbysuchL/CParticipantwithinthreeBusinessDaysafterthedatesuch payment is due, the Administrative Agent on behalf of such Issuing Lender shall be entitled torecoverfromsuchL/CParticipant,ondemand,suchParticipationAmountwithinterestthereoncalculated from such due date at the rate per annum applicable to Base Rate Loans under the RevolvingCredit Facility. A certificate of the Administrative Agent submitted on behalf of such Issuing Lender toany L/C Participant with respect to any amounts owing under this Section 2.19 shall be conclusive in theabsence of manifest error.

(c)Whenever, at any time after an Issuing Lender has made payment underany Letter of Credit and has received from the Administrative Agent any L/C Participant’s pro rata shareof such payment in accordance with Section 2.19(a) and the Administrative Agent receives any paymentrelated to such Letter of Credit (whether directly from the Borrowers or otherwise, including proceeds ofcollateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, theAdministrative Agent will promptly distribute to such L/C Participant its pro rata share thereof; provided,however, that in the event that any such payment received by such Issuing Lender shall be required to bereturned by such Issuing Lender, such L/C Participant shall return to the Administrative Agent for theaccount of such Issuing Lender (and thereafter the Administrative Agent shall promptly return to suchIssuing Lender), theportion thereofpreviously distributedby suchIssuing Lender.

Section 2.20LettersofCreditReimbursementObligationoftheBorrowers.TheBorrowers agree to reimburse the Issuing Lender on each date on which such Issuing Lender notifies theBorrowers of the date and amount of a draft presented under any Letter of Credit and paid by the IssuingLender, for the amount of (a) such draft so paid and

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(b) any Taxes, fees, charges or other costs orexpenses incurred by the Issuing Lender (without duplication) in connection with such payment (theamounts described in the foregoing clauses (a) and (b) in respect of any drawing, collectively, the“Payment Amount”). Each such payment shall be made through the Administrative Agent in lawfulmoney of the United States of America and in immediately available funds. Interest shall be payable oneachPaymentAmountfromthedateoftheapplicabledrawinguntilpaymentinfullattheratesetforthin(i)untilthesecondBusinessDayfollowingthedateoftheapplicabledrawing,Section2.10(a)(ii)and(ii)thereafter, Section 2.10(b). Each drawing under any Letter of Credit shall (unless an event of the typedescribedinSection8.01(f)shallhaveoccurredandbecontinuingwithrespecttotheBorrowers,inwhichcasetheproceduresspecifiedinSection2.19forfundingbyL/CParticipantsshallapply)constitute a request by the Borrowers (provided that the Borrowers shall not be deemed to have made anyrepresentationsorwarrantiesinconnectionwithsuchrequest)totheAdministrativeAgentforaborrowing pursuant to Section 2.05 of Base Rate Loans (or, at the option of the Administrative Agent andtheSwingLineLenderintheirsolediscretion,aborrowingpursuanttoSection2.07ofSwingLineLoans) in the amount of such drawing. The Borrowing Date with respect to such borrowing shall be thefirst date on which a borrowing of Revolving Credit Loans (or, if applicable, Swing Line Loans) could bemade,pursuanttoSection2.05(or,ifapplicable,Section2.07),iftheAdministrativeAgenthadreceiveda notice of such borrowing at the time the Administrative Agent receives notice from the Issuing Lenderof such drawing under such Letter of Credit. If Revolving Credit Loans (or, if applicable, Swing LineLoans) are otherwise unavailable to the Borrowers, the Payment Amount shall be paid to the IssuingLender, on (x) the same Business Day that the Issuing Lender notifies the Borrowers of the date andamount of a draft presented under any Letter of Credit and paid by the Issuing Lender, if such notice isprovidedpriorto12:00p.m.(NewYorkCitytime)or(y)thefollowingBusinessDay,inallothercases.

Section 2.21LettersofCreditObligationsAbsolute.TheBorrowers’obligationsunder Section 2.20 in respect of the Letters of Credit shall be absolute and unconditional under any andall circumstances and irrespective of any setoff, counterclaim or defense to payment that any Borrowermay have or have had against any Issuing Lender, any beneficiary of a Letter of Credit or any otherPerson.TheBorrowersalsoagreewitheachIssuingLenderthattheIssuingLendersshallnotberesponsiblefor,andtheBorrowers’reimbursementobligationsunderSection2.20shallnotbeaffectedby, among other things, the validity or genuineness of documents or of any endorsements thereon, eventhough such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between oramong any Borrower and any beneficiary of any Letter of Credit or any other party to which such Letterof Credit may be transferred or any claims whatsoever of any Borrower against any beneficiary of suchLetter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission,interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted,in connection with any Letter of Credit, except that the Issuing Lender shall be liable to the extentprovided by law for errors or omissions found by a final and nonappealable decision of a court ofcompetent jurisdiction to have resulted from the gross negligence or willful misconduct of such IssuingLender.TheBorrowersagreethatanyactiontakenoromittedbyanIssuingLenderunderorinconnection with any LetterofCreditissued by itortherelated draftsordocuments, ifdonein theabsence of gross negligence or willful misconduct and in accordance with the standards or care specifiedin the Uniform Commercial Code of the State of New York, shall be binding on each Borrower and shallnot result in any liability of any Issuing Lender to any Borrower. The initial Issuing Lender shall not haveany liability to any Borrower, the Administrative Agent or the Lenders in respect of any Letters of Creditissued by it or any Letters of Credit requested to be issued by it, nor shall the initial Issuing Lender oweany duty to any Person, or be deemed to have agreed, to issue any Letters of Credit. The Issuing Lendersmay send a Letter of Credit or conduct any communication to or from the beneficiary via the Society forWorldwide Interbank Financial Telecommunication (SWIFT) message or overnight courier, or any othercommerciallyreasonable means of communicating with a beneficiary.

Section 2.22Letter of Credit Payments. If any draft shall be presented for paymentunderanyLetterofCredit,theIssuingLendershallpromptlynotifytheBorrowersandtheAdministrative Agent of the date and amount thereof. The responsibility of any Issuing Lender to theBorrowers in connection with any draft presented for payment under any Letter of Credit, in addition toany payment obligation expressly provided for in such Letter of Credit issued by such Issuing Lender,shall be limited to determining that the documents (including each draft) delivered under such Letter ofCredit in connection with such presentment appear on their face to be in conformity with such Letter ofCredit and, in

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the case of any Issuing Lender, making any payment to the applicable beneficiary inaccordance with theapplicable Letterof Credit.

Section 2.23Letter of Credit Applications. To the extent that any provision of anyApplication related to any Letter of Credit is inconsistent with the provisions of this Article II, theprovisions of this Article IIshall apply.

Section2.24DefaultingLenderAdjustments.(a)NotwithstandinganythingtothecontrarycontainedinthisAgreement,ifanyLenderbecomesaDefaultingLender,then,untilsuchtimeas thatLender isnolonger aDefaultingLender, totheextent permittedby applicableLaw:

(i)Waivers and Amendments. That Defaulting Lender’s right toapprove or disapprove any amendment, waiver or consent with respect to this Agreement shall berestrictedassetforthin Section 11.01.

(ii)Reallocation of Payments. Any payment of principal, interest,fees or other amounts received by the Administrative Agent for the account of that DefaultingLender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, andincluding any amounts made available to the Administrative Agent by that Defaulting Lenderpursuant to Section 11.08), shall be applied at such time or times as may be determined by theAdministrative Agent as follows: first, to the payment of any amounts owing by that DefaultingLendertotheAdministrativeAgenthereunder;second,tothepaymentonaproratabasisofany amounts owing by that Defaulting Lender to the Issuing Lender or Swing Line Lender hereunder;third, if so determined by the Administrative Agent or requested by the Issuing Lender or SwingLine Lender, to beheld asCash Collateralforfuturefunding obligationsofthat DefaultingLender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrowersmay request (so long as no Default or Event of Default exists), to the funding of any Loan inrespect of which that Defaulting Lender has failed to fund its portion thereof as required by thisAgreement,asdeterminedbytheAdministrativeAgent;fifth,ifsodeterminedbytheAdministrative Agent and the Borrowers, to be held in a non-interest bearing deposit account(which amount shall not bear interest under this Agreement) and released in order to satisfyobligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the paymentof any amounts owing to the Lenders, the Issuing Lender or Swing Line Lender as a result of anyjudgment of a court of competent jurisdiction obtained by any Lender, the Issuing Lender orSwing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breachof 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 Borrowers as a result of any judgment of a court ofcompetentjurisdiction obtained by the BorrowersagainstthatDefaulting Lenderas a resultofthat Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to thatDefaultingLenderorasotherwisedirectedbyacourtofcompetentjurisdiction;providedthatif (x)suchpaymentisapaymentoftheprincipalamountofanyLoansorL/CObligationsin respect of which that Defaulting Lender has not fully funded its appropriate share and (y) suchLoans or L/C Obligations were made at a time when the conditions set forth in Section 4.02 weresatisfiedorwaived,suchpaymentshallbeappliedsolelytopaytheLoansof,andL/CObligations owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to thepayment of any Loans of, or L/C Obligations owed to, that Defaulting Lender. Any payments,prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) topay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section2.24(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lenderirrevocably consents hereto.

(iii)Certain Fees. That Defaulting Lender (x) shall not be entitled toreceive any commitment fee pursuant to Section 2.11(a) for any period during which that LenderisaDefaultingLender(andtheBorrowersshallnotberequiredtopay any suchfeethatotherwise would have been required to have been paid to that Defaulting Lender) and (y) shall benot be entitled toreceive LetterofCredit fees.

(iv)ReallocationofApplicablePercentagestoReduceFrontingExposure. During any period in which there is a Defaulting Lender, for purposes of computingtheamountoftheobligation

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ofeachnon-DefaultingLendertoacquire,refinanceorfundparticipations in Letters of Credit or Swing Line Loans pursuant to Sections 2.07 and 2.19, the“Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effectto the Revolving Credit Commitment of that Defaulting Lender; provided that (i) each suchreallocation shall be given effect only if, at the date the applicable Lender becomes a DefaultingLender, the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fundparticipations in Letters of Credit and Swing Line Loans shall not exceed the positive difference,if any, of (1) the Revolving Credit Commitment of that non-Defaulting Lender minus (2) theaggregate outstanding amount of the Revolving Extensions of Credit of that Lender. For theavoidance of doubt, under no circumstances shall the Revolving Extension of Credit of anyLenderbe in excess of such Lender’sRevolving Credit Commitment.

(v)ReallocationofRevolvingCreditPercentages.DuringanyperiodinwhichthereisaDefaultingLender,forpurposesofcomputingtheamountofthe obligation of each non-Defaulting Lender to fund Revolving Credit Loans pursuant to Section2.01,the“Revolving CreditPercentage”ofeach non-Defaulting Lendershallbecomputedwithout giving effect to the Revolving Credit Commitment of that Defaulting Lender; providedthat (i) each such reallocation shall be given effect only if, at the date the applicable Lenderbecomes a Defaulting Lender, the aggregate obligation of each non-Defaulting Lender to fundRevolving Credit Loans shall not exceed the positive difference, if any, of (1) the RevolvingCreditCommitment of that non-Defaulting Lender minus (2) the aggregate outstanding amountof the Revolving Extensions of Credit of that Lender. For the avoidance of doubt, under nocircumstances shall the Revolving Extension of Credit of any Lender be in excess of suchLender’sRevolvingCreditCommitment.

(b)DefaultingLenderCure.IftheParentBorrower,theAdministrativeAgent,SwingLineLenderandtheIssuing Lenderagreeinwriting intheirsolediscretionthataDefaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent willso notify the parties hereto, whereupon as of the effective date specified in such notice and subject to anyconditions set forth therein (which may include arrangements with respect to any Cash Collateral), thatLender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders ortakesuchotheractionsastheAdministrativeAgentmaydeterminetobenecessarytocausetheRevolving Credit Loans and funded and unfunded participations in Letters of Credit and Swing LineLoans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages(without giving effect to Section 2.24(a)(iv)), whereupon that Lender will cease to be a DefaultingLender; provided that no adjustments will be made retroactively with respect to fees accrued or paymentsmade by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further,that except to the extent otherwise expressly agreed by the affected parties, no change hereunder fromDefaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunderarising from that Lender’s havingbeen a Defaulting Lender.

ARTICLEIII

TAXES,YIELDPROTECTIONANDILLEGALITY

Section3.01Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of anyobligationofanyLoanPartyhereunderorunderanyotherLoanDocumentshallbemadefreeandclearof and without reduction or withholding for any Taxes unless required by applicable Laws; provided thatifany applicablewithholding agentshallberequiredby applicable Laws to deduct any IndemnifiedTaxes or Other Taxes from such payments, then (i) the sum payable by the applicable Loan Party shall beincreased as necessary so that after all required deductions with respect to such Indemnified Taxes orOther Taxes (including deductions applicable to additional sums payable under this Section 3.01) havebeen made, the Administrative Agent or any Lender, as the case may be, receives an amount equal to thesumitwouldhavereceivedhadnosuchdeductionsbeenmade,(ii)theapplicablewithholdingagentshall make such deductions and (iii) the applicable withholding agent shall timely pay the full amountdeducted tothe relevantGovernmental Authorityin accordancewithapplicable law.

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(b)PaymentofOtherTaxesbytheLoanParties.Withoutlimitingorduplicating the provisions of subsection (a) above, the Loan Parties shall timely pay any Other Taxes tothe relevant GovernmentalAuthority in accordancewith applicable law.

(c)Indemnification by the Loan Parties. The Loan Parties shall, jointly andseverally,indemnifytheAdministrativeAgentandeachLender,within10daysafterdemandtherefor, for the full amount of any Indemnified Taxes imposed or asserted on or attributable to any payment by oron account of any obligation of any Loan Party under any Loan Document or Other Taxes (includingIndemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under thisSection 3.01) paid or payable by the Administrative Agent or such Lender, as the case may be, andreasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes orOther Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Acertificate as to the amount of such payment or liability delivered to the Borrowers by a Lender (with acopy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of aLender, shall be conclusive absent manifest error.

(d)Evidence of Payments. As soon as practicable after any payment ofIndemnified Taxes or Other Taxes by the applicable Loan Party to a Governmental Authority, theapplicableLoanParty shalldelivertotheAdministrative Agent the original or a certified copy of areceipt issued by such Governmental Authority evidencing such payment, a copy of the return reportingsuchpayment or otherevidence of suchpayment reasonably satisfactoryto the Administrative Agent.

(e)Status of Lenders. Each Lender shall, at such times as are reasonablyrequestedbytheParentBorrowerortheAdministrativeAgent,providetheBorrowersandtheAdministrativeAgentwithanydocumentationprescribedbyLawsorreasonably requestedby theBorrowers or the Administrative Agent certifying as to any entitlement of such Lender to an exemptionfrom, or reduction in, withholding tax with respect to any payments to be made to such Lender under theLoan Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renderssuch documentation obsolete, expired or inaccurate in any material respect, deliver promptly to theBorrowers and the Administrative Agent updated or other appropriate documentation (including any newdocumentation reasonably requested by the Parent Borrower or the Administrative Agent) or promptlynotify the Borrowers and the Administrative Agent of its inability to do so. Unless the Borrowers or theAdministrative Agent has received forms or other documents satisfactory to it indicating that paymentsunder any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Taxat a rate reduced by an applicable tax treaty, the Borrowers or the Administrative Agent (as applicable)shall withhold amounts required to be withheld by applicable Laws from such payments at the applicablestatutory rate. Without limiting the foregoing:

(1)Each Lender that is a United States person (as defined inSection 7701(a)(30) of the Code) shall deliver to the Borrowers and the AdministrativeAgent on or before the date on which it becomes a party to this Agreement two properlycompletedanddulysignedoriginalcopiesofInternalRevenueServiceForm W-9certifying thatsuch Lenderis exemptfrom U.S.federal backupwithholding.

(2)EachForeignLendershalldelivertotheParentBorrowerandtheAdministrativeAgentonorbeforethedateonwhichitbecomesaparty tothisAgreement(andfrom timetotimethereafterupon therequestoftheBorrowersortheAdministrativeAgent)whicheverofthefollowingisapplicable:

(A)two properly completed and duly signed originalcopies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable(or any successor forms) claiming eligibility for the benefits of an income taxtreaty to which the United States is a party, and such other documentation asrequired under the Code,

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(B)two properly completed and duly signed originalcopiesofInternalRevenueServiceFormW-8ECI(oranysuccessorforms),

(C)in the case of a Foreign Lender claiming thebenefitsoftheexemptionforportfoliointerestunderSection881(c)oftheCode, (A) two properly completed and duly signed certificates substantially in the formof Exhibit O (any such certificate, a “United States Tax Compliance Certificate”)and (B) two properly completed and duly signed original copies of InternalRevenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successorforms),

(D)totheextentaForeignLenderisnotthebeneficial owner (for example, where the Foreign Lender is a partnership or aparticipatingLender),InternalRevenueServiceFormW-8IMY(oranysuccessorforms)oftheForeignLender,accompaniedbyaFormW-8ECI,W-8BENorW-8BEN-E,asapplicable,UnitedStatesTaxComplianceCertificate, Form W-9, Form W-8IMY or any other required information (or anysuccessor forms) from each beneficial owner that would be required under thisSection 3.01(e) if such beneficial owner were a Lender, as applicable (providedthat,ifoneormorebeneficialownersareclaimingtheportfoliointerestexemption, the United States Tax Compliance Certificate may be provided bysuch Foreign Lenderon behalfof such beneficialowner), or

(E)two properly completed and duly signed originalcopies of any other form prescribed by applicable U.S. federal income tax laws(includingtheTreasuryRegulations)asabasisforclaimingacompleteexemption from, or a reduction in, United States federal withholding tax on anypayments to such Lender under the Loan Documents and

(F)if a payment made to a Lender under any LoanDocument would be subject to U.S. federal withholding Tax imposed by FATCAif such Lender were to fail to comply with the applicable reporting requirementsofFATCA(including thosecontained in Section 1471(b)or1472(b)oftheCode, as applicable), such Lender shall deliver to the Parent Borrower and theAdministrative Agent at the time or times prescribed by law and at such time ortimes reasonably requested by the Parent Borrower or the Administrative Agentsuch documentation prescribed by applicable law (including as prescribed bySection1471(b)(3)(C)(i)oftheCode)andsuchadditionaldocumentationreasonably requested by the Parent Borrower or the Administrative Agent as maybe necessary for the Parent Borrower and the Administrative Agent to complywith their obligations under FATCA and to determine that such Lender hascomplied with such Lender’s obligations under FATCA or to determine theamount to deduct and withhold from such payment.Solely for purposes of thisclause (D), “FATCA” shall include any amendments made to FATCA after thedate of this Agreement.

Each Lender shall deliver to the Borrowers and the Administrative Agent two furtheroriginal copies of any previously delivered form or certification (or any applicable successor form) on orbeforethedatethatanysuchform orcertificationexpiresorbecomesobsoleteorinaccurateandpromptly aftertheoccurrence ofany event requiring a change in the most recent form previouslydeliveredbyittotheBorrowersortheAdministrativeAgent,orpromptlynotifytheBorrowersandthe Administrative Agent that it is unable to do so. Each Lender shall promptly notify the AdministrativeAgent at any time it determines that it is no longer in a position to provide any previously delivered formor certification to the Borrowersor the Administrative Agent.

For purposes of determining withholding Taxes imposed under FATCA, from and afterthe Amendment No. 4 Effective Date, the Borrowers and the Administrative Agent shall treat (and theLenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a“grandfatheredobligation”withinthemeaningofTreasuryRegulationSection1.1471-2(b)(2)(i).

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Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any formthat such Lender is not legally eligibleto deliver.

(f)Treatment of Certain Refunds. If the Borrowers reasonably believe thatthe Administrative Agent or a Lender is entitled to a refund (whether received in cash or as an offsetagainst other cash tax obligations) of any Indemnified Taxes or Other Taxes as to which it has beenindemnified by an applicable Loan Party or with respect to which an applicable Loan Party has paidadditionalamountspursuanttothisSection3.01,theParentBorrowermayrequestthattheAdministrative Agent or relevant Lender pursue such refund with the relevant Governmental Authority attheBorrowers’expense(solongassucheffortswouldnot,inthesoledeterminationoftheAdministrative Agent or the Lender, result in any unreimbursed costs or expenses or be otherwisematerially disadvantageous to it). If the Administrative Agent or the applicable Lender receives suchrefund, it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnitypayments made, or additional amounts paid, by the Loan Parties under this Section 3.01 with respect tothe Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of theAdministrative Agent or such Lender, as the case may be (including any Taxes imposed with respect tosuch refund), and without interest (other than any interest paid by the relevant Governmental Authoritywithrespecttosuchrefund);providedthattheBorrowers,upontherequestoftheAdministrativeAgentorsuch Lender, agree to repay theamountpaid over to the Borrowers (plus any penalties, interest orother charges imposed by the relevant Governmental Authority) to the Administrative Agent or suchLenderiftheAdministrativeAgentorsuchLenderisrequiredtorepaysuchrefundtosuchGovernmental Authority. This subsection shall not be construed to require the Administrative Agent orany Lender to make available its tax returns (or any other information relating to its taxes that it deemsconfidential) to the Loan Parties orany other Person.

(g)Lenders. For the avoidance of doubt, a “Lender” shall, for purposes ofthis Section 3.01, include anIssuing Lender and aSwing Line Lender.

Section 3.02  Illegality. Subject to Section 3.03(c), if any Lender determines that anyLaw has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for anyLenderoritsapplicableLendingOfficetomake,maintainorfundEurodollarRateLoans,ortodetermine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority hasimposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of,Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers throughthe Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or toconvert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies theAdministrative Agent and the Borrowers that the circumstances giving rise to such determination nolonger exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with acopy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of suchLender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender maylawfullycontinuetomaintainsuchEurodollarRateLoanstosuchday,orimmediately,ifsuchLender maynotlawfullycontinuetomaintainsuchEurodollarRateLoans.Uponanysuchprepaymentorconversion,theBorrowersshallalsopayaccruedinterestontheamountsoprepaidorconverted.

Section3.03Inability to Determine Rates.

(a)If the Administrative Agent determines that for any reason in connectionwith any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollardeposits are not being offered to banks in the London interbank eurodollar market for the applicableamount and Interest Period of such Eurodollar Rate Loan, (b) (x) adequate and reasonable means do notexist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposedEurodollarRateLoan (y) the circumstances described in Section 3.03(c)(i) do not apply (in each casewith respect to this clauses (a) and (b), “Impacted Loans”), or (c) the Eurodollar Rate for any requestedInterest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect thecosttosuch Lenders offunding such Loan, theAdministrativeAgentwillpromptly so notify theBorrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain EurodollarRate Loans shall be suspended until the Administrative Agent (upon the instruction of the RequiredLenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pendingrequestforaBorrowingof,conversiontoorcontinuationofEurodollarRate

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Loansor,failingthat,willbe deemed to have converted such request into a request for a Borrowing of Base Rate Loans in theamount specified therein.

(b)Notwithstanding the foregoing, if the Administrative Agent has made thedeterminationdescribedinclause(a)above,theAdministrativeAgent,inconsultationwiththeBorrowers and the Lenders, may establish an alternative interest rate for the Impacted Loans, in whichcase,suchalternativerateofinterestshallapply withrespecttotheImpactedLoans until (1) theAdministrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (a) ofthe first sentence of this section, (2) the Administrative Agent or the Required Lenders notify theAdministrative Agent and the Parent Borrower that such alternative interest rate does not adequately andfairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines thatany Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, forsuchLenderoritsapplicableLendingOfficetomake,maintainorfundLoanswhoseinterestisdetermined by reference to such alternative rate of interest or to determine or charge interest rates basedupon such rate or any Governmental Authority has imposed material restrictions on the authority of suchLendertodoanyoftheforegoingandprovidestheAdministrativeAgentandtheParentBorrowerwrittennoticethereof.

(c)(c)Notwithstanding anything to the contrary in this Agreement or any other LoanDocuments, if the Administrative Agent determines (which determination shall be conclusive absentmanifest error), or the Parent Borrower or Required Lenders notify the Administrative Agent (with, in thecase of the Required Lenders, a copy to the Parent Borrower) that the Parent Borrower or RequiredLenders (as applicable) have determined, that:

(i)(i)adequate and reasonable means do not exist for ascertaining LIBORRatefor anyrequested Interest Period hereunder or any other tenors of LIBOR, including, without limitation,becausetheLIBOR Screen Rate is not available or published on a current basis and suchcircumstances are unlikely to be temporary; or

(ii)(ii)the administrator of the LIBOR Screen Rate or a Governmental Authority havingjurisdiction over the Administrative Agent or such administratorhas made a public statementidentifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be madeavailable,orusedfordeterminingtheinterestrateofloans,providedthat,atthetimeofsuch statement,thereisnosuccessoradministratorthatissatisfactorytotheAdministrativeAgent,thatwillcontinuetoprovideLIBORRateaftersuch specificdate (such specificdate, the“Scheduled Unavailability Date”);or

(iii)theadministratoroftheLIBORScreenRateoraGovernmentalAuthority having jurisdiction over such administrator has made a public statement announcingthat allInterestPeriodsandothertenorsof LIBORRatearenolongerrepresentative;or

(iii)(iv)syndicated loans currently being executed, or that include language similar tothat contained in this Section 3.03, are being executed or amended (as applicable) to incorporateor adopt a new benchmarkinterest rate to replace LIBORRate,

then,reasonablypromptlyinthecaseofclauses(i)-(iii)above,onadateandtimedetermined by the Administrative Agent in consultation with the Parent Borrower (any such date, the“LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevantinterest payment date, as applicable, for interest calculated and shall occur within a reasonable period oftime after the occurrence of any of the events or circumstances under clauses (i), (ii) or (iii) above and,solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR Rate willbereplacedhereunderandunderany LoanDocumentwith,subjectto the proviso below, the firstavailablealternativesetforthintheorderbelowforanypaymentperiodforinterestcalculatedthatcanbe determined by the Administrative Agent, in each case, without any amendment to, or further action orconsentofanyotherpartyto,thisAgreementoranyotherLoanDocument(the“LIBORSuccessorRate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment SuccessorRate”):

(x)TermSOFRplustheRelatedAdjustment;and

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(y)SOFR plustheRelatedAdjustment;

and in the case of clause (iv) above, the Parent Borrower and Administrative Agent mayamend this Agreement solely for the purpose of replacing LIBOR Rate under this Agreement and underany other Loan Document in accordance with the definition of “LIBOR Successor Rate” and suchamendment will become effective at 5:00 p.m., on the fifth Business Dayafter the Administrative Agentshall have notified all Lenders and the Parent Borrower of the occurrence of the circumstances describedin clause (iv) above unless, prior to such time, Lenders comprising the Required Lenders have deliveredto the Administrative Agent written notice that such Required Lenders object to the implementation of aLIBOR Successor Rate pursuant to such clause;

provided that, if the Administrative Agent in consultation with the Parent Borrowerdetermines that Term SOFR has become available, is administratively feasible for the AdministrativeAgent and would have been identified as the Pre-Adjustment Successor Rate in accordance with theforegoing if it had been so available at the time that the LIBOR Successor Rate then in effect was soidentified,andtheAdministrativeAgentnotifiestheParentBorrowerandeachLenderofsuchavailability, then from and after the beginning of the Interest Period, relevant interest payment date orpayment period for interest calculated, in each case, commencing no less than thirty (30) days after thedate of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR SuccessorRate shall be Term SOFR plus therelevant Related Adjustment.

The Administrative Agent will promptly (in one or more notices) notify the ParentBorrower and each Lender of (x) any occurrence of any of the events, periods or circumstances underclauses (i)through(iii) above,(y)a LIBORReplacementDate and(z)the LIBORSuccessorRate.

Any LIBOR 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 AdministrativeAgent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined bytheAdministrative Agent.

Notwithstanding anything else herein, if at any time any LIBOR Successor Rate as sodetermined would otherwise be less than 0%, the LIBOR Successor Rate will be deemed to be 0% for thepurposes of this Agreementand the other Loan Documents.

In connection with the implementation of a LIBOR Successor Rate, the AdministrativeAgent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and,notwithstanding anything tothecontrary hereinorin any otherLoan Document, any amendmentsimplementing such LIBOR Successor Rate Conforming Changes will become effective without anyfurther action or consent of any other party to this Agreement; provided that, with respect to any suchamendment effected, the Administrative Agent shall post each such amendment implementing suchLIBORSuccessorRateConformingChangestotheParentBorrowerandtheLendersreasonablypromptlyafter such amendment becomes effective.

If the events or circumstances of the type described in 3.03(c)(i)-(iii) have occurred withrespect to the LIBOR Successor Rate then in effect, then the successor rate thereto shall be determined inaccordance with the definition of“LIBOR Successor Rate.

(d)Notwithstanding anything to the contrary herein, (i) after any such determinationby the Administrative Agent or receipt by the Administrative Agent of any such notice described underSection 3.03(c)(i)-(iii), as applicable, if the Administrative Agent determines that none of the LIBORSuccessorRatesisavailableonorpriortotheLIBORReplacementDate,(ii)iftheeventsorcircumstances described in Section 3.03(c)(iv) have occurred but none of the LIBOR Successor Rates isavailable, or (iii) if the events or circumstances of the type described in Section 3.03(c)(i)-(iii) haveoccurredwithrespecttotheLIBORSuccessorRatethenineffectandtheAdministrativeAgentdetermines that none of the LIBOR Successor Rates is available, then in each case, the AdministrativeAgent and the

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Parent Borrower may amend this Agreement solely for the purpose of replacing LIBORorany then current LIBOR Successor Ratein accordance with this Section 3.03at the end of any InterestPeriod, relevant interest payment date or payment period for interest calculated, as applicable,with(x)one or more SOFR-Based Rates or (y)another alternate benchmark rate giving due consideration to anyevolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities forsuchalternativebenchmarksand,ineachcase,includinganyRelatedAdjustmentsandanyothermathematical or other adjustments to such benchmark giving due consideration to any evolving or thenexisting convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks,which adjustment or method for calculating such adjustment shall be published on an information serviceas selected by the Administrative Agent from time to time in its reasonable discretion and may beperiodicallyupdated.For(the“Adjustment;”andavoidanceofdoubt,anysuchproposedrate,andadjustments shall constitutea“LIBOR Successor Rate”), and any. Anysuch amendment shall becomeeffective at5:005:00p.m. on thefifth BusinessDay after the Administrative Agent shall have postedsuch proposed amendment to all Lenders and the Parent Borrower unless, prior to such time, Lenderscomprising the Required Lenders have delivered to the Administrative Agent written notice that suchRequired Lenders(A) in the case of an amendment to replace LIBOR with a rate described in clause (x),objecttotheAdjustment;or(B)inthecaseofanamendmenttoreplaceLIBORwitharatedescribedinclause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A),theRequired Lenders shall not be entitled toobject to any SOFR-Based Rate contained in anysuchamendment.Such LIBOR 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 AdministrativeAgent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined bytheAdministrative Agent.

(e)   If, at the end of any Interest Period, relevant interest payment date or paymentperiod for interest calculated, no LIBOR Successor Rate has been determined in accordance with clauses(b) or (c) of this Section 3.03 and the circumstances under clause clauses (b)(i) or (b)(iii) above exist orthe Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptlyso notify the Parent Borrower and each Lender.Thereafter, (x) the obligation of the Lenders to make ormaintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loansor, Interest Periods, interest payment dates or payment periods), and (y) the EurodollarLIBOR Ratecomponent shall no longer be utilized in determining the Base Rate, until the LIBOR Successor Rate hasbeen determined in accordance with clauses (b) or (c).Upon receipt of such notice, the Parent Borrowermay revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar RateLoans (to the extent of the affected Eurodollar Rate Loans or, Interest Periods, interest payment dates orpayment periods) or, failing that, will be deemed to have converted such request into a request for aBorrowingofBaseRateLoans(subjecttotheforegoingclause(y))intheamountspecifiedtherein.

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in noevent shallsuch LIBORSuccessor Ratebe lessthan theLIBORFloor forpurposes ofthis Agreement.

In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will havethe right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstandinganything to the contrary herein or in any other Loan Document, any amendments implementing suchLIBOR Successor Rate Conforming Changes will become effective without any further action or consentof any other party to this Agreement; provided that, with respect to any such amendment effected, theAdministrativeAgentshallposteachsuchamendmentimplementingsuchLIBORSuccessorRateConformingChanges tothe Lendersreasonably promptlyafter suchamendment becomeseffective.

Section3.04IncreasedCosts;ReservesonEurodollarRateLoans.

(a)IncreasedCosts Generally.IfanyChangeinLawshall:

(i)impose, modify or deem applicable any reserve, special deposit,compulsory loan, insurance charge or similar requirement against assets of, deposits with or fortheaccountof,orcreditextendedorparticipatedinby,anyLender(exceptanyreserverequirement contemplated bySection 3.04(e))oranyIssuingLender;

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(ii)subject any Lender to any Tax of any kind whatsoever withrespect to this Agreement or any Loan made by it, or change the basis of taxation of payments tosuchLenderinrespectthereof(exceptforIndemnifiedTaxesorOtherTaxescoveredbySection 3.01oranyExcludedTax);or

(iii)imposeonanyLenderorIssuingLenderortheLondoninterbankmarketanyothercondition,costorexpenseaffectingthisAgreementorLoansmadeby such Lender orany Letter of Creditor participation therein;

andtheresultofanyoftheforegoing shallbetoincreasethecosttosuchLenderofmaking ormaintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amountof any sum received or receivable by such Lender hereunder (whether of principal, interest or any otheramount), then, upon request of such Lender, the Borrowers will pay to such Lender such additionalamount or amounts as will compensate such Lender for such additional costs incurred or reductionsuffered.

(b)Capital Requirements. If any Lender determines that any Change in Lawaffecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any,regarding capital requirements or liquidity requirements has or would have the effect of reducing the rateof return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as aconsequenceofthisAgreement,theRevolvingCreditCommitmentsofsuchLenderortheLoansmadeby such Lender, to a level below that which such Lender or such Lender’s holding company could haveachievedbutforsuchChangeinLaw(takingintoconsiderationsuchLender’spoliciesandthepoliciesofsuchLender’sholdingcompanywithrespecttocapitaladequacy),thenfromtimetotimetheBorrowers will pay to such Lender such additional amount or amounts as will compensate such Lender orsuch Lender’s holding companyfor any such reductionsuffered.

(c)Certificates for Reimbursement. A certificate of a Lender setting forththe amount or amounts necessary to compensate such Lender or its holding company, as the case may be,as specified in subsection (a) or (b) of this Section 3.04, in reasonable detail sufficient to allow theBorrowers to verify such calculation, and delivered to the Parent Borrower shall be conclusive absentmanifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificatewithin 10 days after receipt thereof.

(d)Delay in Requests. Failure or delay on the part of any Lender to demandcompensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver ofsuch Lender’s right to demand such compensation; provided that the Borrowers shall not be required tocompensate a Lender pursuant to the foregoing provisions of this Section 3.04 for any increased costsincurred or reductions suffered more than six months prior to the date that such Lender notifies theBorrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’sintention to claim compensation therefor (except that, if the Change in Law giving rise to such increasedcosts or reductions is retroactive, then the six-month period referred to above shall be extended to includetheperiodofretroactiveeffectthereof).

(e)Reserves on Eurodollar Rate Loans. The Borrowers shall pay to eachLender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assetsconsisting oforincluding Eurodollarfundsordeposits,additionalinterestonthe unpaid principalamount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan bysuch Lender (as determined by such Lender in good faith, which determination shall be conclusive),which shall be due and payable on each date on which interest is payable on such Loan; provided that theBorrowers shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) ofsuch additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevantInterest Payment Date, such additional interest shall be due and payable 10 days from receipt of suchnotice.

(f)Increased Amounts. No Lender shall demand any payment referred toherein if it shall not at the time be the general policy or practice of such Lender to demand suchcompensation in substantially similar circumstances under substantially comparable provisions of othercredit agreements.

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Section 3.05Compensation for Losses. Upon demand of any Lender (with a copy tothe Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender forand holdsuchLenderharmlessfromanyloss,costorexpenseactuallyincurredbyitasaresultof:

(a)any continuation, conversion, payment or prepayment of any Loan otherthan a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whethervoluntary, mandatory, automatic,by reason ofacceleration, orotherwise);

(b)any failure by the Borrowers (for a reason other than the failure of suchLender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan onthe date or in the amountnotified by the Borrowers; or

(c)any assignment of a Eurodollar Rate Loan on a day other than the lastday of the Interest Period therefor as a result of a request by the Parent Borrower pursuant to Section11.13;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it tomaintain such Loan or from fees payable to terminate the deposits from which such funds were obtained,but excluding loss of anticipated profits. The Borrowers shall also pay any customary administrative feescharged by such Lender inconnection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under thisSection 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at theEurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbankeurodollar market for a comparable amount and for a comparable period, whether or not such EurodollarRate Loan was in fact so funded.

Section3.06MitigationObligations;ReplacementofLenders.

(a)DesignationofaDifferentLendingOffice.IfanyLenderrequestscompensation under Section 3.04, or the Borrowers is required to pay any additional amount to anyLender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if anyLender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designateadifferentLending Officeforfunding orbooking itsLoanshereunderorto assign itsrights andobligations hereunder to another of its offices, branches or affiliates, if, in the sole judgment of suchLender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant toSection 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant toSection3.02,asapplicable, and (ii) in each case, would not subject such Lender to any unreimbursedcostorexpenseand would nototherwisebe disadvantageous to such Lender. The Borrowers herebyagree to pay all reasonable costs and expenses incurred by any Lender in connection with any suchdesignation or assignment.

(b)Replacement of Lenders. If any Lender requests compensation underSection 3.04, or if the Borrowers are required to pay any additional amount to any Lender or anyGovernmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives anoticepursuanttoSection3.02,orifanyLenderisaDefaultingLender,theParentBorrowermay replace such Lender in accordance with Section 11.13; provided, that prior to any such replacement, suchLendershallhavetaken no action underSection3.06(a)so asto eliminate the continued need forpaymentofamountsowingpursuanttoSection3.01,anduntilsuchtimeassuchreplacementisconsummated, theBorrowers shallpayall additionalamountspursuant toSection 3.01.

Section 3.07Survival. All of the Borrowers’ obligations under this Article III shallsurviveterminationoftheAggregateCommitmentsandrepaymentofallotherObligationshereunder.

ARTICLEIV

CONDITIONSPRECEDENTTOCREDITEXTENSIONS

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Section 4.01Conditions to Effectiveness.The effectiveness of this Agreement on theClosing Date was subject to satisfaction or waiver pursuant to Section 11.01 of the following conditionsprecedent:

(a) TheAdministrativeAgent’sreceiptofthefollowing:

(i)executed counterparts of this Agreement (including the relatedLender Addenda), the Guarantee and Collateral Agreement and the Perfection Certificate by eachof the parties thereto, together with:

(A)certificatesrepresentingthePledgedEquityaccompaniedbyundatedstockpowersexecutedinblankandinstrumentsevidencing the Pledged Debt indorsed in blank or with other instruments oftransfer and all other documents or agreements required by the Guarantee andCollateralAgreement, and

(B)UCCfinancingstatementsrelatingtotheCollateral in form appropriate for filing under the Uniform Commercial Code ofeach jurisdiction where any Loan Party is organized naming such Loan Party asdebtor and the AdministrativeAgent as securedparty.

(ii)a Note executed by the Borrowers in favor of each Lender that has requested a Note at least three Business Days prior to the Closing Date;

(iii)a certificateofeachLoanParty,datedtheClosingDate,substantially inthe formofExhibitI, withappropriate insertionsand attachments;

(iv)“long form” good standing certificates of each Loan Party in itsjurisdiction of organization and, to the extent reasonably requested by the Administrative Agent,bring-down good standing certificatesof the Loan Parties;

(v)a favorable opinion ofGibson, Dunn & Crutcher LLP, counselto the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters setforthin Exhibit G;

(vi)acertificatesignedbyaResponsibleOfficeroftheParentBorrowercertifyingthattheconditionsspecifiedinSections4.01(f)and4.02havebeensatisfied;

(vii)a certificate from the chief financial officer of the BorrowerswhichshallcertifytothesolvencyoftheBorrowersanditsSubsidiariesconsideredasawhole;

(viii)certificates of insurance, naming the Administrative Agent, onbehalf of the Lenders, as an additional insured or loss payee, as the case may be, under allinsurance policies maintained with respect to the assets and properties of the Loan Parties thatconstituteCollateral;

(ix)the results of a recent lien search in each of the jurisdictionswhere assets of the Loan Parties are located, and such search shall reveal no liens on any of theassets of the Loan Parties except for Permitted Liens or Liens discharged on or prior to theClosing Datepursuantto documentationsatisfactorytothe AdministrativeAgent;

(x)evidencethattheExistingCreditAgreementhasbeen,orconcurrentlywiththeClosingDateisbeing,terminatedandallamountsdueandowing

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thereunder are being repaid in full and all Liens securing obligations under the Existing CreditAgreement havebeen,orconcurrently withtheClosingDateare being,released;and

(xi)evidencethattheSeniorNotesandtheHoldcoSeniorNoteshave been amended on or concurrently with the Closing Date to, among other things, extend thefinal maturity of the SeniorNotes to August 20, 2018.

(b)All fees required to be paid to the Administrative Agent and the JointBookrunners on or beforethe Closing Date shallhave been paid.

(c)The Borrowers shall have paid the reasonable and documented fees andout-of-pocket disbursements of counsel to the Administrative Agent (directly to such counsel if requestedby the AdministrativeAgent) tothe extentinvoiced priorto oron theClosing Date.

(d)ThereshallbenomaterialindebtednessoftheBorrowersortheGuarantors (other than under the Loan Documents, the Term Loan Facility, the Holdco Senior Notes andthe Senior Notes), except as setforth onSchedule 7.01.

(e)IfanyCreditExtensionsaretobemadeontheClosingDate,theAdministrativeAgentshallhavereceivedaRequestforCreditExtensioninaccordancewiththerequirements hereof.

(f)SinceOctober1,2011,noMaterialAdverseEffectshallhaveoccurred.

(g)TheAdministrativeAgentshallhavereceivedaBorrowingBaseCertificate dated as of a recent date, related to the month ended August 25, 2012, and executed by aResponsible Officer of the Parent Borrower. After giving effect to (i) any funding of the Loans on theClosing Date and (ii) and all Letters of Credit to be issued at, or immediately subsequent to, the ClosingDate, Excess Availability shall benot less than $75,000,000.

(h)TheAdministrativeAgentshallhavereceivedandbesatisfiedwithafieldexamandinventoryappraisalfromanappraiserreasonablyacceptabletotheAdministrativeAgent.

Section4.02ConditionstoEachExtensionofCredit.TheagreementofeachLendertomakeanyextensionofcreditrequestedtobemadebyithereunderonanydate(including,without limitation,itsinitialextensionofcredit)issubjecttothesatisfactionofthefollowingconditionsprecedent:

(a)Representations and Warranties. At the time of each extension of credit,as applicable, and also after giving effect thereto, each of the representations and warranties made by anyLoanPartyinorpursuanttotheLoanDocumentsshallbetrueandcorrectinallmaterialrespectswiththe same effectas though such representations and warranties had been made on and as ofthe date ofsuch extension of credit (except where such representations and warranties expressly relate to an earlierdate, in which case such representations and warranties shall have been true and correct in all materialrespects as of such earlier date and except to the extent that a particular representation or warranty isalreadyqualifiedbymateriality,inwhichcase,suchrepresentationorwarrantyshallbetrueandcorrect).

(b)No Default. No Default or Event of Default shall have occurred and becontinuing on such date or after giving effect to the extensions of credit requested to be made on suchdate.

(c)Each borrowing by or issuance of a Letter of Credit on behalf of, theBorrowers hereunder (excluding any borrowing of Revolving Credit Loans pursuant to Section 2.07(b)andofanyLoanspursuanttoSection2.20)shallconstitutearepresentationandwarrantybytheBorrowersasofthedateofsuchextensionofcreditthattheconditionscontainedinthisSection4.02have been satisfied.

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(d)The Administrative Agent and, if applicable, the Issuing Lender or theSwing Line Lender shall have received a Request for Credit Extension in the form of Exhibit A-1 or A-2,as applicable, in accordance withthe requirements hereof.

(e)Withrespecttoany Borrowing hereunder,aftergiving effect to theproposed Credit Extension (other than a conversion of Revolving Credit Loans to the other Type or acontinuationofEurodollarRateLoans),theaggregateamountofallunrestrictedcashandCashEquivalents held by Holdings and its Restricted Subsidiaries shall not exceed $40,000,000 after givingproformaeffecttosuchBorrowingandproformaeffecttotheanticipatedcurrentuseofproceedsofsuch Borrowing and other cash orCash Equivalents.

Without limiting the generality of the provisions of Section 9.07, for purposes of determiningcompliance with the conditions specified in this Article IV on the Closing Date, each Lender that hassignedthisAgreementshallbedeemedtohaveconsentedto,approvedoracceptedortobesatisfiedwith, each document or other matter required thereunder to be consented to or approved by or acceptableor satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lenderprior to the proposedClosing Date specifying itsobjection thereto.

ARTICLE V

REPRESENTATIONSANDWARRANTIES

EachoftheBorrowersandHoldings(whereapplicablebelow)representsandwarrantstothe Administrative Agent and the Lenders that:

Section5.01Organization;Powers.EachofHoldings,theBorrowersandeachRestricted Subsidiary:

(a)is a partnership, limited liability company, corporation, or trust dulyorganized, validly existing and in good standing under the laws of the jurisdiction of its organization (tothe extent suchstatus oran analogous conceptapplies tosuch anorganization);

(b)hasallrequisitepowerandauthoritytoownitspropertyandassetsandto carry on its business as now conducted;

(c)isqualified to do business in each jurisdiction where such qualificationis required, except where the failure to so qualify would not reasonably be expected to have a MaterialAdverse Effect; and

(d)hasthepowerandauthoritytoexecute,deliverandperformitsobligations under each of the Loan Documents and each other agreement or instrument contemplatedthereby to which it is a party and, in the case of the Borrowers, to borrow and otherwise obtain credithereunder.

Section 5.02Authorization. The execution, delivery and performance by the LoanPartiesofeachoftheLoanDocumentstowhich itisaparty, theBorrowingshereunderand theTransactions:

(a)have been duly authorized by all corporate, stockholder, partnership,limited liabilitycompanyorotherapplicableactionrequiredtobetakenbytheLoanParties;and

(b)willnot:

(i)violate:

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(1)anyprovisionoflaw,statute,ruleorregulation,orofthecertificateorarticlesofincorporationorotherconstitutivedocuments(includinganypartnership,limitedliabilitycompanyoroperatingagreementorby-laws)ofanyLoanParty;

(2)anyapplicableorderofanycourtoranyrule,regulationororder of any Governmental Authority;

(3)any provision of any indenture, certificate of designationfor preferred stock, agreement or other instrument to which any Loan Party is a party orbywhich any of them or any of their property is ormay be bound;

(ii)beinconflictwith,resultinabreachof,constitute(aloneorwith notice or lapse of time or both) a default under, or give rise to a right of or result in anycancellation or acceleration of any right or obligation (including any payment) or to a loss of amaterialbenefitunder,anysuchindenture,certificateofdesignationforpreferredstock,agreement or other instrument; or

(iii)resultinthecreationorimpositionofanyLienuponanyproperty or assets of any Loan Party, other than the Liens created by the Loan Documents andPermitted Liens;

exceptwithrespecttoclauses(i)and(ii)ofthisSection5.02(b)aswouldnotreasonablybeexpectedtohave, individually or inthe aggregate, a MaterialAdverse Effect.

Section 5.03Enforceability. This Agreement has been duly executed and delivered byHoldingsandtheBorrowersandconstitutes,andeachotherLoanDocumentwhenexecutedanddelivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation ofsuchLoanPartyenforceableagainsteachsuchLoanPartyinaccordancewithitsterms,subjectto:

(a)theeffectsofbankruptcy,insolvency,moratorium,reorganization,fraudulent conveyance orother similarlaws affectingcreditors’ rightsgenerally;

(b)generalprinciplesofequity(regardlessofwhethersuchenforceabilityisconsidered in a proceeding in equity or atlaw);

(c)impliedcovenantsofgoodfaithandfairdealing;and

(d)anyforeignlaws,rulesandregulationsastheyrelatetopledgesofEquity Interests in Foreign Subsidiaries.

Section 5.04Governmental Approvals. No action, consent or approval of, registrationor filing with or any other action by any Governmental Authority or third party is or will be required inconnection with the Transactions, the perfection or maintenance of the Liens created under the CollateralDocuments or the exercise by the Administrative Agent or any Lender of its rights under the LoanDocuments or the remediesin respect of theCollateral, except for:

(a)the filingof UniformCommercial Codefinancing statementsandequivalent filings inforeign jurisdictions;

(b)filingswiththeUnited States Patentand Trademark Officeand theUnited States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings inforeignjurisdictions;

(c)filingswhichmayberequiredunderEnvironmentalLaws;

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(d)filings as may be required under the Exchange Act and applicable stockexchange rules in connection therewith;

(e)suchashavebeenmadeorobtainedandareinfullforceandeffect;

(f)such actions, consents and approvals the failure of which to be obtainedor made wouldnot reasonablybe expectedto havea Material AdverseEffect; or

(g)filings or otheractions listedon Schedule 5.04annexedto Amendment No.4.

Section5.05TitletoProperties;PossessionUnderLeases.

(a)Each of the Borrowers and the Subsidiary Loan Parties has valid feesimple title to, or valid leasehold interests in, or easements or other limited property interests in, all of itsReal Properties and valid title to its personal property and assets, in each case, except for Permitted Liensor defects in title that do not materially interfere with its ability to conduct its business as currentlyconducted or to utilize such properties and assets for their intended purposes, in each case, except wherethefailuretohavesuchtitle,interest,easementorrightwouldnotreasonablybeexpectedtohave, individuallyorintheaggregate,aMaterialAdverseEffect.Allsuchpropertiesandassetsarefreeandclear of Liens, other than Permitted Liens.

(b)NeithertheBorrowersnoranyoftheRestrictedSubsidiarieshasdefaulted under any lease to which it is a party, except for such defaults as would not reasonably beexpected to have, individually or in the aggregate, a Material Adverse Effect.   Each of the Borrowers’and the Restricted Subsidiaries’ leases is in full force and effect, except leases in respect of which thefailure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect.Except as set forth on Schedule 5.05 annexed to Amendment No. 4, on the Amendment No. 4 EffectiveDate the Borrowers and each of the Restricted Subsidiaries enjoys peaceful and undisturbed possessionunder all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbedpossessionwouldnotreasonably beexpectedtohave,individually or in the aggregate, a MaterialAdverse Effect.

Section5.06Subsidiaries.

(a)Schedule5.06annexedtoAmendmentNo.4setsforth,asoftheAmendment No. 4 Effective Date, the name and jurisdiction of incorporation, formation or organizationof Holdings, the Borrowers and each Restricted Subsidiary and, as to each Restricted Subsidiary, thepercentage of each class of Equity Interests owned by the Borrowers or by any other Subsidiary of theBorrowers.

(b)As of the Amendment No. 4 Effective Date, there are no outstandingsubscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relatingto anyEquity Interestsownedor heldbyHoldings, theBorrowersor anyRestrictedSubsidiary.

Section5.07Litigation;CompliancewithLaws.

(a)There are no actions, suits or proceedings at law or in equity or by or onbehalfofany GovernmentalAuthority or in arbitration now pending, or, to the knowledge of theBorrowers, threatened in writing against or affecting the Borrowers or any Restricted Subsidiary or anybusiness, property or rights of any such Person (but excluding any actions, suits or proceedings arisingunder or relating to any Environmental Laws, which are subject to Section 5.13), in each case, whichwouldreasonablybeexpectedtohave,individuallyorintheaggregate,aMaterialAdverseEffect.

(b)TotheknowledgeoftheBorrowers,noneoftheBorrowers,anyRestricted Subsidiary or their respective properties or assets is in violation of (nor will the continuedoperationoftheirmaterialpropertiesandassetsascurrentlyconductedviolate)anylaw,ruleorregulation (including any zoning, building, ordinance, code or

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approval, or any building permit, butexcluding any Environmental Laws, which are subject to Section 5.13) or any restriction of record oragreement affecting any property, or is in default with respect to any judgment, writ, injunction or decreeof any Governmental Authority, where such violation or default would reasonably be expected to have,individually or in the aggregate,a Material Adverse Effect.

Section5.08FederalReserveRegulations.

(a)NoneofHoldings,theBorrowersoranyRestrictedSubsidiaryisengaged principally, or as one of its important activities, in the business of extending credit for thepurpose of purchasing or carrying Margin Stock.

(b)No part of the proceeds of any Loan will be used, whether directly orindirectly,andwhetherimmediately,incidentallyorultimately,(i)topurchaseorcarryMarginStockortoextendcredittoothersforthepurposeofpurchasingorcarryingMarginStockortorefundIndebtedness originally incurred for such purpose or (ii) for any purpose that entails a violation of, or thatisinconsistentwith,theprovisionsoftheRegulationsoftheBoard,includingRegulationsT,UorX.

Section 5.09InvestmentCompanyAct.NoneofHoldings,anyBorroweroranyGuarantor is an “investment company” as defined in, or subject to regulation under, the InvestmentCompanyActof1940,asamended.

Section5.10FinancialStatements.

(a)The Audited Financial Statements (i) were prepared in accordance withGAAP consistently applied throughout the period covered thereby, except as otherwise expressly notedtherein;(ii)fairlypresentthefinancialconditionoftheParentBorroweranditsSubsidiariesasofthedate thereof and their results of operations for the period covered thereby in accordance with GAAPconsistently applied throughout the period covered thereby, except as otherwise expressly noted therein;and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent Borrowerand its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments andIndebtedness.

(b)The consolidated forecasted balance sheet, statements of income andcash flows of the Parent Borrower and its Subsidiaries delivered to the Lenders prior to the AmendmentNo. 4 Effective Date in connection with the Transactions were prepared in good faith on the basis of theassumptions stated therein, which assumptions were reasonable in light of the conditions existing at thetime of delivery of such forecasts, and represented, at the time of delivery, a reasonable estimate of theParent Borrower’s future financialcondition and performance.

Section 5.11TaxReturns.ExceptassetforthonSchedule5.11annexedtoAmendmentNo.4:

(a)Except as would not, individually or in the aggregate, reasonably beexpected to result in a Material Adverse Effect, each of Holdings, the Borrowers and the RestrictedSubsidiaries has filed or caused to be filed all federal, state, local and non-U.S. Tax returns required tohave been filed by it; and

(b)Each of Holdings, the Borrowers and the Restricted Subsidiaries hastimely paid or caused to be timely paid (a) all Taxes shown to be due and payable by it (taking intoaccount any applicable extension) on the returns referred to in clause (a) of this Section 5.11 and (b) allother Taxes or assessments (or made adequate provision (in accordance with GAAP) for the payment ofall Taxes due) with respect to all periods or portions thereof ending on or before the Amendment No. 4Effective Date, which Taxes, if not paid or adequately provided for, would, individually or in theaggregate, reasonably be expected to have a Material Adverse Effect, in each case except Taxes orassessmentsthatarebeingcontestedingoodfaithbyappropriateproceedingsandforwhichHoldings,the Borrowers or any Restricted Subsidiary (as the case may be) has set aside on its books adequatereserves in accordance with GAAP.

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Section5.12NoMaterialMisstatements.

(a)Allwrittenfactualinformationandwrittenfactualdata(otherthanProjections,estimatesandinformationofageneraleconomicorindustryspecificnature)concerning Holdings, the Borrowers or any Restricted Subsidiary that has been made available to the AdministrativeAgent or the Lenders, directly or indirectly, by or on behalf of Holdings, the Borrowers or any RestrictedSubsidiary,whentakenasawhole and after giving effect to all supplements and updates providedthereto, is correct in all material respects and does not contain any untrue statement of a material fact oromit to state a material fact necessary in order to make the statements contained therein not materiallymisleading in lightof thecircumstances underwhich suchstatements are made.

(b)The Projections that have been made available to the AdministrativeAgent or the Lenders by or on behalf of the Borrowers, when taken as a whole, have been prepared ingood faith based upon assumptions that are believed by the Parent Borrower to be reasonable at the timemade and at the time delivered to the Administrative Agent or the Lenders, it being understood by theAdministrative Agent and the Lenders that:

(i)theProjectionsaremerelyapredictionastofutureeventsandare not to be viewed as facts;

(ii)theProjectionsaresubjecttosignificantuncertaintiesandcontingencies,manyofwhicharebeyondthecontrolofHoldings,theParentBorrowerand/orthe Sponsors;

(iii)noassurancecanbegiventhatanyparticularProjectionswillbe

realized;and

(iv)actualresultsmaydifferandsuchdifferencesmaybematerial.

(c)As of the Amendment No. 4 Effective Date, the information included intheBeneficialOwnershipCertification,ifapplicable,istrueandcorrectinallmaterialrespects.

Section 5.13Environmental Matters. Except as set forth on Schedule 5.13 annexed toAmendment No. 4 or as to matters that would not reasonably be expected to have, individually or in theaggregate, a Material Adverse Effect:

(a)the Borrowers and each of the Restricted Subsidiaries are in compliancewithallEnvironmentalLaws(including having obtained and complied with allpermits, licenses andother approvalsrequiredunder anyEnvironmentalLaw fortheoperation ofitsbusiness);

(b)no Borrower nor any Restricted Subsidiary has received notice of or issubject to any pending, or to any Borrower’s knowledge, threatened action, suit or proceeding alleging aviolationof, orliabilityunder,anyEnvironmentalLawthatremainsoutstandingorunresolved;

(c)to any Borrower’s knowledge, no Hazardous Material is located at, on orunder any property currently or formerly owned, operated or leased by any Borrower or any RestrictedSubsidiary in violation of Environmental Laws and no Hazardous Material has been generated, owned,treated, stored, handled or controlled by any Borrower or any Restricted Subsidiary and transported to orReleasedatanylocationwhich,ineachcase,describedinthisclause(c),wouldreasonablybeexpectedto result in liabilityto any Borroweror any RestrictedSubsidiaries; and

(d)therearenoagreementsinwhichanyBorroweroranyRestrictedSubsidiary has expressly assumed or undertaken responsibility for any known or reasonably anticipatedliability or obligation of any other Person arising under or relating to Environmental Laws or HazardousMaterials.

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Section 5.14CollateralDocuments.Exceptasenforceabilitymaybelimitedbyapplicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcementofcreditors’rightsgenerally,theprovisionsoftheCollateralDocumentsareeffectivetocreateinfavorof the Administrative Agent for the benefit of the Secured Parties a legal, valid and enforceable firstpriority security interest in favor of the Administrative Agent for the benefit of the Secured Parties(subject to Permitted Liens), on all right, title and interest of the respective Loan Parties in the Collateraldescribed therein, and (i) when all appropriate filings or recordings are made in the appropriate offices asmayberequiredunderapplicablelawand(ii)uponthetakingofpossessionorcontrolbytheAdministrativeAgentofsuchCollateralwithrespecttowhichasecurityinterestmaybeperfectedonlyby possession or control (which possession or control shall be given to the Administrative Agent to theextent required by any Collateral Document), such Collateral Document will constitute fully perfectedLienson, and security interestsin, allright, titleand interestoftheLoan Partiesin such Collateral.Except for filings completed prior to the Closing Date and as contemplated hereby and by the CollateralDocuments, nofiling orother actionwill benecessaryto perfector protectsuch Liens.

Section5.15LocationofRealPropertyandLeasedPremises.

(a)Schedule5.15(1)annexed to Amendment No. 4 correctly identifies, inall material respects, as of the Amendment No. 4 Effective Date, all material Real Property owned in feeby the Loan Parties (“Owned Material RealProperty”).

(b)Schedule 5.15(2) annexed to Amendment No. 4 lists correctly in allmaterial respects, as of the Amendment No. 4 Effective Date, all material Real Property leased by anyLoan Party and the addresses thereof. As of the Amendment No. 4 Effective Date, the Loan Parties havein all material respects valid leases in all material Real Property set forth as being leased by them onSchedule5.15(2)annexedtoAmendmentNo.4.

Section5.16Solvency.OntheAmendmentNo.4EffectiveDate,

(a)the fair value of the assets of the Borrowers and their Subsidiaries, on aconsolidated basis, exceeds, on a consolidated basis, their debts and liabilities (subordinated, contingentor otherwise);

(b)the present fair saleable value of the property of the Borrowers and theirSubsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probableliability,onaconsolidatedbasis,oftheirdebtsandotherliabilities(subordinated,contingentorotherwise) as suchdebts and otherliabilities becomeabsolute and matured;

(c)the Borrowers and their Subsidiaries, on a consolidated basis, are able topay their debts and liabilities (subordinated, contingent or otherwise) as such liabilities become absoluteand matured; and

(d)the Borrowers and their Subsidiaries, on a consolidated basis, are notengaged in,andarenotabouttoengage in,businessforwhichtheyhaveunreasonablysmall capital. ForpurposesofthisSection5.16,theamountofanycontingentliabilityatanytimeshallbecomputedasthe amountthat wouldreasonablybe expectedtobecome anactualand maturedliability.

Section 5.17No Material Adverse Effect. Since September 28, 2019, there has beenno event that has had, or would reasonably be expected to have, either individually or in the aggregate, aMaterial Adverse Effect.

Section 5.18Insurance. Schedule 5.18 annexed to Amendment No. 4 sets forth a true,complete and correct description of all material insurance maintained by or on behalf of the Borrowers orany Restricted Subsidiary as of the Amendment No. 4 Effective Date.As of such date, such insurance isinfullforceandeffect.

Section5.19USAPATRIOTAct;FCPA;OFAC;Anti-Terrorism.

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(a)To the extent applicable, each of Holdings, the Borrowers and theirrespective Subsidiariesisincompliance,inallmaterialrespects,withtheUSAPATRIOTAct.

(b)No part of the proceeds of the Loans will be used by Holdings, theBorrowersoranyoftheirrespectiveSubsidiaries,directlyor,totheknowledgeofHoldings,theBorrowers or any of their respective Subsidiaries, indirectly, for any payments to any governmentalofficial or employee, political party, official of a political party, candidate for political office or anyoneelse acting in an official capacity, in order to obtain, retain or direct business or obtain any improperadvantage, inviolationofthe UnitedStatesForeignCorruptPractices Actof1977(“FCPA”).

(c)None of Holdings, the Borrowers or any of their respective Subsidiaries,nor,totheknowledgeoftheHoldings,theBorrowersorany of their respective Subsidiaries, anydirector, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or isowned or controlled byone or more individualsor entities that are:

(i)listedintheannexto,orisotherwisesubjecttotheprovisionsof,ExecutiveOrderNo.13224onTerroristFinancingeffectiveSeptember24,2001(the“Executive Order”);

(ii)owned or Controlled by, or acting for or on behalf of, any Personthatislistedintheannexto,orisotherwisesubjecttotheprovisionsof,theExecutiveOrder;

(iii)a Person with which any Lender is prohibited from dealing orotherwiseengaginginanytransactionbyanylawswithrespecttoterrorismormoneylaundering;

(iv)aPersonthatcommits,threatensorconspirestocommitorsupports “terrorism” as defined inthe Executive Order;

(v)currentlythesubjectortargetofanySanctions;

(vi)located,organizedorresidentinaDesignatedJurisdiction;or

(vii)named as a “specially designated national and blocked Person”on the most current list published by the U.S. Treasury Department Office of Foreign AssetsControl (“OFAC”) at its official website or any replacement website or other replacement officialpublicationofsuchlistorHMT’sConsolidatedListofFinancialSanctionsTargets,or anysimilar list enforced by any other relevant sanctions authority and none of the proceeds of theLoans will be, directly or, to the knowledge of Holdings, the Borrowers or any of their respectiveSubsidiaries,indirectly,offered,lent,contributedorotherwisemadeavailabletoanyRestricted Subsidiary,jointventurepartnerorotherPersonforthepurposeoffinancingtheactivitiesofanyPerson currently the subjectof sanctions administeredby OFAC.

(d)Each of Holdings, the Borrowers and their respective Subsidiaries haveconducted their businesses in compliance in all material respects with the FCPA, the UK Bribery Act2010, and otherapplicable anti-corruption legislationin other jurisdictions.

(e)NoLoanPartyis(i)anEEAFinancialInstitutionor(ii)aCovered

Entity.

Section 5.20Intellectual Property; Licenses, Etc. Except as set forth on Schedule 5.20annexedtoAmendmentNo.4:

(a)except as would not reasonably be expected to have a Material AdverseEffect, each Borrower and each Restricted Subsidiary owns, or possesses the right to use, all of thepatents, patent rights, trademarks,

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service marks, trade names, copyrights or mask works, domain names,trade secrets and other intellectual property rights (collectively, “Intellectual Property Rights”) that arereasonably necessary for the operation of their respective businesses, without conflict with the rights ofany other Person;

(b)except as would not reasonably be expected to have a Material AdverseEffect, no Borrower nor any of the Restricted Subsidiaries nor any Intellectual Property Rights, product,process, method, substance, part or other material now employed, sold or offered by any Borrower or theRestricted Subsidiaries is infringing upon, misappropriating or otherwise violating Intellectual PropertyRights of any Person; and

(c)no claim or litigation regarding any of the foregoing is pending or, to theknowledge of any Borrower, threatened.

Section 5.21EmployeeBenefitPlans.TheBorrowersandeachoftheirERISAAffiliatesare in compliance in all material respects with the applicable provisions of ERISA and theCode and the regulations and published interpretations thereunder.No ERISA Event has occurred or isreasonably expectedtooccurthat,whentakentogetherwithallothersuchERISAEvents, wouldreasonably be expected to have a Material Adverse Effect.Except as would not reasonably be expectedtohaveaMaterialAdverseEffect,thepresentvalueofallaccumulatedbenefitobligationsunderallPlans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No.87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fairmarket value of the assets of suchPlans, in the aggregate.

Section5.22DepositAccounts;CreditCardArrangements..

(a)Annexed to Amendment No. 4 as Schedule 5.22(a) is a list of all depositaccounts maintained by the Loan Parties as of the Amendment No. 4 Effective Date, which Scheduleincludes, with respect to each deposit account (i) the name and address of the depository; and (ii) theaccount number(s) maintained with such depository.

(b)Annexed to Amendment No. 4 as Schedule 5.22(b) is a list describing allmaterial arrangements as of the Amendment No. 4 Effective Date to which any Loan Party is a party withrespecttotheprocessingand/orpaymenttosuchLoanPartyoftheproceedsofanycreditcardchargesforsales made by such Loan Party.

ARTICLE VI

AFFIRMATIVECOVENANTS

So long as any Lender shall have any Revolving Credit Commitment hereunder, anyLetter of Credit remains outstanding, any Loan or other Obligation hereunder shall remain unpaid orunsatisfied (other than any indemnity obligation for unasserted claims that by its terms survives thetermination of this Agreement, any Letter of Credit that has been Cash Collateralized or any obligationunderaSpecifiedSwapContractorCashManagementServices)theBorrowersshall,andshall(exceptinthecaseofthecovenantssetforthin Sections6.08and6.09)causeeachRestrictedSubsidiaryto:

Section6.01Existence;BusinessesandProperties.

(a)Do or cause to be done all things necessary to preserve, renew and keepinfull force andeffectitslegalexistence,except:

(i)inthecaseofaRestrictedSubsidiary,wherethefailuretodosowould not reasonablybe expectedto have aMaterial AdverseEffect; or

(ii)inconnectionwithatransactionpermittedunderSection7.05.

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(b)(a)Doorcausetobedoneallthingsnecessary tolawfully obtain,preserve,renew,extendandkeepinfullforceandeffectthepermits,franchises,authorizations,IntellectualPropertyRights,licensesandrightswithrespecttheretonecessarytothenormalconductofits business and (b) at all times maintain and preserve all property necessary to the normal conduct of itsbusiness and keep such property in good repair, working order and condition (ordinary wear and tearexcepted) and from time to time make, or cause to be made, all needful and proper repairs, renewals,additions, improvements and replacements thereto necessary in order that the business carried on inconnection therewith,ifany, maybeproperly conductedatall times,ineach case,except:

(i)as expressly permittedby this Agreement;

(ii)suchasmayexpire,beabandonedorlapseintheordinarycourse ofbusiness;or

(iii)wherethefailuretodosowouldnotreasonablybeexpectedtohave a Material Adverse Effect.

Section6.02Insurance.

(a)Maintain,withinsurancecompaniesreasonablybelievedtobefinancially sound and reputable, insurance in such amounts and against such risks as are customarilymaintained by similarly situated companies engaged in the same or similar businesses operating in thesame or similar locations, and cause the Co-Collateral Agent to be listed as a co-loss payee on propertyand casualty policies and as an additional insured on liability policies.The Parent Borrower will furnishto the Administrative Agent or Collateral Agent, upon request, information in reasonable detail as to theinsurance so maintained.Notwithstanding the foregoing, it is understood and agreed that no Loan Partywill be required to maintain flood insurance other than with respect to any Owned Material Real Propertyrequired to be so insured pursuant to the Flood Disaster Protection Act of 1973 or the National FloodInsuranceActof1968,andtheregulationspromulgatedthereunder,becausesuchOwnedMaterialReal PropertyislocatedinanareawhichhasbeenidentifiedbytheSecretaryofHousingandUrbanDevelopment as a “special flood hazard area.”

(b)Use commercially reasonable efforts to:   (a) if insurance is procuredfrominsurancecompanies,obtaincertificatesandendorsementsreasonablyacceptabletotheAdministrative Agent with respect to property and casualty insurance; (b) cause each insurance policyreferred to in this Section 6.02 and procured from an insurance company to provide that it shall not becancelled,modifiedornotrenewed(x)byreasonofnonpaymentofpremiumexceptuponnotlessthan 10days’priorwrittennoticethereofbytheinsurertotheAdministrativeAgent(givingtheAdministrative Agent the right to cure defaults in the payment of premiums) or (y) for any other reasonexceptuponnotlessthan30days’priorwrittennotice thereof by the insurer to the AdministrativeAgent; and (c) deliver to the Administrative Agent, prior to the cancellation, modification or non-renewalof any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewalofapolicypreviouslydeliveredtotheAdministrativeAgent,includinganinsurancebinder)togetherwithevidence reasonably satisfactory to the Administrative Agent of payment of the premium therefor.

Section 6.03Taxes. Pay and discharge promptly when due all material Taxes imposedupon it or its income or profits or in respect of its property, before the same becomes delinquent or indefault; provided that such payment and discharge will not be required with respect to any Tax if (1) thevalidity or amount thereof is being contested in good faith by appropriate proceedings and (2) Holdings,any Borrower or any affected Restricted Subsidiary, as applicable, has set aside on its books reserves inaccordance with GAAP with respect thereto.

Section6.04FinancialStatements.DelivertotheAdministrativeAgent:

(a)within105daysfollowingtheendofeachfiscalyearendedaftertheAmendmentNo.4EffectiveDate,(1)aconsolidatedbalancesheetandrelatedstatementsofoperations,cashflowsandowners’equityshowingthefinancialpositionoftheBorrowersandtheRestrictedSubsidiariesasofthecloseofsuchfiscalyear

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andtheconsolidatedresultsofitsoperationsduringsuchfiscalyearand,ineachcase,starting withthefollowingfiscalyear,settingforthincomparativeformthecorresponding figures forthepriorfiscalyear, which consolidated balance sheet and related statementsofoperations,cashflowsandowners’equity willbeauditedby independentpublicaccountantsofrecognizednationalstanding,orsuchotheraccountantsasarereasonablyacceptabletotheAdministrativeAgent,andaccompaniedbyanopinionofsuchaccountants(whichopinionshallnotbesubjecttoany“goingconcern”statement,explanatorynoteorlikequalificationorexception(otherthana“goingconcern”statement,explanatorynoteorlikequalificationorexceptionresultingsolelyfromanupcomingmaturitydateoccurringwithinoneyearfromthetimesuchopinionisdeliveredoranticipated(butnotactual)covenantnon-compliance))totheeffectthatsuchconsolidatedfinancialstatementsfairlypresent,inallmaterialrespects,thefinancialpositionandresultsofoperationsoftheBorrowersandtheRestrictedSubsidiariesonaconsolidatedbasisinaccordancewithGAAP(theapplicablefinancialstatementsdeliveredpursuanttothisclause(1)beingthe“AnnualFinancialStatements”)and(a)amanagement’sdiscussionandanalysisoffinancialconditionandresultsofoperations,discussingandanalyzingtheresultsofoperationsoftheBorrowersfortheperiodcoveredbysuchAnnualFinancialStatements;

(b)within60daysfollowingtheendofeachofthefirstthreefiscalquartersofeachfiscalyear,(1)aconsolidatedbalancesheetandrelatedstatementsofoperationsandcashflowsshowingthefinancialpositionoftheBorrowersandtheRestrictedSubsidiariesasofthecloseofsuchfiscalquarterand theconsolidated results ofitsoperationsduring such fiscal quarter and, in each case,thethen-elapsedportionofthefiscalyearandsettingforthincomparativeformthecorrespondingfiguresforthecorrespondingperiodsofthepriorfiscalyear,whichconsolidatedbalancesheetandrelated statementsofoperationsandcashflowswillbecertifiedbyaResponsibleOfficeroftheParentBorroweronbehalfoftheParentBorrowerasfairlypresenting,inallmaterialrespects,thefinancialpositionandresultsofoperationsoftheBorrowersandtheRestrictedSubsidiariesonaconsolidatedbasisinaccordancewithGAAP,subjecttonormalyear-endauditadjustmentsandtheabsenceoffootnotes,and(b)amanagement’sdiscussionandanalysisoffinancialconditionandresultsofoperations,discussingandanalyzingtheresultsofoperationsoftheBorrowersforsuchfiscalquarter(theapplicablefinancialstatementsdeliveredpursuanttothisclause(b)beingthe“QuarterlyFinancialStatements”and,togetherwith the AnnualFinancial Statements,the “RequiredFinancial Statements”);

(c)concurrentlywithanydeliveryofRequiredFinancialStatements,acertificateof aFinancial Officer oftheParent Borrower:

(i)certifyingthatnoDefaultorEventofDefaulthasoccurredandis continuing or, if a Default or Event of Default has occurred and is continuing, specifying thenature and extent thereof and any corrective action taken or proposed to be taken with respectthereto;

(ii)reserved;

(iii)certifyingalistofallImmaterialSubsidiaries,thateachSubsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that allsuch Subsidiaries in the aggregate do not exceed the limitation set forth in clause (ii) of thedefinition of the term “Immaterial Subsidiary”;and

(iv)certifying a list of all Unrestricted Subsidiaries at such time andthat eachSubsidiary setforthon suchlist qualifiesasan UnrestrictedSubsidiary;

(d)no later than the 20th Business Day after the end of each fiscal month, acertificate in the form of Exhibit L (a “Borrowing Base Certificate”) showing the Borrowing Base as ofthe close of business on the last day of the immediately preceding fiscal month, each Borrowing BaseCertificate to be certified as complete and correct in all material respects on behalf of the Borrowers by aResponsibleOfficerof the Parent Borrower; provided that (i) if Excess Availability has been less thanthe greater of (X) $12,500,000 or (Y) twelve and one-half percent (12.5%) of the Line Cap at any timesincethedelivery of the most recent Borrowing Base Certificate, or (ii) any Event of Default hasoccurred and is continuing, such Borrowing Base Certificate shall be furnished on Wednesday of eachweek (or, if Wednesday isnot a Business Day, onthe next succeeding BusinessDay);

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(e)promptly after the same become publicly available, copies of all periodicand other publicly available reports, proxy statements and, to the extent requested by the AdministrativeAgent, other materials publicly filed by Holdings, the Borrowers or any Restricted Subsidiary with theSEC or,afteraninitialpublicoffering, distributedtoitsstockholdersgenerally,asapplicable;

(f)within 105 days following the end of each full fiscal year ended after theAmendmentNo.4EffectiveDate,aconsolidatedannualbudgetforsuchfiscalyearintheformcustomarilypreparedbytheParentBorrower(the“Budget”),whichBudgetwillineachcasebeaccompanied by the statement of a Financial Officer of the Parent Borrower on behalf of the ParentBorrower to the effect that the Budget is based on assumptions believed by the Parent Borrower to bereasonable as of the date of delivery thereof;

(g)for each fiscal month ending after the date on which Excess Availabilityatanytimeislessthan12.5%oftheLineCapthenineffectuntilthedateonwhichExcessAvailability has been at least the 12.5% of the Line Cap then in effect for thirty (30) consecutive days, then within 45days following the end of each of the fiscal months of each fiscal year during such period, a consolidatedbalance sheet and related statements of operations and cash flows showing the financial position of theBorrowersandtheRestrictedSubsidiariesasofthecloseof such fiscal month and the consolidatedresults of its operations during such fiscal month and, in each case, the then-elapsed portion of the fiscalyear, which consolidated balance sheet and related statements of operations and cash flows will becertified by a Responsible Officer of the Parent Borrower on behalf of the Parent Borrower as fairlypresenting, in all material respects, the financial position and results of operations of the Borrowers andthe Restricted Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-endaudit adjustments and the absence of footnotes;

(h)upon the reasonable request of the Collateral Agent, concurrently withthe delivery of the Annual Financial Statements, an updated Perfection Certificate (or, to the extent suchrequestrelatestospecifiedinformationcontainedinthePerfectionCertificate,suchinformation)reflectingallchangessincethedateoftheinformationmostrecentlyreceivedpursuanttothisparagraph

(g) orSection6.11;

(i)promptly,fromtimetotime,suchotherinformationregardingtheoperations,businessaffairsandfinancialconditionofHoldings,theBorrowersoranyRestrictedSubsidiary, in each case, as the Administrative Agent may reasonably request (for itself or on behalf ofany Lender);

(j)promptly uponrequestby theAdministrativeAgent(so long asthefollowing are obtainable using commercially reasonable measures), copies of any documents described inSection 101(k)(1) of ERISA that any Borrower or any of its ERISA Affiliates may request with respect toany Multiemployer Plan; provided that if any Borrower or any of its ERISA Affiliates has not requestedsuch documents from the administrator or sponsor of the applicable Multiemployer Plan, such Borroweror the applicable ERISA Affiliate shall promptly make a request for such documents or notices from suchadministrator or sponsor and shall provide copies of such documents and notices promptly after receiptthereof;

(k)the financial and collateral reports described on Schedule 6.04 hereto, atthe time set forth in such Schedule;

(l)promptly, of any material change in accounting policies or financialreporting practices by anyLoan Party or anySubsidiary thereof;

(m)promptly, of any change in the Parent Borrower’s chief executive officerorchieffinancialofficer;

(n)promptly, of any termination, withdrawal or resignation of its RegisteredPublicAccounting Firm.

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Anything to the contrary notwithstanding, the obligations in clauses (a), (b) and (f) of this Section 6.04may be satisfied with respect to financial information of the Borrowers and the Restricted Subsidiaries byfurnishing (1) the applicable financial statements of Holdings (or any other Parent Entity) or (2) theBorrowers’ or Holdings’ (or any such other Parent Entity’s), as applicable, Form 10-K or 10-Q, asapplicable, filed with the SEC; provided that with respect to each of the foregoing clauses (1) and (2) (a)totheextentsuchinformationrelatestoHoldings(oraParentEntity),suchinformationisaccompaniedby consolidating information that explains in reasonable detail the differences between the informationrelatingtoHoldings(orsuchParentEntity),ontheonehand,andtheinformationrelatingtothe Borrowers and the Restricted Subsidiaries on a standalone basis, on the other hand, and (b) to the extentsuch information is in lieu of information required to be provided under Section 6.04(a), such materialsare accompanied by a report and opinion of independent public accountants of recognized nationalstanding,orsuchotheraccountantsasarereasonably acceptabletotheAdministrativeAgent,andaccompanied by an opinion of such accountants (which opinion shall not be subject to any “goingconcern” statement, explanatory note or like qualification or exception (other than a “going concern”statement, explanatory note or like qualification or exception resulting solely from an upcoming maturitydate occurring within one year from the time such opinion is delivered or anticipated (but not actual)covenant non-compliance)) (it being understood and agreed that if, in compliance with this paragraph, (x)the Borrowers provide audited financial statements of Holdings (or any other Parent Entity) and relatedreportandopinionof accountants with respect thereto in lieu of information required to be providedunder Section 6.04(a), no such audited financial information, opinion or report shall be required withrespect to the Borrowers, (y) the Borrowers provide unaudited financial statements of Holdings (or anyother Parent Entity) in lieu of information required to be provided under Section 6.04(b), no suchunaudited financial information shall be required with respect to the Borrowers and (z) the Borrowersprovide a Budget of Holdings and accompanying statement (or any other Parent Entity) in lieu ofinformation required to be provided under Section 6.04(e), no such Budget shall be required with respectto the Borrowers); provided that for the avoidance of doubt, with respect to the foregoing clauses (x), (y)and (z) (i) to the extent such information relates to Holdings (or a Parent Entity), such information isaccompanied by consolidating information that explains in reasonable detail the differences between theinformation relating to Holdings (or such Parent Entity), on the one hand, and the information relating tothe Borrowers and the Restricted Subsidiaries on a standalone basis, on the other hand, and (ii) to theextent such information is in lieu of information required to be provided under Section 6.04(a), suchmaterials are accompanied by a report and opinion of independent public accountants of recognizednationalstanding,orsuchotheraccountantsasarereasonablyacceptabletotheAdministrativeAgent,and accompanied by an opinion of such accountants (which opinion shall not be subject to any “goingconcern” statement, explanatory note or like qualification or exception (other than a “going concern”statement, explanatory note or like qualification or exception resulting solely from an upcoming maturitydate occurring within one year from the time such opinion is delivered or anticipated (but not actual)covenant non-compliance)).   The obligations in clauses (a) and (b) of this Section 6.04 may be satisfiedby delivery of financial information of the Borrowers and their Subsidiaries so long as such financialstatements include a reasonably detailed presentation, either on the face of the financial statements or inthe footnotes thereto, of the financial condition and results of operations of the Borrowers and theRestricted Subsidiaries separate from the financial condition and results of operations of the UnrestrictedSubsidiaries of the Borrowers.

The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the JointLead Arrangers will make available to the Lenders materials and/or information provided by or on behalfof the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials onIntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of the Lendersmay be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public informationwith respect to the Borrowers or their securities) (each, a “Public Lender”). The Borrowers hereby agreethat at any time that the Borrowers are the issuer of any outstanding debt or equity securities that areregistered or issued pursuant to a private offering or is actively contemplating issuing any such securitiesit will use commercially reasonable efforts to identify that portion of the Borrower Materials that may bedistributedtothePublicLendersandthat(w)allsuchBorrowerMaterialsshallbeclearlyandconspicuously marked“PUBLIC”which,ataminimum,shallmeanthat the word “PUBLIC” shallappearprominentlyonthefirstpagethereof;(x)bymarkingBorrowerMaterials“PUBLIC,”theBorrowersshallbedeemedtohaveauthorizedtheAdministrativeAgent,theJointLeadArrangersandthe Lenders to treat such Borrower Materials as not containing any material non-public information(althoughitmaybesensitiveandproprietary)withrespecttotheBorrowersortheirsecurities

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forpurposes of United States Federal and state securities laws (provided, however, that to the extent suchBorrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) allBorrower Materials marked “PUBLIC” are permitted to be made available through a portion of thePlatform designated “Public Investor”; and (z) the Administrative Agent and the Joint Lead Arrangersshall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only forposting on a portionof the Platformnot designated “Public Investor.”

Section 6.05LitigationandOtherNotices.FurnishtotheAdministrativeAgent(which will promptly thereafter furnish to the Lenders) written notice of the following promptly after anyResponsible Officer ofthe ParentBorrower obtainsactual knowledge thereof:

(a)any Default or Event of Default, specifying the nature and extent thereofand the correctiveaction (if any)proposed to betaken with respectthereto;

(b)thefilingorcommencementof,oranywrittenthreatornoticeofintention of any Person to file or commence, any action, suit or proceeding, whether at law or in equity orby or before any Governmental Authority or in arbitration, against Holdings or any of the RestrictedSubsidiariesastowhichanadversedeterminationisreasonablyprobableandwhich,ifadverselydetermined, would reasonablybe expectedto have aMaterial AdverseEffect;

(c)the occurrence of any ERISA Event that, together with all other ERISAEventsthathaveoccurred,wouldreasonablybeexpectedtohaveaMaterialAdverseEffect;and

(d)promptlyfollowinganyrequesttherefor,provideinformationanddocumentation reasonably requested by the Administrative Agent or any Lender required by applicable“knowyourcustomer”andanti-money-laundering rules and regulations, including, withoutlimitation,the PATRIOT Act and theBeneficial Ownership Regulation.

Section 6.06Compliance with Laws. Comply with all laws, rules, regulations andorders of any Governmental Authority applicable to it or its property (including ERISA, FCPA, OFACand the USA PATRIOT Act), except where the failure to do so, individually or in the aggregate, wouldnot reasonably be expected to result in a Material Adverse Effect; provided that this Section 6.06 will notapply to Environmental Laws or lawsrelated to Taxes.

Section6.07InspectionRights;Books.

(a)(x) Keep proper books of record and account in which full, true andcorrectentries(inallmaterialrespects)aremadeofallmaterialdealingsandtransactionsinrelationtoitsbusinessandactivitiesand(y)permitrepresentativesandindependentcontractorsoftheAdministrative Agent to visit and inspect any of its properties, to examine its corporate, financial andoperating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances andaccounts with its directors, officers, and independent public accountants, all at such reasonable timesduring normal business hours and as often as may be reasonably desired, upon reasonable advance noticeto the Parent Borrower; provided, however, that unless an Event of Default exists only one such visit inany calendar year shall be atthe Borrowers’ expense.

(b)Upon the request of the Administrative Agent, after reasonable priornotice, permit the Administrative Agent or professionals (including investment bankers, consultants,accountants,lawyersandappraisers)retainedbytheAdministrativeAgenttoconductappraisals,commercialfinanceexaminationsandotherevaluations,including,withoutlimitation,of(i)theBorrowers’practicesinthecomputationoftheBorrowingBase,and(ii)theassetsincludedinthe

Borrowing Base and related financial information such as, but not limited to, sales, gross margins,payables, accruals and reserves. The Loan Parties shall reasonably cooperate with the AdministrativeAgent in establishing the earliest reasonable date for the conduct of such examinations and evaluations, itbeing understood that, in establishing such date,

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the Administrative Agent will give due consideration toavailabilityoftheLoanParties’personnelwhoseparticipationintheexaminationsandevaluationsmaybe required (including, among other things, their lack of availability due to time deadlines for completionof certain specified tasks then required for the orderly operation of the Loan Parties’ business, such asyear-end audits). Subject to the following sentences, the Loan Parties shall pay the reasonable fees andexpensesoftheAdministrativeAgentorsuchprofessionalswithrespecttosuchevaluationsandappraisals. The Loan Parties acknowledge that the Administrative Agent shall undertake up to one (1)inventory appraisal and one (1) commercial finance examination each fiscal year commencing with thefiscal year ended October 3, 2020 at the Loan Parties’ expense; provided that if Excess Availability is atany time less than the greater of (X) 20% of the Line Cap and (Y) $20,000,000, the Administrative Agentshall conduct up to two (2) commercial finance examinations and two (2) inventory appraisals in suchfiscal year at the Loan Parties’ expense. Notwithstanding the foregoing, the Administrative Agent maycauseadditionalappraisalsandcommercialfinanceexaminationstobeundertaken(x)asitinitsdiscretion deems necessary or appropriate, at its own expense, or (y) if required by applicable Law or if aDefault shall haveoccurred andbe continuing,at theexpense ofthe Loan Parties.

Section 6.08Use of Proceeds. Use the proceeds of the Revolving Credit Loans, SwingLineLoansandtheLettersofCreditforgeneralcorporatepurposes(includingPermittedAcquisitionsand any otherpurpose not prohibitedby the termsof the LoanDocuments).

Section 6.09Compliance with Environmental Laws. Comply, and make reasonableefforts to cause all lessees and other Persons occupying its fee-owned Real Properties to comply, with allEnvironmentalLaws applicableto itsoperations and properties, and obtain and renew all materialauthorizations and permits required pursuant to Environmental Law for its operations and properties, ineach case in accordance with Environmental Laws, except, in each case, to the extent the failure to do sowouldnotreasonablybeexpectedtohave,individuallyorintheaggregate,aMaterialAdverseEffect.

Section6.10CovenanttoGuaranteeObligationsandGiveSecurity.

If (a) a Restricted Subsidiary (other than an Excluded Subsidiary) of the Parent Borrower isformed or acquired after the Closing Date or (b) an Excluded Subsidiary ceases to constitute an ExcludedSubsidiary (but remains a Restricted Subsidiary), within five Business Days after the date such RestrictedSubsidiaryisformedoracquiredorsuchExcludedSubsidiaryceasestoconstituteanExcludedSubsidiary, as applicable, notify the Collateral Agent thereof and, within 20 Business Days after the datesuch Restricted Subsidiary is formed or acquired or such Subsidiary ceases to constitute an ExcludedSubsidiary(orsuchlongerperiodastheAdministrativeAgentmayagreeinitssolediscretion),theParent Borrower will orwill cause such RestrictedSubsidiary to:

(i)cause such Restricted Subsidiary, and cause the direct parent ofsuch Restricted Subsidiary (if it has not already done so), to duly execute and deliver to theAdministrative Agent (x) a supplement to the Guarantee and Collateral Agreement, in form andsubstancereasonablysatisfactory totheAdministrativeAgent,guaranteeing theotherLoanParties’ obligations under the Loan Documents and covering the personal property of suchRestricted Subsidiaries as specified by and in form and substance reasonably satisfactory to theAdministrative Agent (including delivery of all Pledged Debt and Pledged Equity in and of suchSubsidiary,andotherinstrumentsofthetypespecifiedinSection4.01(a)(i)),securingpaymentofalltheObligationsofsuchRestrictedSubsidiaryorsuchparent,asthecasemaybe,underthe LoanDocumentsandconstitutingLiensonallsuchrealandpersonalpropertiesand(y)inthecase of aRestricted Subsidiary thatowns Inventory, aJoinder Agreement;

(ii)cause such Subsidiary and the direct parent of such RestrictedSubsidiary (if it has not already done so) to take whatever action (including the filing of UniformCommercial Code financing statements, the giving of notices and the endorsement of notices ontitle documents) may be necessary or advisable in the reasonable opinion of the AdministrativeAgent to vest in the Administrative Agent (or in any representative of the Administrative Agentdesignated by it) valid and subsisting Liens on the personal properties purported to be subject tothe Guarantee and Collateral Agreement and supplements thereto delivered pursuant to thisSection 6.10,enforceableagainstall thirdpartiesinaccordance withtheirterms;and

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(iii)deliver to the Administrative Agent, upon the request of theAdministrativeAgentinitsreasonablediscretion,asignedcopyofafavorableopinion,addressed to the Administrative Agent and the other Secured Parties, of counsel for the LoanPartiesreasonablyacceptabletotheAdministrativeAgentastothematterscontainedinclauses (i) and (ii) above, and as to such other matters as the Administrative Agent may reasonablyrequest.

Section 6.11Further Assurances; Additional Security. Promptly upon request by theAdministrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect orerror that may be discovered in any Loan Document or in the execution, acknowledgment, filing orrecordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register andre-register any and all such further acts, deeds, certificates, assurances, agreements and other instrumentsas the Administrative Agent, or any Lender through the Administrative Agent, may reasonably requirefromtimetotimeinorderto(i)carryoutmoreeffectivelythepurposesoftheLoanDocuments,(ii)tothe fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of theCollateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of theCollateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey,grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rightsgranted or now or hereafter intended to be granted to the Secured Parties under any Loan Document orunder any other instrument executed in connection with any Loan Document to which any Loan Party orany of its Restricted Subsidiaries is or is to be a party, and cause each of its Restricted Subsidiaries to doso.

Section 6.12PreparationofEnvironmentalReports.Atanytimeduringthecontinuance of an Event of Default, provide to the Lenders within 60 days after reasonable request fromtheAdministrativeAgentortheRequiredLenders,attheexpenseoftheBorrowers,anenvironmentalsiteassessmentreportforanyofitsRealPropertiesdescribedinsuchrequest,preparedbyanenvironmentalconsultingfirmreasonablyacceptabletotheAdministrativeAgent,indicatingthepresence or absence of Hazardous Materials at such property and the estimated cost of any compliance,including, if applicable, the estimated costs of legally required removal or remedial actions in connectionwithanysuchHazardousMaterialsonsuchRealProperty;withoutlimitingthegeneralityoftheforegoing, if the Administrative Agent reasonably determines at any time following 30 days after itsinitial request that a material risk exists that any such report will not be provided within the time referredto above, the Administrative Agent may retain an environmental consulting firm to prepare such report atthe expense of the Borrowers, and Holdings hereby grants and agrees to cause any Restricted Subsidiarythat maintains an interest in any Real Property described in such request to grant at the time of suchrequest to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof anirrevocablenon-exclusivelicense,afterreasonableadvancenoticesubjecttothereasonablerightsof tenants or any limitation contained in applicable leases, to enter onto their respective properties toundertake such an assessment.Any such assessment shall be conducted during normal business hoursand in a manner reasonably designed to mitigate any material interference with the ongoing operations ofthe Loan Party’s business.The Loan Parties may require that, prior to entry onto the Real Property, anysuch engineer or consultant shall present evidence of reasonable and customary insurance coverage,including general liability and professional liability policies.Unless there exists a reasonable belief thatthere has been a material Release of Hazardous Materials at the Real Property any such assessment shallbe limited to a visual inspection of the property and shall not include the taking of any samples of soil,groundwater, surface water,building materialsor otherenvironmental media.

Section6.13CashManagement.

(a)PriortotheAmendment No.4Effective Date:

(i)[reserved];and

(ii)enterintoablockedaccountagreement(each,a“BlockedAccountAgreement”),informandsubstancereasonablysatisfactorytotheAdministrativeAgent,with each Blocked Account Bank (collectively, the “Blocked Accounts”).

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(b)All credit card proceeds shall be required to be transferred via ACH orwiretransfernolessfrequentlythandaily(andwhetherornottherearethenanyoutstandingObligations) to a Blocked Account. Each Blocked Account Agreement shall require, after notice from theAdministrative Agent to a Blocked Account Bank of the occurrence of a Cash Dominion Event (and untilthe Administrative Agent notifies such Blocked Account Bank that such Cash Dominion Event hasterminated), the ACH or wire transfer no less frequently than daily (and whether or not there are then anyoutstanding Obligations) to the concentration account maintained by the Administrative Agent at Bank ofAmerica(the“ConcentrationAccount”),ofallcashreceiptsandcollectionsoftheLoanParties,including, without limitation, the following:

(i)allavailablecashreceiptsfromthesaleofInventoryandother

assets;

(ii)allproceedsofcollectionsofAccounts;

(iii)thethencontentsofeachDDA;

(iv)thethenentireledgerbalanceofeachBlockedAccount;and

(v)thenetproceedsofallcreditcardcharges.

(c)During thecontinuanceof a Cash Dominion Event, the Loan Partiesshall provide the Administrative Agent with an accounting of the contents of the Blocked Accounts andthe Concentration Account, which shall identify, to the satisfaction of the Administrative Agent, theproceeds from the Term Priority Collateral which were deposited into a Blocked Account and swept tothe Concentration Account. Upon the receipt of (x) the contents of the Blocked Accounts, and (y) suchaccounting, the Administrative Agent agrees to promptly remit to the agent under the Term Loan Facilitythe proceedsof theTerm PriorityCollateral receivedby theAdministrative Agent.

(d)The Concentration Account shall at all times be under the sole dominionand control of the Administrative Agent. The Loan Parties hereby acknowledge and agree that (i) theLoanPartieshavenorightofwithdrawalfromtheConcentrationAccount,(ii)thefundsondepositinthe Concentration Account shall at all times be collateral security for all of the Obligations and (iii) the fundson deposit in the Concentration Account shall be first, applied ratably to the L/C Obligations and theSwing Line Loans, second, applied ratably to the outstanding Revolving Credit Loans, and, third, if anEvent of Default shall have occurred and be continuing, used to Cash Collateralize the remaining L/CObligationsandfourth,(totheextentany amountisremaining)used in theoperationsoftheLoanParties; provided, that after an acceleration of the Obligations such proceeds shall be applied as providedin Section 8.03. In the event that, notwithstanding the provisions of this Section 6.13, any Loan Partyreceives or otherwise has dominion and control of any such proceeds or collections, such proceeds andcollectionsshallbeheldintrustbysuchLoanPartyfortheAdministrativeAgent,shallnotbecommingled with any of such Loan Party’s other funds or deposited in any account of such Loan Partyand shall, not later than the Business Day after receipt thereof, be deposited into the ConcentrationAccount or dealt with in such other fashion as such Loan Party may be instructed by the AdministrativeAgent.

(e)TheBorrowersshallnotberequiredtoenter into Blocked AccountAgreements or other control agreements in respect of any DDA that does not at any time have an averagedaily balance for any 30 day period in excess of $250,000; provided that the aggregate average dailybalance for any 30 day period in all DDAs of the Borrowers that are excluded pursuant to this clause (e)shall not exceed $2,500,000 at any time.

Section 6.14Physical Inventories. At the Administrative Agent’s request, cause atleast one (1) physical inventory at each of the Borrowers’ locations to be undertaken in each twelve (12)month period conducted by such inventory takers as are satisfactory to the Administrative Agent andfollowing such methodology as is consistent with the methodology used in the immediately precedinginventory or as otherwise may be reasonably acceptable to the Administrative Agent. The Borrowers,within thirty (30) days following the completion of such inventory, shall provide

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the AdministrativeAgent with a reconciliation of the results of such inventory (as well as of any other physical inventoryundertakenby a Loan Party).

ARTICLE VII

NEGATIVECOVENANTS

So long as any Lender shall have any Revolving Credit Commitment hereunder, anyLetter of Credit remains outstanding, any Loan or other Obligation hereunder shall remain unpaid orunsatisfied (other than any indemnity obligation for unasserted claims that by its terms survives thetermination of this Agreement, any Letter of Credit that has been Cash Collateralized or any obligationunder a Specified Swap Contract or Cash Management Services), the Borrowers shall not, nor shall itpermit any Restricted Subsidiary to:

Section 7.01Indebtedness. Issue, incur or assume any Indebtedness (excluding anyDisqualified Stock or any preferred Equity Interests); provided that the Borrowers and the RestrictedSubsidiaries may issue, incur or assume Indebtedness (“Ratio Debt”) so long as (i) such Indebtednessdoesnotmatureorhaveanyscheduledamortizationorpayments,repurchasesorredemptionsofprincipal (other than customary amortization payments), in each case, prior the final maturity date of theRevolving Credit Commitments at the time such Indebtedness is incurred and such Indebtedness does nothaveashorterWeightedAverageLifetoMaturitythantheRevolvingCreditCommitmentsthenoutstanding, in each case other than Indebtedness in an aggregate principal amount that does not exceedthegreaterof(a)$50,000,000and(b)25%ofConsolidatedEBITDAasofthedateanysuchIndebtedness is incurred, (ii) immediately after giving effect to the issuance, incurrence or assumption ofsuchIndebtedness,theInterestCoverageRatiois2.00to1.00orgreater,calculatedonaProForma Basis, (iii) the aggregate principal amount of Ratio Debt incurred by Restricted Subsidiaries that are notGuarantors,whenaggregatedwiththeamountofPermittedRefinancingIndebtednessincurredbyRestricted Subsidiaries that are not Guarantors in respect of Ratio Debt, may not exceed $25,000,000 atanytimeoutstanding,(iv)totheextentsuchIndebtednessissecuredbytheCollateral,itwillbesubjectto intercreditor or lien subordination arrangements reasonably satisfactory to the Administrative Agent,and   (v) no Event of Default shall exist or would result therefrom.The foregoing limitation will notapplyto (collectively, “Permitted Indebtedness”):

(a)IndebtednesscreatedundertheLoanDocuments(includinganyRevolvingCreditCommitmentIncrease);

(b)(A) Indebtedness incurred pursuant to the Term Loan Facility and any“Incremental Facility” and “Incremental Equivalent Term Debt” (each as defined in the Term LoanFacility or any equivalent term under any Term Loan Facility) in an aggregate principal amount that doesnot exceed(x) $810,000,000 plus (y) the aggregate principal amount of such “Incremental Facility” and“Incremental Equivalent Term Debt” not in excess of the “Available Incremental Term Loan FacilityAmount”(asdefinedintheTermLoanFacilityasineffectonthe AmendmentNo.4EffectiveDate)and (B) any Permitted Refinancing Indebtedness incurred to Refinance any Indebtedness originally incurredpursuanttothisclause(b)(andanysuccessivePermittedRefinancingIndebtednessinrespectthereof);

(c)the New Senior Notes and any Registered Equivalent Notes with respectthereto and, in each case,any capitalized interest addedthereto;

(d)Indebtedness existing on the Amendment No. 4 Effective Date (otherthanIndebtednessdescribedinclause(a),(b)or(c)above)and,withrespecttoIndebtednessexceeding $5,000,000 in theaggregate listed on Schedule 7.01annexedtoAmendment No.4;

(e)CapitalLeaseObligations,IndebtednesswithrespecttomortgagefinancingsandpurchasemoneyIndebtednesstofinancealloranypartofthepurchase,lease,construction,installation,repairorimprovementofproperty(realorpersonal),plantorequipmentorother fixed or capital assets and Indebtedness arising from the conversion of the obligations of anyBorroweroranyRestrictedSubsidiaryunderorpursuanttoany“synthetic

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lease”transactionstoon-balancesheetIndebtednessofsuchBorrowerorsuchRestrictedSubsidiary,inanaggregateoutstanding principalamount,including allPermittedRefinancing Indebtedness incurred to RefinanceanyIndebtednessoriginallyincurredpursuanttothisclause(e)(andanysuccessivePermittedRefinancing Indebtedness), not to exceed the greater of (a) $35,000,000 and (b) 9.00% of ConsolidatedTotal Assets as of the date any such Indebtedness is incurred; provided that such Indebtedness is incurredwithin270daysafterthepurchase,lease,construction,installation,repairorimprovementoftheproperty that is the subject of suchIndebtedness;

(f)Indebtedness owed to (including obligations in respect of letters of creditorbankGuaranteesorsimilarinstrumentsforthebenefitof)anyPersonprovidingworkers’compensation, health, disability or other employee benefits (whether to current or former employees) orproperty, casualty or liability insurance or self-insurance in respect of such items, or other Indebtednesswithrespecttoreimbursement-typeobligationsregardingworkers’compensationclaims,health,disabilityorotheremployeebenefits(whethercurrentorformer)orproperty,casualtyorliabilityinsurance;providedthatupontheincurrenceofanyIndebtednesswithrespecttoreimbursementobligations regarding workers’ compensation claims, such obligations are reimbursed not later than 45days following such incurrence;

(g)Indebtedness arising from agreements of any Borrower or any RestrictedSubsidiaryprovidingforindemnification,earn-outs,adjustmentofpurchaseoracquisitionpriceorsimilarobligations,ineachcase,incurred or assumed in connection with any Permitted Acquisition orthe disposition of any business, assets or Restricted Subsidiaries not prohibited by this Agreement, otherthan Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business,assets orRestrictedSubsidiariesforthepurposeoffinancing anysuchPermittedAcquisition;

(h)intercompany Indebtedness between or among the Borrowers and theRestricted Subsidiaries; provided that the aggregate outstanding principal amount of such Indebtednessthat is owing by any Restricted Subsidiary that is not a Guarantor to a Loan Party may not exceed theamount,asofthedatesuchIndebtednessisincurred,permittedpursuantto Sections7.04(e)and(f);

(i)Indebtedness pursuant to Hedge Agreements entered into in the ordinarycourse of business and not for speculativepurposes;

(j)Indebtedness in respect of performance bonds, bid bonds, appeal bonds,surety bonds and completion Guarantees and similar obligations, in each case, provided in the ordinarycourse of business, including those incurred to secure health, safety and environmental obligations in theordinary course of business;

(k)GuaranteesofIndebtednessoftheBorrowersortheRestrictedSubsidiariespermittedtobeincurredunderthisAgreementtotheextentsuchGuaranteesarenotprohibited bythe provisionsofSection 7.04(without givingeffectto Section7.04(t));

(l)(A) Indebtedness incurred or assumed in connection with a PermittedAcquisition and Indebtedness of any Person that becomes a Restricted Subsidiary if such IndebtednesswasnotcreatedinanticipationorcontemplationofsuchPermittedAcquisitionorsuchPersonbecominga Restricted Subsidiary and (B) Indebtedness incurred or assumed in anticipation or contemplation of aPermitted Acquisition;providedthat, ineachcaseof theforegoingsubclauses(A) and(B):

(i)noEventofDefaultiscontinuingimmediatelybeforesuchPermitted Acquisition or would result therefrom;

(ii)immediately aftergiving effectto such Permitted Acquisition,on a Pro Forma Basis, either (A) the Borrowers would be permitted to incur at least $1 of RatioDebt or (B) the InterestCoverage Ratio would decrease;

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(iii)theaggregateprincipalamountofanysuchIndebtednessincurred pursuant to clause (12)(b) by Restricted Subsidiaries that are not Guarantors, togetherwith any Permitted Refinancing Indebtedness incurred by Restricted Subsidiaries that are notGuarantors to Refinance any Indebtedness originally incurred pursuant to clause (k)(B) (and anysuccessive Permitted Refinancing Indebtedness), may not exceed $25,000,000 at any one timeoutstanding as of the datesuch Indebtedness is incurred;

(m)IndebtednessincurredinconnectionwithaSaleandLease-BackTransactionspermittedbySection7.03,togetherwithanyPermittedRefinancingIndebtednessincurredto Refinance anyIndebtedness originallyincurred pursuant tothis clause (l);

(n)Indebtedness arising from the honoring by a bank or other financialinstitutionofacheck,draftorsimilarinstrumentdrawnagainstinsufficientfundsintheordinarycourse ofbusiness,solongassuchIndebtedness(otherthancreditorpurchasecards)isextinguishedwithin10Business Daysafter notificationreceivedby theapplicable Borrowerofits incurrence;

(o)IndebtednesssupportedbyaLetterofCredit,inaprincipalamountnotin excess of the stated amountof such Letter of Credit;

(p)Indebtedness in an aggregate outstanding principal amount not to exceedan amount equal to 100% of the net proceeds received by any Borrower from the issuance or sale of itsEquity Interests or as a contribution to its capital after the Closing Date, other than (a) proceeds from theissuanceorsaleofsuchBorrower’sDisqualifiedStock,(b)ExcludedContributions,(c)[reserved]and (d) any such proceeds that are used prior to the date of incurrence to make a Restricted Payment underSection 7.06(a) or Section 7.06(b)(i) (any such Indebtedness, “Contribution Indebtedness”), to the extentsuchcontributionisdesignatedbytheParentBorrowerasspecifiedequitycontributionsfortheincurrence of Contribution Indebtedness;

(q)Indebtednessconsistingof(a)thefinancingofinsurancepremiumsor (b) take or pay obligations contained in supply arrangements, in each case, in the ordinary course ofbusiness;

(r)[reserved];

(s)Cash Management Obligations and other Indebtedness in respect of CashManagement Services entered intoin the ordinarycourse of business;

(t)Indebtednessissuedtofuture,currentorformerofficers,directors,managers, and employees, consultants and independent contractors of any Borrower or any RestrictedSubsidiaryorany directorindirectparentthereof,theirrespectiveestates,heirs,family members,spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of anyParent Entity permitted by Section 7.06;

(u)Indebtednessincurredonbehalfof,orrepresentingGuaranteesofIndebtednessof,jointventures;providedthattheaggregateoutstandingprincipalamountofsuchIndebtedness,togetherwithanyPermittedRefinancingIndebtednessincurredtoRefinanceanyIndebtedness originally incurred pursuant to this clause (s) (and any successive Permitted RefinancingIndebtedness) may not exceed the greater of (a) $15,000,000 and (b) 3.75% of Consolidated Total Assetsas of the date any such Indebtedness isincurred;

(v)IndebtednessofForeignSubsidiariesinanaggregateoutstandingprincipalamount,togetherwithanyPermittedRefinancingIndebtednessincurredbyForeignSubsidiariestoRefinance any Indebtedness originally incurred pursuantto this clause (t)(and anysuccessive Permitted Refinancing Indebtedness), not to not exceed the greater of (a) $25,000,000 and (b)6.25% ofConsolidated TotalAssets asof thedate anysuch Indebtednessis incurred;

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(w)unsecured Indebtedness in respect of short-term obligations to pay thedeferred purchase price of goods or services or progress payments in connection with such goods andservices so long as such obligations are incurred in the ordinary course of business and not in connectionwiththe borrowing of money;

(x)Indebtednessrepresentingdeferredcompensationorothersimilararrangements incurred by any Borrower or any Restricted Subsidiary (a) in the ordinary course ofbusiness or (b)in connectionwith anyPermitted Investmentor the Acquisition;

(y)any PermittedRefinancing Indebtedness incurred to Refinance RatioDebt or Indebtedness incurred under clauses (c), (d), (e), (l), (p), (u), (v), this clause (y) or clause (bb) ofthis Section 7.01;

(z)customer deposits and advance payments received in the ordinary courseof businessfrom customersfor goodspurchased inthe ordinarycourse ofbusiness;

(aa)Indebtedness incurred by any Borrower or any Restricted Subsidiary inconnectionwithbankers’acceptances,discountedbillsofexchange,warehousereceiptsorsimilarfacilities or the discounting or factoring of receivables for credit management purposes, in each caseincurred or undertaken in theordinary course of business;

(bb)additional Indebtedness in an aggregate outstanding principal amount,including allPermitted Refinancing Indebtedness incurred to Refinance any Indebtedness originallyincurred pursuant to this clause (bb) (and any successive Permitted Refinancing Indebtedness), not toexceed the greater of (a) $40,000,000 and (b) 10.25% of Consolidated Total Assets as of the date anysuch Indebtedness is incurred;

(cc)guarantiesintheordinarycourseofbusinessconsistentwithpastpractice of the obligations of suppliers, customers, franchisees and licensees of the Borrowers and theirsubsidiaries;and

(dd)unsecured Indebtedness of the Borrowers owing to the Equity Investors,so long as such Indebtedness is (1) subordinated in right of payment to the Loans on terms reasonablysatisfactory to the Administrative Agent and (2) neither due nor payable (nor is any interest thereonpayable)ineachcaseuntilatleastninety-one(91)daysafterthefinalmaturitydateoftheObligationsand provided that the documentation with respect thereto contains no mandatory prepayments and nooperative or financial covenants.

For purposes of determining compliance with this Section 7.01, in the event that an item of Indebtedness(or any portion thereof) meets the criteria of more than one of the categories of Permitted Indebtedness orisentitledtobeincurredasRatioDebt,any Borrowermay,initssolediscretion,atthetimeofincurrence, divide, classify or reclassify, or at any later time divide, classify or reclassify, such item ofIndebtedness (or any portion thereof) in any manner that complies with this covenant; provided that allIndebtedness outstanding under the Loan Documents and the Term Loan Facility will be deemed to havebeen incurred in reliance on the exception in clauses (a) and (b), respectively, of the definition of“Permitted Indebtedness” and shall not be permitted to be reclassified pursuant to this paragraph.Allunsecured Permitted Indebtedness originally incurred under clause (e), (u) or (v) of the definition ofPermitted Indebtedness will be automatically reclassified as Ratio Debt on the first date on which suchIndebtednesswouldhavebeenpermittedtobeincurredasRatioDebt.Accrualofinterest,theaccretionofaccretedvalue,amortizationoforiginalissuediscount,thepaymentofinterestordividendsintheform of additional Indebtedness with the same terms (including pay-in-kind interest on the New SeniorNotes), and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in theexchange rate of currencies, will not be deemed to be an incurrence of Indebtedness for purposes of thisSection 7.01.Guarantees of, or obligations in respect of letters of credit relating to Indebtedness that isotherwise included in the determination of a particular amount of Indebtedness will not be included in thedeterminationofsuchamountofIndebtedness;providedthattheincurrenceoftheIndebtedness represented by such Guarantee or letter of credit, as the case may be, was in compliance with this Section7.01.

For purposes of determining compliance with any Dollar-denominated restriction on the incurrence ofIndebtedness, the Dollar equivalent principal amount of Indebtedness denominated in a foreign currencyshall be calculated based on the

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relevant currency exchange rate in effect on the date such Indebtednesswas incurred, in the case of term debt, or first committed or first incurred (whichever yields the lowerDollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred toRefinance other Indebtedness denominated in a foreign currency, and such refinancing would cause theapplicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchangerate in effect on the date of such refinancing, such Dollar-denominated restriction will be deemed not tohave been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed theprincipal amount of such Indebtedness being refinanced (plus unpaid accrued interest and premium(including tenderpremiums)thereonandunderwriting discounts,defeasancecosts, fees, commissionsand expenses in connection therewith).

Section 7.02Liens. Create, incur, assume or permit to exist any Lien that securesobligationsunderanyIndebtednessonany property orassetsatthetimeownedby it,exceptthefollowing (collectively, “Permitted Liens”):

(a)(i) Liens in favor of the Administrative Agent securing Indebtednessincurred in accordance with Section 7.01(a) and (ii) Liens securing Indebtedness incurred in accordancewith Section7.01(b); provided that, in the case of Indebtedness incurred in accordance with Section7.01(b),theapplicableLiensaresubjecttotheIntercreditorAgreementorotherintercreditoragreement(s) substantially consistent with and no less favorable to the Lenders in any material respectthan the Intercreditor Agreement as determined in good faith by a Responsible Officer of the ParentBorrower;

(b)Liens existing on the Amendment No. 4 Effective Date and, to the extentsecuring Indebtedness exceeding $5,000,000 in the aggregate, listed on Schedule 7.02(b) annexed toAmendment No. 4 and any renewals or extensions thereof; provided that such Liens only secure theobligations that they secure on the Amendment No. 4 Effective Date (and any Permitted RefinancingIndebtedness in respect of such obligations permitted by Section 7.01) and do not apply to any otherproperty or assets of the Borrowers or any Restricted Subsidiary other than replacements, additions,accessions and improvements thereto;

(c)LienssecuringIndebtednessincurredinaccordancewithSection7.01(e); provided that such Liens only extend to the assets financed with such Indebtedness (and anyreplacements, additions, accessions andimprovements thereto);

(d)[Reserved];

(e)LiensonassetsorEquityInterestsofForeignSubsidiariessecuringIndebtedness incurred in accordance with Section 7.01(v);

(f)LienssecuringPermittedRefinancingIndebtednessincurredinaccordancewithSection7.01(y);providedthattheLienssecuringsuchPermittedRefinancingIndebtednessarelimitedtoallorpartofthesamepropertythatsecured(or,underthewrittenarrangementsunderwhichtheoriginalLienarose,couldsecure)theoriginalLien(plusanyreplacements, additions, accessions and improvements thereto); provided, further, that, any such Liens ontheABLPriorityCollateralshallbejuniortotheLiensoftheAdministrativeAgentontheABLPriority CollateralandtheholderofsuchPermittedRefinancingIndebtedness(oranagenttherefor)shallhaveenteredintoanintercreditoragreementinformandsubstancesatisfactorytotheAdministrativeAgent;

(g)(a) Liens on property or Equity Interests of a Person at the time suchPersonbecomesaRestrictedSubsidiaryifsuchLienswerenotcreatedinconnectionwith,orincontemplation of, such other Person becoming a Restricted Subsidiary and (b) Liens on property at thetime a Borrower or a Restricted Subsidiary acquired such property, including any acquisition by means ofa merger or consolidation with or into any Borrower or any of the Restricted Subsidiaries, if such Lienswere not createdin connection with,or incontemplation of, suchacquisition;

(h)Liens on property or assets of any Restricted Subsidiary that is not aLoan Partysecuring obligationsof RestrictedSubsidiaries thatare notLoan Parties;

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(i)Liens for Taxes, assessments or other governmental charges or levies notyet delinquent orthat are beingcontested in compliancewithSection 6.03;

(j)Liens disclosed by the title insurance policies delivered on or subsequentto the Amendment No. 4 Effective Date and any replacement, extension or renewal of any such Liens (solong as the Indebtedness and other obligations secured by such replacement, extension or renewal Liensare permitted by this Agreement); provided that such replacement, extension or renewal Liens do notcover any property other than the property that was subject to such Liens prior to such replacement,extension or renewal;

(k)Liens securing judgments that do not constitute an Event of Defaultunder Section 8.01(j) and notices of lis pendens and associated rights related to litigation being contestedin good faith by appropriate proceedings and in respect of which Holdings, any Borrower or any affectedRestrictedSubsidiaryhassetasideonitsbooksreservesinaccordancewithGAAPwithrespectthereto;

(l)Liens imposed by law, including landlord’s, carriers’, warehousemen’s,mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course ofbusiness securing obligations that are not overdue by more than 30 days or that are being contested ingood faith by appropriate proceedings and in respect of which, if applicable, a Borrower or a RestrictedSubsidiary has setaside on itsbooks reserves inaccordance with GAAP;

(m)(a) pledges and deposits and other Liens made in the ordinary course ofbusiness in compliance with the Federal Employers Liability Act or any other workers’ compensation,unemployment insurance and other similar laws or regulations and deposits securing liability to insurancecarriers under insurance or self-insurance arrangements in respect of such obligations and (b) pledges anddeposits and other Liens securing liability for reimbursement or indemnification obligations of (includingobligationsinrespectoflettersofcreditorbankguaranteesforthebenefitof)insurancecarriersprovidingproperty,casualtyorliabilityinsurancetoanyBorroweroranyRestrictedSubsidiary;

(n)depositstosecuretheperformanceof bids, trade contracts (other thanfor Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appealbonds, performance and return of money bonds, bids, leases, government contracts, trade contracts,agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of anysuch bonds or to support the issuance thereof) incurred by any Borrower or any Restricted Subsidiary inthe ordinary course of business, including those incurred to secure health, safety and environmentalobligations in the ordinary course of business;

(o)any interest or title of a lessor or sublessor under any leases or subleasesentered intobyanyBorroweror anyRestrictedSubsidiaryinthe ordinarycourseofbusiness;

(p)Liens that are contractual rights of set-off (a) relating to pooled depositor sweep accounts of any Borrower or any Restricted Subsidiary to permit satisfaction of overdraft orsimilarobligationsincurredintheordinarycourseofbusinessofanyBorrowerorany RestrictedSubsidiary or (b) relating to purchase orders and other agreements entered into with customers of anyBorrower or anyRestricted Subsidiary inthe ordinary courseof business;

(q)Liens arising solely by virtue of any statutory or common law provisionrelating to banker’s liens, rightsof set-off or similar rights;

(r)leases or subleases, licenses or sublicenses (including with respect tointellectualproperty and software)granted to others in the ordinary course of business that do notinterfere in any material respect with the business of the Borrowers and the Restricted Subsidiaries, takenas a whole;

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(s)Liens solely on any cash earnest money deposits made by any Borroweror any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of anyPermittedInvestment;

(t)thepriorrightsofconsigneesandtheirlendersunderconsignmentarrangements entered into in theordinary course of business;

(u)LiensarisingfromprecautionaryUniformCommercialCodefinancing

statements;

(v)LiensonEquityInterestsofanyjointventure(a)securingobligationsofsuch jointventureor (b)pursuantto therelevant jointventureagreement orarrangement;

(w)Liensinfavorofcustomsandrevenueauthoritiesarisingasamatteroflaw tosecure paymentof customsduties inconnectionwith theimportation ofgoods;

(x)Liensonsecuritiesthatarethesubjectofrepurchaseagreementsconstituting Cash Equivalentsunder clause (e)of the definitionthereof;

(y)Lienssecuringinsurancepremiumfinancingarrangements;

(z)LiensonvehiclesorequipmentofanyBorroweroranyoftheRestrictedSubsidiaries granted in the ordinary courseof business;

(aa)Liens on cash and Cash Equivalents used to defease or to satisfy anddischarge Indebtedness; provided that such defeasance or satisfaction and discharge is not prohibited bythisAgreement;

(bb)Liens:

(i)of a collection bank arising under Section 4-210 of the UniformCommercialCode,oranycomparableorsuccessorprovision,onitemsinthecourseofcollection;

(ii)attachingtopooling,commoditytradingaccountsorothercommodity brokerageaccounts incurredin theordinary courseofbusiness; or

(iii)in favor of banking or other financial institutions or entities, orelectronic payment service providers, arising as a matter of law encumbering deposits (includingthe right of set-off) and which are within the general parameters customary in the banking orfinance industry;

(bb)Liens on specific items of inventory or other goods and proceeds of anyPerson securing such Person’s obligations in respect of bankers’ acceptances or letters of credit enteredinto in the ordinary course of business issued or created for the account of such Person to facilitate thepurchase, shipment or storage of such inventory or other goods;

(dd)[reserved];

(ee)Liens that rank junior to the Liens securing Obligations, if the TotalSecuredNetLeverageRatioasofthedateonwhichsuchLiensarefirstcreatedislessthanorequalto 7.25 to 1.00; provided that a Debt Representative acting on behalf of the holders of such Indebtednesswill become party to or otherwise subject to the provisions of the Intercreditor Agreement and a JuniorLien Intercreditor Agreement (asdefined in theTerm Loan Facility);

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(ff)Lienssecuringadditionalobligationsinanaggregateoutstandingprincipalamountnotto exceed thegreaterof(a)$35,000,000 and (b) 9.00% of Consolidated TotalAssets as of the date such Liens are first created; provided that if any such Lien attached to any or all ofthe ABL Priority Collateral, the Administrative Agent shall have entered into an intercreditor agreementwith the holder of such Lien on terms reasonably satisfactory to the Administrative Agent pursuant towhich the holder of such Lien agrees, among other things, that such Liens are junior to the Liens securingthe Obligations;

(gg)[reserved];

(hh)LienssecuringIndebtednessincurredinaccordancewithSection7.01(m)solely encumbering theassets that aresubject of such Indebtedness;

(ii)LiensinfavorofatrusteeinanindenturetotheextentsuchLienssecureonlycustomarycompensationandreimbursementobligationsofsuchtrusteeundersuchindenture;

(jj)assignmentstolandlordsormortgageesofinsuranceorcondemnation

proceeds;and

(kk)Liens on the Collateral that rank pari passu with the Liens securing theTerm Loan Obligations if the Senior Secured First Lien Net Leverage Ratio (as defined in the Term LoanFacility as in effect on the Amendment No. 4 Effective Date) as of the date on which such Liens are firstcreatedislessthanorequalto4.50to1.00,subjecttoappropriatereservesbeingtakenbytheAdministrativeAgentinitsreasonablediscretion;provided(w)anysuchLiensonABLPriorityCollateral shall be junior to the Liens of the Administrative Agent and (x) that a Debt Representativeacting on behalf of the holders of such Indebtedness will become party to or otherwise subject to theprovisions of the Intercreditor Agreement and a First Lien Intercreditor Agreement (as defined in theTermLoan Facility); and

(ll)Liens on the Collateral that rank junior to the Liens securing both theObligationsandtheTermLoanObligations,iftheTotalNetLeverageRatio(asdefinedintheTermLoan Facility as in effect on the Amendment No. 4 Effective Date) as of the date on which such Liens arefirst created is less than or equal to 7.25 to 1.00; provided that (x) any such Liens on ABL PriorityCollateralshallbejuniortotheLiensoftheAdministrativeAgentand(y)aDebtRepresentativeactingon behalf of the holders of such Indebtedness will become party to or otherwise subject to the provisionsof(x)theIntercreditorAgreementandaJuniorLienIntercreditorAgreement(asdefinedintheTermLoan Facility) or (y) an intercreditor agreement in form and substance satisfactory to the AdministrativeAgent.

For purposes of this Section 7.02, Indebtedness will not be considered incurred under a subsection orclause of Section 7.01 if it is later reclassified as outstanding under another subsection or clause ofSection 7.01 (in which event, and at which time, same will be deemed incurred under the subsection orclausetowhich reclassified).

Section 7.03Sale and Lease-Back Transactions.Enter into any arrangement, directlyorindirectly,withanyPersonwherebyitsellsortransfersanyproperty,realorpersonal,usedorusefulin its business, whether now owned or hereafter acquired, and thereafter rents or leases such property orother property that it intends to use for substantially the same purpose or purposes as the property beingsold ortransferred(a“Saleand Lease-BackTransaction”), exceptthe following:

(a)Sale and Lease-Back Transactions with respect to property owned (a) bythe Borrowers or any of its Domestic Subsidiaries that is acquired after the Closing Date so long as suchSaleandLease-BackTransactionisconsummatedwithin270daysoftheacquisitionofsuchpropertyor (b) byanyForeignSubsidiaryoftheBorrowersregardlessofwhensuchpropertywasacquired;and

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(b)SaleandLease-BackTransactionswithrespecttoanypropertyownedby the Borrowers or any Restricted Subsidiary, if at the time the lease in connection therewith is enteredinto, and after giving effect to the entering into of such lease, the Remaining Present Value of such leasewould not exceed $50,000,000.

Section 7.04Investments, Loans and Advances. Purchase, hold or acquire (includingpursuant to any merger, consolidation or amalgamation with a Person that is not a Wholly OwnedSubsidiary immediately priorto such merger, consolidation oramalgamation)any Equity Interests,evidences of Indebtedness or other securities of, make or permit to exist any loans or advances to orGuarantees of the obligations of, or make or permit to exist any investment or any other interest in (each,a “Investment”), any other Person, except thefollowing (collectively, “PermittedInvestments”):

(a)Investments existing on the Amendment No. 4 Effective Date and setforthon Schedule 7.04(a)annexedtoAmendmentNo.4;

(b)loansand advances to officers, directors, employees orconsultants ofany Parent Entity, any Borrower or any Restricted Subsidiary not to exceed $5,000,000 in an aggregateprincipal amount at any time outstanding (calculated without regard to write-downs or write-offs thereofafter the date made);

(c)Investments; provided that after giving effect thereto on a Pro FormaBasis, the Payment Conditions are satisfied;

(d)Permitted Acquisitions and pre-existing Investments held by Personsacquired in Permitted Acquisitions or acquired in connection with Permitted Acquisitions and not createdin contemplation thereof;

(e)intercompanyInvestmentsamongtheBorrowersandtheRestrictedSubsidiaries (including intercompany Indebtedness); provided that the sum of (a) the aggregate fairmarketvalueofallsuchInvestments(otherthanintercompanyIndebtednessandGuaranteesofIndebtedness) made since the Amendment No. 4 Effective Date (with all such Investments being valuedat their original fair market value and without taking into account subsequent increases or decreases invalue) by the Borrowers and the Guarantors in Restricted Subsidiaries that are not Guarantors; (b) theaggregate principal amount of Indebtedness owing to the Borrowers and the Guarantors by RestrictedSubsidiaries that are not Guarantors at any time outstanding; and (c) the aggregate principal amount ofIndebtedness of Restricted Subsidiaries that are not Guarantors that is Guaranteed by the Borrowers andthe Guarantors at any time outstanding, together with any Investments made in Restricted SubsidiariesthatarenotGuarantorspursuanttoSection7.04(ee),maynotexceedthegreaterof(i)$15,000,000and (ii) 3.75% of Consolidated Total Assets as of the date any such Investment is made, plus an amount equaltoanyreturnsofcapitalorsaleproceedsactuallyreceivedinrespectofanysuchInvestments(whichsuch amount shall not exceed the amount of such Investment (as determined above) at the time suchInvestmentwasmade);

(f)Investments in Foreign Subsidiaries; provided that the sum of (a) theaggregatefairmarketvalueofallsuchInvestments(otherthanintercompanyIndebtednessandGuaranteesofIndebtedness)madebytheBorrowersandtheRestrictedSubsidiariessincetheAmendment No. 4 Effective Date (with all such Investments being valued at their original fair marketvalue and without taking into account subsequent increases or decreases in value); (b) the aggregateprincipalamountofIndebtednessofForeignSubsidiariesowingtotheBorrowersandtheotherRestrictedSubsidiariesatanytimeoutstanding;and(c)theaggregateprincipalamountofIndebtednessof Foreign Subsidiaries that is Guaranteed by the Borrowers and the other Restricted Subsidiaries at anytime outstanding, when taken together with the aggregate amount of payments made with respect toentities that do not become Guarantors pursuant to clause (2) of the definition of Permitted Acquisitions,may not exceed the greater of (i) $25,000,000 and (ii) 6.25% of Consolidated Total Assets as of the dateany such Investment is made, plus an amount equal to any returns of capital or sale proceeds actuallyreceived in respect of any such Investments (which such amount shall not exceed the amount of suchInvestment(asdeterminedabove)atthetimesuchInvestmentwasmade);

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(g)Cash Equivalents and, to the extent not made for speculative purposes,Investment Grade Securities or Investments that were Cash Equivalents or Investment Grade Securitieswhenmade;

(h)Investments arising out of the receipt by the Borrowers or any of theRestricted Subsidiaries of non-cash consideration in connection with any sale of assets permitted underSection 7.05;

(i)accounts receivable, security deposits and prepayments and other creditsgranted or made in the ordinary course of business and any Investments received in satisfaction or partialsatisfactionthereoffrom financially troubled accountdebtorsand others, including in connection withthe bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgmentsagainst, suchaccount debtorsandothers, ineach caseinthe ordinarycourseof business;

(j)Investments acquired as a result of a foreclosure by any Borrower or anyRestricted Subsidiary with respect to any secured Investments or other transfer of title with respect to anysecured Investment in default;

(k)HedgeAgreementsenteredintointheordinarycourseofbusinessandnot for speculative purposes;

(l)Investmentsexistingon,orcontractuallycommittedasof,theAmendment No. 4 Effective Date and set forth on Schedule 6.04 annexed to Amendment No. 4 and anyreplacements,refinancings,refunds,extensions,renewalsorreinvestmentsthereof,solongastheaggregate amount of all Investments pursuant to this clause (l) is not increased at any time above theamount of such Investments existing or committed on the Amendment No. 4 Effective Date (other thanpursuanttoanincreaseasrequiredbythetermsofanysuchInvestmentasinexistenceontheAmendmentNo.4Effective Date);

(m)InvestmentsresultingfrompledgesanddepositsthatarePermitted Liens;

(n)intercompanyloansamongForeignSubsidiariesandGuaranteesbyForeign Subsidiaries permitted bySection 7.01(v);

(o)acquisitions of obligations of one or more officers or other employees ofany Parent Entity, any Borrower or any Subsidiary of any Borrower in connection with such officer’s oremployee’sacquisitionofEquityInterestsofanyParentEntity,solongasnocashisactuallyadvancedby any Borrower or any Restricted Subsidiary to such officers or employees in connection with theacquisition of any such obligations;

(p)Guarantees of operating leases (for the avoidance of doubt, excludingCapital Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case,entered intobyanyBorroweror anyRestrictedSubsidiaryinthe ordinarycourseofbusiness;

(q)Investmentsto the extent that payment for such Investments is madewith Equity Interests of any Parent Entity;

(r)Investmentsconsistingoftheredemption,purchase,repurchaseorretirement of any EquityInterests permitted under Section7.06;

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

(t)GuaranteesofIndebtednesspermittedunderSection7.01;

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(u)advances in the form of a prepayment of expenses, so long as suchexpenses are being paid in accordance with customary trade terms of any Borrower or any RestrictedSubsidiary;

(v)Investments, including loans and advances, to any Parent Entity so longasanyBorroweroranyRestrictedSubsidiarywouldotherwisebepermittedtomakeaRestrictedPayment in such amount; provided that the amount of any such Investment will be deemed to be aRestrictedPaymentundertheappropriateclauseofSection7.06forallpurposesofthisAgreement;

(w)Investments consisting of the leasing or licensing of intellectual propertyin the ordinary course of business or the contribution of intellectual property pursuant to joint marketingarrangements with other Persons;

(x)purchasesoracquisitionsofinventory,supplies,materialsandequipment or purchases or acquisitions of contract rights or intellectual property in each case in theordinary course of business;

(y)Investments in assets useful in the business of any Borrower or anyRestrictedSubsidiary madewith(orinanamountequalto)any ReinvestmentDeferredAmount orBelow Threshold Asset Sale Proceeds (in each case, as defined in the Term Loan Facility as in effect onthe Amendment No. 4 Effective Date); provided that if the underlying Asset Sale was with respect toassets of a Borrower or a Subsidiary Loan Party, then such Investment shall be consummated by aBorrower or a Subsidiary Loan Party;

(z)[Reserved];

(aa)intercompany currentliabilitiesowedtoUnrestrictedSubsidiaries orjoint ventures incurred in the ordinary course of business in connection with the cash managementoperations of any Borrower and their Subsidiaries;

(bb)InvestmentsthataremadewithExcludedContributions;

(cc)additional Investments; provided that the aggregate fair market value ofsuch Investments made since the Amendment No. 4 Effective Date that remain outstanding (with all suchInvestments being valued at their original fair market value and without taking into account subsequentincreases or decreases in value), when taken together with the aggregate amount of payments made withrespect to Junior Financings pursuant to Section 7.09(b)(iii) and Restricted Payments pursuant to Section7.06(p),doesnotexceedthegreaterof(a)$40,000,000and(b)10.25%ofConsolidatedTotalAssetsasof the date any such Investment is made, in each case, plus any returns of capital actually received by anyBorrower or anyof the RestrictedSubsidiary inrespect of suchInvestments;

(dd)InvestmentsbyanyBorrowerintheCaptiveInsuranceCompany;provided that the aggregate amount of such Investments by the Parent Borrower in the Captive InsuranceCompany may not exceed an initial amount of $15,000,000 plus an additional $5,000,000 per fiscal yearfollowing the fiscal yearin which suchinitial investment wasmade; and

(ee)Investments in Indebtedness of any Borrower or any of its RestrictedSubsidiaries; provided that an Investment in Junior Financing will be treated as a repayment thereof forpurposes of compliance with the covenant described in Section 7.09(b) and such Investment will bepermitted only to the extent a repayment of such Junior Financing would be permitted at the time of suchInvestment and provided, further, that any Investments in Indebtedness of any Restricted Subsidiary thatis not a Guarantor, taken together with intercompany investments made pursuant to Section 7.04(e), maynot exceed the greater of (i) $15,000,000 and (ii) 3.75% of Consolidated Total Assets as of the date anysuchInvestmentismade,plus an amount equal to any returns of capital or sale proceeds actuallyreceived in respect of any such Investments (which such amount shall not exceed the amount of suchInvestment(as determined therein)at the timesuchInvestment wasmade).

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FollowingtheconsummationofanysuchInvestmentthatinvolvesthedispositionofanyCollateralofthetypeincludedintheBorrowingBasewithavalueinexcessof$5,000,000,noOveradvanceshallthen existandtheParentBorrowershalldeliveranupdatedBorrowingBaseCertificatethatgivesproformaeffectto such Investment concurrent with such Investment.

Section 7.05Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into,or consolidate or amalgamate with, any other Person, or permit any other Person to merge into orconsolidatewithit,orsell,transferorotherwisedisposeof(inonetransactionorinaseriesoftransactions) all or any part of its assets, or issue, sell, transfer or otherwise dispose of any EquityInterests of any Restricted Subsidiary, or purchase, lease or otherwise acquire (in one transaction or aseries of transactions) (including, in each case, pursuant to a Division) all or any substantial part of theassetsofanyotherPersonoranydivision,unitorbusinessofanyotherPerson,exceptthatthisSection

7.05 willnotprohibit:

(a)ifatthetimethereofandimmediatelyaftergivingeffecttheretonoEvent of Defaulthas occurred andis continuing orwould result therefrom:

(i)the merger, consolidation or amalgamation of any RestrictedSubsidiaryinto(orwith)anyBorrowerinatransactioninwhichsuchBorroweristhesurvivor;

(ii)the merger, consolidation or amalgamation of any RestrictedSubsidiary into or with any Subsidiary Loan Party in a transaction in which the surviving orresulting entity is a Subsidiary Loan Party

and,inthecaseofeachoftheforegoingclauses(i)and(ii),noPersonotherthanaBorroweroraSubsidiary Loan Party receives any consideration;

(iii)the merger, consolidation or amalgamation of any RestrictedSubsidiary that is not a Loan Party into or with any other Restricted Subsidiary that is not a LoanParty;

(iv)anytransferofinventoryamonganyBorrowerandtheirRestricted Subsidiaries or between Restricted Subsidiaries and any other transfer of property orassets among any Borrower and their Restricted Subsidiaries or between Restricted Subsidiaries,in each case, in the ordinary courseof business;

(v)the liquidation or dissolution or change in form of entity of anyRestricted Subsidiary of any Borrower if a Responsible Officer of such Borrower determines ingood faith that such liquidation, dissolution or change in form is in the best interests of suchBorrower and is notmaterially disadvantageous tothe Lenders;

(vi)the merger, consolidation or amalgamation of any RestrictedSubsidiary with or into any other Person in order to effect a Permitted Investment so long as thecontinuing or surviving Person will be a Subsidiary Loan Party if the merging, consolidating oramalgamating Subsidiary was a Subsidiary Loan Party and which, together with each of itsSubsidiaries, shall havecomplied withthe requirementsofSection6.10; or

(vii)[reserved];

(b)anysale,transferorotherdispositionofassets,solongas:

(i)[reserved];

(ii)atleast75%oftheconsiderationthereforisintheformofcashand Cash Equivalents; and

(iii)suchsale,transferordispositionismadeforfairmarketvalue(as determinedby aResponsible Officerof theParent Borroweringood faith);

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providedthateachofthefollowingitemswillbedeemedtobecashforpurposesofthisSection7.05(b):

(1)anyliabilitiesoftheBorrowersortheRestrictedSubsidiaries (as shown on the most recent Required Financial Statements or in the notesthereto), other than liabilities that are by their terms subordinated in right of payment totheObligations,thatareassumedbythetransfereewithrespecttotheapplicabledispositionandforwhichtheBorrowersandtheRestrictedSubsidiarieshave beenvalidly released by all applicablecreditors in writing;

(2)anysecuritiesreceivedbyanyBorroweroranyRestricted Subsidiary from such transferee that are converted by such Borrower or suchRestricted Subsidiary into cash (to the extent of the cash received) within 180 daysfollowing the closing ofthe applicable disposition; and

(3)anyDesignatedNon-CashConsiderationreceivedinrespect of such disposition; provided that the aggregate fair market value of all suchDesignated Non-Cash Consideration, as determined by a Responsible Officer of theParentBorroweringoodfaith,takentogetherwithallotherDesignatedNon-CashConsideration received pursuant to this clause (3) that is then outstanding, does notexceedthegreaterof(A)$40,000,000and(B)10.25%ofConsolidatedTotalAssetsasofthedateany suchDesignatedNon-CashConsiderationisreceived,with the fairmarket value of each item of Designated Non-Cash Consideration being measured at thetime received and without giving effect tosubsequent changes in value;

(c)(a)thepurchaseandsaleofinventoryintheordinarycourseofbusiness, (b) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course ofbusiness, (c) the sale of surplus, obsolete, damaged or worn out equipment or other property in theordinary course of business or (d) the disposition of Cash Equivalents (or Investments that were CashEquivalents when made);

(d)SaleandLease-BackTransactionspermittedbySection7.03;

(e)InvestmentspermittedbySection7.04,(includinganyPermittedAcquisitionormerger,consolidationoramalgamationinordertoeffectaPermittedAcquisition),provided, that following any such merger, consolidation or amalgamation involving any Borrower, suchBorrower is the surviving corporation;

(f)PermittedLiens;

(g)RestrictedPaymentspermittedbySection7.06;

(h)the sale or discount of overdue or defaulted receivables in the ordinarycourse ofbusiness andnot aspart ofan accountsreceivables financingtransaction;

(i)leases,licenses,orsubleasesorsublicensesofanyrealorpersonalproperty in the ordinary course of business;

(j)sales, leases or other dispositions of inventory of any Borrower or anyRestricted Subsidiary determined by the management of the Parent Borrower to be no longer useful ornecessary intheoperation ofthebusiness ofsuchBorroweror suchRestrictedSubsidiary;

(k)dispositions of notes receivable or accounts receivable in the ordinarycourseofbusiness(includinganydiscountand/orforgivenessthereof)orinconnectionwiththecollection or compromise thereof;

(l)totheextentallowableunderSection1031oftheCode(orcomparableor successor provision), any exchange of like property (excluding any boot thereon permitted by suchprovision) for use in any business conducted by any Borrower or any Restricted Subsidiary that is not incontravention of Section 7.08; provided

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that to the extent the property being transferred constitutes ABLPriority Collateral,suchreplacementproperty willconstituteABLPriority Collateral;and

(m)anysale,transferorotherdisposition,inasingletransactionoraseriesof related transactions, of any asset or assets having a fair market value, as determined by a ResponsibleOfficer of theParent Borrower ingood faith, ofnot more than$5,000,000.

provided that if any such disposition described in the foregoing clauses (b), (g) or (m) includes thedisposition of Intellectual Property Rights material and necessary for the operation of the assets of theLoan Parties and their Subsidiaries, taken as a whole, which assets constitute ABL Priority Collateral(aftergivingeffecttosuchdisposition)(x)suchtransferordispositionshallnotmateriallyaffectthevalue of the ABL Priority Collateral as a whole, or interfere with the Administrative Agent’s reasonablyanticipated collections from enforcement upon the ABL Priority Collateral or (y) the purchaser, assigneeor other transferee thereof shall agree in writing to be bound by a non-exclusive royalty-free worldwidelicense of such Intellectual Property Rights in favor of the Administrative Agent for use in connectionwith the exercise of the rights and remedies of the Secured Parties, which license shall be in form andsubstance reasonably satisfactory to the Administrative Agent, and provided further that in the case of adisposition of Intellectual Property Rights by the Loan Parties or any Subsidiary to a third party, thetransferee thereof shall be required to provide such a license only to the extent to which the applicablelicense gives it a right to do so.

TotheextentanyCollateralisdisposedofinatransactionexpresslypermittedbythisSection7.05toany Person other than Holdings, any Borrower or any Guarantor, such Collateral will be free and clear ofthe Liens created by the Loan Documents, and the Administrative Agent will take, and each Lenderhereby authorizes the Administrative Agent to take, any actions reasonably requested by the ParentBorrower inorderto evidencetheforegoing,in eachcase,in accordancewithSection9.10.

Following the consummation of any disposition or other transfer of Collateral of the type included in theBorrowingBasewithavalueinexcessof$5,000,000(otherthan,fortheavoidanceofdoubt,dispositionsofInventory intheordinary courseofbusiness),theParentBorrowershalldeliveranupdated Borrowing Base Certificate that gives pro forma effect to such disposition or other transferconcurrentwith such disposition or other transfer.

Section 7.06Restricted Payments. Declare or pay any dividend or make any otherdistribution (by reduction of capital or otherwise), directly or indirectly, whether in cash, property,securities or a combination thereof, with respect to any of its Equity Interests (other than dividends anddistributionsonEquityInterestspayablesolelybytheissuanceofadditionalEquityInterests(otherthan

Disqualified Stock) of the Person paying such dividends or distributions) or directly or indirectly redeem,purchase, retire or otherwise acquire for value any of its Equity Interests or set aside any amount for anysuch purpose (other than through the issuance of additional Equity Interests (other than DisqualifiedStock) of the Person redeeming, purchasing, retiring or acquiring such shares) (the foregoing, “RestrictedPayments”)other than:

(a)the making of any Restricted Payment in exchange for, or out of or withthe net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of anyBorrower) of, Equity Interests of any Borrower (other than Disqualified Stock) or from the substantiallyconcurrentcontributionofcommonequitycapitaltosuchBorrower,otherthan(a)ExcludedContributions,(b)[reserved]and(c)any suchproceedsthatareusedpriortothedateofdeterminationto (i) makea RestrictedPayment underSection 7.06(b)(ii)or (ii)incur ContributionIndebtedness;

(b)Restricted Payments to any Parent Entity the proceeds of which are usedto purchase, retire, redeem or otherwise acquire, or to any Parent Entity for the purpose of paying to anyother Parent Entity to purchase, retire, redeem or otherwise acquire, the Equity Interests of such ParentEntity (including related stock appreciation rights or similar securities) held directly or indirectly by thenpresent or former directors, consultants, officers, employees, managers or independent contractors ofHoldings, any Borrower or any of the Restricted Subsidiaries

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or any Parent Entity or their estates, heirs,family members, spouses or former spouses (including for all purposes of this clause (b), Equity Interestsheld by any entity whose Equity Interests are held by any such future, present or former employee,officer, director, manager, consultant or independent contractor or their estates, heirs, family members,spouses or former spouses) pursuant to any management equity plan or stock option plan or any othermanagement or employee benefit plan or other agreement or arrangement or any stock subscription orshareholder or similar agreement; provided that the aggregate amount of such purchases or redemptionsmaynotexceed:

(i)$15,000,000 in any fiscal year (with any unused amounts in anyfiscal year beingcarried overto thenext threesucceeding fiscalyears); plus

(ii)the amount of net cash proceeds contributed to any Borrowerthat were received by any Parent Entity since the Closing Date from sales of Equity Interests ofanyParentEntitytodirectors,consultants,officers,employees,managersorindependentcontractors of any Parent Entity, any Borrower or any Restricted Subsidiary in connection withpermittedemployeecompensationandincentivearrangements,otherthan(a)ExcludedContributions,(b)[reserved]and(c)anysuchproceedsthatareusedpriortothedateofdetermination to (1) make a Restricted Payment under Section 7.06(a) or (3) incur ContributionIndebtedness; plus

(iii)theamountofnetproceedsofanykeymanlifeinsurancepolicies received during such fiscal year;plus

(iv)the amount of any bona fide cash bonuses otherwise payable todirectors, consultants, officers, employees, managers or independent contractors of any ParentEntity, any Borrower or any Restricted Subsidiary that are foregone in return for the receipt ofEquity Interests, the fair market value of which is equal to or less than the amount of such cashbonuses,which,ifnotusedinanyyear,maybecarriedforwardtoanysubsequentfiscalyear;

andprovided,further,thatcancellationofIndebtednessowingtoanyBorroweroranyRestrictedSubsidiaryfromdirectors,consultants,officers,employees,managersorindependentcontractorsofany

ParentEntity,anyBorroweroranyRestrictedSubsidiaryinconnectionwitharepurchaseofEquityInterests ofany ParentEntity willnot bedeemed toconstitute aRestricted Payment;

(c)atanytimeaftertheconsummationofaQualifiedIPO,RestrictedPayments in an amount equal to 6.0% per annum of the net cash proceeds received from any public saleoftheEquityInterestsofanyBorroweroranyParentEntitythatarecontributedtosuchBorrowerincash;

(d)RestrictedPaymentsintheform ofcashdistributionstoany ParentEntity that files, or to any Parent Entity for the purpose of paying to any other Parent Entity that files, aconsolidated,combinedorunitaryU.S.federal,stateorlocalincometaxreturnthatincludestheBorrowers and the Subsidiaries (or the taxable income thereof), or to any Parent Entity that is a partner ora sole owner of the Borrowers in the event the Borrowers are treated as a partnership or a “disregardedentity” forU.S. federalincome tax purposes, to pay U.S. federal, state or local income taxes, in eachcase,inanamountnottoexceedtheamountthattheBorrowersandtheirrelevantSubsidiarieswouldhave been required to pay in respect of the applicable U.S. federal or state or local income taxes hadBorrowers been the parent of a consolidated group only including the Borrowers and their subsidiariesincludedintheapplicableconsolidated,combinedorunitaryreturn;provided,however,thatanydistributions pursuant to the foregoing in respect of any tax liability attributed to taxable income of anyUnrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by suchUnrestricted SubsidiarytotheBorrowersoranyoftheirRestrictedSubsidiaryforsuchpurpose;

(e)Restricted Payments topermit any ParentEntity to:

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(i)payoperating,overhead,legal,accountingandotherprofessional fees and expenses (including directors’ fees and expenses and administrative, legal,accounting,filingsandsimilarexpenses),ineachcasetotheextentrelated to its separateexistenceasaholdingcompanyortoitsownershipoftheBorrowersandtheRestrictedSubsidiaries;

(ii)pay fees and expenses related to any public offering or privateplacement of debt or equity securities of, or incurrence of any Indebtedness by, any Parent EntityoranyPermittedInvestment,whetherornotconsummated;

(iii)pay franchise taxes and other similar taxes and expenses, in eachcase, in connection withthe maintenance of itslegal existence;

(iv)make payments under transactions permitted under Section 7.07(other than Section 7.07(h)) or Section 7.10, in each case to the extent such payments are due atthe time of such Restricted Payment; or

(v)pay customary salary, bonus and other benefits payable to, andindemnitiesprovidedonbehalfof,officers,employees,directors,managers,consultantsorindependentcontractorsofanyParentEntitytotheextentrelatedtoitsownershipoftheBorrowers and the Restricted Subsidiaries;

(f)non-cash repurchases of Equity Interests deemed to occur upon exerciseof stock options or warrants if such Equity Interests represent a portion of the exercise price of suchoptions or warrants;

(g)Restricted Payments to allow any Parent Entity to make, or to any ParentEntity for the purpose of paying to any other Parent Entity to make, payments in cash, in lieu of theissuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of EquityInterests of any such Person, in connection with any merger, consolidation, amalgamation or otherbusinesscombination,orinconnectionwithanydividend,distributionorsplitofEquityInterests;

(h)so long as no Event of Default is continuing, Restricted Payments to anyParent Entity for the purpose of paying (a) monitoring, consulting, management, transaction, advisory,termination or similar fees payable to any Sponsor or any Affiliate of Sponsor in accordance with theManagement Agreement in an amount not to exceed amounts payable pursuant to the ManagementAgreement (it being understood that any amounts that are not paid due to the existence of an Event ofDefault shall accrue and may be paid when the applicable Event of Default ceases to exist or is otherwisewaived) and (b) indemnities, reimbursements and reasonable and documented out-of-pocket fees andexpenses of any Sponsor or anyAffiliate of Sponsor;

(i)Restricted Payments to any Borrower or any Restricted Subsidiary (or, inthe case of non-Wholly Owned Subsidiaries, to any Borrower and to each other owner of Equity Interestsof such Restricted Subsidiary on a pro rata basis (or more favorable basis from the perspective of suchBorrower or such Restricted Subsidiary) based on their relative ownership interests so long as anyrepurchase of its Equity Interests from a Person that is not a Borrower or a Restricted Subsidiary ispermitted under Section 7.04);

(j)Restricted Payments to any Parent Entity to finance, or to any ParentEntity forthepurposeofpaying toany otherParentEntity to finance, any Permitted Investment;provided that (a) such Restricted Payment is made substantially concurrently with the closing of suchInvestment and (b) promptly following the closing thereof, such Parent Entity causes (i) all propertyacquired(whetherassetsorEquityInterests)tobecontributedtoanyBorrowerorany RestrictedSubsidiary of any Borrower or (ii) the merger, consolidation or amalgamation (to the extent permitted bySection 7.05) of the Person formed or acquired into any Borrower or any Restricted Subsidiary of anyBorrower in order to consummate such Permitted Investment, in each case, in accordance with therequirements of Section 6.10;

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(k)the payment of any dividend or distribution or consummation of anyredemption within 60 days after the date of declaration thereof or the giving of a redemption noticerelated thereto, if at the date of declaration or notice such payment would have complied with theprovisions ofthis Agreement;

(l)[reserved];

(m)the distribution, as a dividend or otherwise, of shares of Capital Stock of,orIndebtednessowed to any Borrowerorany Restricted Subsidiary by, oneormoreUnrestrictedSubsidiaries(otherthanUnrestrictedSubsidiariestheprimaryassetsofwhicharecashorCashEquivalents);

(n)any Restricted Payment;provided the RPConditions aresatisfied;

(o)[reserved];and

(p)additionalRestrictedPaymentsinanaggregateamount,whentakentogetherwiththeaggregateamountofpaymentsmadewithrespecttoJuniorFinancingspursuantto Section 7.09(b)(iii) and Investments made pursuant to Section 7.04(cc) that remain outstanding, not toexceed $20,000,000.

FollowingtheconsummationofanysuchRestrictedPaymentthatincludesthedispositionofanyCollateralofthetypeincludedintheBorrowingBasewithavalueinexcessof$5,000,000,noOveradvanceshallthenexistandtheParentBorrowershalldeliveranupdatedBorrowingBaseCertificatethatgives pro forma effect to such Restricted Payment concurrent with such RestrictedPayment.

Section 7.07Transactions with Affiliates. Sell or transfer any property or assets to, orpurchase or acquire any property or assets from, or otherwise engage in any other transaction with, any ofits Affiliates in a transaction involving aggregate consideration in excess of $5,000,000, unless suchtransaction is (i) otherwise permitted (or required) under this Agreement or (ii) upon terms no lessfavorable to the Borrowers and the Restricted Subsidiaries, as applicable, than would be obtained in acomparable arm’s length transaction with a Person that is not an Affiliate, except that this Section 7.07will notprohibit:

(a)transactions between or among (a) the Borrowers and the RestrictedSubsidiariesthatareLoanPartiesor(b)theBorrowers and any Person that becomes a RestrictedSubsidiarythatisaLoanPartyasaresultofsuchtransaction(includingbywayofamerger,consolidation or amalgamation in which a Loan Party isthe surviving entity);

(b)so long as no Event of Default is continuing, payment of management,monitoring, consulting, transaction, oversight, advisory and similar fees and payment of all expenses andindemnificationclaims,ineachcase,inaccordancewiththeManagementAgreement(itbeingunderstood that any amounts that are not paid due to the existence of an Event of Default will accrue andmay bepaid whentheapplicable EventofDefault ceasestoexist oris otherwisewaived);

(c)any issuance of securities, or other payments, awards or grants in cash,securitiesorotherwisepursuantto,orthefundingof,employmentarrangements,equitypurchaseagreements, stock options and stock ownership plans approved by the Board of Directors of the ParentBorrower or any Parent Entity in good faith;

(d)loans or advances to employees or consultants of any Parent Entity, anyBorrower or anyRestricted Subsidiaryin accordance withSection 7.04(b);

(e)the payment of fees, reasonable out-of-pocket costs and indemnities todirectors, officers, consultants and employees of any Parent Entity, any Borrower or any of the RestrictedSubsidiaries in the ordinary course of business (limited, in the case of any Parent Entity, to the portion ofsuch feesand expensesthatareallocable to theBorrowers and the Restricted Subsidiaries (which shallbe 100% for so long as such Parent Entity owns no assets other

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than the Equity Interests in the ParentBorrowerandassetsincidentaltotheownershipoftheBorrowersandtheirRestrictedSubsidiaries));

(f)transactions,agreementsandarrangementsinexistenceontheAmendment No. 4 Effective Date and set forth on Schedule 7.07 annexed to Amendment No. 4 or anyamendment thereto to the extent such amendment is not adverse to the Lenders in any material respect asdetermined in goodfaith by aResponsible Officer ofthe Parent Borrower;

(g)(a) any employment agreements entered into by any Borrower or any ofthe Restricted Subsidiaries in the ordinary course of business, (b) any subscription agreement or similaragreementpertainingtotherepurchaseofEquityInterestspursuanttoput/callrightsorsimilarrights with employees, officers or directors and (c) any employee compensation, benefit plan or arrangement,any health, disability or similar insurance plan which covers employees, and any reasonable employmentcontractandtransactionspursuantthereto;

(h)RestrictedPaymentspermittedunderSection7.06,includingpayments toanyParentEntity;

(i)anypurchasebyanyParentEntityoftheEquityInterestsofanyBorrower andthepurchasebyanyBorrower ofEquityInterestsinanyRestricted Subsidiary;

(j)paymentstotheSponsorsforanyfinancialadvisory,financing,underwriting or placement services or in respect of other investment banking activities, including inconnectionwithacquisitionsordivestitures,whichpaymentsareapprovedbythemajorityoftheBoardof Directors of the Parent Borrower, or a majority of the Disinterested Directors of the applicableBorrower, in good faith;

(k)transactionswithRestrictedSubsidiariesforthepurchaseorsaleofgoods, products, partsand servicesentered intoin theordinary courseof business;

(l)any transaction in respect of which the Parent Borrower delivers to theAdministrative Agent (for delivery to the Lenders) a letter addressed to the Board of Directors ofHoldings or the Parent Borrower from an accounting, appraisal or investment banking firm, in each case,of nationally recognized standing that is (i) in the good faith determination of the Parent Borrowerqualified to render such letter and (ii) reasonably satisfactory to the Administrative Agent, which letterstates that such transaction is on terms that are no less favorable to the Borrowers or the RestrictedSubsidiaries, as applicable, than would be obtained in a comparable arm’s length transaction with aPerson thatisnotanAffiliate;

(m)transactionswithjointventuresforthepurchaseorsaleofgoods,equipment and services enteredinto in theordinary course ofbusiness;

(n)the issuance, sale or transfer of Equity Interests of any Borrower to anyParent Entity and capital contributions by any Parent Entity to any Borrower (and payment of reasonableout-of-pocket expenses incurredby the Sponsorsin connectiontherewith);

(o)[reserved];

(p)paymentsbyHoldings,anyBorroweroranyoftheRestrictedSubsidiaries pursuant to tax sharing agreements among Holdings, any Borrower and any of the RestrictedSubsidiaries;

(q)paymentsorloans(orcancellationofloans)toemployeesorconsultants thatare:

(i)approvedbyamajorityoftheDisinterestedDirectorsofHoldings or the applicable Borrowerin good faith;

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(ii)madeincompliancewithapplicablelaw;and

(iii)otherwisepermittedunderthisAgreement;

(r)[reserved];

(s)transactionsbetweenoramongtheBorrowersandtheRestrictedSubsidiaries and any Person, a director of which is also a director of any Borrower or any Parent Entity,so long as (a) such director abstains from voting as a director of such Borrower or such Parent Entity, asthecasemaybe,onanymatterinvolvingsuchotherPersonand(b)suchPersonisnotanAffiliateofsuch Borrower forany reasonother thansuch director’s actingin suchcapacity;

(t)transactions pursuant to, and complying with, the provisions of Section7.01, Section 7.04 or Section 7.05(a);

(u)the existence of, or the performance by any Loan Party of its obligationsunder the terms of, any customary registration rights agreement to which a Loan Party or any ParentEntity is a party or becomes aparty in the future; and

(v)intercompany transactions undertaken in good faith (as certified by aResponsible Officer of the Parent Borrower) for the purpose of improving the consolidated tax efficiencyof Holdings and the Restricted Subsidiaries and not for the purpose of circumventing any covenant setforthherein.

Following theconsummationofany suchtransactionwithany oftheLoanParties’Affiliates thatincludes the disposition of any Collateral of the type included in the Borrowing Base with a value inexcess of $5,000,000, no Overadvance shall then exist and the Parent Borrower shall deliver an updatedBorrowingBaseCertificatethatgivesproformaeffecttosuchtransactionconcurrentwithsuchtransaction.

Section 7.08Business of the Borrowers and their Subsidiaries. Notwithstanding anyother provisions hereof, engage at any time in any business or business activity other than any business orbusiness activity conducted by the Borrowers and the Restricted Subsidiaries on the Amendment No. 4Effective Date and any similar, corollary, related, ancillary, incidental or complementary business orbusinessactivitiesorareasonableextension,developmentorexpansionthereoforancillarythereto.

Section 7.09LimitationonPaymentsandModificationsofIndebtedness;Modifications ofCertificateofIncorporation, ByLawsandCertainOther Agreements;etc.

(a)amend or modify in any manner materially adverse to the Lenders thearticles or certificate of incorporation (or similar document), by-laws, limited liability company operatingagreement, partnership agreement or other organizational documents of any Borrower or any RestrictedSubsidiary;

(b)make any cash payment or other distribution in cash in respect of, oramend or modify, or permit the amendment or modification of, any provision of, any Junior Financing, orany payment or other distribution (whether in cash, securities or other property), including any sinkingfund or similar deposits, on account of the purchase, redemption, retirement, acquisition, cancellation ortermination in respectof anyJunior Financing;except inthe caseof thisclause (b):

(i)reserved;

(ii)paymentsinrespectofJuniorFinancings;providedtheRP Conditionsaresatisfied;

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(iii)additional payments in respect of Junior Financings, when takentogether with the aggregate amount of payments made with respect to Investments pursuant toSection7.04(cc)and Restricted Payments pursuantto Section7.06(p), in an amountnottoexceed the greater of (i) $20,000,000 and (ii) 5.00% of Consolidated Total Assets as of the datesuchpaymentismade;

(iv)(i)theconversionorexchangeofanyJuniorFinancingintoorfor Equity Interests of any Parent Entity or other Junior Financing and (ii) any payment that isintended to prevent any Junior Financing from being treated as an “applicable high yield discountobligation” within the meaningof Section 163(i)(1)of the Code;

(v)theincurrenceofPermittedRefinancingIndebtednessinrespect thereof;

(vi)(i) payments of regularly scheduled principal and interest; (ii)mandatory offers to repay, repurchase or redeem; (iii) mandatory prepayments of principal,premium and interest; and (iv) payments of fees, expenses and indemnification obligations, ineach case, with respect to suchJunior Financing; and

(vii)payments or distributions in respect of all or any portion of suchJunior Financing with the proceeds contributed directly or indirectly to any Borrower by anyParent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests madewithin 18 months prior thereto;

(c)permit any Material Subsidiary to enter into any agreement or instrumentthat by its terms restricts (a) with respect to any such Material Subsidiary that is not a Guarantor,Restricted Payments from such Material Subsidiary to any Borrower or any other Loan Party that is adirect or indirect parent of such Material Subsidiary or (b) with respect to any such Material SubsidiarythatisaGuarantor,thegrantingofLiensbysuchMaterialSubsidiarypursuanttotheCollateralDocuments; except in the case of this clause(c):

(i)restrictionsimposedbyapplicablelaw;

(ii)contractualencumbrancesorrestrictions:

(1)under the Term Loan Documents;

(2)undertheNewSeniorNotesDocuments;or

(3)underanyagreementrelatingtoRatioDebt,IndebtednessincurredpursuanttoSection7.01(a),(b),(c),(d),(e),(g),(l),(p),(u),(v), (y)or(bb),IndebtednessthatissecuredonaparipassubasiswithIndebtednessunderthe Loan Documents or Indebtedness under the Term Loan Facility, or any PermittedRefinancing Indebtedness in respect thereof, that does not materially expand the scope ofany such encumbrance or restriction;

(iii)anyrestrictiononaRestrictedSubsidiaryimposedpursuanttoan agreement entered into for the sale or disposition of the Equity Interests or assets of aRestricted Subsidiary pendingthe closing ofsuch saleor disposition;

(iv)customaryprovisionsinjointventureagreementsandothersimilar agreements enteredinto in theordinary course ofbusiness;

(v)any restrictions imposed by any agreement relating to securedIndebtedness permitted by this Agreement to the extent that such restrictions apply only to theproperty or assets securing such Indebtedness;

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(vi)customaryprovisionscontainedinleasesorlicensesofintellectualpropertyandothersimilaragreementsenteredintointheordinarycourseofbusiness;

(vii)customary provisions restricting subletting or assignment of anylease governing a leasehold interest;

(viii)customary provisions restricting assignment of any agreemententered into in the ordinary course ofbusiness;

(ix)customaryrestrictionsandconditionscontainedinanyagreementrelatingtothesale,transferorotherdispositionofanyassetpermittedunderSection 7.05pendingtheconsummationofsuchsale,transferorotherdisposition;

(x)customary restrictions and conditions contained in the documentrelating to any Lien, so long as (i) such Lien is a Permitted Lien and such restrictions orconditions relate only to the specific asset subject to such Lien and (ii) such restrictions andconditions are not created for the purpose of avoiding the restrictions imposed by this Section7.09;

(xi)customarynetworthprovisionscontainedinRealPropertyleases entered into by Restricted Subsidiaries, so long as a Responsible Officer of the ParentBorrower has determined in good faith that such net worth provisions would not reasonably beexpected to impair the ability of the Borrowers and the other Restricted Subsidiaries to meet theirongoingobligations;

(xii)anyagreementineffectatthetimeanyPersonbecomesaRestricted Subsidiary, so long as such agreement was not entered into in contemplation of suchPerson becoming a Restricted Subsidiary;

(xiii)restrictions in agreements representing Indebtedness permittedunder Section7.01 ofaRestricted Subsidiarythat isnota SubsidiaryLoan Party;

(xiv)customary restrictions on leases, subleases, licenses or EquityInterests or asset sale agreements otherwise permitted hereby as long as such restrictions relate tothe Equity Interests and assets subject thereto;

(xv)restrictionsoncashorotherdepositsimposedby customersunder contracts entered intoin the ordinarycourse of business;or

(xvi)any encumbrances or restrictions imposed by any amendments,modifications,restatements,renewals,increases,supplements,refundings,replacementsorrefinancings of the contracts, instruments or obligations referred to in clauses (i) through (xv)above,solongassuchamendments,modifications,restatements,renewals,increases,supplements, refundings, replacements or refinancings are, in the good faith judgment of theParentBorrower,notmateriallymorerestrictivewithrespecttosuchLien,dividendandother payment restrictions, taken as a whole, than those contained in the Lien, dividend or otherpaymentrestrictionspriortosuchamendment,modification,restatement,renewal,increase,supplement, refunding, replacement or refinancing;or

(d)make any payment or other distribution in respect of, the Term LoanFacility,oranypaymentorotherdistribution(whetherincash,securitiesorotherproperty),includingany sinking fund or similar deposits, on account of the purchase, redemption, retirement, acquisition,cancellationorterminationinrespectoftheTermLoanFacility;exceptinthecaseofthisclause(d):

(i)voluntary prepaymentsoftheoutstandingamount oftheTermLoan Obligationsinwholeorinpart;provided thePaymentConditionsaresatisfied;

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(ii)payments,whetherinwholeorinpart,inconnectionwithanyamendment, extension orrefinancing of theTerm Loan Facility;

(iii)payments in an amount not to exceed in the aggregate the greaterof (a) $40,000,000 and (b) 10.25% of Consolidated Total Assets as of the date such payment ismade;

(iv)(i) payments of regularly scheduled principal and interest; (ii)mandatory offers to repay, repurchase or redeem; (iii) mandatory prepayments of principal,premium and interest and (iv) payments of fees, expenses and indemnification obligations, ineach case, with respect thereto;and

(v)payments or distributions in respect of all or any portion of theTerm Loan Facility with the proceeds contributed directly or indirectly to any Borrower by anyParent Entity from the issuance, sale or exchange by any Parent Entity of Equity Interests madewithin 18 months prior thereto.

Section 7.10  Holdings Covenant. Holdings will not, so long as this Agreement is ineffect and until all Obligations (other than Obligations in respect of contingent indemnification andreimbursement obligations that are not yet due and payable and for which no claim has been asserted)have been paid in full, unless the Required Lenders otherwise consent in writing, conduct, transact orotherwise engage in any active trade or business or operations other than through the Borrowers and theirSubsidiaries. The foregoing will not prohibit Holdings from taking actions related to the following (andactivitiesincidentalthereto):

(a)its ownership of the Equity Interests of any Borrower; the maintenanceofitslegalexistence(includingtheabilitytoincurfees,costsandexpensesrelatingtosuchmaintenance);the performance of its obligations with respect to the Term Loan Facility, the New SeniorNotesand otherIndebtednesspermitted by this Agreement; any offering of its common stock or anyother issuance of its Equity Interests; the making of Restricted Payments; provided that Holdings will notbe permitted to make Restricted Payments using the cash from any Borrower or any Subsidiary unlesssuch cash has been dividended or otherwise distributed to Holdings as a permitted Restricted PaymentpursuanttothetermsofSection7.06;theincurrenceofPermittedHoldingsDebt;makingcontributionstothecapitaloracquiringEquityInterestsofitsSubsidiaries;guaranteeingtheobligationsoftheBorrowers and its Subsidiaries; participating in tax, accounting and other administrative matters as amember or parent of the consolidated group; holding any cash or property (including cash and propertyreceived in connection with Restricted Payments made by any Borrower, but excluding the EquityInterests of any Person other than a Borrower);providing indemnification to officers and directors; themakingofInvestmentsconsistingofCashEquivalentsor,totheextentnotmadeforspeculative purposes, Investment Grade Securities; and activities incidental to the businesses or activities describedabove. Deposit Accounts. Open new DDAs or Blocked Accounts unless the Loan Parties shall havedelivered to the Administrative Agent appropriate Blocked Account Agreements consistent with theprovisions of Section 6.13 and otherwise satisfactory to the Administrative Agent. No Loan Party shallmaintain any bank accounts or enter into any agreements with credit card processors other than the onesexpressly contemplated herein or inSection6.13 hereof.

Section 7.12MinimumConsolidatedFixedChargeCoverageRatio.Duringthecontinuance of a Covenant Compliance Event, permit the Consolidated Fixed Charge Coverage Ratio,calculated as of the last day of the most recent period of four consecutive fiscal quarters for whichRequired Financial Statements have been delivered prior to the date that the Covenant Compliance Eventoccurs, to be less than 1.0 to 1.0.

Section 7.13Clean Down. If as of the last day of any fiscal quarter, any RevolvingCredit Loans or Swing Line Loans are outstanding and Consolidated EBITDA for the most recent periodof four consecutive fiscal quarters for which Required Financial Statements have been delivered is lessthan $110,000,000, the Borrowers shall (i) not borrow any additional Revolving Credit Loans or SwingLine Loans during the next succeeding fiscal month of July and (ii) repay all outstanding RevolvingCredit Loans and Swing Line Loans for a period of not less than 30 consecutive calendar days betweenthefollowing September1 and November30.

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Section7.14Sanctions;Anti-CorruptionLaws.Directlyorindirectly,usetheproceedsofanyCreditExtension,orlend,contributeorotherwisemakeavailablesuchproceedstoanySubsidiary,jointventurepartnerorotherPerson,tofundanyactivitiesoforbusinesswithanyPersonthat,atthetimeofsuchfunding,isthesubjectofSanctions,orinanyothermannerthatwillresultinaviolationbyanyPerson(includinganyPersonparticipatinginthetransaction,whetherasLender,Arranger,AdministrativeAgent,IssuingLender,SwingLineLender,orotherwise)ofSanctions.Directlyor,totheknowledgeofHoldings,theParentBorroweroranyoftheirrespectiveSubsidiaries,indirectlyusetheproceedsofanyCreditExtensionforanypurposewhichwouldbreachtheFCPA,theUK Bribery Act2010, andother anti-corruptionlegislation inother jurisdictions.

ARTICLEVIII

EVENTSOFDEFAULTANDREMEDIES

Section8.01EventsofDefault.AnyofthefollowingshallconstituteanEventof Default:

(a)any representation or warranty made by Holdings, any Borrower or anyother Loan Party herein or in any other Loan Document or any certificate or document required to bedelivered pursuant hereto or thereto proves to have been false or misleading in any material respect whensomade;

(b)defaultismadeinthepaymentofanyprincipalofanyLoanorReimbursement Obligation when and as the same becomes due and payable, whether at the due datethereof, ata datefixed forprepayment thereof,by accelerationthereof orotherwise;

(c)default is made in the payment of any interest on any Loan or in thepaymentofanyfeeoranyotheramountdueunderanyLoanDocument(otherthananamountreferredto inclause(b)ofthisSection8.01),whenandasthesamebecomesdueandpayable,andsuchdefaultcontinues unremedied for a period offive Business Days;

(d)default is made in the due observance or performance by Holdings, anyBorrower or any Restricted Subsidiary of any covenant, condition or agreement contained in (a) Section6.01(a), 6.05(a), 6.07, 6.08 or 6.13 (but only if such default occurs during a Cash Dominion Period) or inArticle VII (in each case solely to the extent applicable to such Person), or (b) Section 6.04(d) and suchdefault shall continue unremediedfor a periodof five Business Days;

(e)default is made in the due observance or performance by Holdings, anyBorrower or any Restricted Subsidiary of any covenant, condition or agreement contained in any LoanDocument (other than those specified in clauses (b), (c) and (d) of this Section 8.01), in each case solelyto the extent applicable to such Person, and such default continues unremedied for a period of 30 daysafter notice thereoffrom the AdministrativeAgent to theParent Borrower;

(f)(a)anyeventorconditionoccursthat(i)resultsinanyMaterialIndebtedness becoming due prior to its scheduled maturity or (ii) enables or permits (with all applicablegrace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agenton its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,repurchase, redemption or defeasance thereof, prior to its scheduled maturity or (b) any Borrower or anyRestricted Subsidiary fails to pay the principal of any Material Indebtedness at the stated final maturitythereof;providedthatthisclause(f)willnotapplytosecuredIndebtednessthatbecomesdueasaresultof the voluntary sale or transfer of the property or assets securing such Indebtedness if such sale ortransfer is permitted hereunder and under the documents providing for such Indebtedness; provided,further, that such event or condition is unremedied and is not waived or cured by the holders of suchIndebtedness prior toany accelerationof theLoans pursuantto thisSection 8.01;

(g)aChangeofControloccurs;

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(h)an involuntary proceeding is commenced or an involuntary petition isfiled in a court of competent jurisdictionseeking:

(i)reliefinrespectofHoldings,anyBorroweroranyoftheMaterial Subsidiaries, or of a substantial part of the property or assets of Holdings, any Borroweror any Material Subsidiary, under Title 11 of the United States Code, as now constituted orhereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership orsimilar law;

(ii)the appointment of a receiver, trustee, custodian, sequestrator,conservator or similar official for Holdings, any Borrower or any of the Material Subsidiaries orfor a substantial part of the property or assets of Holdings, any Borrower or any RestrictedSubsidiary; or

(iii)the winding up or liquidation of Holdings, any Borrower or anyMaterial Subsidiary (except, in the case of any Material Subsidiary, in a transaction permitted bySection 7.05) and such proceeding or petition continues undismissed for 60 days or an order ordecree approving or orderingany of the foregoingis entered;

(i)Holdings, any Borrower or any Material Subsidiary:

(i)voluntarilycommencesanyproceedingorfilesanypetitionseeking relief under Title 11 of the United States Code, as now constituted or hereafter amended,oranyotherfederal,stateorforeignbankruptcy,insolvency,receivershiporsimilarlaw;

(ii)consents to the institution of, or fails to contest in a timely andappropriate manner, any proceeding or the filing of any petition described in clause (h) of thisSection 8.01;

(iii)applies for or consents to the appointment of a receiver, trustee,custodian, sequestrator, conservator or similar official for Holdings, any Borrower or any of theMaterial Subsidiaries or for a substantial part of the property or assets of Holdings, any Borroweror any Material Subsidiary;

(iv)files an answer admitting the material allegations of a petitionfiled against it in any such proceeding;

(v)makesageneralassignmentforthebenefitofcreditors;or

(vi)becomesunableoradmitsinwritingitsinabilityorfailsgenerally to pay its debts as theybecome due;

(j)any Borrower or any Restricted Subsidiary fails to pay one or more finaljudgmentsaggregatinginexcessof$25,000,000(totheextentnotcoveredbyinsurance),whichjudgments are not discharged or effectively waived or stayed for a period of 45 consecutive days, or anyaction is legally taken by a judgment creditor to levy upon assets or properties of any Borrower or anyother Subsidiary Loan Party to enforceany such judgment;

(k)(a) a trustee is appointed by a United States district court to administerany Plan or (b) an ERISA Event or ERISA Events occurs with respect to any Plan or Multiemployer Plan,and,ineachcase,withrespecttoclauses(a)and(b)above,sucheventorcondition,togetherwithallothersucheventsorconditions,ifany,isreasonablyexpectedtohaveaMaterialAdverseEffect;or

(l)(a) any material provision of any Loan Document ceases to be, or isasserted in writing by Holdings, any Borrower or any Restricted Subsidiary not to be, for any reason, alegal, valid and binding obligation of any party thereto, (b) any security interest purported to be createdby any CollateralDocument and to extend to assets

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that are not immaterial to Holdings, any BorrowerandtheRestrictedSubsidiariesonaconsolidatedbasisceasestobe,orisassertedinwritingbytheParentBorroweroranyotherLoanParty nottobe,avalidandperfectedsecurity interestinthesecurities, assets or properties covered thereby, except to the extent that any such loss of validity,perfection or priority results from the limitations of foreign laws, rules and regulations as they apply topledges of Equity Interests in Foreign Subsidiaries or the application thereof, or from the failure of theCollateral Agent to maintain possession of certificates actually delivered to it representing securitiespledged under a Collateral Document or to file Uniform Commercial Code continuation statements andexcept to the extent that such loss is covered by a lender’s title insurance policy and the Collateral Agentis reasonably satisfied with the credit of such insurer or (c) the Guarantees pursuant to the CollateralDocuments by any Loan Party of any of the Obligations cease to be in full force and effect (other than inaccordance with the terms thereof) or are asserted in writing by Holdings, any Borrower or any otherSubsidiary LoanParty nottobe ineffect ornotto belegal, validandbinding obligations.

Section8.02RighttoCure.NotwithstandinganythingtothecontrarycontainedinSection8.01,intheeventthattheParentBorrowerfails(or,butfortheoperationofthisSection8.02,

wouldfail)tocomplywiththeFinancialPerformanceCovenant,asofthelastdayofanyfiscalquarter,at any time after such last day until the day that is 10 days after the date the certificate calculating theFinancial Performance Covenant for such fiscal quarter is required to be delivered pursuant to Section6.04, Holdings or the Parent Borrower shall have the right to issue Permitted Cure Securities for cash orotherwisereceivecashcontributionstothecapitaloftheParentBorrower(collectively,the“CureRight”), which cash shall be contributed as common equity to the Parent Borrower (such contributedamount, the “Cure Amount”), such Financial Performance Covenant shall be recalculated by increasingConsolidated EBITDA with respect to such fiscal quarter and any four-quarter period that contains suchfiscal quarter, solely for the purpose of measuring the Financial Performance Covenant and not for anyother purpose under this Agreement by an amount equal to the Cure Amount; provided, that, (i) in eachfour-fiscal quarter period there shall be no more than two fiscal quarters in which the Cure Right isexercised, (ii) no more than four Cure Rights will be exercised in the aggregate during the term of thisAgreement,(iii)forpurposesofthisSection8.02,theCure Amount that is given effect shall be nogreaterthantheamount required for purposes of complying with the Financial Performance Covenantand (iv) for the avoidance of doubt, in recalculating the Financial Performance Covenant by increasingConsolidated EBITDA as set forth above, there shall be no pro forma effect given to any reduction ofIndebtednesswiththeCureAmountinsuchrecalculationoftheFinancialPerformanceCovenant.If,aftergivingeffecttotheadjustmentsinthisparagraph,theBorrowersshallthenbeincompliancewiththe requirements of the Financial Performance Covenant, the Borrowers shall be deemed to have satisfiedthe requirements of the Financial Performance Covenant as of the relevant date of determination with thesame effect as though there had been no failure to comply therewith at such date, and the applicablebreach or default of the Financial Performance Covenant that had occurred shall be deemed cured for thepurposes of this Agreement.

Section8.03RemediesuponEventofDefault.

(a)If any Event of Default occurs and is continuing, (i) with the consent ofthe Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, theAdministrative Agent shall, by notice to the Parent Borrower declare the Revolving Credit Commitmentsto be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate;and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request oftheRequiredLenders,theAdministrativeAgentshall,by notice to the Parent Borrower, declare theLoans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement andthe other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or notthe beneficiaries of the then outstanding Letters of Credit shall have presented the documents requiredthereunder) to be due and payable forthwith, whereupon the same shall immediately become due andpayable. In the case of all Letters of Credit with respect to which presentment for honor shall not haveoccurredatthetimeofanaccelerationpursuanttothisparagraph,theBorrowersshallatsuchtimedeposit in a Cash Collateral Account opened by the Administrative Agent an amount equal to theaggregate then undrawn and unexpired face amount of such Letters of Credit. Amounts held in such CashCollateralaccountshallbe applied by the Administrative Agent to the payment of drafts drawn undersuchLettersofCredit,andtheunusedportionthereofafterallsuchLettersofCreditshallhaveexpiredor been fully

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drawn upon, if any, shall be applied to repay other Obligations of the Borrowers hereunderand under the other Loan Documents. After all such Letters of Credit shall have expired or been fullydrawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of theBorrowershereunder(otherthananyindemnityobligationforunassertedclaimsthatbyitstermssurvives the termination of this Agreement, any Letter of Credit that has been Cash Collateralized or anyobligation under a Specified Swap Contract or Cash Management Services) and under the other LoanDocuments shall have been paid in full (other than any indemnity obligation for unasserted claims that byitstermssurvivestheterminationofthisAgreement,anyLetterofCreditthathasbeenCashCollateralizedoranyobligationunderaSpecifiedSwapContractorCashManagementServices),thebalance, if any, in such Cash Collateral Account shall be returned to the Borrowers (or such other Personas may be lawfully entitled thereto).

(b)WhetherornotthematurityoftheObligationsshallhavebeenaccelerated pursuant hereto, proceed to protect, enforce and exercise all rights and remedies under thisAgreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit inequity, action at law or other appropriate proceeding, whether for the specific performance of anycovenant or agreement contained in this Agreement and the other Loan Documents or any instrumentpursuanttowhichtheObligationsareevidenced,and,ifsuchamountshallhavebecome due, bydeclaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right ofthe Administrative Agent, the Lendersor their Affiliates;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief withrespect to a Borrower under the Bankruptcy Code of the United States, the obligation of each Lender tomake Loans and each Lender’s Revolving Credit Commitments shall automatically terminate and theunpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shallautomatically become dueand payable withoutfurther act ofthe Administrative Agentor any Lender.

Section 8.04Application of Funds. After the exercise of remedies provided for inSection 8.02 (or after the Loans have automatically become immediately due and payable as set forth inthe proviso to Section 8.02), or after the commencement of any Liquidation any amounts received onaccount oftheObligationsshallbeappliedbytheAdministrativeAgent inthefollowingorder:

First,topaymentofthatportionoftheObligations(excludingtheOtherLiabilities) constituting fees, indemnities, expenses and other amounts (including fees,charges and disbursements of counsel to the Administrative Agent and amounts payableunder ArticleIII)payable to theAdministrative Agent inits capacity assuch;

Second, to paymentof that portion of the Obligations (excluding the OtherLiabilities) constituting indemnities, Secured Party Expenses, and other amounts (otherthan principal,interestandfees)payable totheLendersandthe IssuingLender

(including fees, charges and disbursements of counsel to the Administrative Agent andamounts payable under Article III), ratably among them in proportion to the amountsdescribedinthisclause Second payable to them;

Third, to the payment to the Swing Line Lender of that portion of the obligationsconstituting accrued andunpaid intereston the SwingLine Loans;

Fourth, to the payment of that portion of the Obligations constituting interest onthe Loans and other Obligations, ratably among the Lenders and the Issuing Lender inproportion totherespective amountsdescribedinthis clauseFourthpayableto them;

Fifth, to the payment to the Swing Line Lender of that portion of the obligationsconstituting unpaid principal onthe Swing Line Loans;

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Sixth, to payment of that portion of the Obligations constituting unpaid principaloftheLoansratablyamongtheLendersinproportiontotherespectiveamountsdescribedinthisclause Sixthheldbythem;

Seventh, to the Administrative Agent for the account of the Issuing Lender, toCash Collateralize that portion of the L/C Obligations comprising the aggregate undrawnamount of Letters of Credit;

Eighth, to payment of that portion of the Obligations arising from SpecifiedSwap Contracts, Bank Products and Cash Management Services, ratably among theSecured Parties in proportion to the respective amounts described in this clause Eighthheldby them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paidin full, to theBorrowers or as otherwiserequired by Law.

ARTICLE IX

AGENTS

Section9.01AppointmentandAuthority.

(a)Each of the Lenders hereby irrevocably appoints Bank of America to acton its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizestheAdministrativeAgenttotakesuchactionsonitsbehalfandtoexercisesuchpowersasaredelegatedto the Administrative Agent by the terms hereof or thereof, together with such actions and powers as arereasonably incidental thereto. Each of the Lenders hereby irrevocably appoints U.S. Bank NationalAssociationtoactonitsbehalfastheCo-CollateralAgenthereunderandundertheotherLoanDocuments and authorizes the Co-Collateral Agent to take such actions on its behalf and to exercise suchpowers as are delegated to the Co-Collateral Agent by the terms hereof or thereof, together with suchactions and powers as are reasonably incidental thereto. The provisions of this Article are solely for thebenefit of the Administrative Agent, the Co-Collateral Agent and the Lenders, and none of the Borrowersand theotherLoanPartyshall haverightsasathirdparty beneficiaryofanyofsuchprovisions.

(b)The Administrative Agent shall also act as the “collateral agent” underthe Loan Documents, and each of the Lenders (in its capacities as a Lender) and the Co-Collateral Agenthereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lenderand Co-Collateral Agent for purposes of acquiring, holding and enforcing any and all Liens on Collateralgranted by any of the Loan Parties to secure any of the Obligations, together with such powers anddiscretionasarereasonablyincidentalthereto.Inthisconnection,theAdministrativeAgent,as“collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the AdministrativeAgent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or anyportion thereof) granted under the Collateral Documents, or for exercising any rights and remediesthereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisionsof this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents andattorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein withrespectthereto.

Section 9.02Rights as a Lender. The Persons serving as the Administrative Agent andtheCo-CollateralAgenthereundershallhavethesamerightsandpowersinitscapacityasaLenderasanyotherLenderandmayexercisethesameasthoughitwerenottheAdministrativeAgentorCo-Collateral Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated orunless the context otherwise requires, include the Persons serving as the Administrative Agent andCo-Collateral Agent hereunder in their individual capacity. Such Persons and their Affiliates may acceptdepositsfrom,lendmoneyto,actasthefinancialadvisororinanyotheradvisorycapacityforand

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generally engage in any kind of business with the Parent Borrower or any Subsidiary or other Affiliatethereof as if such Person were not the Administrative Agent hereunder and without any duty to accounttherefortotheLenders.

Section 9.03Exculpatory Provisions.TheAdministrative Agent and Co-CollateralAgent shall not have any duties or obligations except those expressly set forth herein and in the otherLoan Documents. Without limiting the generality of the foregoing, the Administrative Agent and theCo-CollateralAgent:

(a)shall not be subject to any fiduciary or other implied duties, regardless ofwhether a Default has occurred and iscontinuing;

(b)shall not have any duty to take any discretionary action or exercise anydiscretionary powers, except, in the case of the Administrative Agent, discretionary rights and powersexpressly contemplated hereby or by the other Loan Documents that the Administrative Agent is requiredto exercise as directed in writing by the Required Lenders (or such other number or percentage of theLenders as shall be expressly provided for herein or in the other Loan Documents); provided that theAdministrative Agent shall not be required to take any action that, in its opinion or the opinion of itscounsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document orapplicable law;and

(c)shall not, except as expressly set forth herein and in the other LoanDocuments, have any duty to disclose, and shall not be liable for the failure to disclose, any informationrelating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Personservingas theAdministrative Agent, theCo-Collateral Agent orany of theirAffiliates in anycapacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i)with the consent or at the request of the Required Lenders (or such other number or percentage of theLendersas shall be necessary, or as the Administrative Agent shall believe in good faith shall benecessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of itsown gross negligence or willful misconduct. The Administrative Agent shall be deemed not to haveknowledge of any Default unless and until notice describing such Default is given to the AdministrativeAgent by the Parent Borrower or a Lender. In the event that the Administrative Agent shall receive such anotice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shalltake such action with respect to such Default or Event of Default as shall be reasonably directed by theRequired Lenders (or, if so specified by this Agreement, all Lenders or any other instructing group ofLenders specified by this Agreement); provided that unless and until the Administrative Agent shall havereceivedsuchdirections,theAdministrativeAgentmay(butshallnotbeobligatedto)takesuchaction,or refrain from taking such action, with respect to such Default or Event of Default as it shall deemadvisable in the best interests of the Lenders.

The Administrative Agent and the Co-Collateral Agent shall not be responsible for orhave any duty to ascertain or inquire into (i) any statement, warranty or representation made in or inconnectionwiththisAgreementoranyotherLoanDocument,(ii)thecontentsofanycertificate,reportor other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) theperformance or observance of any of the covenants, agreements or other terms or conditions set forthherein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness orgenuinenessofthisAgreement,anyotherLoanDocumentoranyotheragreement,instrumentordocument, or the creation, perfection or priority of any Lien purported to be created by the CollateralDocuments,(v)thevalueorthesufficiencyofanyCollateral,or(v)thesatisfactionofanyconditionset forthinArticleIVorelsewhereherein,otherthan,inthecaseoftheAdministrativeAgent,toconfirmreceipt of itemsexpressly requiredto bedelivered to theAdministrative Agent.

Section 9.04Reliance by Administrative Agent. The Administrative Agent shall beentitled 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 orintranetwebsitepostingorotherdistribution)believedbyittobegenuineandtohavebeensigned,sentor otherwise authenticated by the proper Person. The Administrative Agent also may rely upon anystatement made to it orally or by telephone and believed by it to have been

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made by the proper Person,and shall not incur any liability for relying thereon. In determining compliance with any conditionhereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, theAdministrativeAgentmaypresumethatsuchconditionissatisfactorytosuchLenderunlesstheAdministrative Agent shall have received notice to the contrary from such Lender prior to the making ofsuch Loan. The Administrative Agent may consult with legal counsel (who may be counsel for theBorrower),independentaccountantsandotherexpertsselectedbyit,andshallnotbeliableforanyactiontakenornottakenbyitinaccordancewiththeadviceofanysuchcounsel,accountantsorexperts.

Section 9.05DelegationofDuties.TheAdministrativeAgentmayperformanyandall of its duties and exercise its rights and powers hereunder or under any other Loan Document by orthrough any one or more sub-agents appointed by the Administrative Agent. The Administrative Agentand any such sub-agent may perform any and all of its duties and exercise its rights and powers by orthrough theirrespective Related Parties. Theexculpatory provisionsofthisArticleshallapply to anysuch sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shallapply to their respective activities in connection with the syndication of the credit facility provided forherein as well as activities as AdministrativeAgent.

Section 9.06Resignation of Administrative Agent. The Administrative Agent may atany time give notice of its resignation to the Lenders and the Parent Borrower or, if the AdministrativeAgent is a Defaulting Lender, may be required to resign upon receipt of a notice of termination from theRequired Lenders. Upon receipt of any such notice of resignation or termination, the Required Lendersshall have the right, in consultation with the Parent Borrower, to appoint a successor, which shall be abank with an office in the United States, or an Affiliate of any such bank with an office in the UnitedStates.IfnosuchsuccessorshallhavebeensoappointedbytheRequiredLendersandshallhaveaccepted such appointment within 30 days after the retiring Administrative Agent gives notice of itsresignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successorAdministrative Agent meeting the qualifications set forth above; provided that if the AdministrativeAgent shall notify the Parent Borrower and the Lenders that no qualifying Person has accepted suchappointment,thensuchresignationshallnonethelessbecomeeffectiveinaccordancewithsuchnoticeand (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunderand under the other Loan Documents (except that in the case of any collateral security held by theAdministrativeAgentonbehalfoftheLendersunderanyoftheLoanDocuments,theretiringAdministrative Agent shall continue to hold such collateral security until such time as a successorAdministrativeAgentis appointed) and (b) all payments, communications and determinations providedto be made by, to or through the Administrative Agent shall instead be made by or to each Lenderdirectly, until such time as the Required Lenders appoint a successor Administrative Agent as providedforabove in this Section 9.06. Upon the acceptance of a successor’s appointment as AdministrativeAgent hereunder, such successor shall succeed to and become vested with all of the rights, powers,privileges and duties of the retiring (or retired) Administrative Agent, and the retiring AdministrativeAgent shall be discharged from all of its duties and obligations hereunder or under the other LoanDocuments(ifnotalready discharged therefrom as provided above in this Section 9.06). The feespayablebytheBorrowerstoasuccessorAdministrativeAgentshallbethesameasthosepayabletoits predecessor unless otherwise agreed between the Parent Borrower and such successor. After the retiringAdministrativeAgent’sresignationhereunderandundertheotherLoanDocuments,theprovisionsofthis Article and Section 11.04 shall continue in effect for the benefit of such retiring AdministrativeAgent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to betaken by any of them while the retiring Administrative Agent was acting as Administrative Agent.Notwithstanding anything to the contrary herein, no Disqualified Institution (nor any Affiliate thereof)maybe appointed as a successor Administrative Agent.

In addition to the foregoing, the Administrative Agentmay resign as the “collateralagent” at any time by giving thirty (30) days’ prior written notice thereof to Lenders and the ParentBorrower.TheAdministrativeAgentshallhavetherighttoappointafinancialinstitutionasthe“collateral agent” hereunder, subject to the reasonable satisfaction of the Borrowers and the RequiredLenders and the “collateral agent’s” resignation shall become effective on the earlier of (i) the acceptanceof such successor “collateral agent” by the Borrowers and the Required Lenders or (ii) the thirtieth dayafter such notice of resignation. Upon any such notice of resignation, the Required Lenders shall have theright, upon five (5) Business Days’ notice to the Administrative Agent, to appoint a successor “collateralagent”. Upon the

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acceptance of any appointment as the “collateral agent” hereunder by a successor“collateralagent”, thatthesuccessor“collateralagent” shall thereupon succeed to and become vestedwith all the rights, powers, privileges and duties of the retiring “collateral agent” under this Agreementand the Collateral Documents, and the retiring “collateral agent” under this Agreement shall promptly (i)transfer to such successor “collateral agent” all sums, securities and other items of Collateral heldhereunder or under the Collateral Documents, together with all records and other documents necessary orappropriateinconnectionwiththeperformanceofthedutiesofthesuccessor“collateralagent”underthis Agreement and the Collateral Documents, and (ii) execute and deliver to such successor “collateralagent” or otherwise authorize the filing of such amendments to financing statements, and take such otheractions,asmaybenecessaryorappropriateinconnectionwiththeassignmenttosuchsuccessor“collateral agent” of the security interests created under the Collateral Documents, whereupon suchretiring“collateralagent”shallbedischargedfromitsdutiesandobligationsunderthisAgreementandthe Collateral Documents. After any retiring “collateral agent’s” resignation hereunder as the “collateralagent”, the provisions of this Agreement and the Collateral Documents shall inure to its benefit as to anyactions taken or omitted to be taken by it under this Agreement or the Collateral Documents while it wasthe “collateral agent” hereunder.

AnyresignationofBankofAmericaoritssuccessorastheAdministrativeAgentpursuant to this Section 9.06 shall also constitute the resignation of Bank of America or its successor astheSwingLineLender,andanysuccessortheAdministrativeAgentappointedpursuanttothisSection

9.06 shall, upon its acceptance of such appointment, become the successor the Swing Line Lender for allpurposes hereunder. In such event (a) the Borrowers shall prepay any outstanding Swing Line Loansmade by the retiring the Administrative Agent in its capacity as Swing Line Lender, (b) upon suchprepayment,theretiringtheAdministrativeAgentandSwingLineLendershallsurrenderanySwingLine Note held by it to the Parent Borrower for cancellation and (c) the Borrowers shall issue, if sorequested by successor the Administrative Agent and the Swing Line Lender, a new Swing Line Note tothe successor the Administrative Agent and the Swing Line Lender, in the principal amount of the SwingLine Commitment then ineffect and withother appropriate insertions.

U.S. Bank National Association may at any time give notice of its resignation to theLenders and the Parent Borrower or, if U.S. Bank National Association is a Defaulting Lender, may berequired to resign upon receipt of a notice of termination from the Required Lenders and such resignationshall become effective on the date set forth in any such notice. Upon any such resignation, U.S. BankNationalAssociationshallbedischargedfromallofitsdutiesandobligationshereunderorunderthe other Loan Documents as Co-Collateral Agent and any reference herein to the Co-Collateral Agent shallrefer to the Administrative Agent.

Section 9.07Non-Reliance on Administrative Agent, Co-Collateral Agent and OtherLenders.EachLenderacknowledgesthatithas,independentlyandwithoutrelianceupontheAdministrative Agent, the Co-Collateral Agent or any other Lender or any of their Related Parties andbased on such documents and information as it has deemed appropriate, made its own credit analysis anddecision to enter into this Agreement. Each Lender also acknowledges that it will, independently andwithout reliance upon the Administrative Agent, the Co-Collateral Agent or any other Lender or any oftheir Related Parties and based on such documents and information as it shall from time to time deemappropriate, continue to make its own decisions in taking or not taking action under or based upon thisAgreement, any other Loan Document or any related agreement or any document furnished hereunder orthereunder.TheAdministrativeAgentandtheCo-CollateralAgentshallnothaveanydutyorresponsibility to provide any Lender with any other credit or other information concerning the affairs,financialconditionorbusinessofanyLoanPartythatmaycomeintothepossessionoftheAdministrativeAgent or the Co-CollateralAgent.

Section 9.08No Other Duties, Etc. Anything herein to the contrary notwithstanding,noneoftheJointBookrunnersandJointLeadArrangerslistedonthecoverpagehereofshallnothaveany powers, duties or responsibilities under this Agreement or any of the other Loan Documents, exceptin its capacity, as applicable, as the Administrative Agent, Co-Collateral Agent or a Lender hereunder.The use of the term “agent” in this Agreement and in the other Loan Documents with reference to anyAgent is not intended to connote any fiduciary or other implied (or express) obligations arising under theagency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom,and is intended to create or reflect only an administrative relationship between independent contractingparties.

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Section 9.09Administrative Agent May File Proofs of Claim. In case of the pendencyof any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any LoanParty, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due andpayable as herein expressed or by declaration or otherwise and irrespective of whether the AdministrativeAgentshallhavemadeanydemandontheBorrowers)shallbeentitledandempowered,byinterventionin such proceeding or otherwise

(a)to file and prove a claim for the whole amount of the principal andinterest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid andto file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses,disbursements and advances of the Lenders and the Administrative Agent and their respective agents andcounselandallotheramountsduetheLendersandtheAdministrativeAgentunderSections2.11and 11.04)allowedinsuchjudicialproceeding;and

(b)tocollectandreceiveanymoniesorotherpropertypayableordeliverable on any such claims andto distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any suchjudicial proceeding is hereby authorized by each Lender to make such payments to the AdministrativeAgent and, if the Administrative Agent shall consent to the making of such payments directly to theLenders,topaytotheAdministrativeAgentanyamountdueforthereasonablecompensation,expenses, disbursementsandadvancesoftheAdministrativeAgentanditsagentsandcounsel,andanyotheramounts due the Administrative Agent under Sections 2.11 and 11.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent toauthorizeorconsenttooracceptoradoptonbehalfofanyLenderanyplanofreorganization,arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorizethe Administrative Agent tovote in respect ofthe claim of anyLender or in anysuch proceeding.

Section 9.10Collateral and Guaranty Matters. The Lenders irrevocably authorize theAdministrative Agent, at its option andin its discretion,

(a)toreleaseanyLienonanypropertygrantedtoorheldbytheAdministrativeAgentunderany LoanDocument(i) upon termination of the Aggregate Commitmentsand payment in full of all Obligations (other than contingent indemnification obligations, any Letter ofCreditthathasbeenCashCollateralizedoranyobligationunderOtherLiabilities),(ii)thatisdisposedof,soldortobesold(otherthantoanotherLoanParty)aspartoforinconnectionwithanysalepermitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified inwriting in accordance with Section 11.01;

(b)to release any Guarantor from its obligations under the Guarantee andCollateral Agreement if such Person ceases to be a Subsidiary as a result of a transaction permittedhereunder; and

(c)tosubordinateanyLienonanypropertygrantedtoorheldbytheAdministrative Agent under any Loan Document to the holder of any Lien on such property that ispermitted bySection 7.02(i).

The Lenders agree to be bound by the terms of the Intercreditor Agreement and authorizethe Administrative Agent to enter into the Intercreditor Agreement on behalf of the Lenders. In the eventof any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of theIntercreditor Agreement shall govern and control.

UponrequestbytheAdministrativeAgentatanytime,theRequiredLenderswillconfirm in writing the Administrative Agent’s authority to release or subordinate its interest in particulartypes or items of property, or to release any Guarantor from its obligations under the Guarantee andCollateral Agreement pursuant to this Section 9.10. In each

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case as specified in this Section 9.10, theAdministrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Partysuch documents as such Loan Party may reasonably request to evidence the release of such item ofCollateralfrom theassignmentandsecurity interestgranted undertheCollateralDocumentsortosubordinateitsinterestinsuchitem,ortoreleasesuchGuarantorfromitsobligationsundertheGuarantee and Collateral Agreement, in each case in accordance with the terms of the Loan Documentsand this Section 9.10.

Anything contained in any of the Loan Documents to the contrary notwithstanding, theBorrowers, the Administrative Agent and each Secured Party hereby agree that (i) no Secured Party shallhave any right individually to realize upon any of the Collateral or to enforce the Guaranty, it beingunderstood and agreed that all powers, rights and remedies hereunder may be exercised solely by theAdministrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and allpowers,rightsandremediesundertheCollateralDocumentsmaybeexercisedsolelybytheAdministrative Agent in its capacity as the “collateral agent” and (ii) in the event of a foreclosure by theAdministrativeAgentinitscapacityasthe“collateralagent”onanyoftheCollateralpursuanttoapublic or private sale or other disposition, the Administrative Agent (in its capacity as the “collateral agent”) orany Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or otherdisposition and the Administrative Agent, as “collateral agent” for and representative of Secured Parties(but not any Lender or Lenders in its or their respective individual capacities unless Required Lendersshall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement orpayment of the purchase price for all or any portion of the Collateral sold at any such public sale, to useand apply any of the Obligations as a credit on account of the purchase price for any collateral payable bythe Administrative Agent at suchsale or other disposition.

No Specified Swap Contract or Cash Management Services shall create (or be deemed tocreate) in favor of any Lender counterparty that is a party thereto any rights in connection with themanagementorreleaseofanyCollateraloroftheobligationsofanyGuarantorundertheLoanDocumentsexceptasexpresslyprovidedthisAgreementandtheGuaranteeandCollateralAgreement.By accepting the benefits of the Collateral, such Lender counterparty shall be deemed to have appointedthe Administrative Agent as the “collateral agent” as its agent and agreed to be bound by the LoanDocuments as aSecured Party,subject to thelimitations setforth inthis clause.

Section 9.11Indemnification.TheLendersagreetoindemnify the AdministrativeAgent in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting theobligation of the Borrowers to do so), ratably according to their respective Applicable Percentages ineffect on the date on which indemnification is sought under this Section 9.11 (or, if indemnification issought after the date upon which the Revolving Credit Commitments shall have terminated and the Loansshall have been paid in full, ratably in accordance with such Applicable Percentages immediately prior tosuch date), for, and to save the Administrative Agent harmless from and against, any and all liabilities,obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of anykind whatsoever that may at any time (including, without limitation, at any time following the payment oftheLoans)beimposedon,incurredbyorassertedagainsttheAdministrativeAgentinanywayrelatingtoorarisingoutof,theRevolvingCreditCommitments,thisAgreement,anyoftheotherLoanDocumentsorany documentscontemplatedby orreferredtohereinortherein orthetransactionscontemplated hereby or thereby or any action taken or omitted by such Agent under or in connection withany of the foregoing; provided that no Lender shall be liable for the payment of any portion of suchliabilities,obligations,losses,damages,penalties,actions,judgments,suits,costs,expensesordisbursementsthatarefoundbyafinalandnonappealabledecisionofacourtofcompetentjurisdictionto have resulted from the Administrative Agent’s gross negligence or willful misconduct. The agreementsinthisSection9.11shallsurvivethepaymentoftheLoansandallotheramountspayablehereunder.

Section 9.12Withholding Taxes. To the extent required by any applicable Laws, theAdministrative Agent may withhold from any payment to any Lender an amount equivalent to anyapplicable withholding Tax. Without limiting or expanding the provisions of Section 3.01, each Lendershall indemnify and hold harmless the Administrative Agent against, and shall make payable in respectthereof within 30 days after demand therefor, any and all Taxes and any and all related losses, claims,liabilities and expenses (including fees, charges and disbursements of any counsel for the AdministrativeAgent) incurred by or asserted against the Administrative Agent by the IRS or any other GovernmentalAuthority as a result of the failure of the Administrative Agent to properly withhold Tax from amountspaid to or for the

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account of such Lender for any reason (including, without limitation, because theappropriate form was not delivered or not properly executed, or because such Lender failed to notify theAdministrative Agent of a change in circumstance that rendered the exemption from, or reduction ofwithholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to anyLender by the Administrative Agent shall be conclusive absent manifest error. Each Lender herebyauthorizes the Administrative Agent to set off and apply any and all amounts at any time owing to suchLenderunderthisAgreementoranyotherLoanDocumentagainstanyamountduetheAdministrativeAgent under this Section 9.12. The agreements in this Section 9.12 shall survive the resignation and/orreplacementoftheAdministrativeAgent,anyassignmentofrightsby,orthereplacementof,aLender,the termination of the Revolving Credit Commitments and the repayment, satisfaction or discharge of allother Obligations. For the avoidance of doubt, a “Lender” shall, for purposes of this Section 9.12, includeanIssuing Lender and a Swing Line Lender.

Section9.13ReportsandFinancialStatements.BysigningthisAgreement,each Lender:

(a)agreestofurnish theAdministrativeAgenton thefirstday ofeachmonth with a summaryof all Other Liabilities,if any, due orto become due tosuch Lender;

(b)is deemed to have requested that the Administrative Agent furnish suchLender, promptly after they become available, copies of all financial statements required to be deliveredby the Borrowers hereunder and all commercial finance examinations and appraisals of the Collateralreceived by the Administrative Agent (collectively, the “Reports”);

(c)expressly agrees and acknowledges that the Administrative Agent (i)makes no representation or warranty as to the accuracy of the Reports, and (ii) shall not be liable for anyinformation contained in any Report;

(d)expresslyagreesandacknowledgesthattheReportsarenotcomprehensive audits or examinations, that the Administrative Agent or any other party performing anyaudit or examination will inspect only specific information regarding the Loan Parties and will relysignificantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’personnel;

(e)agrees to keep all Reports confidential and strictly for its internal use,and not to distribute except to its participants, or use any Report in any other manner, except that suchReports may bedisclosed tothe extentpermitted under Section 11.07hereof; and

(f)without limiting the generality of any other indemnification provisioncontained in this Agreement, agrees: (i) to hold the Administrative Agent and any such other Lenderpreparing a Report harmless from any action the indemnifying Lender may take or conclusion theindemnifying Lender may reach or draw from any Report in connection with any Credit Extensions thattheindemnifyingLenderhasmadeormaymaketotheBorrowers,ortheindemnifyingLender’sparticipation in, or the indemnifying Lender’s purchase of, any Loans of the Borrowers; and (ii) to payand protect, and indemnify, defend, and hold the Administrative Agent and any such other LenderpreparingaReportharmlessfromandagainst,theclaims,actions,proceedings,damages,costs,expenses, and other amounts (including attorney costs) incurred by the Administrative Agent and anysuch other Lender preparing a Report as the direct or indirect result of any third parties who might obtainall or part of any Report through a breach by the indemnifying Lender of its obligations under Section11.07.

Section 9.14RecoveryofErroneousPayments.Withoutlimitationofanyotherprovision in this Agreement, if at any time the Administrative Agent makes a payment hereunder in errorto any Lender, whether or not in respect of an Obligation due and owing by the Borrowers at such time,wheresuchpaymentisaRescindableAmount,theninanysuchevent,eachLenderreceivingaRescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand theRescindable Amount received by such Lender in immediately available funds in the currency so received,withinterestthereon,foreachdayfromandincludingthedatesuchRescindableAmountisreceivedbyit tobutexcludingthedateofpaymenttotheAdministrativeAgent,atthegreateroftheFederalFunds

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Rate and a rate determined by the Administrative Agent in accordance with banking industry rules oninterbank compensation.Each Lender irrevocably waives and any all defenses, including any “dischargeforvalue”(underwhichacreditormightotherwiseclaimarighttoretainfundsmistakenlypaidbyathird party in respect of a debt owed by another) or similar defense to its obligation to return anyRescindable Amount.The Administrative Agent shall inform each Lender promptly upon determiningthat any paymentmade to suchLender comprised,in whole orin part,a Rescindable Amount.

ARTICLE X

CONTINUINGGUARANTY

Section10.01Guaranty.Holdingsherebyabsolutelyandunconditionallyguarantees,asaguarantyofpaymentandperformanceandnotmerelyasaguarantyofcollection,promptpaymentwhendue,whetheratstatedmaturity,byrequiredprepayment,uponacceleration,demandorotherwise,andatalltimesthereafter,ofanyandalloftheObligations,whetherforprincipal,interest,premiums,fees,indemnities,damages,costs,expensesorotherwise,oftheBorrowerstotheSecuredParties,arisinghereunderandundertheotherLoanDocuments(includingallrenewals,extensions,amendments,refinancingsandothermodificationsthereofandallcosts,attorneys’feesandexpensesincurredbytheSecuredPartiesinconnectionwiththecollectionorenforcementthereof).TheAdministrativeAgent’sbooksandrecordsshowingtheamountoftheObligationsshallbeadmissibleinevidenceinanyactionorproceeding,andshallbebindinguponHoldings,andconclusiveforthepurposeofestablishingtheamountoftheObligations.ThisGuarantyshallnotbeaffectedbythegenuineness,validity,regularityorenforceability of theObligations orany instrumentor agreementevidencing anyObligations, orby theexistence,validity,enforceability,perfection,non-perfectionorextentofanycollateraltherefor,orbyanyfactorcircumstancerelatingtotheObligationswhichmightotherwiseconstituteadefensetotheobligationsofHoldingsunderthisGuaranty,andHoldingsherebyirrevocablywaivesanydefensesitmay now haveor hereafteracquire inany way relatingto anyor allof the foregoing.

Section 10.02Rights of Lenders. Holdings consents and agrees that the Secured Partiesmay,atanytimeandfromtimetotime,withoutnoticeordemand,andwithoutaffectingtheenforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge,accelerateorotherwisechangethetimeforpaymentorthetermsoftheObligationsoranypartthereof;

(b)take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any securityfor the payment of this Guaranty or any Obligations; (c) apply such security and direct the order ormannerofsalethereofastheAdministrativeAgentandtheLendersintheirsolediscretionmaydetermine; and (d) release or substitute one or more of any endorsers or other guarantors of any of theObligations. Without limiting the generality of the foregoing, Holdings consents to the taking of, orfailure to take, any action which might in any manner or to any extent vary the risks of Holdings underthis Guarantyor which,butfor thisprovision, mightoperateas adischarge ofHoldings.

Section 10.03Certain Waivers. Holdings waives (a) any defense arising by reason ofany disability or other defense of the Borrowers or any other Guarantor, or the cessation from any causewhatsoever (including any act or omission of any Secured Party) of the liability of the Borrowers; (b) anydefense based on any claim that Holdings’ obligations exceed or are more burdensome than those of theBorrowers; (c) the benefit of any statute of limitations affecting Holdings’ liability hereunder; (d) anyright to proceed against the Borrowers, proceed against or exhaust any security for the Obligations, orpursueanyotherremedyinthepowerofanySecuredPartywhatsoever;(e)anybenefitofandanyrightto participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extentpermitted by law, any and all other defenses or benefits that may be derived from or afforded byapplicablelawlimitingtheliabilityoforexoneratingguarantorsorsureties.Holdingsexpresslywaives all setoffs and counterclaims and all presentments, demands for payment or performance, notices ofnonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices ordemands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptanceof this Guaranty or of the existence, creation or incurrence of new or additional Obligations. As providedbelow, this Guaranty shall be governed by, and construed in accordance with, the laws of the State ofNewYork.

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Section 10.04ObligationsIndependent.TheobligationsofHoldingshereunderarethose of primary obligor, and not merely as surety, and are independent of the Obligations and theobligations of any other guarantor, and a separate action may be brought against Holdings to enforce thisGuaranty whetheror notthe Borrowersorany otherperson orentity isjoinedas aparty.

Section 10.05Subrogation.Holdingsshallnotexerciseanyrightofsubrogation,contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under thisGuarantyuntilalloftheObligationsandanyamountspayableunderthisGuarantyhavebeenindefeasibly paid and performed in full and the Revolving Credit Commitments and the Revolving CreditFacility is terminated. If any amounts are paid to Holdings in violation of the foregoing limitation, thensuch amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to theSecured Partiesto reducetheamount oftheObligations, whethermaturedor unmatured.

Section 10.06Termination;Reinstatement.ThisGuarantyisacontinuingandirrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effectuntil all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full incash and the Revolving Credit Commitments and the Revolving Credit Facility with respect to theObligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force andeffect or be revived, as the case may be, if any payment by or on behalf of the Borrowers or Holdings ismade, or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and suchpayment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to befraudulent or preferential, set aside or required (including pursuant to any settlement entered into by anyof the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, inconnection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment hadnotbeenmadeorsuchsetoffhadnotoccurredandwhetherornottheSecuredPartiesareinpossessionof or have released this Guaranty and regardless of any prior revocation, rescission, termination orreduction.TheobligationsofHoldingsunderthisparagraphshallsurviveterminationofthisGuaranty.

Section 10.07Subordination.Holdingsherebysubordinatesthepaymentofallobligations and indebtedness of the Borrowers owing to Holdings, whether now existing or hereafterarising, including but not limited to any obligation of the Borrowers to Holdings as subrogee of theSecuredPartiesorresultingfromHoldings’performanceunderthisGuaranty,totheindefeasiblepayment in full in cash of all Obligations. If the Secured Parties so request, any such obligation orindebtedness of the Borrowers to Holdings shall be enforced and performance received by Holdings astrustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties onaccount of the Obligations, but without reducing or affecting in any manner the liability of Holdingsunder this Guaranty.

Section 10.08StayofAcceleration.IfaccelerationofthetimeforpaymentofanyoftheObligationsisstayed,inconnectionwithanycasecommencedby oragainstHoldingsortheBorrowers under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable byHoldingsimmediately upon demand by the SecuredParties.

Section 10.09Condition of the Borrowers. Holdings acknowledges and agrees that ithas the responsibility for, and has adequate means of, obtaining from the Borrowers and any otherguarantor such information concerning the financial condition, business and operations of the Borrowersand any such other guarantor as Holdings requires, and that none of the Secured Parties has any duty, andHoldings is not relying on the Secured Parties at any time, to disclose to Holdings any informationrelating tothebusiness,operationsorfinancial condition of the Borrowers or any other guarantor(Holdings waiving any duty on the part of the Secured Parties to disclose such information and anydefense relating to the failure to providethe same).

ARTICLE XI

MISCELLANEOUS

Section 11.01Amendments, Etc.Subject to Section 3.03(c), no amendment or waiverof any provision of this Agreement or any other Loan Document, and no consent to any departure by theBorrowers or any other Loan

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Party therefrom, shall be effective unless in writing signed by the RequiredLenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by theAdministrativeAgent,andeachsuchwaiverorconsentshallbeeffectiveonlyinthespecificinstanceand for the specific purpose for which given; provided, however, that no such amendment, waiver orconsentshall:

(a)extend or increase the Revolving Credit Commitment of any Lender (orreinstate any Revolving Credit Commitment terminated pursuant to Section 8.02) without the writtenconsent of such Lender;

(b)postpone any date fixed by this Agreement or any other Loan Documentfor any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due tothe Lenders (or any of them) hereunder or under such other Loan Document without the written consentof each Lender entitled to such payment;

(c)reduce the principal of, or the rate of interest (other than a waiver ofdefault interest) specified herein on, any Loan, or (subject to clause (ii) of the second proviso to thisSection 11.01) any fees or other amounts payable hereunder or under any other Loan Document withoutthe written consent of each Lender entitled to such amount; provided, however, that only the consent ofthe RequiredLenders shallbe necessaryto amendthe definitionof “DefaultRate”;

(d)change Section 2.15 or Section 8.03 in a manner that would alter the prorata sharing of payments required thereby without the written consent of each Lender adversely affectedthereby;

(e)change any provision of this Section 11.01 or the definition of “RequiredLenders,” without the written consent ofeach Lender;

(f)change the definition of the term “Borrowing Base” or any componentdefinition thereof is as a result thereof the amounts available to be borrowed by the Borrowers would beincreased;provided thattheforegoing shallnotlimitthediscretion of the Administrative Agent tochange, establish or eliminate eligibilitycriteria or Reserves;

(g)modify the definition of Permitted Overadvances so as to increase theamount thereof or, except as provided in such definition, the time period for a Permitted Overadvancewithout the written consent of each Lender;

(h)subordinatetheObligationshereunderor,exceptpursuanttotheIntercreditorAgreementandSection9.10(c),theLiensgrantedhereunderorunderthe other LoanDocuments, to any other Indebtedness or Liens, as the case may be, without the written consent of eachLender.

(i)except for releases of Collateral in accordance with the provisions ofSection 9.10 hereof, release all or substantially all of the Collateral in any transaction or series of relatedtransactions, without the written consent ofeach Lender;

(j)except for releases of a Guarantor in accordance with the provisions ofSection 9.10 hereof, release all or substantially all of the Guarantors, without the written consent of eachLender; or

(k)waiveanyconditionsetforthinSection4.01,withoutthewritten consentofeachLender;

and provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by theAdministrative Agent, the Co-Collateral Agent, the Issuing Lender and/or the Swing Line Lender inaddition to the Lenders required above, affect the rights or duties of the Administrative Agent, theCo-Collateral Agent, the Issuing Lender and/or the Swing Line Lender in their capacities as such underthis Agreement or any other Loan Document, (ii) the Administrative Agent Fee Letter may be amended,or rights or privileges thereunder waived, in a writing executed only by the parties

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thereto and (iii)notwithstanding anything to the contrary, any amendment, waiver or modification of Section 7.12 orSection 8.02 (or terms or definitions that as amended, waived or modified only affect Section 7.12 orSection 8.02) shall require the consent of the Required Lenders and shall not require the consent of anyother Lender.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have anyright to approve or disapprove any amendment, waiver or consent hereunder, except that the RevolvingCredit Commitment of such Lender may not be increased or extended without the consent of such Lenderand any waiver, amendment or modification requiring the consent of all Lenders or each affected LenderthataffectsanyDefaultingLendermoreadverselythanotheraffectedLendersshallrequiretheconsentof such Defaulting Lender.

If any Lender does not consent to a proposed amendment, waiver, consent or release withrespecttoany LoanDocumentthatrequires the consent of each Lender and that has been approved bythe Required Lenders, the Parent Borrower may replace such non-consenting Lender in accordance withSection11.13;providedthatsuchamendment,waiver,consentorreleasecanbeeffectedasaresultofthe assignment contemplated by such Section (together with all other such assignments required by theParent Borrower to be made pursuantto this paragraph).

Notwithstanding the foregoing, (i) this Agreement, including this Section 11.01, and theother Loan Documents may be amended (or amended and restated) pursuant to Section 2.08 in order toadd Revolving Credit Commitment Increases to this Agreement and (a) to permit the extensions of creditfrom time to time outstanding thereunder and the accrued interest and fees in respect thereof to shareratably in the benefits of this Agreement and the other Loan Documents with the Revolving Credit Loansandtheaccruedinterestandfeesinrespectthereof,(b)toincludeappropriatelytheLendersholdingsuch credit facility in any determination of the required consent of the Lenders pursuant to this Section 11.01,and (c) to amend any other provision of the Loan Documents so that the terms of any IncrementalAmendment are appropriately incorporated (including this Section 11.01) and (ii) this Agreement may beamended with the consent of only the Issuing Lender and the Borrowers in order to add an additionalinitial Issuing Lenderto issue Lettersof Credit onthe terms setforth herein.

Section11.02Notices;Effectiveness;ElectronicCommunications.

(a)NoticesGenerally.(i)Exceptinthecaseofnoticesandothercommunicationsexpresslypermittedtobegivenbytelephone(andexceptasprovidedinsubsection(b)below),allnoticesandothercommunicationsprovidedforhereinshallbeinwriting andshallbedeliveredbyhandorovernightcourierservice,mailedbycertifiedorregisteredmailorsentbyfacsimileorelectronicmailasfollows,andallnoticesandothercommunicationsexpressly permittedhereundertobe givenby telephoneshall bemade tothe applicabletelephone number,as follows:

(ii)if to Holdings, any Borrower or the Administrative Agent, to theaddress, facsimile number, electronic mail address or telephone number specified for such PersononSchedule 11.02 annexed to AmendmentNo.4;and

(iii)iftoanyotherLender,totheaddress,facsimilenumber,electronic mailaddress ortelephonenumber specifiedin itsLenderAddendum.

Notices sent by hand or overnight courier service, or mailed by certified or registeredmail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed tohave been given when sent (except that, if not given during normal business hours for the recipient, shallbe deemed to have been given at the opening of business on the next Business Day for the recipient).Notices delivered through electronic communications to the extent provided in subsection (b) below shallbe effective as provided in such subsection(b).

(b)Electronic Communications. Notices and other communications to theLenders hereunder may be delivered or furnished by electronic communication (including e-mail, FpMLand Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; providedthat the foregoing shall not apply to

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notices to any Lender pursuant to Article II if such Lender hasnotifiedtheAdministrativeAgentthatitisincapableofreceivingnoticesundersuchArticlebyelectronic communication. The Administrative Agent, the Swing Line Lender, any Issuing Lender or theParentBorrower(onbehalfoftheBorrowers)mayeach,initsdiscretion,agreetoacceptnoticesandother communications to it hereunder by electronic communications pursuant to procedures approved byit;providedthatapprovalofsuchproceduresmaybelimitedtoparticularnoticesorcommunications.

UnlesstheAdministrativeAgentotherwiseprescribes,(i)noticesandothercommunications sent to an e-mail address shall be deemed received upon the sender’s receipt of anacknowledgement from the intended recipient (such as by the “return receipt requested” function, asavailable, return e-mail or other written acknowledgement), and (ii) notices or communications posted toanInternet or intranet website shall be deemed received upon the deemed receipt by the intendedrecipient at its e-mail address as described in the foregoing clause (i) of notification that such notice orcommunicationisavailableandidentifyingthewebsiteaddresstherefor;providedthat,forbothclauses (i)and (ii), if such notice, email or other communication is not sent during the normal business hours ofthe recipient, such notice, email or communication shall be deemed to have been sent at the opening ofbusiness on the next business day forthe recipient.

(c)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “ASAVAILABLE.”THEAGENTPARTIES(ASDEFINEDBELOW)DONOTWARRANTTHEACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OFTHE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONSFROMTHE BORROWER MATERIALS.NO WARRANTY OF ANY KIND, EXPRESS, IMPLIEDOR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR APARTICULARPURPOSE,NON-INFRINGEMENTOF THIRD PARTY RIGHTS OR FREEDOMFROMVIRUSESOROTHERCODEDEFECTS,ISMADEBYANYAGENTPARTYINCONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall theAdministrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability toHoldings, the Borrowers, any Loan Parties, any Lender or any other Person for losses, claims, damages,liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrowers’ ortheAdministrativeAgent’stransmissionofBorrowerMaterialsthroughthePlatform,anyotherelectronic messaging service orthrough theInternet, exceptto theextentthat such losses, claims,damages, liabilities or expenses are determined by a court of competent jurisdiction by a final andnonappealable judgment to have resulted from the gross negligence or willful misconduct of such AgentParty; provided, however, that in no event shall any Agent Party have any liability to Holdings, theBorrowers, any Lender or any other Person for indirect, special, incidental, consequential or punitivedamages (as opposed to direct or actualdamages).

(d)ChangeofAddress,Etc.EachofHoldings,theBorrowersandtheAdministrative Agent may change their addresses, facsimile or telephone numbers for notices and othercommunications hereunder by notice to the other parties hereto. Each other Lender may change itsaddress, facsimile or telephone number for notices and other communications hereunder by notice to theParentBorrower,andtheAdministrativeAgent.Inaddition,eachLenderagreestonotifytheAdministrative Agent from time to time to ensure that the Administrative Agent has on record (i) aneffective address, contact name, telephone number, facsimile number and electronic mail address towhichnoticesandothercommunicationsmaybesentand(ii)accuratewireinstructionsforsuchLender.

(e)ReliancebyAdministrativeAgentandLenders.TheAdministrativeAgent and the Lenders shall be entitled to rely and act upon any notices (including telephonic CommittedLoan Notices, Conversion/Continuation Notices and Applications) purportedly given by or on behalf ofthe Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete orwere not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, asunderstood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify theAdministrative Agent, each Lender and the Related Parties of each of them from all losses, costs,expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by oron behalf of the Borrowers. All telephonic notices to and other telephonic communications with theAdministrativeAgentmay be recorded by the Administrative Agent, and each of the parties heretohereby consents to such recording.

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Section 11.03No Waiver; Cumulative Remedies. No failure by any Lender or theAdministrative 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; norshall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any otheror 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, arecumulative andnotexclusiveofanyrights, remedies,powersandprivilegesprovidedbylaw.

Section11.04Expenses;Indemnity;DamageWaiver.

(a)CostsandExpenses.TheBorrowersshallpay(i)allreasonableout-of-pocket and documented expenses incurred by the Administrative Agent, the Co-Collateral AgentandtheirrespectiveAffiliates(includingthereasonablefees,chargesanddisbursementsofcounselforthe Administrative Agent, the Co-Collateral Agent and the charges of SyndTrak), in connection with thesyndication of the credit facility provided for herein, the preparation, negotiation, execution, delivery andadministration of this Agreement and the other Loan Documents or any amendments, modifications orwaivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby orthereby shall be consummated), and (ii) all out-of-pocket and documented expenses incurred by theAdministrativeAgent,theCo-CollateralAgentoranyLender(includingthefees,chargesanddisbursements of any counsel for the Administrative Agent, Co-Collateral Agent or any Lender), inconnectionwiththeenforcementor,inthecaseoftheAdministrativeAgent,protectionofitsrights(A)in connection with this Agreement and the other Loan Documents, including its rights under this Section11.04, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all suchout-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of suchLoans.

(b)Indemnification by the Borrowers. The Borrowers shall indemnify theAdministrative Agent (and any sub-agent thereof), the Co-Collateral Agent, the Joint Lead Arrangers, theIssuing Lender, the Swing Line Lender, each Lender, and each Related Party of any of the foregoingPersons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmlessfrom, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges anddisbursements of any counsel for any Indemnitee) incurred by any Indemnitee or asserted against anyIndemnitee by any Person (including the Borrowers or any other Loan Party) other than such Indemniteeand its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery ofthis Agreement, any other Loan Document or any agreement or instrument contemplated hereby orthereby, the performance by the parties hereto of their respective obligations hereunder or thereunder ortheconsummationofthetransactionscontemplatedherebyorthereby,or,inthecaseoftheAdministrative Agent (and any sub-agent thereof), the Co-Collateral Agent and their respective RelatedParties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letterof Credit, or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence orRelease of Hazardous Materials on, at, under or from any property owned, leased or operated by theParentBorrowerorany ofitsSubsidiaries,orany EnvironmentalLiability relatedinany way to theParentBorroweroranyofitsSubsidiaries,or(iv)anyactualorprospectiveclaim,litigation,investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any othertheory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless ofwhetheranyIndemniteeisapartythereto;providedthatsuchindemnityshallnot,astoanyIndemnitee,beavailabletotheextentthatsuchlosses,claims,damages,liabilitiesorrelatedexpenses(x) aredetermined by a court of competent jurisdiction by final and nonappealable judgment to have resultedfrom the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought bythe Borrowers or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’sobligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party hasobtained a final and nonappealable judgment in its favor on such claim as determined by a court ofcompetentjurisdiction.

(c)Reimbursement by Lenders. To the extent that the Borrowers for anyreason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to bepaid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender or the Swing LineLenderorany RelatedParty ofany oftheforegoing,eachLenderseverally agreestopay totheAdministrative Agent (or any such sub-agent), such Issuing Lender, the Swing Line Lender or suchRelated Party, as the case may be, such Lender’s Applicable Percentage

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(determined as of the time thattheapplicableunreimbursedexpenseorindemnitypaymentissought)ofsuchunpaidamount;providedthattheunreimbursed expenseorindemnified loss, claim, damage, liability or related expense, as thecase may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in itscapacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent(or any such sub-agent), Issuing Lender or the Swing Line Lender in connection with such capacity. TheobligationsoftheLendersunderthissubsection(c)aresubjecttotheprovisionsofSection2.14(d).

(d)WaiverofConsequentialDamages,Etc. To the fullest extent permittedbyapplicablelaw,theBorrowersshallnotassert,andherebywaive,anyclaimagainstanyIndemnitee,on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct oractual damages) arising out of, in connection with, or as a result of, this Agreement, any other LoanDocument or any agreement or instrument contemplated hereby, the transactions contemplated hereby orthereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) aboveshall be liable for any damages arising from the use by unintended recipients of any information or othermaterials distributed to such unintended recipients by such Indemnitee through telecommunications,electronic or other information transmission systems in connection with this Agreement or the other LoanDocuments or the transactions contemplated hereby or thereby other than for direct or actual damagesresulting from thegrossnegligenceorwillfulmisconduct of such Indemnitee as determined by a finaland nonappealable judgment ofa court of competentjurisdiction.

(e)Payments. All amounts due under this Section 11.04 shall be payable notlater than ten Business Days after demandtherefor.

(f)Survival.TheagreementsinthisSection11.04andtheindemnityprovisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the replacementofanyLender,theterminationoftheAggregateCommitmentsandtherepayment,satisfactionordischarge of all the other Obligations.

Section 11.05Payments Set Aside. To the extent that any payment by or on behalf ofthe Borrowers is made to the Administrative Agent or any Lender, or the Administrative Agent or anyLender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof issubsequently invalidated,declaredtobefraudulentorpreferential,setasideorrequired (includingpursuanttoanysettlemententeredintobytheAdministrativeAgentorsuchLenderinitsdiscretion)tobe repaid to a trustee, receiver or any other party, in connection with any proceeding under any DebtorRelief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originallyintended to be satisfied shall be revived and continued in full force and effect as if such payment had notbeenmadeorsuchsetoffhadnotoccurred,and(b)eachLenderseverallyagreestopaytotheAdministrativeAgentupondemanditsapplicableshare(withoutduplication)ofanyamountsorecovered from orrepaid by theAdministrativeAgent, plusinterestthereon from thedateofsuchdemand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from timeto time in effect. The obligations of the Lenders under clause (b) of the preceding sentence shall survivethe payment infull of theObligations andthe termination ofthis Agreement.

Section11.06SuccessorsandAssigns.

(a)Successors and Assigns Generally. The provisions of this Agreementshall be binding upon and inure to the benefit of the parties hereto and their respective successors andassigns permitted hereby (including any affiliate of the Issuing Lender that issues any Letter of Credit orthat causes any Letter of Credit to be issued), except that none of the Borrowers and the other LoanPartiesmay assign orotherwise transferany ofitsrights orobligationshereunder without the priorwritten consent of the Administrative Agent and each Lender and no Lender may assign or otherwisetransferanyofitsrightsorobligationshereunderexcept(i)toanassigneeinaccordancewiththe provisions of Section 11.06(b), (ii) by way of participation in accordance with the provisions of Section11.06(d),or(iii)bywayofpledgeorassignmentofasecurityinterestsubjecttotherestrictionsofSection 11.06(f) (and any other attempted assignment or transfer by any party hereto shall be null andvoid). 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 theextent provided in Section 11.06(d) and, to the extent expressly contemplated

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hereby, the Related Partiesof each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim underor byreason of this Agreement.

(b)Assignments by Lenders. Any Lender may at any time assign to one ormore assignees all or a portion of its rights and obligations under this Agreement (including all or aportion of its Revolving Credit Commitment(s) and the Loans at the time owing to it); provided that anysuch assignment shall be subjectto the following conditions:

(i)Minimum Amounts. In the case of an assignment of the entireremaining amount of the assigning Lender’s Revolving Credit Commitment and the Loans at thetime owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or anApproved Fund, no minimum amount need be assigned; and in any case not described in Section11.06(b)(i), the aggregate amount of the Revolving Credit Commitment (which for this purposeincludes Loans outstanding thereunder) or, if the Revolving Credit Commitment is not then ineffect, theprincipaloutstanding balance oftheLoansoftheassigning Lender subject to eachsuch assignment, determined as of the date the Assignment and Assumption with respect to suchassignment is delivered to the Administrative Agent or, if “Trade Date” is specified in theAssignmentandAssumption,asoftheTradeDate,shallnotbelessthan$5,000,000forRevolving Credit Facility assignments, unless each of the Administrative Agent and, so long asnoEventofDefaulthasoccurredandiscontinuing,theParentBorrowerotherwiseconsents(eachsuchconsentnottobeunreasonablywithheldordelayed);provided,however,thatconcurrent assignments to members of an Assignee Group and concurrent assignments frommembers of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee andmembersofitsAssigneeGroup)willbetreatedasasingleassignmentforpurposesofdeterminingwhethersuchminimumamounthasbeenmet;

(ii)Proportionate Amounts. Each partial assignment shall be madeasanassignmentofaproportionatepartofalltheassigningLender’srightsandobligationsunderthisAgreementwithrespecttotheLoansortheRevolvingCreditCommitmentassigned;

(iii)RequiredConsents.Noconsentshallberequiredforanyassignment exceptto theextentrequired by Section 11.06(b)(i)and,in addition:

(1)the consent of the Parent Borrower (such consent not tobeunreasonably withheld or delayed) shall be required unless (1) an Event of Defaulthasoccurredandiscontinuingatthetimeofsuchassignmentor(2)suchassignmentisto a Lender, an Affiliate of a Lender or an Approved Fund; provided that the ParentBorrowershallbedeemedtohaveconsentedtoanysuchassignmentunlessitshallobject thereto by written notice to the Administrative Agent within ten (10) BusinessDays after having received notice thereof;

(2)the consent of the Administrative Agent (such consentnot to be unreasonably withheld or delayed) shall be required for assignments in respectof (i) any Revolving Credit Commitment if such assignment is to a Person that is not aLenderwithaRevolvingCreditCommitment,anAffiliateofLenderoranApproved FundwithrespecttosuchLenderor(ii)anyLoantoaPersonthatisnotaLender,anAffiliate of a Lender or anApproved Fund; and

(3)the consent of the Issuing Lender and the Swing LineLendershallberequiredforassignmentsinrespectofanyRevolvingCreditCommitments.

(iv)Assignment and Assumption. The parties to each assignmentshall execute and deliver to the Administrative Agent an Assignment and Assumption, togetherwith a registration and processing fee of $3,500 (treating multiple, simultaneous assignments byortotwoormoreApprovedFundsasasingleassignment);provided,however,thattheAdministrative Agent may, in its sole discretion, elect to waive such

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processing and recordationfee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to theAdministrativeAgenta Lender Addendum.

(v)No Assignment to Natural Persons. No such assignment shall bemade to a natural person (or a holding company, investment vehicle or trust for, or owned andoperated for the primary benefit ofa natural Person).

(vi)No Assignment to Parent Borrower, etc. No such assignmentshallbemadetotheParentBorroweroranyoftheParentBorrower’sAffiliatesorSubsidiaries.

(vii)No Assignment to Disqualified Institutions. No such assignmentshall be made to any Disqualified Institution.

Subject to acceptance and recording thereof by the Administrative Agent pursuant tosubsection (c) of this Section 11.06, from and after the effective date specified in each Assignment andAssumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interestassigned by such Assignment and Assumption, have the rights and obligations of a Lender under thisAgreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by suchAssignmentandAssumption,bereleasedfromitsobligationsunderthisAgreement(and,inthecaseofan Assignment and Assumption covering all of the assigning Lender’s rights and obligations under thisAgreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits ofSections3.01,3.04,3.05and 11.04 with respect to facts and circumstances occurring prior to theeffective date of such assignment). Upon request, the Parent Borrower (at its expense) shall execute anddeliver a Note or Notes to the assignee Lender. Any assignment or transfer by a Lender of rights orobligations under this Agreement that does not comply with this subsection shall be treated for purposesof this Agreement as a sale by such Lender of a participation in such rights and obligations in accordancewith Section 11.06(d).

(c)Register. The Administrative Agent, acting solely for this purpose as anagent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignmentand Assumption (or the equivalent thereof delivered in electronic form) delivered to it and a register forthe recordation of the names and addresses of the Lenders, and the Revolving Credit Commitments of,and principal and interest amounts of the Loans owing to, each Lender pursuant to the terms hereof fromtime to time (the “Register”). The entries in the Register shall be conclusive (absent manifest error), andthe Borrowers, the Administrative Agent, the Issuing Lender and the Lenders shall treat each Personwhose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for allpurposesofthisAgreement,notwithstandingnoticetothecontrary.TheRegistershallbeavailablefor inspectionbytheBorrowers,theIssuingLenderandanyLender,atanyreasonabletimeandfromtimetotime upon reasonable prior notice.

(d)Participations. Any Lender may at any time, without the consent of, ornotice to, the Parent Borrower or the Administrative Agent, sell participations to any Person (other than anatural person (or a holding company, investment vehicle or trust for, or owned and operated for theprimary benefit of a natural Person), a Disqualified Institution or the Borrowers or any of the Borrowers’Subsidiaries)(each, a“Participant”)in allor a portion of such Lender’s rights and/or obligations underthis Agreement (including all or a portion of its Revolving Credit Commitment and/or the Loans owing toit); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) suchLender shall remain solely responsible to the other parties hereto for the performance of such obligationsand (iii) the Borrowers, the Administrative Agent, the Issuing Lender and the Lenders shall continue todeal solely and directly with such Lender in connection with such Lender’s rights and obligations underthis Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shallprovide that such Lender shall retain the sole right to enforce this Agreement and to approve anyamendment, modification or waiver of any provision of this Agreement; provided that such agreement orinstrument may provide that such Lender will not, without the consent of the Participant, agree to anyamendment, waiver or other modification described in the first proviso to Section 11.01 that affects suchParticipant.Subjecttosubsection(e)ofthisSection11.06,theBorrowersagreethateachParticipantshallbeentitledtothebenefitsofSections3.01,3.04and3.05(subjecttothelimitationsandrequirementsofsuch

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sections,includingSection3.01(e))tothesameextentasifitwereaLenderandhad acquired its interest by assignment pursuant to Section 11.06(b). To the extent permitted by law, eachParticipant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided thatsuch Participant agrees to be subject to Section 2.15 as though it were a Lender. Each Lender that sellsparticipations to a Participant, acting solely for this purpose as a non-fiduciary agent of the Borrowers,shall maintain a register of all such Participants. The entries in the Participant register shall be conclusive(absentmanifesterror),andtheBorrowersandtheLendersshalltreateachPersonwhosenameisrecorded in the Participant register pursuant to the terms hereof as a Participant for all purposes of thisAgreement,notwithstandingnoticetothecontrary.IfrequestedbytheBorrowers,eachLendershall,upon reasonable notice, permit a bona fide external tax advisor selected by the Parent Borrower (the“Advisor”)toperiodicallyreviewitsParticipantRegistertoconfirmthatsuchregisterisbeingmaintained in accordance with the applicable Treasury Regulations; provided that the Advisor shallmaintain the confidentiality of all information contained in the Participant Registers and shall not shareany such information with the Borrowers except as may be required by the Borrowers in connection withany income tax audit or other income tax proceeding of the Borrowers or to comply with any taxwithholding or reporting obligations. For the avoidance of doubt, each Lender shall be responsible for theindemnity underSection11.04(c)withoutregard tothe existenceof anyparticipation.

(e)Limitations upon Participant Rights. A Participant shall not be entitled toreceive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have beenentitled to receive with respect to the participation sold to such Participant, except to the extent suchentitlement to a greater payment resulted from a Change in Law occurring after the Participant became aParticipant.

(f)Certain Pledges. Any Lender may at any time pledge or assign a securityinterest in all or any portion of its rights under this Agreement (including under its Note(s), if any) tosecure obligations of such Lender, including any pledge or assignment to secure obligations to a FederalReserve Bank; provided that no such pledge or assignment shall release such Lender from any of itsobligationshereunderorsubstituteanysuchpledgeeorassigneeforsuchLenderasapartyhereto.

(g)Electronic Execution of Assignments. The words “execution,” “signed,”“signature,” and words of like import in any Assignment and Assumption shall be deemed to includeelectronicsignaturesorthekeepingofrecordsinelectronicform,eachofwhichshallbeofthesamelegal effect, validity or enforceability as a manually executed signature or the use of a paper-basedrecordkeeping system, as the case may be, to the extent and as provided for in any applicable law,including the Federal Electronic Signatures in Global and National Commerce Act, the New York StateElectronic Signatures and Records Act, or any other similar state laws based on the Uniform ElectronicTransactionsAct.

Section 11.07TreatmentofCertainInformation;Confidentiality.EachoftheAdministrative Agent and the Lenders agrees to maintain the confidentiality of the Information (asdefined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’respective partners, directors, officers, employees, agents, advisors and representatives (so long as thePersons to whom such disclosure is made are informed of the confidential nature of such Information andagree in writing or are otherwise obligated to keep such Information confidential), (b) to the extentrequestedbyany regulatory authority purporting tohavejurisdictionoveritoritsRelatedParties(includinganyself-regulatoryauthority,suchastheNationalAssociationofInsuranceCommissioners),

(c)totheextentrequiredbyapplicablelawsorregulationsorbyanysubpoenaorsimilarlegalprocess,

(d)to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under anyotherLoanDocumentoranyactionorproceedingrelatingtothisAgreementoranyotherLoanDocument or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containingprovisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, orany prospective assignee of or Participant in, any of its rights or obligations under this Agreement(provided that any such assignee or Participant is advised of and agrees to be bound by the provisions ofthisSection11.07)or(ii)anyactualorprospectivecounterparty (oritsadvisors)

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toany swaporderivative transaction relating to the Borrowers and their obligations, (g) with the written consent of theParentBorrower,(h)totheextentsuchInformation(i)becomespubliclyavailableotherthanasaresultofa breach ofthis Section 11.07 or(ii)becomes available to the Administrative Agent, any Lender orany of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers, or (i)on a confidential basis to any rating agency.

For purposes of this Section 11.07, “Information” means all information received fromany Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or theirrespectivebusinesses,otherthananysuchinformationthatisavailabletotheAdministrativeAgentorany Lender on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof;provided that, in the case of information received from a Loan Party or any such Subsidiary after the datehereof, such information is clearly identified at the time of delivery as confidential. Any Person requiredto maintain the confidentiality of Information as provided in this Section 11.07 shall be considered tohave complied with its obligation to do so if such Person has exercised the same degree of care tomaintain the confidentiality of such Information as such Person would accord to its own confidentialinformation.

Each of the Administrative Agent and the Lenders acknowledges that (a) the Informationmay include material non-public information concerning the Parent Borrower or a Subsidiary, as the casemay be, (b) it has developed compliance procedures regarding the use of material non-public informationand (c) it will handle such material non-public information in accordance with applicable Law, includingFederal and state securities Laws.

Section 11.08RightofSetoff.IfanEventofDefaultshallhaveoccurredandbecontinuing, each Lender and each of its respective Affiliates is hereby authorized at any time and fromtimetotime,tothefullestextentpermittedbyapplicablelaw,tosetoffandapplyanyandalldeposits

(general or special, time or demand, provisional or final, in whatever currency) at any time held and otherobligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for thecreditortheaccountoftheBorrowersoranyotherLoanPartyagainstanyandalloftheobligationsofthe Borrowers or such Loan Party now or hereafter existing under this Agreement or any other LoanDocument to such Lender, irrespective of whether or not such Lender shall have made any demand underthisAgreementoranyotherLoanDocumentandalthoughsuchobligationsoftheBorrowersorsuchLoan Party may be contingent or unmatured or are owed to a branch or office of such Lender differentfrom the branch or office holding such deposit or obligated on such indebtedness; provided that in theevent that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall bepaidoverimmediatelytotheAdministrativeAgentforfurtherapplicationinaccordancewiththeprovisions of Section 2.24 and, pending such payment, shall be segregated by such Defaulting Lenderfrom 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 describinginreasonabledetailtheObligationsowingtosuchDefaultingLenderastowhichitexercisedsuchrightofsetoff.TherightsofeachLenderanditsrespectiveAffiliatesunderthisSection11.08areinadditionto other rights and remedies (including other rights of setoff) that such Lender or its respective Affiliatesmay have. Each Lender agrees to notify the Parent Borrower and the Administrative Agent promptly afteranysuchsetoffandapplication;providedthatthefailuretogivesuchnoticeshallnotaffectthevalidityof such setoff and application.

Section 11.09InterestRateLimitation.Notwithstandinganythingtothecontrarycontained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shallnot exceed the maximum rate of non-usurious interest permitted by applicable Law (the “MaximumRate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds theMaximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds suchunpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged,orreceivedbytheAdministrativeAgentoraLenderexceedstheMaximumRate,suchPersonmay,tothe 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,andspreadinequalorunequalpartsthetotalamountofinterestthroughoutthe contemplated term of the Obligationshereunder.

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Section 11.10Counterparts;Integration;Effectiveness.ThisAgreementmaybeexecuted in counterparts (and by different parties hereto in different counterparts), each of which shallconstitute an original, but all of which when taken together shall constitute a single contract. ThisAgreement and the other Loan Documents constitute the entire contract among the parties relating to thesubject matter hereof and supersede any and all previous agreements and understandings, oral or written,relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall becomeeffective when it shall have been executed by the Administrative Agent and when the AdministrativeAgentshallhavereceivedcounterpartshereofthat,whentakentogether,bearthesignaturesofeachofthe other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or of aLender Addendum by telecopy shall be effective as delivery of a manually executed counterpart of thisAgreement.

Section 11.11SurvivalofRepresentationsandWarranties.Allrepresentationsandwarranties made hereunder and in any other Loan Document or other document delivered pursuant heretoor thereto or in connection herewith or therewith shall survive the execution and delivery hereof andthereof.Suchrepresentationsandwarrantieshavebeen or will be relied upon by the AdministrativeAgent and each Lender, regardless of any investigation made by the Administrative Agent or any LenderorontheirbehalfandnotwithstandingthattheAdministrativeAgentorany Lendermayhavehadnotice

orknowledgeofanyDefaultatthetimeofanyCreditExtension,andshallcontinueinfullforceandeffect aslongasanyLoanoranyotherObligationhereundershallremain unpaidorunsatisfied.

Section 11.12Severability.IfanyprovisionofthisAgreementortheotherLoanDocuments is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability ofthe remaining provisions of this Agreement and the other Loan Documents shall not be affected orimpairedthereby and(b)thepartiesshallendeavoringood faith negotiations to replace the illegal,invalid or unenforceable provisions with valid provisions the economic effect of which comes as close aspossible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in aparticularjurisdictionshallnotinvalidateorrenderunenforceablesuchprovisioninanyotherjurisdiction.

Section 11.13Replacement of Lenders. If any Lender requests compensation underSection 3.04, or if the Borrowers are required to pay any additional amount to any Lender or anyGovernmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives anotice pursuant to Section 3.02, if any Lender is a Defaulting Lender or if any other circumstance existshereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the ParentBorrowermay,attheBorrowers’soleexpenseandeffort,uponnoticetosuchLenderandtheAdministrative Agent, require such Lender to assign and delegate, without recourse (in accordance withand subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests,rights and obligations under this Agreement and the related Loan Documents to an assignee that shallassume such obligations (which assignee may be another Lender, if a Lender accepts such assignment);provided that:

(a)theBorrowersshallhavepaidtotheAdministrativeAgenttheassignment fee specified in Section 11.06(b);

(b)such Lender shall have received payment of an amount equal to theoutstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable toit hereunder and under the other Loan Documents (including any amounts under Section 3.05) from theassignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (inthe case of all other amounts);

(c)inthecaseofanysuchassignmentresultingfromaclaimforcompensationunderSection3.04 or payments required to be made pursuant to Section 3.01, suchassignment willresult inareduction insuch compensationorpayments thereafter;and

(d)suchassignmentdoesnotconflictwithapplicableLaws.

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A Lender shall not be required to make any such assignment or delegation if, priorthereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers torequire such assignment and delegation ceaseto apply.

Section11.14GoverningLaw;Jurisdiction;Etc.

(a)GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOANDOCUMENTSANDANYCLAIMS,CONTROVERSY,DISPUTEORCAUSEOFACTION(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF ORRELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANYOTHERLOANDOCUMENT,ASEXPRESSLYSETFORTHTHEREIN)ANDTHE TRANSACTIONSCONTEMPLATEDHEREBYANDTHEREBYSHALLBEGOVERNEDBY,ANDCONSTRUEDINACCORDANCEWITH,THELAWOFTHESTATEOFNEWYORK.

(b)SUBMISSION TO JURISDICTION. EACH BORROWER AND EACHOTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILLNOTCOMMENCEANYACTION,LITIGATIONORPROCEEDINGOFANYKINDORDESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OROTHERWISE,AGAINSTTHEADMINISTRATIVEAGENT,ANYLENDER,THEISSUINGLENDER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THISAGREEMENTORANYOTHERLOANDOCUMENTORTHETRANSACTIONSRELATINGHERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEWYORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OFTHE SOUTHERN DISTRICTOFNEWYORK,AND ANY APPELLATECOURTFROMANYTHEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLYSUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS INRESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD ANDDETERMINEDINSUCHNEWYORKSTATECOURTOR,TOTHEFULLESTEXTENTPERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIESHERETOAGREESTHATAFINALJUDGMENTINANYSUCHACTION,LITIGATIONORPROCEEDINGSHALLBECONCLUSIVEANDMAYBEENFORCEDINOTHERJURISDICTIONSBY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHINGIN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHTTHATTHEADMINISTRATIVEAGENT,ANYLENDERORTHEISSUINGLENDERMAYOTHERWISEHAVETOBRINGANYACTIONORPROCEEDINGRELATINGTOTHISAGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST A BORROWER OR ANY OTHERLOANPARTYORITSPROPERTIESINTHECOURTSOFANYJURISDICTION.

(c)WAIVER OF VENUE. EACH OF THE BORROWERS AND EACHOTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLESTEXTENTPERMITTEDBY APPLICABLE LAW, ANY OBJECTION THATITMAY NOW ORHEREAFTERHAVETOTHELAYINGOFVENUEOFANYACTIONORPROCEEDINGARISINGOUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANYCOURTREFERREDTOINPARAGRAPH(b)OFTHISSECTION.EACHOFTHEPARTIESHERETOHEREBYIRREVOCABLYWAIVES,TOTHEFULLESTEXTENTPERMITTEDBYAPPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCEOFSUCHACTIONORPROCEEDINGINANYSUCHCOURT.

(d)SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLYCONSENTSTOSERVICEOFPROCESSINTHEMANNERPROVIDEDFORNOTICESINSECTION 11.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTYHERETOTOSERVEPROCESSINANYOTHERMANNERPERMITTEDBYAPPLICABLELAW.

Section 11.15WAIVEROFJURYTRIAL.EACHPARTYHERETOHEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLYOR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHERLOANDOCUMENTORTHETRANSACTIONS

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CONTEMPLATEDHEREBYORTHEREBY(WHETHERBASEDONCONTRACT,TORTORANYOTHERTHEORY).EACHPARTYHERETO

(A)CERTIFIESTHATNOREPRESENTATIVE,AGENTORATTORNEYOFANYOTHERPERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSONWOULDNOT,INTHEEVENTOFLITIGATION,SEEKTOENFORCETHEFOREGOING

WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVEBEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTSBY,AMONGOTHERTHINGS,THEMUTUALWAIVERSANDCERTIFICATIONSINTHISSECTION.

Section 11.16No Advisory or Fiduciary Responsibility. In connection with all aspectsof each transaction contemplated hereby, the Borrowers and Holdings each acknowledge and agree, andacknowledge theirrespective Affiliates’understanding, that:(i) the Revolving Credit Facility providedforhereunderandanyrelatedarrangingorotherservicesinconnectiontherewith(includinginconnectionwithanyamendment,waiverorothermodificationhereoforofanyotherLoanDocument)areanarm’s-lengthcommercialtransactionbetweentheBorrowers,HoldingsandtheirrespectiveAffiliates,ontheonehand,andtheAdministrativeAgent,theCo-CollateralAgent,theJointBookrunners,theJointLeadArrangersandtheLenders,ontheotherhand,andeachoftheBorrowersand Holdings is capable of evaluating and understanding and understands and accepts the terms, risks andconditions of the transactions contemplated hereby and by the other Loan Documents (including anyamendment,waiverorothermodificationhereoforthereof);(ii)inconnectionwiththeprocessleadingto such transaction, the Administrative Agent, the Co-Collateral Agent, the Joint Bookrunners, the JointLead Arrangers and the Lenders each are and has been acting solely as a principal and is not the financialadvisor,agentorfiduciary,fortheBorrowers,HoldingsoranyoftheirrespectiveAffiliates,stockholders, creditors or employees or any other Person; (iii) none of the Administrative Agent, theCo-CollateralAgent,theJointBookrunners, the JointLead Arrangers orthe Lenders have assumed orwill assume an advisory, agency or fiduciary responsibility in favor of the Borrowers or Holdings withrespect to any of the transactions contemplated hereby or the process leading thereto, including withrespecttoanyamendment,waiverorothermodificationhereoforofanyotherLoanDocument(irrespective of whether the Administrative Agent, the Co-Collateral Agent, the Joint Bookrunners, theJoint Lead Arrangers or the Lenders have advised or is currently advising the Borrowers, Holdings or anyof their respective Affiliates on other matters) and none of the Administrative Agent, the Co-CollateralAgent, the Joint Bookrunners, the Joint Lead Arrangers or the Lenders have any obligation to theBorrowers, Holdings or any of their respective Affiliates with respect to the transactions contemplatedhereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) theAdministrative Agent, the Co-Collateral Agent, the Joint Bookrunners, the Joint Lead Arrangers and theLenders and their respective Affiliates may be engaged in a broad range of transactions that involveinterests that differ from those of the Borrowers, Holdings and their respective Affiliates, and none of theAdministrative Agent, the Co-Collateral Agent, the Joint Bookrunners, the Joint Lead Arrangers and theLenders have any obligation to disclose any of such interests by virtue of any advisory, agency orfiduciary relationship; and (v) the Administrative Agent, the Co-Collateral Agent, the Joint Bookrunners,the Joint Lead Arrangers and the Lenders have not provided and will not provide any legal, accounting,regulatory or tax advice with respect to any of the transactions contemplated hereby (including anyamendment, waiver or other modification hereof or of any other Loan Document) and each of theBorrowers and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extentit has deemed appropriate. Each of the Borrowers and Holdings hereby waives and releases, to the fullestextent permitted by law, any claims that it may have against the Administrative Agent, the Co-CollateralAgent, the Joint Bookrunners, the Joint Lead Arrangers and the Lenders with respect to any breach oralleged breach of agency or fiduciary duty.

Section 11.17USA PATRIOT Act Notice. Each Lender that is subject to the Act (ashereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) herebynotifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act, it is required toobtain, verify and record information that identifies each Loan Party, which information includes thenameandaddressofeachLoanPartyandotherinformationthatwillallowsuchLenderortheAdministrativeAgent,asapplicable,toidentifyeachLoanParty inaccordancewiththeUSAPATRIOT

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Act.NopartoftheproceedsoftheLoansoranyLetterofCreditwillbeusedbytheLoanParties,directly or indirectly, for any payments to any governmental official or employee, political party, officialof a political party, candidate for political office, or anyone else acting in an official capacity, in order toobtain, retainordirectbusiness orobtainanyimproper advantage,inviolationof theFCPA.

Section11.18ElectronicExecutionofAssignmentsandCertainOtherDocuments.

The words “execution,” “execute”, “signed,” “signature,” and words of like import in orrelatedtoanydocumenttobesignedinconnectionwiththisAgreementandthetransactionscontemplated hereby (including without limitation Assignment and Assumptions, amendments or otherCommittedLoanNotices,Continuation/ConversionNotices,SwingLineloannotices,waiversandconsents) shall be deemed to include electronic signatures, the electronic matching of assignment termsand contract formations on electronic platforms approved by the Administrative Agent, or the keeping ofrecords in electronic form, each of which shall be of the same legal effect, validity or enforceability as amanually executed signature or the use of a paper-based recordkeeping system, as the case may be, to theextent and as provided for in any applicable law, including the Federal Electronic Signatures in Globaland National Commerce Act, the New York State Electronic Signatures and Records Act, or any othersimilar state laws based on the Uniform Electronic Transactions Act; provided that notwithstandinganything contained herein to the contrary the Administrative Agent is under no obligation to agree toacceptelectronicsignaturesinanyformorinanyformatunlessexpresslyagreedtobytheAdministrative Agent pursuant to procedures approved by it.

Section 11.19NoStrictConstruction.The parties hereto have participated jointly inthe negotiation and drafting of this Agreement. In the event an ambiguity or question of intent orinterpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and nopresumptionorburdenofproofshallarisefavoringordisfavoringanypartybyvirtueoftheauthorshipof any provisions of this Agreement.

Section 11.20Attachments.Theexhibits,schedulesandannexesattachedtothisAgreement are incorporated herein and shall be considered a part of this Agreement for the purposesstated herein, except that in the event of any conflict between any of the provisions of such exhibits andthe provisions ofthis Agreement,the provisionsof thisAgreement shallprevail.

Section 11.21Acknowledgement and Consent to Bail-In ofEEAAffectedFinancialInstitutions.SolelytotheextentanyLenderorIssuingLenderthatisanEEAAffectedFinancialInstitutionisaparty tothisAgreementandnotwithstanding anything tothecontrary inany LoanDocument or in any other agreement, arrangement or understanding among any such parties, each partyhereto acknowledges that any liability of any Lender or Issuing Lender that is an EEAAffectedFinancialInstitution arising under any Loan Document, to the extent such liability is unsecured, may be subject tothe Write-Down and Conversion Powers of an EEAthe applicableResolution Authority and agrees andconsents to, and acknowledges andagrees to be bound by:

(a)  (a)theapplicationofany Write-Down and Conversion Powersby an EEAtheapplicableResolutionAuthoritytoanysuchliabilitiesarisinghereunderwhichmaybepayableto itbyany LenderorIssuing Lenderthatis anEEAAffectedFinancial Institution;and

(b)(b)theeffectsofanyBail-InActiononanysuchliability,including,ifapplicable:

(i)(i)areductioninfullorinpartorcancellationofanysuchliability;

(ii)(ii)a conversion of all, or a portion of, such liability into shares or other instrumentsof ownership in such EEAAffectedFinancial Institution, its parent undertaking, or abridge institution that may be issued to it or otherwise conferred on it, and that suchshares or other instruments of ownership will be accepted by it in lieu of any rights withrespectto anysuchliabilityunderthisAgreementoranyotherLoanDocument;or

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(iii)(iii)the variation of the terms of such liability in connection with the exercise ofthe Write-Down andConversion Powersof any EEAapplicableResolutionAuthority.

Section 11.22Acknowledgement Regarding Any Supported QFCs(i) . To the extentthattheLoanDocumentsprovidesupport,throughaguaranteeorotherwise,foranySwapContractorany other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each suchQFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolutionpower of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title IIof the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulationspromulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC andQFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents andany Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or ofthe United States or any otherstate of the United States):

(b) 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 SupportedQFC and the benefit of such QFC Credit Support (and any interest and obligation in or under suchSupportedQFCandsuchQFCCreditSupport,andanyrightsinpropertysecuringsuchSupportedQFCor such QFC Credit Support) from such Covered Party will be effective to the same extent as the transferwould be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC CreditSupport(and any such interest, obligation and rights in property) were governed by the laws of theUnited States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of aCovered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rightsunderthe Loan Documents thatmightotherwise apply to such Supported QFC orany QFC CreditSupport that may be exercised against such Covered Party are permitted to be exercised to no greaterextent than such Default Rights could be exercised under the U.S. Special Resolution Regime if theSupported QFC and the Loan Documents were governed by the laws of the United States or a state of theUnited States. Without limitation of the foregoing, it is understood and agreed that rights and remedies ofthe parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Partywith respect to a SupportedQFC or any QFC CreditSupport.

[Remainderofpageintentionallyleftblank]

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael R. Egeck, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Leslie’s, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2021	By:	/s/ Michael R. Egeck
		Michael R. Egeck
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven M. Weddell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Leslie’s, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

(b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2021	By:	/s/ Steven M. Weddell
		Steven M. Weddell
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Leslie’s, Inc. (the “Company”) on Form 10-Q for the quarter ending April 3, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 10, 2021	By:	/s/ Michael R. Egeck
		Michael R. Egeck
		Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Leslie’s, Inc. (the “Company”) on Form 10-Q for the quarter ending April 3, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 10, 2021	By:	/s/ Steven M. Weddell
		Steven M. Weddell
		Chief Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Apr. 03, 2021	May 07, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 03, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Trading Symbol	LESL
Entity Registrant Name	LESLIE’S, INC.
Entity Central Index Key	0001821806
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--10-02
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		187,918,474
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-39667
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-8397425
Entity Address, Address Line One	2005 East Indian School Road
Entity Address, City or Town	Phoenix
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85016
City Area Code	(602)
Local Phone Number	366-3999
Title of 12(b) Security	Common stock, par value $0.001 per share
Security Exchange Name	NASDAQ

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Apr. 03, 2021	Oct. 03, 2020	Mar. 28, 2020
Current assets
Cash and cash equivalents	$ 90,328	$ 157,072	$ 11,934
Accounts and other receivables, net	41,733	31,481	30,924
Inventories	277,860	148,966	244,662
Prepaid expenses and other current assets	58,331	34,614	41,609
Total current assets	468,252	372,133	329,129
Property and equipment, net	63,632	66,391	72,169
Operating lease right-of-use assets	181,581	177,655	200,746
Goodwill and other intangibles, net	127,851	121,186	122,213
Deferred tax assets	15,293	6,583
Other assets	2,302	2,490	1,270
Total assets	858,911	746,438	725,527
Current liabilities
Accounts payable	181,524	92,372	143,197
Accrued expenses	82,338	101,167	67,091
Operating lease liabilities	55,395	54,459	59,721
Income taxes payable		1,857
Current portion of long-term debt	8,100	8,341	8,341
Total current liabilities	327,357	258,196	278,350
Deferred tax liabilities			4,273
Operating lease liabilities, noncurrent	130,496	130,234	151,059
Long-term debt, net	789,339	1,179,550	1,234,003
Other long-term liabilities	2,729	5,457	5
Total liabilities	1,249,921	1,573,437	1,667,690
Commitments and contingencies
Stockholders’ deficit
Common stock, $0.001 par value, 1,000,000,000 shares authorized and 186,884,621 issued and outstanding as of April 3, 2021 and 156,500,000 shares authorized, issued and outstanding as of October 3, 2020 and March 28, 2020, respectively.	187	157	157
Additional paid in capital (deficit)	194,605	(278,063)	(278,653)
Retained deficit	(585,802)	(549,093)	(663,667)
Total stockholders’ deficit	(391,010)	(826,999)	(942,163)
Total liabilities and stockholders’ deficit	$ 858,911	$ 746,438	$ 725,527

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Apr. 03, 2021	Oct. 03, 2020	Mar. 28, 2020
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	156,500,000	156,500,000
Common stock, shares issued	186,884,621	156,500,000	156,500,000
Common stock, shares outstanding	186,884,621	156,500,000	156,500,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Apr. 03, 2021	Mar. 28, 2020	Apr. 03, 2021	Mar. 28, 2020
Income Statement [Abstract]
Sales	$ 192,441	$ 126,377	$ 337,447	$ 249,355
Cost of merchandise and services sold	120,758	86,464	214,049	168,364
Gross profit	71,683	39,913	123,398	80,991
Selling, general and administrative expenses	70,374	56,048	147,863	115,769
Operating income (loss)	1,309	(16,135)	(24,465)	(34,778)
Other expense:
Interest expense	8,126	22,709	19,642	45,126
Loss on debt extinguishment	1,888		9,169
Other expenses, net	1,057	187	1,057	324
Total other expense	11,071	22,896	29,868	45,450
Loss before taxes	(9,762)	(39,031)	(54,333)	(80,228)
Income tax benefit	(3,310)	(9,205)	(17,624)	(24,215)
Net loss	$ (6,452)	$ (29,826)	$ (36,709)	$ (56,013)
Net loss per share
Basic and diluted	$ (0.03)	$ (0.19)	$ (0.20)	$ (0.36)
Weighted average shares outstanding
Basic and diluted	186,810	156,500	181,900	156,500

XML

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect Period of Adoption Adjustment	Common Stock	Additional Paid in Capital (Deficit)	Retained Deficit	Retained Deficit Cumulative Effect Period of Adoption Adjustment
Beginning Balance at Sep. 28, 2019	$ (887,357)	$ 12	$ 157	$ (279,848)	$ (607,666)	$ 12
Beginning Balance, Shares at Sep. 28, 2019			156,500
Equity-based compensation	1,195			1,195
Net loss	(56,013)				(56,013)
Ending Balance at Mar. 28, 2020	(942,163)		$ 157	(278,653)	(663,667)
Ending Balance, Shares at Mar. 28, 2020			156,500
Beginning Balance at Dec. 28, 2019	(912,935)		$ 157	(279,251)	(633,841)
Beginning Balance, Shares at Dec. 28, 2019			156,500
Equity-based compensation	598			598
Net loss	(29,826)				(29,826)
Ending Balance at Mar. 28, 2020	(942,163)		$ 157	(278,653)	(663,667)
Ending Balance, Shares at Mar. 28, 2020			156,500
Beginning Balance at Oct. 03, 2020	(826,999)		$ 157	(278,063)	(549,093)
Beginning Balance, Shares at Oct. 03, 2020			156,500
Issuance of shares under stock incentive plans, Shares			385
Issuance of common stock upon initial public offering, net of offering costs	458,587		$ 30	458,557
Issuance of common stock upon initial public offering, net of offering costs, Shares			30,000
Equity-based compensation	14,111			14,111
Net loss	(36,709)				(36,709)
Ending Balance at Apr. 03, 2021	(391,010)		$ 187	194,605	(585,802)
Ending Balance, Shares at Apr. 03, 2021			186,885
Beginning Balance at Jan. 02, 2021	(386,410)		$ 187	192,753	(579,350)
Beginning Balance, Shares at Jan. 02, 2021			186,619
Issuance of shares under stock incentive plans, Shares			266
Issuance of common stock upon initial public offering, net of offering costs	(99)			(99)
Equity-based compensation	1,951			1,951
Net loss	(6,452)				(6,452)
Ending Balance at Apr. 03, 2021	$ (391,010)		$ 187	$ 194,605	$ (585,802)
Ending Balance, Shares at Apr. 03, 2021			186,885

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Apr. 03, 2021	Mar. 28, 2020
Operating Activities
Net loss	$ (36,709)	$ (56,013)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	12,858	14,088
Equity-based compensation	14,111	1,195
Amortization of deferred financing costs and debt discounts	1,134	1,685
Provision for doubtful accounts	64	149
Deferred income taxes	(8,711)	3,033
(Gain) loss on disposition of assets	(1,753)	470
Loss on debt extinguishment	9,169
Changes in operating assets and liabilities:
Accounts and other receivables	(10,316)	(11,046)
Inventories	(127,814)	(93,933)
Prepaid expenses and other current assets	(23,473)	(20,063)
Other assets	228	150
Accounts payable and accrued expenses	64,332	50,829
Income taxes payable	(1,857)	(6,713)
Operating lease assets and liabilities, net	(2,728)	10,034
Net cash used in operating activities	(111,465)	(106,135)
Investing Activities
Purchases of property and equipment	(9,490)	(12,478)
Acquisitions, net of cash acquired	(6,040)	(6,188)
Proceeds from disposition of fixed assets	2,404	6
Net cash used in investing activities	(13,126)	(18,660)
Financing Activities
Borrowings on revolving commitment		181,750
Payments on revolving commitment		(131,750)
Repayment of long term debt	(392,085)	(4,170)
Issuance of long term debt	907
Payment of deferred financing costs	(9,562)
Proceeds from issuance of common stock upon initial public offering, net	458,587
Net cash provided by financing activities	57,847	45,830
Net decrease in cash and cash equivalents	(66,744)	(78,965)
Cash and cash equivalents, beginning of period	157,072	90,899
Cash and cash equivalents, end of period	90,328	11,934
Supplemental Disclosure of Cash Payments for:
Interest	27,081	44,762
Income taxes	$ 3,078	$ 2,882

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Business and Operations

6 Months Ended

Apr. 03, 2021

Accounting Policies [Abstract]

Business and Operations

Note 1—Business and Operations

Leslie’s, Inc. (“Leslie’s,” “we,” “our,” “us,” “its,” or the “Company”) is the leading direct-to-consumer pool and spa care brand. We market and sell pool and spa supplies and related products and services, which primarily consist of maintenance items such as chemicals, equipment and parts, cleaning accessories, as well as safety, recreational, and fitness-related products. We currently market our products through 940 company-operated locations in 38 states and e-commerce websites.

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Summary of Significant Accounting Policies

6 Months Ended

Apr. 03, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

We prepared the accompanying interim condensed consolidated financial statements following United States generally accepted accounting principles (“GAAP”). The financial statements include all normal and recurring adjustments that are necessary for a fair presentation of our financial position and operating results. The condensed consolidated financial statements include the accounts of Leslie’s, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated. These interim condensed consolidated financial statements and the related notes should be read in conjunction with the audited condensed consolidated financial statements and notes for the years ended October 3, 2020 and September 28, 2019.

Initial and Subsequent Public Offering

In November 2020, the Company completed an initial public offering (“IPO”) of 30.0 million shares of common stock at a public offering price of $17.00 per share for net proceeds of $458.7 million, after deducting underwriting discounts and commissions of $45.0 million and offering costs of $6.3 million. The shares of common stock sold in the IPO and the net proceeds from the IPO included the full exercise of the underwriters’ option to purchase additional shares. The Company used the net proceeds from the IPO to repay the entire outstanding amount related to its $390.0 million Senior Unsecured Notes. The remaining proceeds will be used for working capital and general corporate purposes.

In February 2021, certain of the Company’s stockholders, completed a subsequent public offering of 29.0 million shares of common stock, with a 30-day option for the underwriters to purchase up to 4.4 million additional shares of common stock, at a public offering price of $26.00 per share for net proceeds of $731.4 million, after deducting underwriting discounts and commissions of $22.6 million.  All proceeds from the sale of shares of common stock in this offering were received by the selling stockholders.

Stock Split

All share and per share information included in the accompanying condensed consolidated financial statements has been adjusted to reflect a 156,500-for-1 stock split which was effected on October 23, 2020. The par value of the common stock was not adjusted as the result of the stock split.

Fiscal Periods

We operate on a fiscal calendar that results in a fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to September 30th. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters includes 13 weeks of operations and the fourth quarter includes 14 weeks of operations. References to fiscal year 2021 refer to the fiscal year ending October 2, 2021, which contains 52 weeks, and references to fiscal year 2020 refer to the fiscal year ended October 3, 2020, which contained 53 weeks. References to the three months ended April 3, 2021 and the three months ended March 28, 2020 refer to the 13 weeks ended April 3, 2021 and March 28, 2020, respectively. References to the six months ended April 3, 2021 and the six months ended March 28, 2020 refer to the 26 weeks ended April 3, 2021 and March 28, 2020, respectively.

Use of Estimates

To prepare financial statements that conform to GAAP, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Our most significant estimates relate to the allowance for doubtful accounts, inventory obsolescence reserves, vendor programs, income taxes, self-insurance, and goodwill impairment evaluations. We continually review our estimates and make adjustments as necessary, but actual results could be significantly different from what we expected when we made these estimates.

Fair Value Measurements

As of April 3, 2021 and October 3, 2020, we held no assets that were required to be measured at fair value on a recurring basis.

Fair Value of Financial Instruments

We evaluate our financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period.

The fair value of the Term Loan due in 2028 (see Note 7) was determined to be $804.7 million as of April 3, 2021. These fair value estimates, determined to be Level 2, are subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The fair value of the interest rate cap agreements (see Note 7) was determined to be Level 2 and is included in other assets on the condensed consolidated balance sheets as of October 3, 2020. Our interest rate cap agreements expired in March 2021; consequently, we had no interest rate cap agreements as of April 3, 2021. Changes in fair value of the interest rate cap are recorded in other expenses, net on our condensed consolidated statements of operations.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments.

There were no transfers between levels in the fair value hierarchy during the three and six months ended April 3, 2021 and March 28, 2020, respectively.

Seasonality

Our business is highly seasonal. In general, sales and earnings are highest during our fiscal third and fourth quarters, which include April through September and represent the peak months of swimming pool use. Sales are substantially lower during our fiscal first and second quarters.

Prior Period Reclassifications

Reclassifications of certain immaterial prior period amounts have been made to conform to current period presentation.

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Business Combinations

6 Months Ended

Apr. 03, 2021

Business Combinations [Abstract]

Business Combinations

Note 3—Business Combinations

The following acquisitions did not have a material impact on our financial position or results of operations. Our condensed consolidated financial statements include the results of operations of these acquisitions from the date of acquisition. The total purchase consideration was allocated to the assets acquired and the liabilities assumed at their estimated fair values as of the date of acquisition, as determined by management. The excess of the purchase price over the amounts allocated to assets acquired and liabilities assumed has been recorded as goodwill. The goodwill resulting from these acquisitions are deductible for income tax purposes.

Fiscal 2021 Acquisition

In March 2021, we acquired the assets of a retailer of supplies and services for hot tubs, swim spas and fireplaces. The acquisition included four store locations in the Denver, Colorado area and expanded our physical presence to 38 states. Our estimates and assumptions are subject to change as we gather additional information throughout the measurement period, which is up to 12 months after the acquisition date, and if we make changes to the amounts recorded, such amounts are recorded in the period in which they are identified.

Fiscal 2020 Acquisition

In October 2019, we acquired the assets of a retailer of supplies and services for hot tubs, swim spas and saunas. The acquisition included six locations in the Pacific Northwest and expanded our physical presence to 37 states. The purchase accounting for this acquisition is complete.

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Goodwill and Other Intangibles, Net

6 Months Ended

Apr. 03, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangibles, Net

Note 4 —Goodwill and Other Intangibles, Net

Goodwill

The carrying amounts of goodwill are as follows (in thousands):

	Carrying Value
Balance, April 3, 2021	$	97,692
Balance, October 3, 2020		93,295
Balance, March 28, 2020		92,821

Other Intangible Assets

Other intangible assets consisted of the following as of April 3, 2021 (in thousands, except weighted average remaining useful life):

	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		1.6	$	5,540	$	(5,195	)	$	345
Trade name and trademarks (indefinite life)	Indefinite			18,550		—			18,550
Non-compete agreements		4.4		9,833		(7,014	)		2,819
Consumer relationships		3.2		18,500		(10,853	)		7,647
Internally developed software		2.0		4,000		(3,530	)		470
Other		0.7		1,000		(975	)		25
Total			$	57,423	$	(27,567	)	$	29,856

Other intangible assets are as follows as of October 3, 2020 (in thousands, except weighted average remaining useful life):

	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		2.6	$	5,540	$	(5,139	)	$	401
Trade name and trademarks (indefinite life)	Indefinite			17,750		—			17,750
Non-compete agreements		4.9		8,633		(6,872	)		1,761
Consumer relationships		3.8		17,200		(10,118	)		7,082
Internally developed software		2.9		4,000		(3,434	)		566
Other		1.6		1,000		(958	)		42
Total			$	54,123	$	(26,521	)	$	27,602

Other intangible assets are as follows as of March 28, 2020 (in thousands, except weighted average remaining useful life):

	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		2.3	$	5,540	$	(5,082	)	$	458
Trade name and trademarks (indefinite life)	Indefinite			17,750		—			17,750
Non-compete agreements		4.2		8,633		(6,364	)		2,269
Consumer relationships		3.5		17,200		(9,340	)		7,860
Internally developed software		2.5		4,000		(3,307	)		693
Other		1.3		1,000		(942	)		58
Total			$	54,123	$	(25,035	)	$	29,088

Amortization expense for the three months ended April 3, 2021 and March 28, 2020 was $0.5 million. Amortization expense for the six months ended April 3, 2021 and March 28, 2020 was $1.0 million and $1.1 million, respectively. No impairment of goodwill or other intangible assets was recorded during the three and six months ended April 3, 2021 and March 28, 2020, respectively.

The following table summarizes the estimated future amortization expense related to finite-lived intangible assets on our balance sheet as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	1,197
2022		2,266
2023		2,033
2024		1,395
2025		1,298
Thereafter		3,918
Total	$	12,107

Intangible assets also include costs associated with acquiring mailing lists for our proprietary database. As of April 3, 2021, October 3, 2020, and March 28, 2020, gross amounts capitalized on the condensed consolidated balance sheets for mailing lists were $1.6 million with a net carrying value of $0.3 million.

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Inventories

6 Months Ended

Apr. 03, 2021

Inventory Disclosure [Abstract]

Inventories

Note 5—Inventories

Inventory consisted of the following (in thousands):

	April 3, 2021		October 3, 2020		March 28, 2020
Raw materials	$	4,274	$	1,967	$	2,047
Finished goods		273,586		146,999		242,615
Inventories	$	277,860	$	148,966	$	244,662

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Accrued Expenses

6 Months Ended

Apr. 03, 2021

Payables And Accruals [Abstract]

Accrued Expenses

Note 6—Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	April 3, 2021		October 3, 2020		March 28, 2020
Accrued payroll and employee benefits	$	23,030	$	32,420	$	10,120
Occupancy expenses		1,817		3,573		12,145
Interest		524		9,377		16,283
Sales taxes		11,902		11,164		7,685
Self-insurance reserves		5,081		6,518		5,822
Customer deposits		17,884		13,286		3,980
All other current liabilities		22,100		24,829		11,056
Total	$	82,338	$	101,167	$	67,091

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Long-Term Debt

6 Months Ended

Apr. 03, 2021

Debt Disclosure [Abstract]

Long-Term Debt

Note 7—Long-Term Debt

Our debt obligations consisted of the following (in thousands, except interest rates):

	Effective Interest Rate (1)				April 3, 2021			October 3, 2020			March 28, 2020
Term Loan—due on March 9, 2028		3.25	%	(2)	$	810,000		$	811,178		$	817,434
Senior Unsecured Notes						—			390,000			390,000
ABL Credit Facility		2.50	%	(3)		—			—			50,000
Total long-term debt						810,000			1,201,178			1,257,434
Less: current portion of long-term debt						(8,100	)		(8,341	)		(8,341	)
Less: unamortized discount						(3,519	)		(9,348	)		(10,510	)
Less: deferred financing charges						(9,042	)		(3,939	)		(4,580	)
Long-term debt, net					$	789,339		$	1,179,550		$	1,234,003

(1) Effective interest rates as of April 3, 2021.

(2) Carries interest at a specified margin over LIBOR of 2.75% with a minimum LIBOR of 0.50%.

(3) Carries interest at a specific margin between 0.75% and 1.00% with respect to Base Rate loans and between 1.75% and 2.00% with respect to Eurodollar Rate loans with a minimum LIBOR of 0.75%.

Term Loan—In March 2021, we entered into an amended and restated term loan credit agreement (the “Term Loan”). The Term Loan provides for an $810.0 million secured term loan facility, decreased pricing by 75 basis points and extended the maturity date to March 9, 2028. The other material terms of the Term Loan prior to the amendment remained substantially unchanged. In addition, as a result of the Term Loan, during the three months ended April 3, 2021, we recognized a $1.9 million loss on early debt extinguishment related to the prepayment of the underlying loan tranches prepaid in connection with the amended Term Loan.

Borrowings under the Term Loan have an initial applicable rate, at our option of, (i) 2.75% for loans that are LIBOR loans and (ii) 1.75% of loans that are ABR loans. The applicable rate of the Term Loan is based on our first lien leverage ratio as follows: (a) if the first lien leverage ratio is greater than 2.75 to 1.00, the applicable rate will be 2.75% for LIBOR loans and 1.75% for ABR loans and (b) the first lien leverage ratio is less than or equal to 2.75 to 1.00, the applicable rate will be 2.50% for LIBOR loans and 1.50% for ABR loans. For LIBOR loans, the loans will bear interest at the adjusted LIBOR rate plus the applicable rate, where the adjusted LIBOR rate will not be less than 0.50%.

Substantially all of our assets are pledged as collateral to secure our indebtedness. The Term Loan does not require us to comply with any financial covenants. The Term Loan contains customary events of default and no event of default had occurred under the Term Loan as of April 3, 2021 or October 3, 2020.

ABL Credit Facility—In August 2020, we entered into an agreement to amend our ABL Credit Facility to extend the final maturity to August 13, 2025 and increase our borrowing capacity to $200.0 million, subject to certain restrictions. We are obligated to pay the lender a commitment fee of 0.375% per annum, payable quarterly in arrears. We are also obligated to pay a commission on all outstanding letters of credit as well as customary administrative, issuance, fronting, amendment, payment, and negotiation fees. As of April 3, 2021 and October 3, 2020, no amounts were outstanding on the ABL Credit Facility. The amount available was reduced by $9.2 million of existing standby letters of credit as of April 3, 2021.

Substantially all of our assets are pledged as collateral to secure our indebtedness The ABL Credit Facility does not require us to comply with any financial covenants. The ABL Credit Facility contains customary events of default, including default upon the nonpayment of principal, interest, fees or other amounts, or the occurrence of a change of control. No event of default had occurred under the ABL Credit Facility as of April 3, 2021 and October 3, 2020.

Senior Unsecured Notes—The Senior Unsecured Notes principal of $390.0 million was paid in full on November 3, 2020 resulting in a loss on debt extinguishment of $7.3 million for the six months ended April 3, 2021. The Senior Unsecured Notes were guaranteed on a senior basis by us and all our present and future domestic wholly owned subsidiaries. Interest-only payments on the Senior Unsecured Notes were payable quarterly on January 10, April 10, July 10, and October 10 of each year. We incurred interest of 8.50% plus LIBOR, subject to a minimum rate of 1.00%, on the Senior Unsecured Notes. The Senior Unsecured Notes had restrictive covenants that limited the ability to, among other things, incur or guarantee additional indebtedness or issue preferred stock; pay dividends and make other restricted payments; incur restrictions on the payment of dividends or other distributions; create or incur certain liens; make certain investments; transfer or sell assets; engage in transactions with affiliates; and merge or consolidate with other companies or transfer all or substantially all of our assets.

Interest Rate Cap Agreements

In March 2017, we entered into interest rate cap agreements in order to manage the variability of cash flows related to a portion of our floating rate indebtedness. Pursuant to the agreements, we capped LIBOR at 3.00% with respect to the aggregate notional amount of $750.0 million. In March 2021, our interest rate cap agreements expired.

The fair value of our interest rate cap agreements were zero as of October 3, 2020. We did not recognize any gain or loss on our interest rate cap agreements during the three and six months ended April 3, 2021 and March 28, 2020, respectively.

Future Debt Maturities

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	4,050
2022		8,100
2023		8,100
2024		6,075
2025		10,125
Thereafter		773,550
Total	$	810,000

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Leases

6 Months Ended

Apr. 03, 2021

Leases [Abstract]

Leases

Note 8—Leases

Lessee Arrangements

Operating Leases

We lease certain store, office, distribution, and manufacturing facilities under operating leases that expire at various dates through October 2030. We are obligated to make cash payments in connection with various lease obligations and purchase commitments. All of these obligations require cash payments to be made by us over varying periods of time. Certain leases are renewable at our option for periods of five to ten years. Certain of these arrangements are cancelable on short notice and others require payments upon early termination.

The following table summarizes the future annual minimum lease payments as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	34,560
2022		61,431
2023		49,272
2024		36,334
2025		22,248
Thereafter		17,224
Total	$	221,069
Less: amount of lease payments representing imputed interest		35,178
Present value of future minimum lease payments		185,891
Less: current obligations under leases		55,395
Long-Term lease obligations	$	130,496

Operating lease expense totaled $16.3 million and $16.1 million for the three months ended April 3, 2021 and March 28, 2020, respectively. Operating lease expense totaled $33.3 million and $31.9 million for the six months ended April 3, 2021 and March 28, 2020, respectively.

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Income Taxes

6 Months Ended

Apr. 03, 2021

Income Tax Disclosure [Abstract]

Income Taxes

Note 9 —Income Taxes

Our effective income tax rate was 31.8% for the six months ended April 3, 2021, compared to 30.7% for the six months ended March 28, 2020. The difference between the statutory rate and our effective rate for the six months ended April 3, 2021 and March 28, 2020 was primarily attributed to a reduction in the valuation allowance for our interest limitation carryforward during the period. Our effective income tax rate can fluctuate due to factors including valuation allowances, changes in tax law, federal and state audits and the impact of discrete items.

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Commitments & Contingencies

6 Months Ended

Apr. 03, 2021

Commitments And Contingencies Disclosure [Abstract]

Commitments & Contingencies

Note 10—Commitments & Contingencies

Contingencies

We are defendants in lawsuits or potential claims encountered in the normal course of business. When the potential liability from a matter can be estimated and the loss is considered probable, we record the estimated loss. Due to uncertainties related to the resolution of lawsuits, investigations and claims, the ultimate outcome may differ from the estimates. We do not expect that the resolutions of any of these matters will have a material effect on our condensed consolidated financial position or results of operations. We did not record any material loss contingencies as of April 3, 2021, October 3, 2020, and March 28, 2020.

Our workers’ compensation insurance program, general liability insurance program, and employee group medical plan have self-insurance retention features of up to $0.4 million per event as of April 3, 2021 and October 3, 2020 respectively. We had standby letters of credit outstanding in the amounts of $9.2 million and $11.6 million as of April 3, 2021 and October 3, 2020, respectively, for the purpose of securing such obligations under our workers’ compensation self-insurance programs.

Purchase Commitments

In addition to our lease obligations, we maintain future purchase commitments related to inventory and operational requirements.

The following table summarizes the future minimum purchase commitments as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	77,607
2022		87,389
2023		84,731
2024		68,698
2025		48,446
Thereafter		7,687
Total	$	374,558

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Related Party Transactions

6 Months Ended

Apr. 03, 2021

Related Party Transactions [Abstract]

Related Party Transactions

Note 11—Related Party Transactions

In February 2017, we entered into a management services agreement with our private equity sponsors in connection with our acquisition in February 2017. The management services agreement provides that we will pay an annual fee for them to provide management and advisory services to us and our affiliates, including general management consulting services, support and analysis with respect to financing alternatives and strategic planning functions. The management services agreement terminated in October 2020 in connection with the completion of our initial public offering. During the three months ended March 28, 2020, we paid or accrued management fees in the amount of $0.6 million. During the six months ended April 3, 2021 and March 28, 2020, we paid or accrued management fees in the amount of $0.4 million and $1.9 million, respectively.

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Net Loss Per Share

6 Months Ended

Apr. 03, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

Note 12—Net Loss Per Share

The following is a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding (in thousands):

	Three Months Ended				Six Months Ended
	April 3, 2021		March 28, 2020		April 3, 2021		March 28, 2020
Weighted average common shares outstanding, used for basic computation		186,810		156,500		181,900		156,500
Plus: Incremental shares of potentially dilutive securities		-		-		-		-
Weighted average number of common and dilutive potential common shares outstanding		186,810		156,500		181,900		156,500

Stock options and restricted stock units not included in the computation of diluted net loss per share were 4.8 million and 5.7 million, respectively, for the three months ended April 3, 2021 because their inclusion would have been anti-dilutive. Stock options and restricted stock units not included in the computation of diluted net loss per share were 4.7 million and 5.8 million, respectively, for the six months ended April 3, 2021 because their inclusion would have been anti-dilutive. No potentially dilutive securities were outstanding during the three and six months ended March 28, 2020.

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Subsequent Events

6 Months Ended

Apr. 03, 2021

Subsequent Events [Abstract]

Subsequent Events

Note 13—Subsequent Events

On April 12, 2021, we entered into Amendment No. 5 to our $200.0 million ABL Credit Facility (the “Amendment”). The Amendment (i) decreased the applicable margin on the Base Rate loans to a range of 0.25% to 0.75% from 0.75% to 1.00%, (ii) decreased the applicable margin on the Eurodollar Rate loans to a range of 1.25% to 1.75% from 1.75% to 2.00%, (iii) changed the LIBOR floor to 0% from 0.75%, and (iv) decreased our commitment fee rate to 0.25% from 0.375%. The other terms of the ABL Credit Facility prior to the amendment thereof remain substantially unchanged.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Apr. 03, 2021

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

We prepared the accompanying interim condensed consolidated financial statements following United States generally accepted accounting principles (“GAAP”). The financial statements include all normal and recurring adjustments that are necessary for a fair presentation of our financial position and operating results. The condensed consolidated financial statements include the accounts of Leslie’s, Inc. and our subsidiaries. All significant intercompany accounts and transactions have been eliminated. These interim condensed consolidated financial statements and the related notes should be read in conjunction with the audited condensed consolidated financial statements and notes for the years ended October 3, 2020 and September 28, 2019.

Initial and Subsequent Public Offering

Initial and Subsequent Public Offering

In November 2020, the Company completed an initial public offering (“IPO”) of 30.0 million shares of common stock at a public offering price of $17.00 per share for net proceeds of $458.7 million, after deducting underwriting discounts and commissions of $45.0 million and offering costs of $6.3 million. The shares of common stock sold in the IPO and the net proceeds from the IPO included the full exercise of the underwriters’ option to purchase additional shares. The Company used the net proceeds from the IPO to repay the entire outstanding amount related to its $390.0 million Senior Unsecured Notes. The remaining proceeds will be used for working capital and general corporate purposes.

In February 2021, certain of the Company’s stockholders, completed a subsequent public offering of 29.0 million shares of common stock, with a 30-day option for the underwriters to purchase up to 4.4 million additional shares of common stock, at a public offering price of $26.00 per share for net proceeds of $731.4 million, after deducting underwriting discounts and commissions of $22.6 million.  All proceeds from the sale of shares of common stock in this offering were received by the selling stockholders.

Stock Split

Stock Split

All share and per share information included in the accompanying condensed consolidated financial statements has been adjusted to reflect a 156,500-for-1 stock split which was effected on October 23, 2020. The par value of the common stock was not adjusted as the result of the stock split.

Fiscal Periods

Fiscal Periods

We operate on a fiscal calendar that results in a fiscal year consisting of a 52- or 53-week period ending on the Saturday closest to September 30th. In a 52-week fiscal year, each quarter contains 13 weeks of operations; in a 53-week fiscal year, each of the first, second and third quarters includes 13 weeks of operations and the fourth quarter includes 14 weeks of operations. References to fiscal year 2021 refer to the fiscal year ending October 2, 2021, which contains 52 weeks, and references to fiscal year 2020 refer to the fiscal year ended October 3, 2020, which contained 53 weeks. References to the three months ended April 3, 2021 and the three months ended March 28, 2020 refer to the 13 weeks ended April 3, 2021 and March 28, 2020, respectively. References to the six months ended April 3, 2021 and the six months ended March 28, 2020 refer to the 26 weeks ended April 3, 2021 and March 28, 2020, respectively.

Use of Estimates

Use of Estimates

To prepare financial statements that conform to GAAP, we make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Our most significant estimates relate to the allowance for doubtful accounts, inventory obsolescence reserves, vendor programs, income taxes, self-insurance, and goodwill impairment evaluations. We continually review our estimates and make adjustments as necessary, but actual results could be significantly different from what we expected when we made these estimates.

Fair Value Measurements

Fair Value Measurements

As of April 3, 2021 and October 3, 2020, we held no assets that were required to be measured at fair value on a recurring basis.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

We evaluate our financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period.

The fair value of the Term Loan due in 2028 (see Note 7) was determined to be $804.7 million as of April 3, 2021. These fair value estimates, determined to be Level 2, are subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The fair value of the interest rate cap agreements (see Note 7) was determined to be Level 2 and is included in other assets on the condensed consolidated balance sheets as of October 3, 2020. Our interest rate cap agreements expired in March 2021; consequently, we had no interest rate cap agreements as of April 3, 2021. Changes in fair value of the interest rate cap are recorded in other expenses, net on our condensed consolidated statements of operations.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments.

There were no transfers between levels in the fair value hierarchy during the three and six months ended April 3, 2021 and March 28, 2020, respectively.

Seasonality

Seasonality

Our business is highly seasonal. In general, sales and earnings are highest during our fiscal third and fourth quarters, which include April through September and represent the peak months of swimming pool use. Sales are substantially lower during our fiscal first and second quarters.

Prior Period Reclassifications

Prior Period Reclassifications

Reclassifications of certain immaterial prior period amounts have been made to conform to current period presentation.

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Goodwill and Other Intangibles, Net (Tables)

6 Months Ended

Apr. 03, 2021

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Goodwill

The carrying amounts of goodwill are as follows (in thousands):

	Carrying Value
Balance, April 3, 2021	$	97,692
Balance, October 3, 2020		93,295
Balance, March 28, 2020		92,821

Summary of Other Intangible Assets

Other intangible assets consisted of the following as of April 3, 2021 (in thousands, except weighted average remaining useful life):

	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		1.6	$	5,540	$	(5,195	)	$	345
Trade name and trademarks (indefinite life)	Indefinite			18,550		—			18,550
Non-compete agreements		4.4		9,833		(7,014	)		2,819
Consumer relationships		3.2		18,500		(10,853	)		7,647
Internally developed software		2.0		4,000		(3,530	)		470
Other		0.7		1,000		(975	)		25
Total			$	57,423	$	(27,567	)	$	29,856

Other intangible assets are as follows as of October 3, 2020 (in thousands, except weighted average remaining useful life):

	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		2.6	$	5,540	$	(5,139	)	$	401
Trade name and trademarks (indefinite life)	Indefinite			17,750		—			17,750
Non-compete agreements		4.9		8,633		(6,872	)		1,761
Consumer relationships		3.8		17,200		(10,118	)		7,082
Internally developed software		2.9		4,000		(3,434	)		566
Other		1.6		1,000		(958	)		42
Total			$	54,123	$	(26,521	)	$	27,602

Other intangible assets are as follows as of March 28, 2020 (in thousands, except weighted average remaining useful life):

	Weighted Average Remaining Useful Life (in Years)		Gross Carrying Value		Accumulated Amortization			Net Carrying Amount
Trade name and trademarks (finite life)		2.3	$	5,540	$	(5,082	)	$	458
Trade name and trademarks (indefinite life)	Indefinite			17,750		—			17,750
Non-compete agreements		4.2		8,633		(6,364	)		2,269
Consumer relationships		3.5		17,200		(9,340	)		7,860
Internally developed software		2.5		4,000		(3,307	)		693
Other		1.3		1,000		(942	)		58
Total			$	54,123	$	(25,035	)	$	29,088

Summary of Estimated Future Amortization Expense Related to Finite-Lived Intangible Assets

The following table summarizes the estimated future amortization expense related to finite-lived intangible assets on our balance sheet as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	1,197
2022		2,266
2023		2,033
2024		1,395
2025		1,298
Thereafter		3,918
Total	$	12,107

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Inventories (Tables)

6 Months Ended

Apr. 03, 2021

Inventory Disclosure [Abstract]

Schedule of Inventories

	April 3, 2021		October 3, 2020		March 28, 2020
Raw materials	$	4,274	$	1,967	$	2,047
Finished goods		273,586		146,999		242,615
Inventories	$	277,860	$	148,966	$	244,662

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Accrued Expenses (Tables)

6 Months Ended

Apr. 03, 2021

Text Block [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	April 3, 2021		October 3, 2020		March 28, 2020
Accrued payroll and employee benefits	$	23,030	$	32,420	$	10,120
Occupancy expenses		1,817		3,573		12,145
Interest		524		9,377		16,283
Sales taxes		11,902		11,164		7,685
Self-insurance reserves		5,081		6,518		5,822
Customer deposits		17,884		13,286		3,980
All other current liabilities		22,100		24,829		11,056
Total	$	82,338	$	101,167	$	67,091

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Long-Term Debt (Tables)

6 Months Ended

Apr. 03, 2021

Debt Disclosure [Abstract]

Summary of Debt Obligations

Our debt obligations consisted of the following (in thousands, except interest rates):

	Effective Interest Rate (1)				April 3, 2021			October 3, 2020			March 28, 2020
Term Loan—due on March 9, 2028		3.25	%	(2)	$	810,000		$	811,178		$	817,434
Senior Unsecured Notes						—			390,000			390,000
ABL Credit Facility		2.50	%	(3)		—			—			50,000
Total long-term debt						810,000			1,201,178			1,257,434
Less: current portion of long-term debt						(8,100	)		(8,341	)		(8,341	)
Less: unamortized discount						(3,519	)		(9,348	)		(10,510	)
Less: deferred financing charges						(9,042	)		(3,939	)		(4,580	)
Long-term debt, net					$	789,339		$	1,179,550		$	1,234,003

(1) Effective interest rates as of April 3, 2021.

(2) Carries interest at a specified margin over LIBOR of 2.75% with a minimum LIBOR of 0.50%.

(3) Carries interest at a specific margin between 0.75% and 1.00% with respect to Base Rate loans and between 1.75% and 2.00% with respect to Eurodollar Rate loans with a minimum LIBOR of 0.75%.

Schedule of Debt Maturities and Principal Repayments of Indebtedness

The following table summarizes the debt maturities and scheduled principal repayments of our indebtedness as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	4,050
2022		8,100
2023		8,100
2024		6,075
2025		10,125
Thereafter		773,550
Total	$	810,000

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Leases (Tables)

6 Months Ended

Apr. 03, 2021

Leases [Abstract]

Schedule of Future Annual Minimum Lease Payments

The following table summarizes the future annual minimum lease payments as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	34,560
2022		61,431
2023		49,272
2024		36,334
2025		22,248
Thereafter		17,224
Total	$	221,069
Less: amount of lease payments representing imputed interest		35,178
Present value of future minimum lease payments		185,891
Less: current obligations under leases		55,395
Long-Term lease obligations	$	130,496

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Commitments & Contingencies (Tables)

6 Months Ended

Apr. 03, 2021

Commitments And Contingencies Disclosure [Abstract]

Summary of Future Minimum Purchase Commitments

The following table summarizes the future minimum purchase commitments as of April 3, 2021 (in thousands):

	Amount
Remainder of Fiscal 2021	$	77,607
2022		87,389
2023		84,731
2024		68,698
2025		48,446
Thereafter		7,687
Total	$	374,558

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Net Loss Per Share (Tables)

6 Months Ended

Apr. 03, 2021

Earnings Per Share [Abstract]

Summary of Reconciliation of Basic Weighted Average Common Shares Outstanding to Diluted Weighted Average Common Shares Outstanding

The following is a reconciliation of basic weighted average common shares outstanding to diluted weighted average common shares outstanding (in thousands):

	Three Months Ended				Six Months Ended
	April 3, 2021		March 28, 2020		April 3, 2021		March 28, 2020
Weighted average common shares outstanding, used for basic computation		186,810		156,500		181,900		156,500
Plus: Incremental shares of potentially dilutive securities		-		-		-		-
Weighted average number of common and dilutive potential common shares outstanding		186,810		156,500		181,900		156,500

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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions	1 Months Ended		6 Months Ended
	Feb. 28, 2021	Nov. 30, 2020	Apr. 03, 2021	Oct. 03, 2020	Mar. 28, 2020
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Net proceeds from initial public offering			$ 458,587,000
Stock split			156,500-for-1
Fair value, assets, level 1 to level 2 transfers, amount			$ 0		$ 0
Fair value, assets, level 2 to level 1 transfers, amount			0		0
Fair value, liabilities, level 1 to level 2 transfers, amount			0		0
Fair value, liabilities, level 2 to level 1 transfers, amount			$ 0		$ 0
Interest Rate Cap Agreement
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Debt instrument, maturity date			Mar. 31, 2021
Fair value of interest rate cap agreements			$ 0	$ 0
Level 2 | Term Loan due in 2028
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Fair value of term loan			804,700,000
Recurring Basis
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Assets measured at fair value			$ 0	$ 0
Senior Unsecured Notes
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Repayment of senior notes		$ 390,000,000.0
Initial Public Offering
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Number of common stock shares issued		30.0
Offering price		$ 17.00
Net proceeds from initial public offering		$ 458,700,000
Underwriting discounts and commissions		45,000,000.0
Offering costs		$ 6,300,000
Subsequent Public Offering
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Number of common stock shares issued	29.0
Offering price	$ 26.00
Underwriting discounts and commissions	$ 22,600,000
Net proceeds from subsequent public offering	$ 731,400,000
Option for underwriters to purchase	30 days
Maximum | Subsequent Public Offering
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Additional shares of common stock	4.4

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Business Combinations - Additional Information (Detail)	1 Months Ended
	Mar. 31, 2021 Location State	Oct. 31, 2019 Location State
Business Acquisition [Line Items]
Number of states with physical presence | State	38	37
Denver, Colorado
Business Acquisition [Line Items]
Number of locations in which assets acquired	4
Pacific Northwest
Business Acquisition [Line Items]
Number of locations in which assets acquired		6

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Goodwill and Other Intangibles, Net - Summary of Goodwill (Detail) - USD ($) $ in Thousands	Apr. 03, 2021	Oct. 03, 2020
Goodwill Roll Forward
Beginning Balance	$ 93,295	$ 92,821
Ending Balance	$ 97,692	$ 93,295

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Goodwill and Other Intangibles, Net - Summary of Other Intangible Assets (Detail) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Apr. 03, 2021	Mar. 28, 2020	Oct. 03, 2020
Finite and Indefinite Lived Intangible Assets [Line Items]
Net Carrying Amount, Finite Life	$ 12,107
Gross Carrying Value	57,423	$ 54,123	$ 54,123
Accumulated Amortization	(27,567)	(25,035)	(26,521)
Net Carrying Amount	$ 29,856	$ 29,088	$ 27,602
Trade Name and Trademarks
Finite and Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life, Finite Life	1 year 7 months 6 days	2 years 3 months 18 days	2 years 7 months 6 days
Gross Carrying Value, Finite Life	$ 5,540	$ 5,540	$ 5,540
Accumulated Amortization, Finite Life	(5,195)	(5,082)	(5,139)
Net Carrying Amount, Finite Life	$ 345	$ 458	$ 401
Non-compete Agreements
Finite and Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life, Finite Life	4 years 4 months 24 days	4 years 2 months 12 days	4 years 10 months 24 days
Gross Carrying Value, Finite Life	$ 9,833	$ 8,633	$ 8,633
Accumulated Amortization, Finite Life	(7,014)	(6,364)	(6,872)
Net Carrying Amount, Finite Life	$ 2,819	$ 2,269	$ 1,761
Consumer Relationships
Finite and Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life, Finite Life	3 years 2 months 12 days	3 years 6 months	3 years 9 months 18 days
Gross Carrying Value, Finite Life	$ 18,500	$ 17,200	$ 17,200
Accumulated Amortization, Finite Life	(10,853)	(9,340)	(10,118)
Net Carrying Amount, Finite Life	$ 7,647	$ 7,860	$ 7,082
Internally Developed Software
Finite and Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life, Finite Life	2 years	2 years 6 months	2 years 10 months 24 days
Gross Carrying Value, Finite Life	$ 4,000	$ 4,000	$ 4,000
Accumulated Amortization, Finite Life	(3,530)	(3,307)	(3,434)
Net Carrying Amount, Finite Life	$ 470	$ 693	$ 566
Other
Finite and Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life, Finite Life	8 months 12 days	1 year 3 months 18 days	1 year 7 months 6 days
Gross Carrying Value, Finite Life	$ 1,000	$ 1,000	$ 1,000
Accumulated Amortization, Finite Life	(975)	(942)	(958)
Net Carrying Amount, Finite Life	$ 25	$ 58	$ 42
Trade Name and Trademarks
Finite and Indefinite Lived Intangible Assets [Line Items]
Weighted Average Remaining Useful Life, Indefinite Life	Indefinite	Indefinite	Indefinite
Net Carrying Amount, Indefinite Life	$ 18,550	$ 17,750	$ 17,750

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Goodwill and Other Intangibles, Net - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Apr. 03, 2021	Mar. 28, 2020	Apr. 03, 2021	Mar. 28, 2020	Oct. 03, 2020
Finite and Indefinite Lived Intangible Assets [Line Items]
Amortization expense	$ 500,000	$ 500,000	$ 1,000,000.0	$ 1,100,000
Impairment of goodwill or other intangible assets	0	0	0	0
Intangible assets gross amount capitalized on condensed consolidated balance sheets	57,423,000	54,123,000	57,423,000	54,123,000	$ 54,123,000
Intangible assets net carrying value	29,856,000	29,088,000	29,856,000	29,088,000	27,602,000
Mailing Lists
Finite and Indefinite Lived Intangible Assets [Line Items]
Intangible assets gross amount capitalized on condensed consolidated balance sheets	1,600,000	1,600,000	1,600,000	1,600,000	1,600,000
Intangible assets net carrying value	$ 300,000	$ 300,000	$ 300,000	$ 300,000	$ 300,000

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Goodwill and Other Intangibles, Net - Summary of Estimated Future Amortization Expense Related to Finite-Lived Intangible Assets (Detail) $ in Thousands	Apr. 03, 2021 USD ($)
Finite Lived Intangible Assets Future Amortization Expense [Abstract]
Remainder of Fiscal 2021	$ 1,197
2022	2,266
2023	2,033
2024	1,395
2025	1,298
Thereafter	3,918
Net Carrying Amount, Finite Life	$ 12,107

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Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Apr. 03, 2021	Oct. 03, 2020	Mar. 28, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 4,274	$ 1,967	$ 2,047
Finished goods	273,586	146,999	242,615
Inventories	$ 277,860	$ 148,966	$ 244,662

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Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands	Apr. 03, 2021	Oct. 03, 2020	Mar. 28, 2020
Payables And Accruals [Abstract]
Accrued payroll and employee benefits	$ 23,030	$ 32,420	$ 10,120
Occupancy expenses	1,817	3,573	12,145
Interest	524	9,377	16,283
Sales taxes	11,902	11,164	7,685
Self-insurance reserves	5,081	6,518	5,822
Customer deposits	17,884	13,286	3,980
All other current liabilities	22,100	24,829	11,056
Total	$ 82,338	$ 101,167	$ 67,091

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Long-Term Debt - Summary of Debt Obligations (Details) - USD ($) $ in Thousands	Apr. 03, 2021	Oct. 03, 2020	Mar. 28, 2020
Debt Instrument [Line Items]
Total long-term debt	$ 810,000	$ 1,201,178	$ 1,257,434
Less: current portion of long-term debt	(8,100)	(8,341)	(8,341)
Less: unamortized discount	(3,519)	(9,348)	(10,510)
Less: deferred financing charges	(9,042)	(3,939)	(4,580)
Long-term debt, net	$ 789,339	1,179,550	1,234,003
ABL Credit Facility
Debt Instrument [Line Items]
Total long-term debt			50,000
Effective Interest Rate	2.50%
Term Loan Due on March 9, 2028
Debt Instrument [Line Items]
Total long-term debt	$ 810,000	811,178	817,434
Effective Interest Rate	3.25%
Senior Unsecured Notes
Debt Instrument [Line Items]
Total long-term debt		$ 390,000	$ 390,000

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Long-Term Debt - Summary of Debt Obligations (Parenthetical) (Details)	3 Months Ended	6 Months Ended
	Jan. 02, 2021	Apr. 03, 2021
LIBOR | Term Loan Due on March 9, 2028 | Maximum
Debt Instrument [Line Items]
Interest rate		2.75%
LIBOR | Term Loan Due on March 9, 2028 | Minimum
Debt Instrument [Line Items]
Interest rate		0.50%
ABL Credit Facility | LIBOR
Debt Instrument [Line Items]
Interest rate	0.75%
ABL Credit Facility | LIBOR | Minimum
Debt Instrument [Line Items]
Interest rate		0.75%
ABL Credit Facility | Base Rate | Maximum
Debt Instrument [Line Items]
Interest rate	1.00%	1.00%
ABL Credit Facility | Base Rate | Minimum
Debt Instrument [Line Items]
Interest rate	0.75%	0.75%
ABL Credit Facility | Eurodollar | Maximum
Debt Instrument [Line Items]
Interest rate	2.00%	2.00%
ABL Credit Facility | Eurodollar | Minimum
Debt Instrument [Line Items]
Interest rate	1.75%	1.75%

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Long Term Debt - Term Loan - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Apr. 03, 2021	Apr. 03, 2021	Oct. 03, 2020	Mar. 28, 2020
Debt Instrument [Line Items]
Secured term loan facility		$ 810,000	$ 810,000	$ 1,201,178	$ 1,257,434
Loss on early debt extinguishment		1,888	$ 9,169
Term Loan
Debt Instrument [Line Items]
Secured term loan facility	$ 810,000
Decreased pricing of basis points	75
Debt instrument, maturity date	Mar. 09, 2028
Term Loan | Minimum | First Lien Leverage Ratio Greater Than 2.75 to 100
Debt Instrument [Line Items]
Interest rate			2.75%
Term Loan | Minimum | First Lien Leverage Ratio Less Than or Equal to 2.75 to 1.00
Debt Instrument [Line Items]
Interest rate			1.00%
Term Loan | Maximum | First Lien Leverage Ratio Greater Than 2.75 to 100
Debt Instrument [Line Items]
Interest rate			1.00%
Term Loan | Maximum | First Lien Leverage Ratio Less Than or Equal to 2.75 to 1.00
Debt Instrument [Line Items]
Interest rate			2.75%
Term Loan | LIBOR | Applicable Rate
Debt Instrument [Line Items]
Interest rate			2.75%
Term Loan | LIBOR | First Lien Leverage Ratio Greater Than 2.75 to 100 | Applicable Rate
Debt Instrument [Line Items]
Interest rate			2.75%
Term Loan | LIBOR | First Lien Leverage Ratio Less Than or Equal to 2.75 to 1.00 | Applicable Rate
Debt Instrument [Line Items]
Interest rate			2.50%
Term Loan | LIBOR | Maximum
Debt Instrument [Line Items]
Interest rate			0.50%
Term Loan | ABR | Applicable Rate
Debt Instrument [Line Items]
Interest rate			1.75%
Term Loan | ABR | First Lien Leverage Ratio Greater Than 2.75 to 100 | Applicable Rate
Debt Instrument [Line Items]
Interest rate			1.75%
Term Loan | ABR | First Lien Leverage Ratio Less Than or Equal to 2.75 to 1.00 | Applicable Rate
Debt Instrument [Line Items]
Interest rate			1.50%
Term Loan | Amendment of Term Loan
Debt Instrument [Line Items]
Loss on early debt extinguishment		$ 1,900

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Long Term Debt - ABL Credit Facility - Additional Information (Details) - ABL Credit Facility - USD ($)	1 Months Ended	3 Months Ended	6 Months Ended
	Aug. 31, 2020	Jan. 02, 2021	Apr. 03, 2021	Oct. 03, 2020
Debt Instrument [Line Items]
Debt instrument, maturity date	Aug. 13, 2025
Credit facility, commitment fee percentage		0.375%	0.375%
Credit facility, current borrowing capacity			$ 0	$ 0
Credit facility, maximum borrowing capacity	$ 200,000,000.0		200,000,000.0
Standby Letter of Credit
Debt Instrument [Line Items]
Amount of Letters of credit on credit facility			$ 9,200,000

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Long Term Debt - Senior Unsecured Notes - Additional Information (Details) - USD ($)		3 Months Ended	6 Months Ended
	Nov. 03, 2020	Apr. 03, 2021	Apr. 03, 2021
Debt Instrument [Line Items]
Loss on debt extinguishment		$ 1,888,000	$ 9,169,000
Senior Unsecured Notes
Debt Instrument [Line Items]
Debt instrument, principal amount	$ 390,000,000.0
Loss on debt extinguishment	$ 7,300,000		$ 7,300,000
Minimum | Senior Unsecured Notes
Debt Instrument [Line Items]
Debt instrument, floor interest rate			1.00%
LIBOR | Senior Unsecured Notes
Debt Instrument [Line Items]
Interest rate			8.50%

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Long Term Debt - Interest Rate Cap Agreements - Additional Information (Details) - Interest Rate Cap Agreement - USD ($)	3 Months Ended		6 Months Ended
	Apr. 03, 2021	Mar. 28, 2020	Apr. 03, 2021	Mar. 28, 2020	Oct. 03, 2020	Mar. 31, 2017
Debt Instrument [Line Items]
Aggregate notional amount						$ 750,000,000.0
Debt instrument, description of variable rate basis			LIBOR
Fair value of interest rate cap agreements	$ 0		$ 0		$ 0
Gain (loss) of interest rate cap agreements	$ 0	$ 0	$ 0	$ 0
LIBOR
Debt Instrument [Line Items]
Cap interest rate						3.00%

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Long Term Debt - Schedule of Debt Maturities and Principal Repayments of Indebtedness (Details) - USD ($) $ in Thousands	Apr. 03, 2021	Oct. 03, 2020	Mar. 28, 2020
Long Term Debt By Maturity [Abstract]
Remainder of Fiscal 2021	$ 4,050
2022	8,100
2023	8,100
2024	6,075
2025	10,125
Thereafter	773,550
Total long-term debt	$ 810,000	$ 1,201,178	$ 1,257,434

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Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Apr. 03, 2021	Mar. 28, 2020	Apr. 03, 2021	Mar. 28, 2020
Lessee Lease Description [Line Items]
Lease expiration date			Oct. 31, 2030
Operating lease expense	$ 16.3	$ 16.1	$ 33.3	$ 31.9
Minimum
Lessee Lease Description [Line Items]
Operating lease renewal period	5 years		5 years
Maximum
Lessee Lease Description [Line Items]
Operating lease renewal period	10 years		10 years

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Leases - Schedule of Future Annual Minimum Lease Payments (Details) - USD ($) $ in Thousands	Apr. 03, 2021	Oct. 03, 2020	Mar. 28, 2020
Operating Lease Liabilities Payments Due [Abstract]
Remainder of Fiscal 2021	$ 34,560
2022	61,431
2023	49,272
2024	36,334
2025	22,248
Thereafter	17,224
Total	221,069
Less: amount of lease payments representing imputed interest	35,178
Present value of future minimum lease payments	185,891
Less: current obligations under leases	55,395	$ 54,459	$ 59,721
Operating lease liabilities, noncurrent	$ 130,496	$ 130,234	$ 151,059

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Income Taxes - Additional Information (Details)	6 Months Ended
	Apr. 03, 2021	Mar. 28, 2020
Income Tax Disclosure [Abstract]
Effective income tax rate	31.80%	30.70%

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Commitments & Contingencies - Additional Information (Details) - USD ($)	Apr. 03, 2021	Oct. 03, 2020
Workers' Compensation Insurance Program | Maximum
Loss Contingencies [Line Items]
Self insurance retention amount	$ 400,000	$ 400,000
Workers' Compensation Insurance Program | Standby Letter of Credit
Loss Contingencies [Line Items]
Credit facility, remaining borrowing capacity	9,200,000	11,600,000
General Liability Insurance Program | Maximum
Loss Contingencies [Line Items]
Self insurance retention amount	400,000	400,000
Employee Group Medical Plan | Maximum
Loss Contingencies [Line Items]
Self insurance retention amount	$ 400,000	$ 400,000

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Commitments & Contingencies - Summary of Future Minimum Purchase Commitments (Details) $ in Thousands	Apr. 03, 2021 USD ($)
Purchase Obligation Fiscal Year Maturity [Abstract]
Remainder of Fiscal 2021	$ 77,607
2022	87,389
2023	84,731
2024	68,698
2025	48,446
Thereafter	7,687
Total	$ 374,558

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Related Party Transactions -Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Mar. 28, 2020	Apr. 03, 2021	Mar. 28, 2020
Related Party Transactions [Abstract]
Paid or accrued management fees	$ 0.6	$ 0.4	$ 1.9

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Net Loss Per Share - Summary of Reconciliation of Basic Weighted Average Common Shares Outstanding to Diluted Weighted Average Common Shares Outstanding (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Apr. 03, 2021	Mar. 28, 2020	Apr. 03, 2021	Mar. 28, 2020
Earnings Per Share [Abstract]
Weighted average common shares outstanding, used for basic computation	186,810	156,500	181,900	156,500
Weighted average number of common and dilutive potential common shares outstanding	186,810	156,500	181,900	156,500

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Net Loss Per Share - Additional Information (Details) - shares	3 Months Ended		6 Months Ended
	Apr. 03, 2021	Mar. 28, 2020	Apr. 03, 2021	Mar. 28, 2020
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Number of potentially dilutive securities outstanding		0		0
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Stock awards not included in the computation of diluted net loss per share	4,800,000		4,700,000
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Stock awards not included in the computation of diluted net loss per share	5,700,000		5,800,000

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Subsequent Events - Additional Information (Details) - ABL Credit Facility - USD ($)		3 Months Ended	6 Months Ended
	Apr. 12, 2021	Jan. 02, 2021	Apr. 03, 2021	Aug. 31, 2020
Subsequent Event [Line Items]
Credit facility, maximum borrowing capacity			$ 200,000,000.0	$ 200,000,000.0
Credit facility, commitment fee percentage		0.375%	0.375%
Base Rate | Minimum
Subsequent Event [Line Items]
Interest rate		0.75%	0.75%
Base Rate | Maximum
Subsequent Event [Line Items]
Interest rate		1.00%	1.00%
Eurodollar | Minimum
Subsequent Event [Line Items]
Interest rate		1.75%	1.75%
Eurodollar | Maximum
Subsequent Event [Line Items]
Interest rate		2.00%	2.00%
LIBOR
Subsequent Event [Line Items]
Interest rate		0.75%
LIBOR | Minimum
Subsequent Event [Line Items]
Interest rate			0.75%
Subsequent Event
Subsequent Event [Line Items]
Credit facility, commitment fee percentage	0.25%
Subsequent Event | Base Rate | Minimum
Subsequent Event [Line Items]
Interest rate	0.25%
Subsequent Event | Base Rate | Maximum
Subsequent Event [Line Items]
Interest rate	0.75%
Subsequent Event | Eurodollar | Minimum
Subsequent Event [Line Items]
Interest rate	1.25%
Subsequent Event | Eurodollar | Maximum
Subsequent Event [Line Items]
Interest rate	1.75%
Subsequent Event | LIBOR
Subsequent Event [Line Items]
Interest rate	0.00%