Common use of Eligible Inventory Clause in Contracts

Eligible Inventory. Inventory owned by a Borrower that is deemed by Agent, in its Permitted Discretion, to be Eligible Inventory; provided that, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

Eligible Inventory. The second sentence of the definition of Eligible Inventory owned is hereby deleted and replaced with the following: "Inventory located outside the United States of America that a Revolving Loan Borrower has acquired in accordance with the terms of the purchase arrangements between such Revolving Loan Borrower and a supplier and as to which such Revolving Loan Borrower has obtained legal title and that would otherwise be determined by a Borrower that is deemed by Agent, in its Permitted Discretion, Lender to be Eligible InventoryInventory in all respects which is in transit to the premises of a Customs Broker in the United States of America which is an Eligible Inventory Location or such other Eligible Inventory Location in the United States of America; provided provided, that, no Inventory shall be Eligible Inventory unless it (a) is located at Lender has a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with first priority perfected security interest in and lien upon such Borrower’s related representations and warranties contained in this AgreementInventory, (b) is Lender has possession of not usedless than two (2) of a total of three (3) originals of the documents of title with respect to such Inventory and all of the terms and conditions of Section 8 of the Twenty-Seventh Amendment to Loan Agreement, returneddated as of October 31, obsolete2003, spoiledamong Lender, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materialsBorrowers and Guarantors shall have been satisfied, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either Lender shall have received (i) not older than four years following December 31 a Notification and Acknowledgment Agreement, duly authorized, executed and delivered by either or both of its vintage year for red wine or the Customs Broker and Freight Forwarder, as the case may be, handling the shipping and delivery of such Inventory, (ii) is four years or older following December 31 a copy of its vintage year for red wine but does not exceed $5,000,000 the certificate of marine cargo insurance in connection therewith in which it has been named as an additional insured and loss payee in a manner acceptable to Lender, and (iii) a copy of the aggregate in Value of such red wine; invoice, packing slip and manifest with respect thereto, (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) such Inventory is not subject to any warehouse receipt or negotiable Document; Letter of Credit Accommodation, (je) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose the aggregate amount of the Value of such InventoryInventory that is deemed to be Eligible Inventory shall not at any time exceed $1,000,000, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; and (kf) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory shall not have been completed and are reasonably satisfactory to Agent in transit for more than sixty (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)60) days."

Eligible Inventory. Upon Borrower's delivery to Lender of an Inventory owned by a Borrower that is deemed by AgentReport, in its Permitted Discretion, to be Lender shall determine which items of Inventory listed thereon are Eligible Inventory; provided that, no . Eligible Inventory shall be Eligible mean all Inventory unless it other than the following: (a) is located at a Borrower’s principal place Any item of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) Inventory which is not used, returned, obsolete, spoiled, inadequately sealed, packaged in salable condition or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets meet all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Liengovernmental agency, or department or division thereof, having regulatory authority over such goods, their use or sale or is either not currently useable or currently unsaleable in the ordinary course of Borrower's business or is otherwise unacceptable to Lender due to age, type, category or quantity; (zb) any other Lien with respect to Any item of Inventory which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between located at one of the locations of Borrowerslisted on Exhibit D attached hereto, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt and covered by Lender's first priority perfected security interest or negotiable Document; (j) is not subject to any License other lien, claim, encumbrance or other arrangement security interest, except for Permitted Liens; (c) Any item of Inventory which has been consigned, sold or leased to any Person; (d) Any item of Inventory unless each of the warranties and representations set forth in Section 10.4 has been reaffirmed with respect such item of Inventory at the date that restricts such the most recent Inventory Report was delivered to Lender; (e) Any item of Inventory which was purchased by Borrower in or as part of a "bulk" transfer or sale of assets unless Borrower’s or Agent’s right to dispose , and the seller of such item, have complied with all applicable bulk sales or bulk transfer laws; (f) Any item of Inventory which is work-in-progress, maintenance supplies, spare parts and shipping materials; or (g) Slow-moving packaway Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in including seasonal inventory stored at the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or distribution center and other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)slow-moving inventory.

Eligible Inventory. Inventory owned by a of any Borrower that is deemed by (other than work-in-process, packaging materials and supplies, tooling, samples and literature) which Agent, in its Permitted Discretionsole judgment, exercised in a commercially reasonable manner, deems to be Eligible Inventory; provided that. Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either if: (i) it is not older than four years following December 31 raw materials or finished goods which meet the specifications of its vintage year the purchase order or contract for red wine such Inventory, if any; or (ii) it is four years not in good, new and saleable condition; or older following December 31 of its vintage year for red wine but (iii) it is slow-moving, obsolete or unmerchantable; or (iv) it does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets meet all standards imposed by any Governmental Authoritygovernmental agency or authority; or (fv) conforms with the covenants it does not conform in all respects to any covenants, warranties and representations hereinset forth in the Agreement; or (gvi) it is not at all times subject to Agent’s duly perfected, first priority security interest or is subject to a Lien that is not a Permitted Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, ; or (zvii) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, it is not situated at a location in transit (except (x) between locations of Borrowerscompliance with the Agreement, or (y) to another provided that Inventory situated at a location disclosed to Agent with respect to which not owned by a Borrower will be Eligible Inventory only if Agent has received an appropriate Lien Waiver a satisfactory landlord’s agreement or established an appropriate reserve in its Permitted Discretionbailee letter, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventoryas applicable, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory location; or (viii) it is in transit; or (ix) it is not otherwise acceptable to Agent in its sole judgment, exercised in a commercially reasonable manner. Environmental Laws – all federal, state and local laws, rules, regulations, ordinances, orders and consent decrees relating to health, safety and environmental matters. ERISA – the Employee Retirement Income Security Act of 1974, as amended, and any successor statute, and all rules and regulations from time to time promulgated thereunder. Event of Default – as defined in Section 10.1 of the Agreement. Existing Mortgage Indebtedness – money borrowed owed by Borrowers in the aggregate principal amount of Seven Million One Hundred Six Thousand Dollars ($7,106,000) as of the Closing Date. Fee Letter – as defined in Section 2.3 of the Agreement. Final ▇▇▇▇▇▇▇▇ Accounts – Accounts owed to Perma-Pipe if arising out of projects for which appraisal and field examination may ninety-five percent (95%) or more of ▇▇▇▇▇▇▇▇ to be conducted prior to the closing of made on such Permitted Acquisition).project have occurred. ▇-▇

Eligible Inventory. Upon the delivery by Borrower to Lender of an Inventory owned by a Borrower that is deemed by AgentReport, Lender shall determine, in its Permitted Discretionsole and absolute discretion, to be which items of Inventory listed thereon is Eligible Inventory; provided that. In making this determination, no Inventory shall be Eligible Inventory unless it Lender will consider the following requirements: (a) The item of Inventory is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreementgood condition, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; governmental agency, or department or division thereof, having regulatory authority over such goods, their use or sale, is not obsolete, is in good condition and is either currently useable or currently saleable in the ordinary course of Borrower's business and is not otherwise unacceptable to Lender due to age, type, category or quantity; (fb) conforms with The item of Inventory is located at one of the covenants and representations herein; (g) locations of Borrower listed on Exhibit D attached hereto or as otherwise hereinafter agreed to by Lender, is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising covered by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, Lender's perfected security interest and is not consigned to any Person; (i) is not subject to any warehouse receipt other lien, claim, encumbrance or negotiable Document; security interest; (jc) The item of Inventory has not been consigned, sold or leased to any Person; (d) Each of the warranties and representations set forth in Section 9.3 has been reaffirmed with respect such item of Inventory at the date that the most recent Inventory Report was delivered to Lender; (e) The item of Inventory was not purchased by Borrower in or as part of a "bulk" transfer or sale of assets unless Borrower, and the seller of such item, have complied with all applicable bulk sales or bulk transfer laws; (f) The item of Inventory does not consist of work-in-process or packaging or supplies; (g) The item of Inventory is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such slow moving Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or out of date Inventory and is not consigned Inventory; (h) The item of Inventory is in the possession of Borrower but is not owned by Borrower; (i) The item of Inventory does not consist of dock fees (or "inside margin" as such term is used or referred to by Borrower); and (j) The item of Inventory is not stored at a warehouseman, processor, repairman, mechanic, shipper, freight forwarder leased or other Personwarehouse location, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed leased or warehouse location, Lender has received a landlord waiver or bailee letter in form and are reasonably satisfactory substance acceptable to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)Lender.

Eligible Inventory. Inventory owned Based on the most recent Borrowing Base ------------------ Certificate delivered by a Borrower that is deemed by to Revolving Credit Agent and on other information available to Revolving Credit Agent, Revolving Credit Agent shall in its Permitted Discretionsole discretion determine which Inventory of Borrower shall be "Eligible -------- Inventory" for purposes of this Agreement. Revolving Credit Agent reserves the --------- right, at any time and from time to time after the Closing Date, to be adjust any such criteria, to establish new criteria and to adjust advance rates with to Eligible Inventory; provided thatInventory in its sole discretion, subject to the approval of Requisite Lenders in the case of adjustments, or new criteria or changes in advance rates which have the effect of making more credit available. Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory unless it unless: (a) it is located at a Borrower’s principal place of business raw materials or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, finished goods; (b) it is not usedin good, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, new and saleable condition; (c) is bulk wine at cost or wholesale “FOB” cased wine, that it is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine slow-moving, obsolete or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; unmerchantable; (d) is not held on consignment, nor subject to any deposit or down payment; (e) it meets all standards imposed by any Governmental Authority; ; (e) it conforms in all respects to the warranties and representations set forth in this Agreement; (f) conforms with the covenants it is owned by Borrower and representations herein; (g) is at all times subject to Agent’s 's duly perfected, first priority Lien, security interest and no other Lien except a Permitted Lien; (other than (xg) any Lien permitted pursuant to PACA it is in Borrower's possession and control, situated at a location in compliance with the Agreement and is not in transit or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within outside the continental United States, ; (h) it is not in transit (except (x) between locations covered by a negotiable document of Borrowerstitle, or (y) to another location disclosed unless such document has been delivered to Agent with respect to which all necessary endorsements, free and clear of all Liens except those in favor of Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; Lenders; (i) is it does not subject to any warehouse receipt or negotiable Document; consist of goods which have been returned by the buyer; (j) is not subject to any License it consists of goods held for sale or other arrangement that restricts such utilized in the ordinary course of Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion's business; and (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned covered by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory casualty insurance acceptable to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)Revolving Credit Agent.

Eligible Inventory. Inventory All of the inventory owned by a the Borrower that is deemed and reflected in the most recent Borrowing Base Certificate delivered by Agent, in its Permitted Discretion, Borrower to Bank shall be “Eligible Inventory; provided that” for purposes of this Agreement, no Eligible Inventory shall be Eligible not include any Inventory unless it of Borrower that: (a) is located at not owned by Borrower free and clear of all liens and rights of any other person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure Borrower’s principal place performance with respect to that Inventory), except the liens in favor of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations Bank and warranties contained in this Agreement, Permitted Liens; (b) (i) is located on premises owned or leased by Borrower and is not usedencumbered by a mortgage or deed of trust, returnedin each case in favor of Lender, or (ii) is located at an owned or leased location subject to a mortgage in favor of a person other than Lender; (c) is placed on consignment or is in transit; (d) obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies slow moving (other than bulk winein excess of one year’s supply), unsalable, damaged or unfit for sale; however, Reserve Seed Inventory that otherwise qualifies shall be deemed Eligible Inventory; (e) consists of display items or packing or shipping materials, (c) is bulk wine at cost manufacturing supplies, stores or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; replacement parts; (f) conforms with consists of goods which have been returned by the covenants and representations herein; buyer; (g) is subject to Agentnot of a type held for sale in the ordinary course of Borrower’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); business; (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to a first priority lien in favor of Lender; (i) breaches any warehouse receipt of the representations or negotiable Document; warranties pertaining to Inventory set forth in the Loan Documents in any material respect; (j) is not subject to consists of any License or other arrangement costs associated with “freight-in” charges, except those charges that restricts such are customary in, and consistent with, Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; historical accounting practices; (k) is consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; readily available; (l) is reflected in the details of a current perpetual inventory reportnot covered by casualty insurance reasonably acceptable to Lender; or or (m) if it is Inventory owned subject to any patent or trademark license requiring the payment of royalties or fees or requiring the consent of the licensor for a sale thereof by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have Lender which has not been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)obtained.

Eligible Inventory. Inventory owned by a Borrower Borrowing Base Obligor that is deemed by Agent, in its Permitted Discretiondiscretion, deems to be Eligible Inventory; provided that. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business finished goods, “brite” goods (finished goods which have not been labeled), semi-finished frozen goods or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations can, can stock and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies plastic container raw materials (other than bulk wineCold Storage Pears), packing or shipping materials, and not work-in-process (c) is bulk wine at cost or wholesale other than “FOBbrite” cased wine, that is not older than three years following December 31 of its vintage year for white wine goods and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red winesemi-finished frozen goods); (db) is not held on consignment, nor subject to any deposit or down payment; (c) is in good and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving (i.e., older than two pack seasons), obsolete or unmerchantable, and does not constitute returned or repossessed goods, unless such goods are suitable for resale; (e) meets all standards imposed by any Governmental Authority, has not been acquired from a Person subject to any Sanction or on any specially designated nationals list maintained by OFAC, and does not constitute hazardous materials under any Environmental Law; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established except a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United StatesStates or Canada, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted DiscretionBorrowing Base Obligors, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such BorrowerBorrowing Base Obligor’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve (other than in its Permitted Discretionrespect of Excluded License Agreements); (k) (i) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established, (ii) is not located at a facility owned by a Borrowing Base Obligor subject to a mortgage unless the mortgagee of such Real Estate shall have entered into a Mortgagee Consent, or (iii) is located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or is located at a facility owned by a Borrowing Base Obligor but subject to a mortgage and for which a Lien Waiver or Mortgagee Consent, as applicable, has not been obtained, provided that the amount of Inventory that may be Eligible Inventory under this clause (iii) of this clause (k) will not at any time exceed 10% of all Inventory of the Borrowing Base Obligors in the aggregate, subject to the maintenance of Rent and Charges Reserves with respect thereto, it being understood, however, that the Agent anticipates, without limiting the generality of the Agent’s discretion with respect to the maintenance of additional Rent and Charges Reserves, that the Rent and Charges Reserves will include an amount equal to the amount of rent, mortgage payments, fees and equivalent amounts that are payable by the Borrowing Base Obligors for a period of 90 days with respect to any location (A) referenced in this clause (iii) of this clause (k) and (B) for which the landlord, warehouseman or mortgagee with respect thereto has not waived or subordinated any rights it may have in the Collateral to the rights of the Agent; (l) is reflected in the details of a current perpetual inventory reporthas not been sold to any Borrowing Base Obligor; or (m) if it was not purchased from a Person that has a pending PACA Claims asserted against a Borrowing Base Obligor or any Subsidiary at the time that the Eligible Inventory is Inventory owned by being determined; and (n) is not subject to a target acquired Lien in connection with favor of a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior seller of farm products or a secured creditor of a seller of farm products pursuant to the closing of such Permitted Acquisition)Food Security Act.

Eligible Inventory. Inventory The term AELIGIBLE INVENTORY@ means all INVENTORY owned by a Borrower that either or both of the BORROWERS which is deemed acceptable to the LENDER to be included in the calculation of the BORROWING BASE. The criteria for eligibility may be fixed and revised by Agent, the LENDER from time to time in its Permitted Discretion, discretion. INVENTORY in no event shall be deemed to be Eligible Inventory; provided that, no Inventory shall be Eligible Inventory unless it eligible unless: (a) is located at the LENDER has a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained first priority perfected security interest in this Agreement, the INVENTORY; (b) no vender, supplier or other PERSON claims any security interest or lien in or to the INVENTORY which is not used, returned, obsolete, spoiled, inadequately sealed, packaged expressly subordinated to the LENDER'S securities interests or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, liens therein; (c) it is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine normally and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 currently saleable in the aggregate in Value ordinary course of such red winebusiness of either or both of the BORROWERS; (d) it is not held on consignment, nor subject to any deposit raw materials or down paymentwork in process; (e) meets all standards imposed by any Governmental Authorityit is located on the premises of either of the BORROWERS; (f) conforms with the covenants and representations hereinit does not consist of obsolete, returned or repossessed items of INVENTORY or used goods or goods taken in trade; (g) is subject it does not consist of slow moving items or items determined by the LENDER in its sole discretion to Agent’s duly perfectedbe stale or dated merchandise; (h) it does not consist of packing materials, first priority Liencatalogs, and no other Lien promotion materials, items used as demonstrators, prototypes, or salesman=s samples; (other than (xi) any Lien permitted pursuant it does not consist of an item consigned to PACA either or any other similar agricultural law both of the BORROWERS or regulation with respect to which Agent has established any PERSON claims a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Documentlien; (j) is it has not subject been consigned by either or both of the BORROWERS to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretiona consignee; (k) is it has not located on been leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been establishedby any PERSON; (l) it is reflected not held by any PERSON (other than the BORROWER) or located upon any premises not owned in fee simple by the BORROWER unless such PERSON or the owner of such premises has executed a lien waiver agreement in form and substance satisfactory to the LENDER; and (m) it has not been deemed unsatisfactory by the LENDER for any reason, in the details LENDER=S sole discretion, by written notice to either or both of a current perpetual inventory reportthe BORROWERS. The value of any INVENTORY deemed to meet the criteria for ELIGIBLE INVENTORY shall be determined at the least of: (i) the BORROWERS= net purchase or manufacturing cost; (ii) the lowest then-existing market price; (iii) the BORROWERS= lowest selling price, less estimated expenses for packing, selling and delivery; or (miv) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (any price ceiling which appraisal and field examination may be conducted prior established by governmental order, regulation, or restriction. The LENDER shall be the discretionary judge of the value of any INVENTORY, based upon such information as it deems in its discretion to the closing of such Permitted Acquisition)be relevant or applicable in making that determination.

Eligible Inventory. Upon Borrowers' delivery to Lender of an Inventory owned by a Borrower that is deemed by AgentCertification Report, Lender shall determine, in its Permitted Discretionreasonable business judgment, to be which Inventory listed thereon is "Eligible Inventory; provided that." In making this determination, no Lender will consider the following requirements: (A) With respect to Vita, the Inventory shall be Eligible Inventory unless it is in good condition, constitutes finished goods or raw fish (a) is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreementexcluding, (b) is not usedhowever, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies ingredients (other than bulk wineraw fish) used to process finished goods Inventory)), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; governmental agency, or department or division thereof, having regulatory authority over such goods, is currently saleable in the ordinary course of Vita's business and is not otherwise unacceptable to Lender due to age, type, category and/or quantity; (fB) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with With respect to which Agent has established a Grower’s ReserveVirginia Honey, (y) non-consensual Permitted Liens arising the Inventory is in good condition, meets all standards imposed by operation of law which are junior to the Agent’s Lienany governmental agency, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United Statesdepartment or division thereof, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretionhaving regulatory authority over such goods, and is not consigned otherwise unacceptable to any Person; Lender due to age, type, category and/or quantity; (iC) The Inventory is located at one of the locations listed on Schedule 5.6 attached hereto, is subject to and covered by Lender's perfected security interest and is not subject to any warehouse receipt other lien, claim, encumbrance or negotiable Document; security interest other than Permitted Liens (jall Inventory at other locations shall not be considered to be Eligible Inventory); (D) The Inventory has not been consigned to a customer of a Borrower (Inventory which is not subject to any License return due to expiration of code dates or other arrangement that restricts such Borrower’s due to being deemed "unwholesome" by the Account Debtor shall not be considered to be consigned Inventory); (E) Each of the warranties and representations set forth in Section 9.3 of this Agreement has been reaffirmed with respect thereto at the time the most recent Inventory Report was delivered to Lender; and (F) The Inventory was not purchased by a Borrower in or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession as part of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder "bulk" transfer or other Person, sale of assets unless the lessor such Borrower has complied with all applicable bulk sales or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)bulk transfer laws.

Eligible Inventory. The following shall constitute the Eligibility Criteria for acceptance of Inventory owned by a Borrower that is deemed by Agentfor inclusion in the Borrowing Base All Inventory of the Loan Parties, valued at the lower cost or market in its Permitted Discretionaccordance with GAAP, to be Eligible Inventory; provided that, no but excluding any Inventory shall be Eligible Inventory unless it having any of the following characteristics: (a) Inventory that is in-transit; located at a Borrower’s principal place of business any warehouse, job site or located on any other facility storing cased goods and/or bulk wine premises that complies with such Borrower’s related representations and warranties contained in this Agreement, may be subject to the Lien of any person other than the Collateral Agent; (b) Inventory that is otherwise not usedsubject to a duly perfected first priority Lien in the Collateral Agent’s favor; (c) Inventory that is subject to (x) a Lien in favor of any Person other than the Lender other than the ABDC Lien that is subject to the ABDC Intercreditor Agreement and (y) the Lien of a supplier or similar creditor of any of the Loan Parties that is subject to a Supplier Intercreditor Agreement; (d) Inventory covered by any negotiable or non-negotiable warehouse receipt, returned▇▇▇▇ of lading or other document of title; on consignment from any Person; on consignment to any Person or subject to any bailment unless such consignee or bailee has executed an agreement with the Lender; (e) Supplies, packaging, parts or sample Inventory, or customer supplied parts or Inventory; (f) Work-in-process Inventory; (g) Inventory that is damaged, defective, obsolete, spoiled, inadequately sealed, packaged slow moving or storednot currently saleable in the normal course of the Borrower’s operations, or otherwise unmerchantablethe amount of such Inventory that has been reduced by shrinkage; (h) Inventory that the Borrower has returned, consignedhas attempted to return, demonstrative is in the process of returning or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either intends to return to the vendor thereof; (i) not older than four years following December 31 Inventory that is perishable or live or 30 days from expiration; (j) Inventory stored at locations outside the United States; (k) Inventory formulated by a Loan Party pursuant to a license unless the applicable licensor has agreed in writing to permit the Collateral Agent to exercise its rights and remedies against such Inventory; and (l) Inventory that is classified as controlled substances, C2 or other controlled substances or pharmaceuticals unless the applicable Loan Party (i) possesses a specialized license from the U.S. Drug Enforcement Agency or other federal, state or local authority to sell or dispose of its vintage year for red wine same, or (ii) is four years not otherwise prohibited under applicable law from selling or older following December 31 otherwise disposing of same. Reference is made to the credit agreement, dated as of March 25, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among BioScrip, Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors, the Lenders, Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”), as lead arranger, as book manager and as collateral agent for the Secured Parties, ING Capital LLC, as syndication agent, Compass Bank, as a co-documentation agent, General Electric Capital Corporation, a co-documentation agent, HFG Healthco-4, LLC, as swingline lender for the Lenders, and Healthcare Finance Group, LLC, collateral manager and as issuing bank for the Lenders. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 1. (the “Assignor”) hereby irrevocably sells and assigns, without recourse, to the Assignee, and the Assignee hereby irrevocably purchases and assumes, from the Assignor, without recourse to the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register pursuant to Section 11.04(c) of the Credit Agreement), the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, including, without limitation, the Swingline Commitment, Revolving Commitment, Term Loan Commitment and the Swingline Loans, Revolving Loans, Term Loans and participations held by the Assignor in Letters of Credit which are outstanding on the Effective Date. From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereby free and clear of any lien, encumbrance or other adverse claim created by the Assignor and that its Commitments, and the outstanding balances of its vintage year for red wine but does Loans, without giving effect to assignments thereof which have not exceed $5,000,000 become effective, are as set forth in this Assignment and Acceptance and (ii) it has all necessary power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the aggregate transactions contemplated hereby; and (b) except as set forth in Value (a) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. 3. The Assignee (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance and (ii) it has all necessary power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and become a Lender under the Credit Agreement; (b) confirms that it has received a copy of the Credit Agreement, and such red wineother documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Agents or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) is not held appoints and authorizes the Agents to take such action as agents on consignmentits behalf and to exercise such powers and discretion under the Credit Agreement, nor subject the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to any deposit or down paymentthe Agents by the terms thereof, together with such powers as are incidental thereto; and (e) meets agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all standards imposed the obligations which by any Governmental Authoritythe terms of the Credit Agreement are required to be performed by it as a Lender. 4. The effective date of this Assignment and Acceptance shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, in its sole discretion, be earlier than three Business Days after the date of such acceptance and recording by the Administrative Agent). This Assignment and Acceptance will be delivered to the Administrative Agent together with (a) if the Assignee is a Foreign Lender, the forms specified in Section 2.15(e) of the Credit Agreement, duly completed and executed by such Assignee; (fb) conforms with if the covenants and representations herein; (g) Assignee is subject to Agent’s duly perfectednot already a Lender under the Credit Agreement, first priority Lienan Administrative Questionnaire, and no (c) a processing and recordation fee of $3,500, if required under the Loan Documents. 5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other Lien (other than (xamounts) any Lien permitted pursuant [to PACA the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date] [to the Assignee whether such amounts have accrued prior to the Effective Date or any other similar agricultural law accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or regulation with respect to which Agent has established a Grower’s Reservethe making of this assignment directly between themselves.] 6. From and after the Effective Date, (ya) non-consensual Permitted Liens arising the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a lender thereunder and under the other Loan Documents and shall be bound by operation the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 7. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law which principles that would require the application of the laws of another jurisdiction. Effective Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Percentage Assigned of Applicable Loan/Commitment: Loan/Commitment Principal Amount Assigned all Lenders thereunder) Term Loans $ % Revolving Loans $ % Letters of Credit $ % Swingline Loans $ % [Signature Page Follows] The terms set forth above are junior hereby agreed to: [ ] as Assignor By: Name: Title: as Assignee By: Name: Title: Accepted:* BIOSCRIP, INC. By: Name: Title: JEFFERIES FINANCE LLC, as Administrative Agent By: Name: Title: [ ], as [Swingline Lender/Issuing Bank]** By: Name: Title: * To be completed to the Agent’s Lienextent consent of Borrower and/or Administrative Agent is required under Section 11.04(b) of the Credit Agreement. ** To be completed to the extent consent of the Swingline Lender or Issuing Bank is required under Section 11.04(b) of the Credit Agreement. Jefferies Finance LLC, as Administrative Agent for the Lenders referred to below ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Account Manager — BioScrip Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Re: BioScrip, Inc. [Date] Ladies and Gentlemen: Reference is made to the credit agreement, dated as of March 25, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among BioScrip, Inc., a Delaware corporation (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion“Borrower”); (h) is within , the continental United StatesSubsidiary Guarantors, is not in transit (except (x) between locations of Borrowersthe Lenders, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted DiscretionJefferies Finance LLC, as administrative agent, as lead arranger, as book manager and as collateral agent for the Secured Parties, ING Capital LLC, as syndication agent, Compass Bank, as a co-documentation agent, General Electric Capital Corporation, a co-documentation agent, HFG Healthco-4, LLC, as swingline lender for the Lenders, and Healthcare Finance Group, LLC, as collateral manager and as issuing bank for the Lenders. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and that in connection therewith sets forth below the terms on which such Borrowing is not consigned requested to any Person; be made: (iA) Class of Borrowing: [Revolving Borrowing] [Term Borrowing] (B) Principal amount of Borrowing:1 (C) Date of Borrowing (which is not subject a Business Day): (D) Type of Borrowing: [ABR Borrowing] [Eurodollar Borrowing] (E) Interest Period and the last day thereof:2 (F) Funds are requested to any warehouse receipt or negotiable Document; (j) is not subject be disbursed to any License or other arrangement that restricts such Borrower’s or Agent’s right account with: Account No. Borrower hereby represents and warrants that the conditions to dispose lending specified in Sections 4.02(b)-(d) of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (kthe Credit Agreement are satisfied as of the date hereof. 1 See Section 2.02(a) is not located on leased premises or in of the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)Credit Agreement for minimum borrowing amounts.

Eligible Inventory. Inventory The term ELIGIBLE INVENTORY means, at any date of determination thereof, the aggregate amount, as at such time, of INVENTORY owned by a Borrower that any or all of the BORROWERS which is deemed acceptable to the LENDER to be included in the calculation of the BORROWING BASE. The criteria for eligibility may be fixed and revised by Agent, the LENDER from time to time in its Permitted Discretionreasonable discretion in accordance with its internal credit policies, and any such determinations by the LENDER will be promptly communicated to the BORROWERS. INVENTORY in no event shall be deemed to be Eligible Inventory; provided that, no Inventory shall be Eligible Inventory unless it ELIGIBLE INVENTORY unless: (a) is located at the LENDER has a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained first priority perfected security interest in this Agreement, its INVENTORY; (b) it is not used, returned, obsolete, spoiled, inadequately sealed, packaged normally and currently saleable in the ordinary course of business of any or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, all of the BORROWERS; (c) is bulk wine at cost or wholesale “FOB” cased wine, that it is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 work in the aggregate in Value of such red wineprocess; (d) it is not held located on consignment, nor subject to any deposit or down paymentthe premises of a BORROWER; (e) meets all standards imposed by any Governmental Authorityit does not consist of defective, damaged, obsolete, returned or repossessed items of INVENTORY or used goods or goods taken in trade; (f) conforms with it does not consist of slow moving items or items determined by the covenants and representations hereinLENDER in its sole discretion to be stale or dated merchandise; (g) is subject it does not consist of packing or packaging materials, general supplies, catalogs, promotion materials, specialty inventory, inventory on loan to Agent’s duly perfectedany PERSON, first priority Lienitems used as demonstrators, and no other Lien prototypes, or salesman's samples; (other than (xh) it does not consist of an item consigned to any Lien permitted pursuant to PACA or any other similar agricultural law all of the BORROWERS or regulation with respect to which Agent has established any PERSON claims a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Personlien; (i) is it has not subject been consigned by any or all of the BORROWERS to any warehouse receipt or negotiable Documenta consignee; (j) it is not subject to held by any License PERSON (other than a BORROWER) or other arrangement that restricts located upon any premises not owned in fee simple by a BORROWER unless such Borrower’s PERSON or Agent’s right to dispose the owner of such Inventory, unless Agent premises has received an appropriate Lien Waiver or established an appropriate reserve executed a lien waiver agreement in its Permitted Discretionform and substance satisfactory to the LENDER; and (k) is it has not located on leased premises been deemed unmerchantable or otherwise unsatisfactory by the LENDER for any reason, in the possession LENDERS sole discretion, by written notice to the BORROWERS. The value of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder any INVENTORY deemed to meet the criteria for ELIGIBLE INVENTORY shall be determined at the least of: (i) the BORROWERS net purchase or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been establishedmanufacturing cost; (lii) is reflected in the details of a current perpetual inventory reportlowest then-existing market price; (iii) the BORROWERS lowest selling price, less estimated expenses for packing, selling and delivery; or (miv) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (any price ceiling which appraisal and field examination may be conducted prior established by governmental order, regulation, or restriction. The LENDER shall be the discretionary judge of the value of any INVENTORY, based upon such information as it deems, in its reasonable discretion, to the closing of such Permitted Acquisition)be relevant or applicable in making that determination.

Eligible Inventory. Inventory owned by a Borrower that is deemed by AgentLender, in its Permitted Discretion, deems to be Eligible Inventory; provided that. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business finished goods or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations raw materials and warranties contained in this Agreementnot work-in-process, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing packaging or shipping materials, (c) is bulk wine at cost labels, samples, display items, bags, replacement parts or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red winemanufacturing supplies; (db) is not held on consignment, nor subject to any deposit or down payment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authoritygovernmental authority, has not been acquired from an entity subject to any sanction or on any specially designated nationals list maintained by OFAC, and does not constitute hazardous materials under any environmental law; (f) conforms with the covenants and representations herein; (g) is subject to AgentLender’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such any Borrower’s or AgentLender’s right to dispose of such Inventory, unless Agent Lender has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted DiscretionWaiver; (k) is not located (i) on a premises containing Eligible Inventory with an aggregate Value of at least $50,000, (ii) if such Inventory is located on a leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the such lessor or such other Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in , provided, that, so long as Borrowers maintain Inventory with an aggregate Value of less than $60,000 at the details of a current perpetual inventory report; Lambda Warehouse, no Lien Waiver shall be required for such location, or (miii) if it such Inventory is Inventory located on a premises owned by Borrowers and such premises is subject to a target acquired mortgage, the mortgagee of such premises has delivered a mortgagee waiver in connection with a Permitted Acquisition, an appraisal form and field examination with respect to such Inventory have been completed and are reasonably substance satisfactory to Agent (which appraisal and field examination may be conducted prior Lender. Enforcement Action: any action to the closing of such Permitted Acquisition)enforce any Obligations or Loan Documents or to realize upon any Collateral.

Eligible Inventory. Inventory owned by a Borrower that is deemed by Agent, in its Permitted Discretion, to be Eligible Inventory; provided that, no Inventory shall be (i) Keep all Eligible Inventory unless it only at the locations in the United States; and (aii) is keep all Eligible Inventory only at locations identified on Schedule E-3 (as amended pursuant to Section 5.2), (iii) keep all Eligible Inventory fully covered at not less than their book value under Borrower’s “spares” all risk insurance policies, and (iv) keep all Eligible Inventory from being installed or held for installation on an Aircraft or Engine, or otherwise held, by, for, or on behalf an air carrier as defined in 14 CFR 49. Each Borrower shall, and shall cause each other Spare Parts Loan Party to, also keep all Spare Parts that are Collateral and all Eligible Inventory (except to the extent such Spare Parts are the subject of a Permitted Spare Parts Installation permitted pursuant to Section 5.19(e)(ii)) in fenced areas with readily visible signage indicating that the Spare Parts located at such location are subject to a Borrower’s principal place Lien in favor of business Agent or any other facility storing cased goods and/or bulk wine otherwise segregated and not commingled with assets that complies with such Borrower’s related representations and warranties contained in this Agreement, are not Collateral. (b) is Keep all Spare Parts and other Inventory (except to the extent the subject of a Permitted Spare Parts Installation permitted pursuant to Section 5.19(e)) of the Spare Parts Loan Parties not useddesignated as Eligible Inventory only at the locations identified on Schedule E-3 (as amended pursuant to Section 5.2) and not permit any Spare Parts or other Inventory to be located at the premises of or otherwise put into the possession or control of any bailee, returnedwarehouseman, obsoleteFAA repair station, spoiledservicer, inadequately sealedmechanic, packaged or storedvendor, supplier, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk winePerson unless a Collateral Access Agreement has been put in place with such Person), packing or shipping materialsprovided that: (i) Borrower may amend Schedule E-3 pursuant to Section 5.2 to add additional locations so long as: (A) such amendment occurs by written notice to Agent not less than 10 Business Days prior to the date on which any Spare Parts are moved to such new location, and (cB) such new location is bulk wine at cost or wholesale “FOB” cased wine, within the United States; (ii) any Spare Part that is not older than three years following December 31 Eligible Inventory may be transported to or from, or be in the possession of its vintage year or under the control of, a bailee, warehouseman, FAA repair station, overhaul or maintenance servicer, mechanic, or similar Person for white wine and that is purposes of repair in the ordinary course of Borrower’s business without a Collateral Access Agreement so long as either (iA) not older than four years following December 31 no Event of its vintage year for red wine Default has occurred and is continuing or would result therefrom, or (iiB) is four years the aggregate book value of all such Spare Parts in the possession of or older following December 31 under the control of its vintage year for red wine but all such Persons, in the aggregate, does not exceed $5,000,000 2,000,000; (iii) so long as such transit is in the aggregate United States and in Value the ordinary course of such red wineBorrower’s business, the Spare Parts Loan Parties may move Spare Parts that are not Eligible Inventory to any location identified on Schedule E-3; (div) so long as (A) no Event of Default has occurred and is continuing or would result therefrom, (B) such transit is in the ordinary course of Borrower’s business, and (C) the aggregate book value of all Spare Parts moved to all such foreign locations, in the aggregate, does not held on consignmentexceed $2,500,000 (provided that Spare Parts at such foreign locations shall not count against the dollar amount of Spare Parts permitted to be maintained with third parties pursuant to Section 5.19(b)(ii)(B)), nor subject the Spare Parts Loan Parties may move Spare Parts that are not Eligible Inventory to any deposit or down payment; location outside the United States (e) meets all standards imposed by any Governmental Authority; (f) conforms with including locations outside the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which United States where such Spare Parts are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of or under the control of a bailee, warehouseman, processorFAA repair station, repairmanoverhaul or maintenance servicer, mechanic, shipperor similar Person); (v) so long as such transit is in the ordinary course of Borrower’s business, freight forwarder the Spare Parts Loan Parties may move Spare Parts that are not Eligible Inventory from any location outside the United States to any other location outside the United States; (vi) so long as such transit is in the ordinary course of Borrower’s business, the Spare Parts Loan Parties may move Spare Parts that are not Eligible Inventory to the location of Aircraft, Engines, flight simulators or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with Equipment to complete a Permitted AcquisitionSpare Parts Installation that is permitted pursuant to Section 5.19(e); and (vii) the Spare Parts Loan Parties may move Spare Parts that are not Eligible Inventory pursuant to pool, an appraisal and field examination exchange or lease transactions permitted pursuant to Section 5.19(e). (c) Maintain in effect a Spare Parts Tracking System. (d) Maintain, with respect to Spare Parts, all records, logs, serviceability tags and other documents and materials required by applicable law, including the FARs, or by the Spare Parts Loan Parties' Maintenance Program. (e) Not permit any Spare Parts to be leased, sold, exchanged, attached or installed on any Aircraft, Engine, flight simulator, or other Equipment, or otherwise disposed of; provided, however, that (i) so long as no Overadvance (as defined under the DIP Revolving Credit Agreement) is outstanding or would result therefrom (after having removed any such Eligible Inventory from the Borrowing Base (as defined under the DIP Revolving Credit Agreement)), the Spare Parts Loan Parties may sell Spare Parts that are not Eligible Inventory in the ordinary course of Borrower’s business, (ii) so long as no Overadvance (as defined under the DIP Revolving Credit Agreement) is outstanding or would result therefrom, Borrower may make Permitted Spare Parts Installations with Eligible Inventory, (iii) the Spare Parts Loan Parties may make Permitted Spare Parts Installations with Spare Parts (other than Eligible Inventory), and (iv) with respect to Spare Parts that are not Eligible Inventory, the Spare Parts Loan Parties may pool, exchange, or lease such Spare Parts in the ordinary course of business so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the aggregate book value of all such Spare Parts, in the aggregate, does not exceed $1,000,000. (f) Each Borrower, on behalf of each of its Subsidiaries, hereby waives any and all rights that it has or may have been completed and are reasonably satisfactory in the future to assert or claim against Agent (which appraisal and field examination or any of the Lenders or any transferee pursuant to the exercise of remedies under any of the Loan Documents, any mechanic's, repairer's, servicer's, ▇▇▇▇▇▇'▇ or other Lien against any Collateral, including any Spare Parts, Engines, or Aircraft constituting Collateral. Not permit any of its Spare Parts to be located at the premises of or otherwise put into the possession or control of any bailee, warehouseman, FAA repair station, servicer, mechanic, vendor, supplier, or similar Person except: that any Spare Part that is not an Eligible Inventory may be conducted prior in the possession of or under the control of a bailee, warehouseman, FAA repair station, overhaul or maintenance servicer, mechanic, or similar Person to the closing of such Permitted Acquisitionextent expressly permitted by (but without duplication of) Section 5.19(b).

Eligible Inventory. Upon Borrower's delivery to Lender of an Inventory owned by a Borrower that is deemed by AgentReport, Lender shall determine, in its Permitted Discretionsole and absolute discretion and in the exercise of good faith, to be Eligible Inventory; provided that, no which items of Inventory shall be listed thereon are Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate exercise of good faith. In making this determination, Lender will consider the following requirements: (A) The item of Inventory is in Value of such red wine; (d) is not held on consignmentgood condition, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; governmental agency, or department or division thereof, having regulatory authority over such goods, their use or sale and is either currently useable or currently saleable in the ordinary course of Borrower's (fwho owns such Inventory) conforms with business and is not otherwise unacceptable to Lender due to age, type, category or quantity; (B) The item of Inventory is located at one of the covenants and representations herein; (g) locations listed on Exhibit C attached hereto, is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising covered by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, Lender's perfected security interest and is not consigned to any Person; (i) is not subject to any warehouse receipt other lien, claim, encumbrance or negotiable Document; security interest, except for the Permitted Liens; (jC) is The item of Inventory has not subject remained on hand for more than three hundred sixty (360) days; (D) The item of Inventory has not been consigned, sold or leased to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose Person; (E) Each of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve the warranties and representations set forth in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve Section 9.3 has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination reaffirmed with respect to such items of Inventory have been completed at the date that the most recent Inventory Report was delivered to Lender; and (F) The item of Inventory was not purchased by Borrower in or as part of a "bulk" transfer or sale of assets unless Borrower, and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing seller of such Permitted Acquisition)item, have complied with all applicable bulk sales or bulk transfer laws.

Eligible Inventory. The following shall constitute the Eligibility Criteria for acceptance of Inventory owned by a Borrower that is deemed by Agentfor inclusion in the Borrowing Base. All Inventory of the Loan Parties, valued at the lower cost or market in its Permitted Discretionaccordance with GAAP, to be Eligible Inventory; provided that, no but excluding any Inventory shall be Eligible Inventory unless it having any of the following characteristics: (a) Inventory that is in-transit; located at a Borrower’s principal place of business any warehouse, job site or located on any other facility storing cased goods and/or bulk wine premises that complies with such Borrower’s related representations and warranties contained in this Agreement, may be subject to the Lien of any person other than the Collateral Agent; (b) Inventory that is otherwise not usedsubject to a duly perfected first priority Lien in the Collateral Agent’s favor; (c) Inventory that is subject to (x) a Lien in favor of any Person other than the Lender other than the ABDC Lien that is subject to the ABDC Intercreditor Agreement and (y) the Lien of a supplier or similar creditor of any of the Loan Parties that is subject to a Supplier Intercreditor Agreement; (d) Inventory covered by any negotiable or non-negotiable warehouse receipt, returned▇▇▇▇ of lading or other document of title; on consignment from any Person; on consignment to any Person or subject to any bailment unless such consignee or bailee has executed an agreement with the Lender; (e) Supplies, packaging, parts or sample Inventory, or customer supplied parts or Inventory; (f) Work-in-process Inventory; (g) Inventory that is damaged, defective, obsolete, spoiled, inadequately sealed, packaged slow moving or storednot currently saleable in the normal course of Borrower’s operations, or otherwise unmerchantablethe amount of such Inventory that has been reduced by shrinkage; (h) Inventory that the Borrower has returned, consignedhas attempted to return, demonstrative is in the process of returning or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either intends to return to the vendor thereof; (i) not older than four years following December 31 Inventory that is perishable or live or 30 days from expiration; (j) Inventory stored at locations outside the United States; (k) Inventory formulated by a Loan Party pursuant to a license unless the applicable licensor has agreed in writing to permit the Collateral Agent to exercise its rights and remedies against such Inventory; and (l) Inventory that is classified as controlled substances, C2 or other controlled substances or pharmaceuticals unless the applicable Loan Party (i) possesses a specialized license from the U.S. Drug Enforcement Agency or other federal, state or local authority to sell or dispose of its vintage year for red wine same, or (ii) is four years not otherwise prohibited under applicable law from selling or older following December 31 otherwise disposing of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)same.

Eligible Inventory. Inventory owned by a Borrower that is deemed by Agent, in its Permitted Discretion, to be Eligible Inventory; provided that, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that (i) complies with such Borrower’s related representations and warranties contained in this Agreement, and (ii) has Inventory with an aggregate Value of not less than $100,000 at such location, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is (i) bulk whiskey and other bulk spirits, (ii) bulk wine, (iii) wholesale “FOB” cased wine at cost or wholesale “FOB” cased winespirits for which the stock keeping units have a Value in excess of $1,000, (iv) Retail Wine sold under a label that has been approved by Agent in its Permitted Discretion and for which the stock keeping units have a Value in excess of $1,000, or (v) Late Release Wine up to an aggregate value of $5,000,000, provided, that with respect to wholesale “FOB” cased wine and Retail Wine, it must be either (x) white wine that is not older than three years following December 31 of its vintage year for white year, or (y) red wine and that is either (i1) not older than four years following December 31 of its vintage year for red wine year, or (ii2) is more than four years or older old following December 31 of its vintage year for red wine but does not exceed $5,000,000 10,000,000 in the aggregate in Value of Value, or (z) non-vintage wine that is either (1) sparkling wine or is sold under the label “Middle Sister” but does not exceed $8,000,000 in the aggregate in Value, or (2) other non-vintage wine that is not older than one year following its release date; provided, further, that with respect to such red winewholesale “FOB” cased spirits they must not be older than one year from their release date and they must not exceed $8,000,000 in the aggregate in Value; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s ReservePermitted Liens, and (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish established an appropriate reserve in its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or and (m) is subject to a Lien Waiver if it is Inventory owned by held in a target acquired wine barrel in connection with which any Person other than Agent has a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)Lien.

Eligible Inventory. Eligible Inventory" shall consist of all of the Inventory of a Borrower, except the following: (i) work in process; (ii) Inventory which is damaged, obsolete, not in good condition, or not either currently usable or currently saleable in the ordinary course of such Borrower's business as determined by Lender in its reasonable business discretion; (iii) Inventory which Lender determines, or which in accordance with such Borrower's customary business practices, is unacceptable due to age, type, category and/or quantity, including any Inventory which is in excess of a one (1) year's supply or is otherwise slow-moving; (iv) Inventory with respect to which Lender does not have a first and valid, fully perfected Lien except; (v) Inventory consisting of packaging or supplies; (vi) Inventory in the possession of such Borrower but not owned by such Borrower; (vii) Inventory produced in violation of the Fair Labor Standards Act and subject to the so-called "hot goods" provision contained in Title 29 U.S.C. ss.215(a)(1); (viii) Inventory with respect to which any disclosure is required in the applicable Monthly Report or Borrowing Base Certificate in accordance with Section 11.1(n); (ix) Inventory which is on consignment or is located at a place other than the places of business and collateral locations of such Borrower that is deemed by Agentlisted on Schedule 10.29; provided that, subject to Section 11.24, in the case of leased or bailment locations listed on Schedule 10.29, no Inventory located at any such location shall be "Eligible Inventory" until the applicable landlord or bailee has executed a lien waiver in form and substance satisfactory to Lender) including Inventory in transit; (x) Inventory consisting of finished goods which do not meet the specifications of the purchase order for which such Inventory was produced; and (xi) Inventory which fails to meet the standards imposed by any governmental agency, or department or division thereof, having regulatory authority over such goods, its Permitted Discretion, use and/or sale. In the event that Inventory previously scheduled in a Monthly Report or Borrowing Base Certificate ceases to be Eligible Inventory; provided that, no Inventory Borrowers shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)notify Lender thereof immediately.

Eligible Inventory. All of the Inventory owned by a each Credit Party and properly reflected as “Eligible Inventory”, or “Eligible In-Transit Inventory” in the most recent Borrowing Base Certificate delivered by Borrower that is deemed by AgentRepresentative to Agent shall be “Eligible Inventory” or “Eligible In-Transit Inventory”, as applicable for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below or in the component definitions herein applies. Agent shall have the right to establish, modify, or eliminate Reserves against Eligible Inventory from time to time in its Permitted Discretion. In addition, Agent reserves the right, at any time and from time to time after the Effective Date, to adjust any of the applicable criteria and to establish new criteria with respect to Eligible Inventory, and/or Eligible In-Transit Inventory in each case in its Permitted Discretion, subject to be the approval of Required Lenders in the case of adjustments or new criteria that have the effect of increasing the Borrowing Base. Eligible Inventory; provided that, no Inventory shall be Eligible not include the following Inventory unless it of a Credit Party that: (a) is located at a Borrower’s principal place not owned by such Credit Party free and clear of business or all Liens and rights of any other facility storing cased goods and/or bulk wine Person (including the rights of a purchaser that complies has made progress payments and the rights of a surety that has issued a bond to assure such Credit Party’s performance with such Borrower’s related representations and warranties contained respect to that Inventory), except (i) Qualified Liens described in clause (iv) of the definition thereof (provided that Reserves may be established with respect thereto in accordance with this Agreement, ) and (ii) Permitted Liens in favor of landlords and bailees (provided that Reserves may be established with respect thereto in accordance with this Agreement); (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) is not older than four years following December 31 of its vintage year for red wine located on premises owned, leased or rented by such Credit Party and set forth in Schedule 3.21, such schedule to be updated from time to time, or (ii) is four years stored at a leased location either (x) with respect to which a reasonably satisfactory collateral access agreement has been delivered to Agent, or older following December 31 (y) Reserves may be established with respect thereto in accordance with this Agreement or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory, acknowledged bailee letter has been received by Agent and Reserves may be established with respect thereto in accordance with this Agreement, or (iv) is located at an owned location subject to a mortgage in favor of its vintage year for red wine but does not exceed $5,000,000 in a lender other than Agent unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, or (v) is located at any site if the aggregate book value of Inventory at any such location is less than $100,000; (c) is placed, purchased or sold on consignment (other than Eligible Consigned Inventory up to an aggregate maximum amount of $2,000,000) or is in Value transit, except for Inventory in transit between locations of such red wine; Credit Parties as to which Agent’s Liens have been perfected at origin and destination, and except for Eligible In-Transit Inventory up to an aggregate maximum amount of $5,000,000; (d) is not held on consignmentcovered by a negotiable document of title, nor subject unless such document has been delivered to any deposit or down payment; Agent with all necessary endorsements, free and clear of all Liens except Qualified Liens described in clause (iv) of the definition thereof (provided that Reserves may be established with respect thereto in accordance with this Agreement); (e) meets is obsolete, slow moving (in excess of two year’s supply), unsalable, unrentable, shopworn, seconds, damaged, defective, unfit for sale, is being repaired, is not of good or merchantable quality or does not meet all standards imposed by any Governmental Authority; Authority having regulatory authority over such goods, their use, lease or sale; (f) conforms with the covenants and representations herein; consists of display items or packing or shipping materials, parts, manufacturing supplies, work‑in‑process Inventory, replacement parts, prototypes or consists of unfinished goods; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to consists of goods which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising have been returned by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); buyer; (h) is within not of a type held for sale in the continental United States, is not in transit (except (x) between locations ordinary course of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; such Credit Party’s business; (i) is not subject to any warehouse receipt or negotiable Document; a first priority lien in favor of Agent on behalf of itself and Secured Party, subject to (i) Qualified Liens described in clause (iv) of the definition thereof (provided that Reserves may be established with respect thereto in accordance with this Agreement) and (ii) Permitted Liens as set forth in clause (d) of subsection 5.1 (provided that Reserves may be established with respect thereto in accordance with this Agreement); (j) is does not subject conform to any License of the representations or other arrangement that restricts such Borrower’s or Agent’s right warranties pertaining to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve Inventory set forth in its Permitted Discretion; the Loan Documents; (k) is consists of Hazardous Materials or goods that can be transported or sold only with licenses that are not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; readily available; (l) is reflected in not covered by insurance as required by the details of a current perpetual inventory report; or Loan Documents; (m) if it is Inventory owned subject to any Patent or Trademark IP License requiring the payment of royalties or fees or requiring the consent of the licensor for a sale thereof by a target acquired Agent; or (n) in connection with a Permitted Acquisitionthe case of an Australian Credit Party, an appraisal and field examination with respect which does not meet all standards imposed by any Australian federal or state government authority, including relating to such Inventory have been completed and are reasonably satisfactory to Agent (its production, acquisition or importation for inventory located in Australia or which appraisal and field examination may be conducted prior to the closing does not consist of such Permitted Acquisition)raw materials or finished goods for inventory located in Australia.

Eligible Inventory. Inventory owned by Borrower or a Borrower that is deemed by Agent, in its Permitted Discretion, to be Eligible InventoryBorrowing Base Guarantor; provided that, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business finished goods, work-in-process or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations raw materials, and warranties contained in this Agreementnot packaging or shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies; (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor consignment or approval or subject to any deposit or down payment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental AuthorityAuthority and has not been acquired from an entity subject to Sanctions or any specially designated nationals list maintained by OFAC; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish unless an appropriate reserve its Permitted Discretion)Reserve has been established in Agent’s sole discretion; (h) is within the continental United StatesStates or Canada, is not in transit (except (x) between locations of Borrowers, or (y) Eligible In-Transit Inventory not to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretionexceed $20,000,000 at any time outstanding), and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable DocumentDocument unless an appropriate Reserve has been established in Agent’s sole discretion; (j) is not subject to any License or other arrangement that restricts such Borrower’s, any Borrowing Base Guarantor’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted DiscretionWaiver; and (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Availability Reserve has been establishedestablished in Agent’s sole discretion; (l) is reflected in the details of a current perpetual inventory report; or (m) provided further, Inventory shall not be Eligible Inventory if it is Inventory owned by a target acquired which Agent has (i) determined in connection with a Permitted Acquisitionits Credit Judgment is unacceptable for inclusion in the Aggregate Borrowing Base, an appraisal Tranche A Borrowing Base and field examination with respect Tranche B Borrowing Base and (ii) provided at least two (2) Business Days’ prior notice to such Inventory have been completed and are reasonably satisfactory to Agent Borrower (which appraisal and field examination may be conducted prior to the closing including telephonic or electronic notice promptly confirmed in writing) of such Permitted Acquisition)determination.

Eligible Inventory. ELIGIBLE INVENTORY" shall consist of all of the Inventory owned by a of Borrower that and each Guarantor, except the following: (i) Inventory which is deemed by Agent, in its Permitted Discretion, to be Eligible Inventory; provided that, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returneddamaged, obsolete, spoiled, inadequately sealed, packaged or storednot in good condition, or otherwise unmerchantable, consigned, demonstrative not either currently usable or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 currently saleable in the ordinary course of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or such Person's business as determined by Agent; (ii) Inventory which Agent determines, or which in accordance with such Person's customary business practices, is four years unacceptable due to age, type, category and/or quantity, including any Inventory which is in excess of a one (1) year's supply or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wineis otherwise slow-moving; (diii) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation Inventory with respect to which Agent has established does not have a Grower’s Reservefirst and valid, fully perfected Lien; (yiv) non-consensual Permitted Liens arising Inventory consisting of packaging or supplies; (v) Inventory in the possession of such Person but not owned by operation such Person; (vi) Inventory 52 produced in violation of law which are junior the Fair Labor Standards Act and subject to the Agent’s Lien, or so-called "hot goods" provision contained in Title 29 U.S.C. ss.215(a)(1); (zvii) any other Lien Inventory with respect to which Agent has establish an appropriate reserve its Permitted Discretion)any disclosure is requireD in the applicable Monthly Report or Borrowing Base Certificate in accordance with clauses (i) through (vi) of Section 9.5; (hviii) Inventory which is within on consignment or is located at a place other than the continental United Statesplaces of business and collateral locations of such Person listed on Schedule 11.29; provided that, is subject to Section 11.24, in the case of leased or bailment locations listed on Schedule 11.29, no Inventory located at any such location shall be "Eligible Inventory" until the applicable landlord or bailee has executed a lien waiver in form and substance satisfactory to Agent), including Inventory in transit; (ix) Inventory consisting of finished goods which do not in transit (except meet the specifications of the purchase order for which such Inventory was produced; (x) between locations of BorrowersInventory which fails to meet the standards imposed by any governmental agency, or department or division thereof, having regulatory authority over such goods, its use and/or sale and (yxi) work in process. In the event that Inventory previously scheduled in a Monthly Report or Borrowing Base Certificate ceases to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such be Eligible Inventory, unless Borrower shall notify, or shall cause the applicable Guarantor to notify, Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)thereof immediately.

Eligible Inventory. Upon Borrower's delivery to Lender of an Inventory owned by a Borrower that is deemed by AgentReport, Lender shall, in its Permitted Discretionreasonable credit judgment, determine which items of Inventory and Gaming Supply Inventory listed thereon are Eligible Inventory and Gaming Supply Eligible Inventory. Without limiting Lender's discretion to make such determination, the following Inventory and Gaming Supply Inventory shall not be deemed to be Eligible Inventory and Gaming Supply Eligible Inventory; provided that: (A) Any Inventory and any Gaming Supply Inventory which is slow moving, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not usedin good condition, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets meet all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Liengovernmental agency, or department or division thereof, having regulatory authority over such goods (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretionincluding the use or sale thereof); (h) is within the continental United States, is not currently useable or currently saleable in transit (except (x) between locations the ordinary course of BorrowersBorrower's or Gaming Supply's businesses, or is otherwise unacceptable to Lender due to age, type, category or quantity; (yB) to another location disclosed to Agent with respect to Any Inventory and any Gaming Supply Inventory which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject located at one of the locations listed on Exhibit 3.2(B) attached hereto, (ii) is in the possession of, or located on the premises of, a bailee, warehouseman, processor, vendor or other third party, unless Borrower has delivered to any warehouse receipt or negotiable Document; Lender an appropriate waiver from such party in form and substance satisfactory to Lender, (jiii) is not subject to any License and covered by Lender's security interest or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (kiv) is not located on leased premises subject to any other lien, claim, encumbrance or security interest other than liens, claims, encumbrances or security interests in favor of NatWest and subject to the possession terms of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent Intercreditor Agreement; (C) Any Inventory and Charges Reserve any Gaming Supply Inventory which has been established; consigned, bailed, sold or leased to any Person; (lD) is reflected in the details of a current perpetual inventory report; or (m) if it is Any Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination Gaming Supply Inventory with respect to which the representations and warranties set forth in Section 9.3 have not been reaffirmed and ratified as of the date of the most recent Inventory Report delivered to Lender; (E) Any Inventory and any Gaming Supply Inventory which was purchased by Borrower or Gaming Supply in or as part of a "bulk" transfer or sale of assets unless Borrower or Gaming Supply, as applicable, and the seller of such Inventory or Gaming Supply Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).complied with all applicable bulk transfer laws;

Eligible Inventory. Inventory With respect to the Borrower or any of its ------------------ Subsidiaries, finished goods and work in progress and raw materials owned by a the Borrower that is deemed by Agent, in its Permitted Discretion, to be Eligible Inventoryor such Subsidiary; provided that, no that Eligible Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or not include -------- any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either inventory (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor or not otherwise owned by the Borrower or such Subsidiary, or of a type no longer sold by the Borrower or such Subsidiary, (ii) which has been returned by a customer and is damaged or subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (legal encumbrance other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s ReservePermitted Liens, (yiii) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of the Borrower or such Subsidiary unless (A) the Loan and Collateral Agent has received a warehousemanwaiver from the party in possession of such inventory in form and substance satisfactory to the Loan and Collateral Agent or (B) such inventory is In-Transit Inventory, processor, repairman, mechanic, shipper, freight forwarder (iv) which is held by the Borrower or other Personsuch Subsidiary on property leased by the Borrower or a Subsidiary, unless the Loan and Collateral Agent has received a waiver from the lessor of such leased property and, if any, sublessor thereof in form and substance satisfactory to the Loan and Collateral Agent, (v) as to which (other than with the case of In- Transit Inventory) appropriate Uniform Commercial Code financing statements showing the Borrower or such Person has delivered a Lien Waiver Subsidiary as debtor and the Loan and Collateral Agent as secured party have not been filed in the proper filing office or an appropriate Rent offices in order to perfect the Loan and Charges Reserve Collateral Agent's security interest therein, (vi) which has been established; shipped to a customer of the Borrower or such Subsidiary regardless of whether such shipment is on a consignment basis, (lvii) which, other than In-Transit Inventory, is reflected not located within the United States of America, (viii) which the Loan and Collateral Agent reasonably deem to be not marketable, (ix) scrap inventory, held coils (i.e. coils not used for initial orders) in excess of $1,000,000 at any time, and "Other Inventory" as classified by the details Borrower on its financial statements as of a current perpetual inventory report; the Balance Statement Date, or (mx) if it is Inventory which has been owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to the Borrower or such Inventory have been completed and are reasonably satisfactory to Agent Subsidiary for more than one (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)1) year.

Eligible Inventory. All Eligible Inventory owned by a Borrower that is deemed by Agentof good and merchantable quality, in its Permitted Discretion, free from defects. As to be each item of Eligible Inventory; provided that, no such Inventory shall be Eligible Inventory unless it is (a) is located at a Borrower’s principal place owned by Borrower free and clear of business or any all Liens other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained than Liens in this Agreement, favor of Lender, (b) is not usedeither located at one of the locations set forth on Schedule E-1 or in transit from one such location to another such location, returnedprovided, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased winehowever, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value case of Eligible In-Transit Inventory, such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; Inventory (i) is currently in transit from a location not set forth on Schedule E-1 to a location on Schedule E-1, (ii) title to such Inventory has passed to Borrower, and (iii) such Inventory otherwise conforms with the definition of Eligible In-Transit Inventory, (c) not located on real property leased by Borrower, in a contract warehouse, or other location that is not owned by Borrower, in each case, unless subject to a Collateral Access Agreement executed by the lessor, the warehouseman, or other third party, as the case may be, and unless segregated or otherwise separately identifiable from goods of others, if any, stored on the premises, (d) not goods that have been returned or rejected by Borrower's customers, (e) not goods that are obsolete or slow moving, restrictive or custom items, work-in-process, or that constitute spare parts, packaging and shipping materials, supplies used or consumed in Borrower's business, ▇▇▇▇ and hold goods, defective goods, "seconds," or Inventory acquired on consignment, and (f) not subject to any warehouse receipt the rights of other Persons (including rights associated with trademarks, patents, or negotiable Document; (jcopyrights) is not subject that would expose Lender to any License liability (including the payment of any royalty or other arrangement that restricts such Borrower’s sum) or Agent’s right to dispose prevent the sale of such Inventorygoods, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve as determined by Lender in its Permitted Discretion; provided that up to $500,000 (kof value—which shall be the lower of cost or fair market value) of Inventory on consignment with Atlantic Research Corporation shall be included in Eligible Inventory if (x) it satisfies the criteria for Eligible Inventory set forth in the definition of Eligible Inventory (other than such consigned inventory is not located at one of the locations set forth on leased premises or Schedule E-1) and (ii) Borrower has complied with the provisions of Section 9114(1)(a), (b), (c), and (d) of the Code (as in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted effect prior to July 1, 2001), or Section 9324(b) of the closing of such Permitted AcquisitionCode (as in effect on and after July 1, 2001).

Eligible Inventory. Eligible Inventory" shall consist of all of the Inventory, except the following: (i) Inventory which is damaged, obsolete, not in good condition, or not currently usable or currently saleable in the ordinary course of the Borrower's business as determined by the Agent; (ii) Inventory which the Agent determines, or which in accordance with the Borrower's customary business practices, is unacceptable due to age, type, category and/or quantity, including, without limitation, any Inventory which is in excess of a one (1) year's supply or is otherwise slow-moving; (iii) Inventory with respect to which the Agent does not have a first and valid, fully perfected Lien; (iv) Inventory consisting of packaging or supplies; (v) Inventory in the possession of the Borrower but not owned by the Borrower; (vi) Inventory produced in violation of the Fair Labor Standards Act and subject to the so-called "hot goods" provision contained in Title 29 U.S.C. ss.215(a)(1); (vii) Inventory with respect to which any disclosure is required in the applicable Monthly Report or Borrowing Base Certificate in accordance with subsection 3.11; (viii) Inventory which is on consignment or is located at a place other than the places of business and collateral locations of the Borrower that is deemed by Agentlisted on Exhibit 8.6; provided that, subject to subsection 7.9, in its Permitted Discretionthe case of leased or bailment locations listed on Exhibit 8.6, no Inventory located at any such location shall be "Eligible Inventory" until the applicable landlord or bailee has executed a lien waiver in form and substance satisfactory to the Agent) including, without limitation, Inventory in transit; (ix) Inventory consisting of finished goods which do not meet the specifications of the purchase order for which such Inventory was produced; and (x) Inventory which fails to meet the standards imposed by any governmental agency, or department or division thereof, having regulatory authority over such goods, or their use and/or sale. In the event that the Borrower becomes aware that Inventory with a material value previously scheduled in a Monthly Report or Borrowing Base Certificate ceases to be Eligible Inventory; provided that, no Inventory the Borrower shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in notify the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)thereof immediately.

Eligible Inventory. Any and all raw material and finished goods Inventory owned by of Borrower valued at the lower of cost (determined on a Borrower that is deemed by Agent, in its Permitted Discretion, to be Eligible Inventory; provided that, no Inventory shall be Eligible Inventory unless it (afirst-in/first-out basis) is or market value located at a Borrower’s principal place 's places of business shown on Schedule "5.2" attached hereto and made part hereof (and for which location Lender has received a landlord, warehouse or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations mortgagee waiver as determined by, and warranties contained in this Agreementform and substance satisfactory to, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wineLender), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable DocumentLien (other than Liens granted under this Agreement and Permitted Liens, if applicable); (jii) is not subject to any License slow moving, damaged, obsolete or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventoryunmerchantable, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve as determined by Lender in its Permitted Discretionsole discretion; (kiii) meets all standards, if any, imposed by any Governmental Authority; (iv) is not located Inventory held on leased premises consignment; (v) is not Inventory in-transit unless such Inventory (A) is in transit to one of Borrower's places of business shown on Schedule "5.2", (B) is owned by Borrower, (C) is insured to the full value thereof, and (D) is subject to negotiable bills of lading endorsed to, or non-negotiable bills of lading issued in the possession name of Lender, and covered by a warehousemanLetter of Credit issued under the Revolving Credit; (vi) is situated at a location not owned by Borrower, processor, repairman, mechanic, shipper, freight forwarder provided that (x) the owner or other Person, unless the lessor or occupier of such Person location has delivered executed in favor of Lender a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; Agreement or (my) if it is Inventory owned by Lender has instituted a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior reserve to the closing Borrowing Base in an amount equal to three (3) months’ rent under the lease for such location and (vii) meets such other reasonable specifications and requirements which may from time to time be established by Lender. Environmental Laws – Any and all Federal, foreign, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees and any and all common law requirements, rules and bases of such Permitted Acquisition)liability regulating, relating to or imposing liability or standards of conduct concerning pollution, protection of the environment, or the impact of pollutants, contaminants or toxic or hazardous substances on human health or the environment, as now or may at any time hereafter be in effect.

Eligible Inventory. Inventory With respect to S&H, finished goods owned by a Borrower such Borrower; PROVIDED that is deemed by Agent, in its Permitted Discretion, to be Eligible Inventory; provided that, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or not include any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either inventory (i) held on consignment, or not older than four years following December 31 otherwise owned by such Borrower, or of its vintage year for red wine or a type no longer sold by such Borrower; (ii) which has been returned by a customer or is four years damaged or older following December 31 subject to any legal encumbrance other than Permitted Liens; (iii) which is not in the possession of its vintage year for red wine but such Borrower unless (A) such inventory is subject to a documentary letter of credit issued by a lender approved by the Administrative Agent and the Administrative Agent has possession of and a first priority, perfected security interest in the documents of title relating to such inventory, (B) such inventory is in transit from one Permitted Inventory Location of such Borrower within the United States of America to another Permitted Inventory Location of such Borrower within the United States of America or (C) the aggregate gross book value of such inventory does not exceed $5,000,000 in 6,000,000 with respect to inventory located at such Borrower's distribution center and warehouse located at 8145 ▇▇▇▇▇▇ ▇▇▇▇▇, Florence, Kentucky and operated by The Discovery Channel Store, Inc. pursuant to the aggregate in Value of Cooperation and Services Agreement between The Discovery Channel Store, Inc. and such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority LienBorrower, and no $1,750,000 with respect to all other Lien (other than inventory locations and the Administrative Agent has received (x) any Lien permitted pursuant a waiver in form and substance satisfactory to PACA or any other similar agricultural law or regulation with respect to which the Administrative Agent has established a Grower’s Reservefrom the possessor of such inventory, (y) non-consensual Permitted Liens arising by operation of law which are junior financing statements in form and substance satisfactory to the Agent’s LienAdministrative Agent executed and delivered by such Borrower as secured party/bail▇▇ ▇▇▇ the possessor of such inventory as debtor/bailee, for filing in the appropriate jurisdictions PROVIDED, HOWEVER, that the Administrative Agent may in its sole discretion, waive the foregoing requirement with respect to financing statements, and (z) an assignment in form and substance satisfactory to the Administrative Agent by the secured party/bail▇▇ ▇▇ the Administrative Agent of the aforementioned financing statements; (iv) in which the Administrative Agent does not have a valid and perfected first priority security interest; (v) which has been shipped to a customer of such Borrower regardless of whether such shipment is on a consignment basis; (vi) which is not located at a Permitted Inventory Location of such Borrower within the United States of America, unless (A) such inventory is subject to a documentary letter of credit issued by a lender approved by the Administrative Agent and the Administrative Agent has possession of and a first priority, perfected security interest in the documents of title relating to such inventory or (B) such inventory is in transit from one Permitted Inventory Location of such Borrower within the United States of America to another Permitted Inventory Location of such Borrower within the United States of America; (vii) which the Majority Lenders reasonably deem to be obsolete or not marketable; (viii) which is located in California unless the Administrative Agent has received a legal opinion in form and substance satisfactory to the Administrative Agent that the Loan Documents comply with the provisions of ss.9102(5)(b) of the Uniform Commercial Code as in effect in California, or (zix) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations consists of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)live plantings.

Eligible Inventory. Inventory With respect to the Borrower or any of its Subsidiaries, finished goods, work in progress and raw materials and component parts inventory owned by a the Borrower that is deemed by Agent, in its Permitted Discretion, to be Eligible Inventoryor such Subsidiary; provided that, no that Eligible Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or not include any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either inventory (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wine; (d) is not held on consignment, nor or not otherwise owned by the Borrower or such Subsidiary, or of a type no longer sold by the Borrower or such Subsidiary, (ii) which has been returned by a customer and not saleable in the ordinary course of the Borrower's business or is damaged or subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (legal encumbrance other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s ReservePermitted Liens, (yiii) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of the Borrower or such Subsidiary unless the Agent has received a warehousemanwaiver from the party in possession of such inventory in form and substance satisfactory to the Agent, processor, repairman, mechanic, shipper, freight forwarder (iv) which is held by the Borrower or other Personsuch Subsidiary on property leased by the Borrower or a Subsidiary, unless the Agent has received a waiver from the lessor of such leased property and, if any, sublessor thereof in form and substance satisfactory to the Agent, (v) as to which appropriate Uniform Commercial Code financing statements showing the Borrower or such Person has delivered a Lien Waiver Subsidiary as debtor and the Agent as secured party have not been filed in the proper filing office or an appropriate Rent and Charges Reserve offices in order to perfect the Agent's security interest therein, (vi) which has been established; shipped to a customer of the Borrower or such Subsidiary regardless of whether such shipment is on a consignment basis, (lvii) which is reflected in not located within the details United States of a current perpetual inventory report; America, or (mviii) if it is Inventory owned which the Majority Banks reasonably deem to be obsolete or not marketable. Employee Benefit Plan. Any employee benefit plan within the meaning of (S)3(3) of ERISA maintained of contributed to by the Borrower or any ERISA Affiliate, other than a target acquired in connection with a Permitted AcquisitionMultiemployer Plan. Environmental Laws. Any judgment, an appraisal decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under the Resource Conservation and field examination with respect to such Inventory have been completed Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and are reasonably satisfactory to Agent Liability Act of 1980 as amended (which appraisal "CERCLA"), the Superfund Amendments and field examination may be conducted prior Reauthorization Act of 1986 ("▇▇▇▇"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any applicable state or local statutes, regulation, ordinance, order or decree relating to the closing of such Permitted Acquisition)environment.

Eligible Inventory. Inventory With respect to the Borrower, finished goods inventory owned by a Borrower the Borrower; PROVIDED that is deemed by Agent, in its Permitted Discretion, to be Eligible Inventory; provided that, no Inventory shall be Eligible Inventory unless it not include any inventory (a) is located at a held on consignment, or not otherwise owned by the Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) which is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (subject to any legal encumbrance other than bulk wine), packing or shipping materialsPermitted Liens, (c) is bulk wine at cost or wholesale “FOB” cased wine, that which is not older than three years following December 31 in the possession of its vintage year for white wine and that is either the Borrower unless (i) not older than four years following December 31 the Agent has received a waiver from the party in possession of its vintage year for red wine such inventory in form and substance reasonably satisfactory to the Agent or (ii) such inventory is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in transit from one Permitted Inventory Location to another Permitted Inventory Location, and the aggregate in Value total duration of such red wine; transit time is not more than two (2) Business Days, (d) which is not held on consignment, nor subject to any deposit lien, encumbrance or down payment; security interest which is prior to the liens granted to the Agent (other than landlord's or lessor's liens under leases to which the Borrower is a party provided no amount secured by such lien has become due and payable and not been paid), (e) meets all standards imposed by any Governmental Authority; as to which appropriate Uniform Commercial Code financing statements showing the Borrower as debtor and the Agent as secured party have not been filed in the proper filing office or offices in order to perfect the Agent's security interest therein, (f) conforms with which has been shipped to a customer of the covenants and representations herein; Borrower regardless of whether such shipment is on a consignment basis, (g) which is subject not located at a Permitted Inventory Location unless such inventory is in transit from one Permitted Inventory Location to Agent’s duly perfected, first priority Lienanother Permitted Inventory Location, and no other Lien the total duration of such transit time is not more than two (other than (x2) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s ReserveBusiness Days, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within which the continental United StatesBorrower reasonably deems to be obsolete or not marketable consistent with its past practices, is not in transit (except (x) between locations PROVIDED that such practices shall be subject to the review and approval of Borrowersthe Agent after the occurrence and during the continuance of an Event of Default, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) which is not subject Packaway Inventory to any warehouse receipt the extent such inventory exceeds ten percent (10%) of Eligible Inventory or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve which has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent the Borrower for more than one (which appraisal and field examination may be conducted prior 1) year (except to the closing extent permitted in clause (i) of such Permitted Acquisitionthis definition).

Eligible Inventory. Inventory owned by a Borrower that is deemed by Agent, in its Permitted DiscretionCredit Judgment, deems to be Eligible Inventory; provided that, no satisfy the criteria set forth below. No Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business finished goods or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations raw materials, and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing packaging or shipping materials, (c) is bulk wine at cost labels, samples, display items, bags, replacement parts or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red winemanufacturing supplies; (db) is not held on consignment, nor subject to any deposit or down payment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving (as determined by Agent in its Credit Judgment from time to time), perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authority, has not been acquired from a Person that is the target of any Sanction or on any specially designated nationals list maintained by OFAC, and does not constitute hazardous materials under any Environmental Law; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority LienLien which must, (i) in the case of any Inventory of a U.K./Dutch Borrower or a U.S. Borrower located in Germany, be a German law governed Lien pursuant to a security transfer agreement onin a form substantially the same terms as the German Security Transfer Agreement consistent in all material respects with any applicable German law security transfer agreement executed and delivered pursuant the Fourth Amended and Restated Loan and Security Agreement or pursuant to this Agreement prior to the Third Amendment Effective Date, or in such other form as may be reasonably acceptable to Agent, and (ii) in the case of any Inventory of the German Borrower, the Dutch Borrower or U.S. Borrowers located in the United Kingdom, be an English law governed Lien pursuant to a floating charge on substantially the same terms as the U.K. Security Agreements, and no other Lien (other than than: (x) any Lien permitted subject to the terms of the Intercreditor Agreement, Liens granted to Term Loan Collateral Agent pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reservethe Term Loan Documents, and (y) non-consensual Permitted Liens arising by operation of law which are junior subordinate to the Agent’s Lien, Liens of Agent pursuant to the Intercreditor Agreement or (z) any other Lien another intercreditor agreement entered into in accordance with respect to which Agent has establish an appropriate reserve its Permitted Discretionthe terms hereof); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

Eligible Inventory. Inventory owned by a Borrower that is deemed by AgentLender, in its Permitted Discretion, deems to be Eligible Inventory; provided that. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business finished goods or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations raw materials, and warranties contained in this Agreementnot work-in-process, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing packaging or shipping materials, (c) is bulk wine at cost labels, samples, display items, bags, replacement parts or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red winemanufacturing supplies; (db) is not held on consignment, nor subject to any deposit or down payment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authority, has not been acquired from an entity that is the target of any Sanction or on any specially designated nationals list maintained by OFAC, and does not constitute hazardous materials under any Environmental Law; (f) conforms conforms, in all material respects, with the covenants and representations herein; (g) is subject to AgentLender’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to that do not have priority over the AgentLender’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United StatesStates or Canada, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or AgentLender’s right to dispose of such Inventory, unless Agent Lender has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted DiscretionWaiver; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; and (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

Eligible Inventory. Inventory owned by a Borrower that is deemed by AgentAgent shall have the sole right, in its Permitted Discretionsole reasonable discretion exercised in accordance with its customary business practices, to determine which Inventory of Borrowers is eligible (the "Eligible Inventory"). Without limiting Agent's discretion, the following Inventory shall not be Eligible Inventory: (i) Inventory which is obsolete, not in good condition, or not either currently usable or currently salable in the ordinary course of the applicable Borrower's business; (ii) Inventory other than blank T-shirt stock, current calendar model year die-cast finished goods and prior calendar model year die-cast finished goods, (iii) Inventory which Agent determines, in the exercise of Agent's sole reasonable discretion exercise in accordance with Agent's customary business practices, to be Eligible Inventoryunacceptable due to age, type, category and/or quantity; provided that, no (iii) Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (Person other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red wineBorrowers; (div) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation Inventory with respect to which Agent, on behalf of Lenders, does not have a first and valid fully perfected Lien; (v) QVC Inventory or any other Inventory which is stored or placed with a bailee, consignee, warehouseman, supplier, lessor or similar party, unless otherwise deemed to be Eligible Inventory by Agent has established in its sole discretion; provided, that QVC Inventory shall not be deemed ineligible by virtue of the criteria set forth in this clause (v) so long as (1) such Inventory is held on consignment by QVC at a Grower’s Reservelocation owned or leased by QVC, Inc., (y2) nonsuch Inventory is not otherwise ineligible under any of the other criteria set forth in this subsection 3.10, (3) such Inventory is owned by the applicable Borrower, whose ownership interest in such Inventory is prior to all creditors of QVC, Inc. and has been perfected in accordance with Section 9-consensual Permitted Liens arising 114 of the Code (and Borrowers have provided written evidence thereof to Agent), (4) Agent, on behalf of Lenders, shall have a first and valid fully perfected Lien on such Inventory and (5) Agent and QVC, Inc. shall have entered into a bailee letter with respect to all Inventory at such location in form and substance satisfactory to Agent; (vi) Inventory delivered to any Borrower on consignment; (vii) Inventory which is not located at one of the locations designated on Schedule 3.10 hereof or at one of the other locations permitted under subsection 8.10 hereof; (viii) Inventory for which any Borrower has invoiced the customer, whether or not the customer has paid for such Inventory; (ix) Inventory the completion of manufacture or sale of which by operation of law which are junior Agent following a Default would require the consent of, or royalty payments to, any third party, except for Inventory subject to the Agent’s Lien, or rights of licensees under Motor Sports License Agreements entered into in the ordinary course of business; and (zx) any other Lien Inventory with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) any disclosure is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or required in the possession applicable Monthly Report or Collateral Report in accordance with subsection 3.11 hereof. In the event that previously scheduled Inventory having a value in excess of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected $200,000 in the details of a current perpetual inventory report; or (m) if it is aggregate ceases to be Eligible Inventory owned by a target acquired in connection with a Permitted Acquisitionunder the above-described criteria, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Borrower Representative shall notify Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)thereof promptly after any Borrower has obtained knowledge thereof.

Eligible Inventory. The following shall constitute the Eligibility Criteria for acceptance of Inventory owned by a Borrower that is deemed by Agentfor inclusion in the Borrowing Base. All Inventory of the Loan Parties, valued at the lower cost or market in its Permitted Discretionaccordance with GAAP, to be Eligible Inventory; provided that, no but excluding any Inventory shall be Eligible Inventory unless it having any of the following characteristics: (a) Inventory that is in-transit; located at a Borrower’s principal place of business any warehouse, job site or located on any other facility storing cased goods and/or bulk wine premises that complies with such Borrower’s related representations and warranties contained in this Agreement, may be subject to the Lien of any person other than the Collateral Agent; (b) Inventory that is otherwise not usedsubject to a duly perfected first priority Lien in the Collateral Agent’s favor; (c) Inventory that is subject to (x) a Lien in favor of any Person other than the Lender other than the ABDC Lien that is subject to the ABDC Intercreditor Agreement and (y) the Lien of a supplier or similar creditor of any of the Loan Parties that is subject to a Supplier Intercreditor Agreement; (d) Inventory covered by any negotiable or non-negotiable warehouse receipt, returned▇▇▇▇ of lading or other document of title; on consignment from any Person; on consignment to any Person or subject to any bailment unless such consignee or bailee has executed an agreement with the Lender; (e) Supplies, packaging, parts or sample Inventory, or customer supplied parts or Inventory; (f) Work-in-process Inventory; (g) Inventory that is damaged, defective, obsolete, spoiled, inadequately sealed, packaged slow moving or storednot currently saleable in the normal course of Borrower’s operations, or otherwise unmerchantablethe amount of such Inventory that has been reduced by shrinkage; (h) Inventory that the Borrower has returned, consignedhas attempted to return, demonstrative is in the process of returning or custom inventory, supplies (other than bulk wine), packing or shipping materials, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either intends to return to the vendor thereof; (i) not older than four years following December 31 Inventory that is perishable or live or 30 days from expiration; (j) Inventory stored at locations outside the United States; (k) Inventory formulated by a Loan Party pursuant to a license unless the applicable licensor has agreed in writing to permit the Collateral Agent to exercise its rights and remedies against such Inventory; and (l) Inventory that is classified as controlled substances, C2 or other controlled substances or pharmaceuticals unless the applicable Loan Party (i) possesses a specialized license from the U.S. Drug Enforcement Agency or other federal, state or local authority to sell or dispose of its vintage year for red wine same, or (ii) is four years not otherwise prohibited under applicable law from selling or older following otherwise disposing of same. None. Reference is made to the Amended and Restated Credit Agreement, dated as of December 31 28, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among BioScrip, Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors, the Lenders, Healthcare Finance Group, LLC, as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent for the Secured Parties and as collateral manager, and other entities party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 1. (the “Assignor”) hereby irrevocably sells and assigns, without recourse, to _________________ (the “Assignee”), and the Assignee hereby irrevocably purchases and assumes, from the Assignor, without recourse to the Assignor, effective as of the Effective Date set forth below (but not prior to the registration of the information contained herein in the Register pursuant to Section 11.04(c) of the Credit Agreement), the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, including, without limitation, the Swingline Commitment, Revolving Commitment and the Swingline Loans, Revolving Loans and participations held by the Assignor in Letters of Credit which are outstanding on the Effective Date. From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned hereby free and clear of any lien, encumbrance or other adverse claim created by the Assignor and that its Commitments, and the outstanding balances of its vintage year for red wine but does Loans, without giving effect to assignments thereof which have not exceed $5,000,000 become effective, are as set forth in this Assignment and Acceptance and (ii) it has all necessary power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the aggregate transactions contemplated hereby; and (b) except as set forth in Value (a) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto. 3. The Assignee (a) represents and warrants that (i) it is legally authorized to enter into this Assignment and Acceptance and (ii) it has all necessary power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and become a Lender under the Credit Agreement; (b) confirms that it has received a copy of the Credit Agreement, and such red wineother documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Agents or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (d) is not held appoints and authorizes the Agents to take such action as agents on consignmentits behalf and to exercise such powers and discretion under the Credit Agreement, nor subject the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to any deposit or down paymentthe Agents by the terms thereof, together with such powers as are incidental thereto; and (e) meets agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all standards imposed the obligations which by any Governmental Authoritythe terms of the Credit Agreement are required to be performed by it as a Lender. 4. The effective date of this Assignment and Acceptance shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, in its sole discretion, be earlier than three Business Days after the date of such acceptance and recording by the Administrative Agent). This Assignment and Acceptance will be delivered to the Administrative Agent together with (a) if the Assignee is a Foreign Lender, the forms specified in Section 2.15(e) of the Credit Agreement, duly completed and executed by such Assignee; (fb) conforms with if the covenants and representations herein; (g) Assignee is subject to Agent’s duly perfectednot already a Lender under the Credit Agreement, first priority Lienan Administrative Questionnaire, and no (c) a processing and recordation fee of $3,500, if required under the Credit Agreement. 5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other Lien (other than (xamounts) any Lien permitted pursuant [to PACA the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date] [to the Assignee whether such amounts have accrued prior to the Effective Date or any other similar agricultural law accrue subsequent to the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Effective Date or regulation with respect to which Agent has established a Grower’s Reservethe making of this assignment directly between themselves.] 6. From and after the Effective Date, (ya) non-consensual Permitted Liens arising the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a lender thereunder and under the other Loan Documents and shall be bound by operation the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights (except those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents. 7. This Assignment and Acceptance shall be construed in accordance with and governed by the law of the State of New York without regard to conflicts of law which principles that would require the application of the laws of another jurisdiction. Effective Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee’s Address for Notices: Percentage Assigned of Applicable Loan/Commitment: Loan/Commitment Principal Amount Assigned all Lenders thereunder) Revolving Loans $ % Letters of Credit $ % Swingline Loans $ % [Signature Page Follows] The terms set forth above are junior hereby agreed to: [ as Assignor ] By: Name: Title: as Assignee By: Name: Title: Accepted:* BIOSCRIP, INC., as Borrower By: Name: Title: HEALTHCARE FINANCE GROUP, LLC, as Administrative Agent By: Name: Title: [______________], as [Swingline Lender/Issuing Bank]** * To be completed to the Agent’s Lienextent consent of Borrower and/or Administrative Agent is required under Section 11.04(b) of the Credit Agreement. ** To be completed to the extent consent of the Swingline Lender or Issuing Bank is required under Section 11.04(b) of the Credit Agreement. By: Name: Title: Healthcare Finance Group, LLC, as Administrative Agent for the Lenders referred to below ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [Bioscrip Account Manager] Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Re: BioScrip, Inc. [Date] Ladies and Gentlemen: Reference is made to the Amended and Restated Credit Agreement, dated as of December 28, 2010 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among BioScrip, Inc., a Delaware corporation (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion“Borrower”); (h) is within , the continental United StatesSubsidiary Guarantors, is not in transit (except (x) between locations of Borrowersthe Lenders, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted DiscretionHealthcare Finance Group, LLC, as administrative agent, as collateral agent for the Secured Parties and as collateral manager, and other entities party thereto. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Credit Agreement. Borrower hereby gives you notice pursuant to Section 2.03 of the Credit Agreement that it requests a Revolving Borrowing under the Credit Agreement, and that in connection therewith sets forth below the terms on which such Revolving Borrowing is not consigned requested to any Person; be made: (iA) Principal amount of Borrowing:1 (B) Date of Borrowing (which is not subject a Business Day): (C) Funds are requested to any warehouse receipt or negotiable Document; (j) is not subject be disbursed to any License or other arrangement that restricts such Borrower’s account with: Account No. Borrower hereby represents and warrants that the conditions to lending specified in Sections 4.02(b)-(d) of the Credit Agreement are satisfied as of the date hereof. 1 See Section 2.02(a) of the Credit Agreement for minimum borrowing amounts. By: Name: Title: BIOSCRIP, INC. BORROWING BASE at 1/31/2010 Manual AR Rebate Receivable Ineligible AR Offset — Shared Rebate Portion Cash Basis account for PBM Estimated Net Value Factor 95 % 95 % 95 % 90 % 92 % 92 % 95 % 95 % 99 % 0 % 94 % Estimated Net Value Credit Balances Month-end Cash intransit 0 Adjusted Net Value of Receivable Advance Rate A/R 85 % 85 % 85 % 85 % 85 % 85 % 85 % 85 % 85 % 0 % 85 % Inventory Availability per Appendix 1 0 Interim CHS availability Borrowing Base $ 0 Revolving Commitment $ 150,000,000 Borrowing Limit $ 0 Other Reserves Loan Activity $ 0 Revolving Advances Since Prior Report — Less Collections — Deposits — Total Interest, Fees, Charges & Expenses — Deposits in Transit — Revolving Loan Balance This Report Net Availability $ 0 The undersigned represents and warrants that the foregoing information is true, complete and correct and that the collateral reflected herein complies with and conforms to the Eligibility Criteria set forth in Annex IV to the Amended and Restated Credit Agreement dated as of December 28, 2010 by and among Bioscrip, Inc., the subsidiaries of Bioscrip, Inc., Healthcare Finance Group, LLC, as Administrative Agent, Collateral Agent and Collateral Manager, and other entities party thereto (as amended, restated, supplemented or Agent’s right otherwise modified from time to dispose of such Inventorytime, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or the “Agreement”). BioScrip, Inc. promises to pay to Healthcare Finance Group, LLC, as Collateral Manager, the new loan balances reflected above, plus interest, as set forth in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current Agreement. By: Date: _______________ Name: Title: I. Inventory per perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).report $ —

Eligible Inventory. Inventory With respect to the Borrower and AEL, finished goods and piece goods owned by a the Borrower that is deemed or, ONLY with respect to finished goods and piece goods inventory located in Hong Kong, AEL or the Borrower if the Borrower has taken all steps requested by the Facility Agent to grant to the Facility Agent, for the benefit of the Agents and the Lenders, a first-priority perfected charge over the assets of the Borrower located in its Permitted DiscretionHong Kong, pursuant to such documentation (including, without limitation, a debenture, corporate authority documentation, and one or more legal opinion(s)) as shall be satisfactory, in form and substance, to be the Facility Agent; PROVIDED that Eligible Inventory; provided that, no Inventory shall be Eligible Inventory unless it not include any inventory (a) is located at held on consignment, or not otherwise owned by the Borrower or AEL or of a type no longer sold by the Borrower’s principal place of business or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) which has been returned by a customer or is not used, returned, obsolete, spoiled, inadequately sealed, packaged damaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (subject to any legal encumbrance other than bulk wine), packing or shipping materialsPermitted Liens, (c) is bulk wine at cost or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either which (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 if such goods are located in the aggregate in Value of such red wine; (d) is not held on consignment, nor subject to any deposit or down payment; (e) meets all standards imposed by any Governmental Authority; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations the possession of Borrowers, the Borrower or any of its Subsidiaries unless the Facility Agent has received a waiver from the party in possession of such inventory in form and substance reasonably satisfactory to the Facility Agent or (yii) to another location disclosed to Agent if such goods are in transit, with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose all documents of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect title relating to such Inventory have not been completed consigned to the Facility Agent in a manner reasonably acceptable to the Facility Agent and are the Facility Agent or an Approved Customs Broker is not in possession of all documents of title relating to such goods, (d) which is held by the Borrower or any of its Subsidiaries on property leased by the Borrower or any of its Subsidiaries, unless the Facility Agent has received a waiver from the lessor of such leased property and, if any, sublessor thereof in form and substance reasonably satisfactory to the Facility Agent, (e) as to which the security interest of the Facility Agent has not been duly perfected under applicable local law, (f) which appraisal has been shipped to a customer of the Borrower or any of its Subsidiaries regardless of whether such shipment is on a consignment basis, (g) which the Facility Agent reasonably deems to be obsolete or not marketable or otherwise does not consider "Eligible Inventory", (h) which is reasonably deemed by the Facility Agent, based upon reasonable credit, commercial, accounting or other considerations, to be unacceptable for inclusion in Eligible Inventory, or (i) which is owned by the Borrower and field examination may be conducted prior located in Hong Kong unless the Borrower has taken all steps requested by the Facility Agent to grant to the closing Facility Agent, for the benefit of the Agents and the Lenders, a first-priority perfected charge over the assets of the Borrower located in Hong Kong, pursuant to such Permitted Acquisitiondocumentation (including, without limitation, a debenture, corporate authority documentation, and one or more legal opinion(s)) as shall be satisfactory, in form and substance, to the Facility Agent.

Eligible Inventory. Inventory owned by a Borrower that is deemed by AgentLender, in its Permitted Discretiondiscretion, deems to be Eligible Inventory; provided that. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business or any other facility storing cased finished goods and/or bulk wine that complies with such Borrower’s related representations and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or storedraw materials, or otherwise unmerchantablework-in-process, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing packaging or shipping materials, (c) is bulk wine at cost labels, samples, display items, bags, replacement parts or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red winemanufacturing supplies; (db) is not held on consignment, nor subject to any deposit or down payment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving (i.e. Inventory that has not been sold or shipped within twelve (12) months after the date of production), perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; except, that, Lender may, in its discretion, deem slow-moving Inventory (i.e. Inventory that has not been sold or shipped within twelve (12) months after the date of production) to be eligible for borrowing purposes, subject to the terms and conditions set forth in the definition of Inventory Formula Amount herein; (e) meets all standards imposed by any Governmental Authoritygovernmental authority, has not been acquired from an entity subject to any sanction or on any specially designated nationals list maintained by OFAC, and does not constitute hazardous materials under any environmental law; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s Lender's duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is within the continental United States, is not in transit (except (x) between locations of Borrowers, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretiona Borrower, and is not consigned to any Person, provided, that, upon the request of Borrowers, Lender may, in its sole discretion, deem in-transit Inventory which is held by a shipping company or carrier and “on the water” to be eligible for borrowing purposes so long as Borrowers satisfy Lender’s customary procedures and policies with respect to in-transit Inventory, including, without limitation, delivering customs brokers/freight forwarder waivers, in form and substance satisfactory to Lender, in favor of Lender with respect to such in-transit Inventory and executing an amendment to this Agreement to agree to such customary procedures and policies; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such a Borrower’s 's or Agent’s Lender's right to dispose of such Inventory, unless Agent Lender has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted DiscretionWaiver; (k) is not located (i) on a premises containing Eligible Inventory with an aggregate Value of at least $50,000, (ii) if such Inventory is located on a leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the such lessor or such other Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is reflected in the details of a current perpetual inventory report; , or (miii) if it such Inventory is Inventory located on a premises owned by a target acquired Borrower and such premises is subject to a mortgage, the mortgagee of such premises has delivered a mortgagee waiver in connection with a Permitted Acquisition, an appraisal form and field examination with respect to such Inventory have been completed and are reasonably substance satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition)Lender.

Eligible Inventory. Inventory owned by a Borrower that is deemed by Agent, in its Permitted Discretion, deems to be Eligible Inventory; provided that. Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is located at finished goods built pursuant to a Borrower’s principal place of business customer order, raw materials or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations work-in-process and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing packaging or shipping materials, (c) is bulk wine at cost labels, samples, display items, bags, replacement parts, service parts or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red winemanufacturing supplies; (db) is not held on consignment, nor ; (c) is not subject to any deposit or down payment; (d) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (e) is not slow-moving, perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (f) meets all standards imposed by any Governmental Authority, has not been acquired From a Person that is the target of any Sanction or on any specially designated nationals list maintained by OFAC, and does not constitute hazardous materials under any Environmental Law; (fg) conforms with the covenants and representations herein; (gh) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted DiscretionLiens); (hi) is within the continental United States, States or Canada; is not in transit (except (x) between locations of Borrowers, between locations of a vendor to a location of a Borrower or (y) between a location of a Borrower to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, a customer of a Borrower; and is not consigned to any Person; (ij) is not subject to any warehouse receipt or negotiable Document; (jk) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretionhas otherwise waived such requirement; and (kl) is not located (x) on a leased premises or of a Borrower, (y) in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless and, to the extent the aggregate book value of Inventory at such location is greater than $1,000,000 the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been establishedestablished or Agent has otherwise waived such requirement, or (z) at a customer location and in the process of being evaluated by the applicable customer for acceptance by such customer under the terms of the sale contracts between a Borrower and such customer; and (lm) is reflected in the details of a current perpetual inventory report; or (m) if it is Inventory owned by a target acquired in connection with a Permitted Acquisition, an appraisal and field examination with respect to such Inventory have been completed and are reasonably satisfactory to Agent (which appraisal and field examination may be conducted prior to the closing of such Permitted Acquisition).

Eligible Inventory. Inventory owned by a Borrower that is deemed by Agent, in its Permitted Discretion, to be Eligible Inventory; provided that, no Inventory shall be Eligible Inventory unless it (a) is located at a Borrower’s principal place of business finished goods or any other facility storing cased goods and/or bulk wine that complies with such Borrower’s related representations raw materials, and warranties contained in this Agreement, (b) is not used, returned, obsolete, spoiled, inadequately sealed, packaged or stored, or otherwise unmerchantable, consigned, demonstrative or custom inventory, supplies (other than bulk wine), packing packaging or shipping materials, (c) is bulk wine at cost labels, samples, display items, bags, replacement parts or wholesale “FOB” cased wine, that is not older than three years following December 31 of its vintage year for white wine and that is either (i) not older than four years following December 31 of its vintage year for red wine or (ii) is four years or older following December 31 of its vintage year for red wine but does not exceed $5,000,000 in the aggregate in Value of such red winemanufacturing supplies; (db) is not held on consignment, nor subject to any deposit or down payment (but ineligibility shall be limited to the amount of such deposit or down payment); (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, perishable, obsolete or unmerchantable, and does not constitute returned or repossessed goods; (e) meets all standards imposed by any Governmental Authority, and does not constitute hazardous materials under any Environmental Law; (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien (other than (x) any Lien permitted pursuant to PACA or any other similar agricultural law or regulation with respect to which Agent has established a Grower’s Reserve, (y) non-consensual Permitted Liens arising by operation of law which are junior to the Agent’s Lien, or (z) any other Lien with respect to which Agent has establish an appropriate reserve its Permitted Discretion); (h) is located within the continental United StatesStates or Canada, is not in transit (except (x) between locations subject to the mutual agreement of BorrowersAgent and Borrower Agent, or (y) to another location disclosed to Agent with respect to which Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted Discretion, and is not consigned to any PersonPerson and is not in transit, other than Inventory in transit between domestic locations of any Borrower as to which Agent’s Liens have been perfected at origin and destination; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver or established an appropriate reserve in its Permitted DiscretionWaiver; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; (l) is not subject to a third party’s trademark or other proprietary right, unless Agent is satisfied that it could sell such Inventory during a Default on terms satisfactory to Agent; (m) is reflected in the details of a current perpetual inventory report; or (mn) is not subject to any unfavorable capitalized variances; (o) is not identified within the “physical inventory reserve” in the Borrowers’ Financial Statements; (p) is not subject to intercompany profits from intercompany sales; (q) is not subject to vendor rebate accruals but, if it so, such Inventory, if otherwise Eligible Inventory, shall only be excluded to the extent of such rebate accruals; and (r) is not otherwise deemed ineligible by Agent in its Permitted Discretion; provided, that, before determining any Inventory owned ineligible pursuant to clause (r), Agent shall provide Borrower Agent with prior notice accompanied by a target acquired in connection statement setting forth the basis for Agent’s good faith determination made with a Permitted Acquisition, an appraisal and field examination with respect to reasonable business judgment of such ineligible. Eligible Work-In-Process Inventory: Inventory that would be Eligible Inventory except that such Inventory have been completed and are reasonably satisfactory to consists of work-in-process. Borrowers acknowledge that no Inventory shall constitute Eligible Work‑In‑Process Inventory until Agent (which appraisal and field examination may be conducted prior to receives the closing of such Permitted Acquisition)March 31, 2017 Inventory appraisal.