Common use of Eligible Inventory Clause in Contracts

Eligible Inventory. All of the Inventory owned by the Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party that: (a) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s length.

Eligible Inventory. All of the Inventory owned by the Credit Parties Any and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any all raw material and finished goods Inventory of any Credit Party that: Borrower valued at the lower of cost (adetermined on a first-in/first-out basis) is not owned by such Credit Party free or market value located at Borrower's places of business shown on Schedule "5.2" attached hereto and clear of all Liens made part hereof (and rights of any other Person (including the rights of for which location Lender has received a purchaser that has made progress paymentslandlord, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory warehouse or mortgagee waiver as determined by, and the rights of suppliers under section 81.1 of the Bankruptcy in form and Insolvency Act (Canada)substance satisfactory to, Lender), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; any Lien (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained other than Liens granted under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the rightand Permitted Liens, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determinationif applicable); (ii) is not slow moving, damaged, obsolete or unmerchantable, as determined by Lender in the same state as such Inventory was on deliveryits sole discretion; (iii) remains identifiable as having been supplied meets all standards, if any, imposed by such supplierany Governmental Authority; and (iv) is not Inventory held on 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 name of Lender, and covered by a Letter of Credit issued under the Revolving Credit; (vi) is situated at a location not owned by Borrower, provided that (x) the owner or occupier of such location has executed in favor of Lender a Lien Waiver Agreement or (y) Lender has instituted a reserve to the 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 agreement for sale and all common law requirements, rules and bases of 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 arm’s lengthany time hereafter be in effect.

Eligible Inventory. All of the Inventory owned by the each Credit Parties Party and properly reflected as “Eligible Inventory”, or “Eligible In-Transit Inventory” in the most recent Borrowing Base Certificate delivered by Borrower Representative 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. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish establish, modify, or modify eliminate Reserves against Eligible Inventory from time to time in its good faith credit judgment based on 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 analysis Permitted Discretion, subject to the approval of facts or events to reflect changes Required Lenders in the salability case of Inventory arising adjustments or discovered by Agent after new criteria that have the Closing Dateeffect of increasing the Borrowing Base. Eligible Inventory shall not include any the following Inventory of any a Credit Party that: (a) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)Inventory), except the (i) Qualified Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (liv) 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 the term “Permitted Encumbrances” landlords and bailees (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)provided that Reserves may be established with respect thereto in accordance with this Agreement); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may 3.21, such schedule to be updated from time to time in writing by listing additional locations time, or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless location either (x) with respect to which a reasonably satisfactory landlord waiver collateral access agreement has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such InventoryAgent, or (y) Reserves satisfactory to Agent have been may be established with respect thereto, thereto in accordance with this Agreement or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory satisfactory, acknowledged bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been may be established with respect theretothereto in accordance with this Agreement, or (iv) is located at an owned location subject to a mortgage in favour favor of a lender other than Agent, 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 $50,000, or (vi) is located on the premises of, or is in the possession of, a processor100,000; (c) is placed placed, purchased or sold on consignment (other than Eligible Consigned Inventory up to an aggregate maximum amount of $2,000,000) or is in transit, except for Inventory in transit between locations of 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 covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those Qualified Liens described in favour clause (iv) of Agent and Lenders, subject to Prior Claimsthe definition thereof (provided that Reserves may be established with respect thereto in accordance with this Agreement); (e) is excess, obsolete, unsaleableslow moving (in excess of two year’s supply), unsalable, unrentable, shopworn, seconds, damaged or 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 having regulatory authority over such goods, their use, lease or sale; (f) consists of display items or packing or shipping materials, parts, manufacturing supplies or supplies, work‑in‑process Inventory, replacement parts, prototypes or consists of unfinished goods; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour favor of Agent on behalf of itself and LendersSecured Party, subject to Prior Claims(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) breaches does not conform to any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations licenses that are not readily available; (l) is not covered by casualty insurance as required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agentby the Loan Documents; (m) with respect is subject to which Agent does not have any Patent or Trademark IP License requiring the right, in payment of royalties or fees or requiring the consent of the licensor for a sale thereof by Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same case of an Australian Credit Party, which does not meet all standards imposed by any Australian federal or state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is government authority, including relating to its production, acquisition or importation for inventory located in Australia or which does not subject to any agreement consist of raw materials or finished goods for sale at arm’s lengthinventory located in Australia.

Eligible Inventory. All Upon Borrower's delivery to Lender of the an Inventory owned by the Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent Report, Lender shall be “determine which items of Inventory listed thereon are Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any mean all Inventory of any Credit Party thatother than the following: (a) Any item of Inventory which is not owned in salable condition or does not meet all standards imposed by any governmental agency, or department or division thereof, having regulatory authority over such Credit Party free and clear goods, their use or sale or is either not currently useable or currently unsaleable in the ordinary course of all Liens and rights of any other Person (including the rights of a purchaser that has made progress paymentsBorrower's business or is otherwise unacceptable to Lender due to age, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))type, except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))category or quantity; (b) (i) Any item of Inventory which is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional at one of the locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such InventoryExhibit D attached hereto, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location not subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, and covered by Lender's first priority perfected security interest or is in the possession ofsubject to any other lien, a processorclaim, encumbrance or security interest, except for Permitted Liens; (c) is placed on consignment Any item of Inventory which has been consigned, sold or is in transitleased to any Person; (d) is covered by a negotiable document Any item of title, Inventory unless such document 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 the most recent Inventory Report was delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior ClaimsLender; (e) is excessAny item of Inventory which was purchased by Borrower in or as part of a "bulk" transfer or sale of assets unless Borrower, obsoleteand the seller of such item, unsaleable, shopworn, seconds, damaged have complied with all applicable bulk sales or unfit for salebulk transfer laws; (f) consists Any item of display items or packing or Inventory which is work-in-progress, maintenance supplies, spare parts and shipping materials, manufacturing supplies or replacement parts;; or (g) consists of goods which have been returned by Slow-moving packaway Inventory, including seasonal inventory stored at the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour of Agent on behalf of itself distribution center and Lenders, subject to Prior Claims; (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthother slow-moving inventory.

Eligible Inventory. All of the Inventory owned by the Credit Borrower Parties (other than Eligible Machinery-in-Process) and reflected in the most recent Borrowing Base Certificate delivered by Borrower Representative, on behalf of itself and each other Borrower Party, to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent (i) shall have the right to establish establish, modify or modify eliminate Reserves against Eligible Inventory from time to time in its good faith credit judgment based on Permitted Discretion and (ii) reserves the right, at any time and from time to time after the Closing Date, to adjust the criteria set forth below and to establish new criteria under this clause (ii) with respect to Eligible Inventory in its analysis of facts or events to reflect Permitted Discretion reflecting changes in the salability or realization values of Inventory arising or discovered by Agent after the Closing Date, subject to the approval of Requisite Lenders in the case of adjustments or new criteria under this clause (ii) which have the effect of making more credit available (unless such adjustment restores the amount of credit available to a previously obtained amount). Eligible Inventory shall not include any Inventory of any Credit Borrower Party that: (a) is not owned by such Credit Borrower Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit Borrower Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)Inventory), except the Liens in favour favor of Agent, on behalf of itself and Lenders, and except permitted encumbrances in favor of landlords and bailees to the Permitted Encumbrances described in clause extent permitted hereunder (a), clause (esubject to Reserves established by Agent) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))Liens permitted hereunder; (b) (i) is not located on premises owned, leased or rented by such Credit Borrower Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations 3.29, or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received given its prior written notice thereof from Borrower consent thereto (such consent not to be unreasonably withheld by Agent in its Permitted Discretion) and unless either (x) a reasonably satisfactory landlord waiver has been delivered to Agent Agent, (y) either the Interim Order, the DIP Recognition Order, the Final Order or no statutory or contractual landlord lien exists with respect the Final DIP Recognition Order provides for collateral access to such Inventorythe reasonable satisfaction of Agent, or (yz) Reserves reasonably satisfactory to Agent have been established with respect thereto, thereto or (iii) is stored with a bailee or warehouseman unless either (x) a reasonably satisfactory satisfactory, acknowledged bailee letter has been received by Agent, (y) either the Interim Order, the DIP Recognition Order, the Final Order or the Final DIP Recognition Order provides for collateral access to the reasonable satisfaction of Agent and or (z) Reserves reasonably satisfactory to Agent have been established with respect thereto, or (iv) is located at an owned location subject to a mortgage in favour favor of a lender other than Agent, Agent unless either (x) a reasonably satisfactory mortgagee waiver has been delivered to Agent or (y) either the Interim Order, the DIP Recognition Order, the Final Order or the Final DIP Recognition Order provides for collateral access to the reasonable satisfaction of Agent; provided, however, clauses (vi) is through (iv) above shall not apply to Inventory located at (a) the Rite-Tech location in Quebec, Canada and (b) the Progress Precision location in ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇; provided, further, Inventory located at any site if where the aggregate book value Book Value of all Inventory at any such location is less than $50,000100,000 shall not be Eligible Inventory hereunder (except with respect to Inventory located at (a) the Rite Tech location in Quebec, or Canada and (vib) is located on the premises ofProgress Precision location in ▇▇▇▇▇▇▇▇▇▇▇, or is in the possession of▇▇▇▇▇▇▇, a processor▇▇▇▇▇▇); (c) is placed on consignment with the applicable Borrower Party from its supplier or is in transit, except for Inventory in transit between domestic locations of the Credit Parties as to which Agent’s Liens have been perfected at origin and destination; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour favor of Agent and Lenders, subject to Prior ClaimsLenders and other Liens permitted hereunder; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies supplies, work-in-process Inventory or replacement partsmachines-in-process Inventory, provided, however, that the amount of machines-in-process more than ninety-five percent (95%) complete (in terms of time or dollars) will be adjusted to reflect their value as if such machines-in-process were converted to finished goods and such value shall be Eligible Inventory to the extent that the amount is reduced by expenses required to complete such machines-in-process into finished goods; (gf) consists of goods which have been returned by the buyerbuyer (other than goods that are undamaged and resalable in the normal course of business); (hg) is not of a type held for sale in the ordinary course of such Credit Borrower Party’s business; (ih) is not subject to a first priority lien Lien in favour favor of Agent on behalf of itself and Lenders, subject to Prior Claims; (ji) breaches that fails to conform in all material respects (to the extent such representation or warranty does not contain a materiality qualifier) with any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (j) consists of any costs associated with “freight in” charges that are not specifically ascribed to an individual item of Inventory; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations licenses that are not readily available and for which licensed third-party transporters are not readily available; (l) is not covered by casualty property insurance required that is commercially reasonable insurance protection for the Borrower Parties’ industry, size and risk and Agent’s collateral protection as in effect on the Closing Date provided that any changes to such insurance protection that are material and adverse to the Lenders shall be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to AgentAgent in its Permitted Discretion; (m) is subject to any patent or trademark license requiring the payment of royalties or fees (other than with respect royalties or fees that are (i) payable solely after the sale of such Inventory and (ii) constitute unsecured claims against the applicable Borrower Party) or requiring the consent of the licensor for a sale thereof by Agent, unless Agent shall have entered into a waiver of such licensing requirement pursuant to which Agent does not have the right, a written agreement in form and substance reasonably satisfactory to Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which has been consigned to a Borrower Party’s customer, unless (i) such consigned Inventory with such customer at a particular location has an aggregate Book Value in excess of $100,000, (ii) such consigned Inventory has been delivered to a customer location in respect of which a satisfactory access agreement has been executed in favor of and received by Agent, (iii) such consigned Inventory is segregated or otherwise separately identifiable from any goods of any other person at the applicable customer location, (iv) a UCC-1 or Personal Property Security Act (as applicable) financing statement has been filed in the jurisdiction of the applicable customer’s organization, which names such customer as debtor, the applicable Borrower Party as secured party and Agent as assignee of secured party and which identifies such consigned Inventory in the possession of such customer as the collateral; (v) a notice that complies with the terms of Section 9-324 of the Code (or Section 33 of the Personal Property Security Act, as applicable) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days the secured creditors, if any, of the date of determination; (ii) is applicable customer that have a perfected Lien in the same state as Inventory of such Inventory was on delivery; (iii) remains identifiable as having been supplied by such suppliercustomer; and (ivvi) is the aggregate amount of all such consigned Inventory included in Eligible Inventory shall not subject to any agreement for sale at arm’s lengthexceed $3,000,000.

Eligible Inventory. All Upon Borrower's delivery to Lender of the an Inventory owned by the Credit Parties Report, Lender shall, in its reasonable credit judgment, determine which items of Inventory and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Gaming Supply Inventory listed thereon are Eligible Inventory and Gaming Supply Eligible Inventory” for purposes of this Agreement. Without limiting Lender's discretion to make such determination, except any the following Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible and Gaming Supply Inventory shall not include any be deemed to be Eligible Inventory of any Credit Party thatand Gaming Supply Eligible Inventory: (aA) Any Inventory and any Gaming Supply Inventory which is slow moving, is not owned in good condition, does not meet all standards imposed by any governmental agency, or department or division thereof, having regulatory authority over such Credit Party free and clear of all Liens and rights of any other Person goods (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)use or sale thereof), except is not currently useable or currently saleable in the Liens in favour ordinary course of AgentBorrower's or Gaming Supply's businesses, on behalf of itself and Lendersor is otherwise unacceptable to Lender due to age, and except the Permitted Encumbrances described in clause (a)type, clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))category or quantity; (bB) Any Inventory and any Gaming Supply Inventory which (i) is not located at one of the locations listed on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations)Exhibit 3.2(B) attached hereto, (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventoryin the possession of, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, a bailee, warehouseman, processor, vendor or is in the possession of, a processor; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of titleother third party, unless such document Borrower has been delivered to Agent with all necessary endorsementsLender an appropriate waiver from such party in form and substance satisfactory to Lender, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (iiii) is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, covered by Lender's security interest or (iv) is subject to Prior Claimsany other lien, claim, encumbrance or security interest other than liens, claims, encumbrances or security interests in favor of NatWest and subject to the terms of the Intercreditor Agreement; (jC) breaches Any Inventory and any of the representations Gaming Supply Inventory which has been consigned, bailed, sold or warranties pertaining leased to Inventory set forth in the Loan Documentsany Person; (kD) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) Any Inventory and Gaming Supply Inventory with respect to which Agent does not the representations and warranties set forth in Section 9.3 have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days reaffirmed and ratified as of the date of determination; the most recent Inventory Report delivered to Lender; (iiE) is 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 same state as seller of such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s length.or Gaming Supply Inventory have complied with all applicable bulk transfer laws;

Eligible Inventory. All of the Inventory owned by the Credit Parties Borrower and its domestic or Canadian Subsidiaries and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “"Eligible Inventory” " for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish establish, modify, or modify eliminate Reserves against Eligible Inventory from time to time in its good faith reasonable credit judgment based on its analysis of facts or events judgment. In addition, Agent reserves the right, at any time and from time to reflect changes in the salability of Inventory arising or discovered by Agent time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Inventory in its reasonable credit judgment, subject to the approval of Requisite Revolving Lenders in the case of adjustments or new criteria or changes in advance rates which have the effect of making more credit available. Eligible Inventory shall not include any Inventory of any Credit Party Borrower or its domestic or Canadian Subsidiaries that: (a) is not owned by such Credit Party Borrower or one of its domestic or Canadian Subsidiaries free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit Party’s Borrower's or one of its domestic or Canadian Subsidiary's performance with respect to that Inventory and the rights of unpaid suppliers (other than another Credit Party) under section Section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour favor of Agent, on behalf of itself and Lenders, or, in favor of Agent and except Lenders, as applicable, and Prior Claims (excluding the Permitted Encumbrances described in clause (a), clause (e) and clause (l) rights of the definition of the term “Permitted Encumbrances” unpaid suppliers (other than the claims of suppliers another Credit Party) under section Section 81.1 of the Bankruptcy and Insolvency Act (Canada)), subject to Permitted Encumbrances described in clauses (a) and (e) of the definition thereof; (b) is (i) is not located on premises owned, leased or rented by such Credit Party Borrower and set forth in Disclosure Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations 3.2 or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), is (ii) is stored at a leased locationlocation or with a bailee, warehouseman or similar Person, unless listed on Schedule 5.12 or Agent has received given its prior written notice thereof from Borrower consent thereto and unless (x) a reasonably satisfactory bailee letter or landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such InventoryAgent, or (y) Reserves satisfactory to Agent have been established with respect thereto, or is (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, 50,000 or (vi) is located on the premises of, or is a lesser minimum amount determined by Agent in the possession of, a processorits reasonable credit judgment; (c) is placed on consignment or (unless Agent is fully perfected in its sole and absolute discretion) is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour favor of Agent and Lenders, subject to Prior Claims; (e) in Agent's reasonable determination, is discontinued Inventory, excess, obsolete, unsaleableunsalable, shopworn, seconds, damaged or unfit for sale; (f) consists of display or other promotional items or packing or shipping materials, manufacturing supplies supplies, work-in-process Inventory or replacement partsparts for Equipment; (g) consists of goods which have been returned by the buyerbuyer unless the same have been inspected by Borrower with satisfactory results and returned to finished goods; (h) is not of a type held for sale in the ordinary course of such Credit Party’s Borrower's business; (i) is not subject to a first priority lien Lien in favour favor of Agent on behalf of itself and Lenders or in favor of Agent and Lenders, as applicable, subject to Prior ClaimsPermitted Encumbrances in accordance with clauses (a) and (e) of the definition thereof; (j) breaches consists of any of the representations or warranties pertaining to Inventory set forth in the Loan Documentscosts associated with "freight-in" charges; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations licenses that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in meet all standards imposed by Governmental Authorities; (n) is subject to any agreement which restricts Agent’s reasonable determination, 's ability to freely transfer sell or dispose of such Inventory; (o) bears a Reebok trademark unless Agent determines that such Inventory can be quickly and cost-effectively converted to "Pro Form" or complete the production of other Borrower branded Inventory and sold by Agent without the need for any license, sublicense or consent which has not been obtainedrestrictions; or (np) consists is otherwise unacceptable to Agent in its reasonable credit judgment. Borrower agrees that a reserve against Borrowing Availability attributable to Eligible Inventory equal to sales taxes payable upon the sale of such Inventory and a Reserve in the amount of intercompany profit attributable to sales of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf among Borrower and its Subsidiaries are reasonable exercises of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthAgent's credit judgment.

Eligible Inventory. All of the Inventory owned by the Credit Parties Borrowers and reflected in the most recent Borrowing Base Certificate delivered by Borrower Representative (which may include “freight-in” charges recorded under Borrowers’ standard cost accounting policies, consistent with past practices, in accordance with GAAP), on behalf of itself and each other Borrower, to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish establish, modify or modify eliminate Reserves against Eligible Inventory from time to time in its good faith reasonable credit judgment based on judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust of the criteria set forth below, to establish new criteria, and to adjust, without duplication of any Reserves established by Agent, advance rates with respect to Eligible Inventory, in each case in its analysis of facts or events reasonable credit judgment, in order to reflect changes in the salability or realization values of Inventory arising or discovered by Agent after the Closing DateDate which have the effect of making more or less credit available. Agent shall furnish Borrower Representative with notice as soon as reasonably practicable of Agent’s determination to establish or increase Reserves or to establish new eligibility criteria or to decrease advance rates pursuant to the forgoing; provided, however, Agent’s failure to provide such notice shall not impair the rights of Agent or the Lenders hereunder and shall not impose any liability upon Agent or the Lenders for not providing such notice. Eligible Inventory shall not include any Inventory of any Credit Party Borrower that: (a) is not owned by such Credit Party Borrower free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit PartyBorrower’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)Inventory), except the Liens in favour favor of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause favor of landlords and bailees to the extent permitted in Section 5.9 hereof (a), clause (esubject to Reserves established by Agent in accordance with Section 5.9 hereof) and clause (l) of the definition of the term “other Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) (i) is not located on premises owned, leased or rented by such Credit Party Borrower and set forth in Schedule 5.12 (3.2) (as Schedule 5.12 may be updated amended from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locationstime), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless either (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory Agent has established a reserve in an amount equal to Agent have been established with respect theretothe Rent Reserve Amount plus any amounts past due and owing to such landlord, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory satisfactory, acknowledged bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect theretoAgent, (iv) is located at an owned location locations subject to a mortgage in favour favor of a lender other than Agent or Term Note Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, Agent or (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor100,000; (ci) is placed on consignment unless a reasonably satisfactory, acknowledged customer access and waiver letter has been received by Agent, or (ii) is in transit, except for Inventory in transit between domestic locations of Credit Parties as to which Agent’s Liens have been perfected at origin and destination; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour favor of Agent and Lenders, subject to Prior Claims; (e) is excessobsolete, obsoleteslow moving (in excess of one year’s supply), unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies supplies, work-in-process Inventory or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit PartyBorrower’s business; (i) is not subject to a first priority lien in favour favor of Agent on behalf of itself and Lenders, Lenders (subject to Prior ClaimsPermitted Encumbrances) unless subject to reserves established by Agent in the exercise of its reasonable credit judgment; (j) breaches in any material respect (but without duplication of any materiality qualifier contained therein) any of the representations or warranties pertaining made with respect to such Inventory set forth in the Loan Documents; (k) [reserved]; (l) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations Licenses that are not readily available; (lm) is otherwise unacceptable to Agent in its reasonable credit judgment; (n) is not covered by casualty insurance as required to be maintained under Section 2.2 by the provisions of this Agreement or otherwise reasonably acceptable to AgentAgreement; (mo) with respect is subject to which any patent or trademark License requiring the payment of royalties or fees or requiring the consent of the Licensor for a sale thereof by Agent does not have unless the right, applicable Borrower has delivered to Agent a consent or sublicenses agreement from such licensor in form and substance reasonably satisfactory to Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (iip) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthderivative or forward contract that can be terminated based upon the bankruptcy filing of any Borrower.

Eligible Inventory. All of the Inventory owned by the Credit Parties Borrower located in the United States consisting of finished goods (including coil sheet inventory) held for resale in the Ordinary Course of Business of the Borrower (including scrap metal, ingot, ▇▇▇▇ ▇▇▇▇▇ and reclaimed scrap ingot) for such finished goods and work-in-process for such finished goods and properly reflected as “Eligible Inventory” in the most recent Borrowing Base Certificate delivered by the Borrower to Agent shall be “Eligible Inventory” 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. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish establish, modify, or modify eliminate Reserves against Eligible Inventory from time to time in its good faith Permitted Discretion upon three (3) days prior notice to the Borrower; provided, however, that for purposes of determining the Maximum Revolving Loan Amount (other than for purposes of Section 1.1(a)(iv), with which the Borrower shall be afforded three (3) days to comply in such circumstances) the establishment, modification or elimination of any Reserve shall be deemed effective immediately upon such notice. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the applicable criteria and to establish new criteria with respect to Eligible Inventory in its Permitted Discretion, subject to the approval of Supermajority Lenders in the case of adjustments or new criteria which have the effect of making more credit judgment available; provided that any adjustments or establishment of new criteria that has the effect of making less credit available shall be based on its analysis of facts either (i) an event, condition or events other circumstance arising after the Closing Date or (ii) an event, condition or other circumstance existing on the Closing Date to reflect changes in the salability of Inventory arising or discovered extent Agent was not given written notice thereof by Agent after the Borrower prior to the Closing Date. Eligible Inventory shall not include any the following Inventory of any Credit Party thatthe Borrower: (a) Excess/Obsolete. Inventory that is not owned by unsalable, but solely to the extent the book value of such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))exceeds its scrap value; (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) Locations < $100K. Inventory is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor100,000; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s length.

Eligible Inventory. All of the Inventory owned by the Credit Parties and reflected in Based on the most recent Borrowing Base Certificate delivered by each Borrower to Administrative Agent and determined based upon the salability, at retail, of the Eligible Inventory or which reflects such other factors as effects the marketability of the Eligible Inventory and on other information available to Administrative Agent, Administrative Agent shall in its reasonable credit judgment determine which Inventory of each Borrower shall be “"Eligible Inventory” " for purposes of this Agreement. In determining whether any particular Inventory of any Borrower constitutes Eligible Inventory, except Administrative Agent shall not include any such Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on Administrative Agent reserves the Closing Dateright, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory at any time and from time to time after the Initial Closing Date, to adjust any such criteria, to establish new criteria and, except as set forth in Section 11.2(f), to adjust advance rates with respect to Eligible Inventory, in its good faith reasonable credit judgment based on its analysis judgment, subject to the approval of facts Supermajority Revolving Lenders in the case of adjustments or events to reflect new criteria or, except as set forth in Section 11.2(f), changes in advance rates which have the salability effect of Inventory arising or discovered by Agent after making more credit available. Without limiting the Closing Date. generality of the foregoing, Eligible Inventory shall not include any Inventory of any Credit Party thatBorrower: (a) that is not owned by such Credit Party Borrower free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit Party’s Borrower's performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)Inventory), except the Liens in favour favor of Administrative Agent, on behalf of itself itself, the other Agent and Lenders, Lenders and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) that is (i) is not located on premises owned, leased or rented operated by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations Borrower or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at with a leased locationbailee, warehouseman or similar Person, unless listed on Schedule 5.12 or Administrative Agent has received given its prior written notice thereof from Borrower consent thereto and unless (x) a reasonably satisfactory bailee letter or landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such InventoryAdministrative Agent, or (y) Reserves satisfactory to Administrative Agent have been established with respect thereto, or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000100,000, or (vi) unless in each case such Inventory is located on the premises of, or is in the possession of, a processorEligible In-Transit Inventory; (c) that is placed on consignment or is in transittransit (other than Eligible In-Transit Inventory or inventory in transit between warehouses and the store locations or between the store locations); (d) that is covered by a negotiable document of title, unless such document has been delivered to Administrative Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject or other Persons acceptable to Prior Claimsit; (e) that in accordance with the audits, appraisals and reports conducted and/or delivered pursuant to Annex F, is excess, obsolete, unsaleableunsalable, shopworn, seconds, damaged or unfit for salesale or due to changes in the mix, composition, balance shrink, or markup/markdown; provided, however that to the extent any of the foregoing items occur outside of the Borrowers' ordinary course of business, the extent of such items shall be as reasonably determined by the Administrative Agent; (f) that consists of samples, display items or packing or shipping materials, manufacturing supplies supplies, work-in-process Inventory or replacement parts; (g) that consists of goods which have been returned by the buyerbuyer because of any damage or imperfection; (h) that is not of a type held for sale in the ordinary course of such Credit Party’s Borrower's business; (i) as to which Administrative Agent's Lien, on behalf of itself, the other Agent and Lenders, therein is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claimsperfected Lien; (j) breaches as to which any of the representations or warranties pertaining to Inventory set forth in this Agreement or the Loan DocumentsSecurity Agreement is untrue; (k) consists of any costs associated with advertising load, unearned discounts; (l) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations licenses that are not readily available; (lm) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Administrative Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered is otherwise unacceptable to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is Administrative Agent in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthits reasonable credit judgment.

Eligible Inventory. All of the Inventory owned by the Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any mean all Inventory of any Credit Party thatother than the following: (aA) Any item of Inventory which is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventorygood condition, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received does not meet all standards imposed by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000governmental agency, or (vi) is located on the premises ofdepartment or division thereof, having regulatory authority over such goods, its use or sale, or is in the possession of, a processor; (c) is placed on consignment either currently unusable or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale currently unsalable in the ordinary course of such Credit Party’s Borrower's business, or is not otherwise acceptable to Lender due to age, type, category or quantity; (iB) Any item of Inventory which is not located at one of the locations listed on Exhibit 3.3(B) attached hereto, is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, covered by Lender's perfected security interest and is subject to Prior Claimsany other lien, claim, encumbrance or security interest; (jC) breaches 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 or warranties pertaining to Inventory set forth in Section 9.3 has been reaffirmed with respect such item of Inventory at the Loan Documentsdate that the most recent Inventory Report was delivered to Lender; and (E) Any item of Inventory which is work in-process; (kF) consists Any item of Hazardous Materials Inventory located in Canada or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily availablethe United Kingdom; (lG) Any item of Inventory which is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to AgentSlow Moving Inventory; (mH) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production Any item of Inventory without the need for any license, sublicense or consent which has not been obtained; oris courseware; (nI) consists Any item of Inventory which is a sort of the FMST Simulator; and (excluding J) Any item of Inventory supplied which was purchased by Playtex US) which (i) has been delivered to such Credit Party by Borrower in or on behalf as part of a supplier within thirty (30) days "bulk" transfer or sale of assets unless Borrower, and the date seller of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthitem, have complied with all applicable bulk sales or bulk transfer laws.

Eligible Inventory. All Eligible Inventory" shall consist of all of the Inventory owned by the Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party that: (a) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))Borrower, except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) following: (i) is not located on premises owned, leased or rented by such Credit Party and set forth work in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), process; (ii) Inventory which is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excessdamaged, obsolete, unsaleablenot in good condition, shopworn, seconds, damaged or unfit for sale; (f) consists of display items not either currently usable or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale currently saleable in the ordinary course of such Credit Party’s business; Borrower's business as determined by Lender in its reasonable business discretion; (iiii) Inventory which Lender determines, or which in accordance with such Borrower's customary business practices, is not subject unacceptable due to age, type, category and/or quantity, including any Inventory which is in excess of a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; one (j1) breaches any of the representations year's supply or warranties pertaining to is otherwise slow-moving; (iv) Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent Lender does not have a first and valid, fully perfected Lien except; (v) Inventory consisting of packaging or supplies; (vi) Inventory in the rightpossession 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 listed on Schedule 10.29; provided that, subject to Section 11.24, in Agent’s reasonable determinationthe 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 freely transfer Lender) including Inventory or complete in transit; (x) Inventory consisting of finished goods which do not meet the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days specifications of the date of determination; (ii) is in the same state as purchase order for which such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplierproduced; and (ivxi) is not subject Inventory which fails to meet the standards imposed by any agreement for sale at arm’s lengthgovernmental agency, or department or division thereof, having regulatory authority over such goods, its use and/or sale. In the event that Inventory previously scheduled in a Monthly Report or Borrowing Base Certificate ceases to be Eligible Inventory, Borrowers shall notify Lender thereof immediately.

Eligible Inventory. All of the Inventory owned by the Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent Lender shall have the right to establish or modify Reserves against Eligible Inventory from time to time sole right, in its good faith credit judgment based on its analysis of facts or events discretion exercised in Good Faith, to reflect changes in determine which Inventory is eligible (the salability of Inventory arising or discovered by Agent after "Eligible Inventory"). Without limiting Lender's discretion, the Closing Date. Eligible following Inventory shall not include any Inventory of any Credit Party that: (a) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) be Eligible Inventory: (i) Inventory which is obsolete, not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventorygood condition, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee not either currently usable or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale currently salable in the ordinary course of such Credit Party’s Borrower's business; ; (iii) Inventory which Lender determines, in Lender's discretion exercised in Good Faith and in accordance with Lender's customary business practices, to be unacceptable due to age, type, category and/or quantity; (iii) Inventory which is work in process; (iv) Inventory which is not subject to a first priority lien in favour of Agent on behalf of itself internal control and Lenders, subject to Prior Claims; (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably management procedures acceptable to Agent; Lender, in Lender's sole discretion exercised in Good Faith; (mv) Inventory with respect to which Agent Lender does not have the righta first and valid fully perfected security interest; (vi) Inventory which is stored or placed with a bailee, consignee, warehouseman, supplier, lessor or similar party other than Inventory with warehousemen, bailees or lessors as to which Borrower has notified Lender and which have signed an agreement in Agent’s reasonable determination, favor of Lender in form and substance satisfactory to freely transfer Lender; (vii) Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or Borrower on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplierconsignment; and (ivviii) Inventory which is not subject located at one of the locations owned or leased by Borrower listed on Schedule 6.5. In the event that previously scheduled Inventory ceases to any agreement for sale be Eligible Inventory under the above-described criteria, Borrower shall notify Lender thereof immediately after Borrower has obtained knowledge thereof. Notwithstanding the foregoing, Inventory which is physically located at arm’s lengtha location designated as a leased sales office on Schedule 6.5 shall not be Eligible Inventory.

Eligible Inventory. All Upon the Borrowers' delivery to Lender of the an ------------------ Inventory owned by the Credit Parties and reflected Report, Lender shall, in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “its reasonable discretion, determine which items of Inventory listed thereon are Eligible Inventory” for purposes of this Agreement. Unless otherwise agreed to by Lender, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time shall, at all times, be subject to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party thatfollowing requirements for eligibility: (a) is not owned The item of Inventory shall constitute raw materials or finished goods, shall be in good condition, meet all standards imposed by any governmental agency or department or division thereof having regulatory authority over such Credit Party free and clear of all Liens and rights of any other Person (including goods or their use or sale, shall be either currently usable or currently saleable in the rights ordinary course of a purchaser that has made progress paymentsBorrower's business and shall not otherwise be unacceptable to Lender due to age, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))type, except the Liens in favour of Agentcategory, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))quality or quantity; (b) (i) is not The item of Inventory shall be located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional at one of the locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such InventoryExhibit "C" attached hereto, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location shall be subject to a mortgage in favour of a lender and ----------- covered by Lender's perfected security interest and shall not be subject to any other than Agentlien, unless a reasonably satisfactory mortgagee waiver has been delivered to Agentclaim, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, encumbrance or (vi) is located on the premises of, or is in the possession of, a processorsecurity interest; (c) is placed on consignment The item of Inventory shall not have been consigned, sold or is in transitleased to any Person; (d) is covered The item of Inventory shall not have been purchased by a negotiable document Borrower in or as part of titlea bulk transfer or sale of assets unless there was compliance, unless such document has been delivered to Agent or an exemption from compliance, with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claimsapplicable bulk sales or transfer laws; (e) is excessThe item of Inventory may have been relieved from a Borrower's Inventory supply and may be accounted for by such Borrower as an "unbilled" Account, obsolete, unsaleable, shopworn, seconds, damaged or unfit for saleprovided such Borrower can document the status of such item of Inventory to Lender's satisfaction; (f) consists Each of display items or packing or shipping materials, manufacturing supplies or replacement parts;the warranties and representations set forth in Section 9.3 shall be reaffirmed with respect to such item of Inventory at ----------- the time that the most recent Inventory Report was delivered to Lender; and (g) consists The item of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can shall otherwise be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the rightLender, in Agent’s its reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthdiscretion.

Eligible Inventory. All of the Inventory owned by the Credit Parties Borrowers and reflected in the most recent Borrowing Base Certificate delivered by Borrower the Borrowers to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish establish, modify or modify eliminate Reserves against Eligible Inventory from time to time in its good faith reasonable credit judgment. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the criteria set forth below and to establish new criteria and to adjust advance rates with respect to Eligible Inventory, in its reasonable credit judgment based on its analysis of facts or events to reflect reflecting changes in the salability or realization values of Inventory arising or discovered by Agent after the Closing Date, subject to the approval of all Revolving Lenders and the Requisite Term B Lenders in the case of adjustments, new criteria or changes in advance rates which have the effect of making more credit available than available on the Closing Date; provided that, unless a Default or an Event of Default shall have occurred and be continuing, no adjustments, new criteria or changes in advance rates which have the effect of making less credit available shall be made absent a Material Adverse Effect (it being understood that a change of the calculation of the net orderly liquidation value (or the component percentages thereof) of any Inventory based on appraisals obtained by the Agent pursuant to the terms hereof shall not constitute a change in the advance rates). Eligible Inventory shall not include any Inventory of any Credit Party Borrower that: (a) is not owned by such Credit Party Borrower free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit PartyBorrower’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)Inventory), except the Liens in favour favor of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause favor of landlords and bailees to the extent permitted in Section 5.9 hereof (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)subject to Reserves established by Agent in accordance with Section 5.9 hereof); (b) (i) is not located on premises owned, leased or rented by such Credit Party Borrower and set forth in Disclosure Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations3.2), or (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received given its prior written notice thereof from Borrower consent thereto and unless either (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such InventoryAgent, or (y) Reserves reasonably satisfactory to Agent have been established (if required by the Agent in its discretion) with respect thereto, thereto or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory satisfactory, acknowledged bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, or (iv) is located at an owned location subject to a mortgage in favour favor of a lender other than Agent, Agent unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, or (v) is located at any site location if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor100,000; (c) is placed on consignment or is in transit, other than Inventory in transit (i) that is fully insured against loss with Agent named as loss payee, (ii) as to which a Reserve has been established by the Agent (if required by the Agent in its discretion) to reflect any customs, freight and duty charges and (iii) which has been fully paid for; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour favor of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleableslow moving (in excess of one year’s supply), unsalable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit PartyBorrower’s business; (i) is not subject to a first priority lien in favour favor of Agent on behalf of itself and Lenders, subject to Prior ClaimsPermitted Encumbrances as set forth in clause (e) of the definition thereof (subject to reserves satisfactory to Agent); (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of any costs associated with “freight-in” charges, except “freight-in” charges that are directly capitalized to a specific product and are included in the cost of Inventory in the most recent appraisal of Inventory obtained by the Agent pursuant to the terms hereof; (l) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations licenses that are not readily available; (lm) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists is subject to any patent or trademark license requiring the payment of Inventory royalties or fees (excluding Inventory supplied by Playtex US) which except with respect to royalties or fees related to (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of Inventory sold under the date of determination; “▇▇▇▇▇▇▇▇ ▇▇▇▇▇” name and (ii) is in the same state as such marks and Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement license agreements among Credit Parties so long as, in each case, such royalties and fees are subordinated to the payment of the Obligations pursuant to terms and conditions satisfactory to the Agent and do not interfere with the Agent’s ability to sell such Inventory) or requiring the consent of the licensor for a sale at arm’s length.thereof by Agent (unless such consent has been obtained in form and substance satisfactory to the Agent),

Eligible Inventory. All of the Inventory owned by the Credit Parties Borrower located in the United States consisting of finished goods (including coil sheet inventory) held for resale in the Ordinary Course of Business of the Borrower (including scrap metal, ingot, ▇▇▇▇ ▇▇▇▇▇ and reclaimed scrap ingot) for such finished goods and work-in-process for such finished goods and properly reflected as “Eligible Inventory” in the most recent Borrowing Base Certificate delivered by the Borrower to Agent shall be “Eligible Inventory” 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. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish establish, modify, or modify eliminate Reserves against Eligible Inventory from time to time in its good faith Permitted Discretion upon three (3) days prior notice to the Borrower; provided, however, that for purposes of determining the Maximum Revolving Loan Amount (other than for purposes of Section 1.1(a)(iv), with which the Borrower shall be afforded three (3) days to comply in such circumstances) the establishment, modification or elimination of any Reserve shall be deemed effective immediately upon such notice. In addition, Agent reserves the right, at any time and from time to time after the Closing Date, to adjust any of the applicable criteria and to establish new criteria with respect to Eligible Inventory in its Permitted Discretion, subject to the approval of Supermajority Lenders in the case of adjustments or new criteria which have the effect of making more credit judgment available; provided that any adjustments or establishment of new criteria that has the effect of making less credit available shall be based on its analysis of facts either (i) an event, condition or events other circumstance arising after the Closing Date or (ii) an event, condition or other circumstance existing on the Closing Date to reflect changes in the salability of Inventory arising or discovered extent Agent was not given written notice thereof by Agent after the Borrower prior to the Closing Date. Eligible Inventory shall not include any the following Inventory of any Credit Party thatthe Borrower: (a) Excess/Obsolete. Inventory that is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including unsalable, but solely to the rights of a purchaser that has made progress payments, extent the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s length.exceeds its scrap value;

Eligible Inventory. All Upon Borrowers' delivery to Lender of the an Inventory owned by the Credit Parties and reflected Certification Report, Lender shall determine, in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “its sole discretion, which Inventory listed thereon is "Eligible Inventory” for purposes of ." In making this Agreementdetermination, except any Inventory to which any of Lender will consider the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party thatrequirements: (a) The Inventory consists of raw material, work in process or finished goods, is in good condition, meets all standards imposed by any governmental agency or department or division thereof having regulatory authority over such goods, is identified to an acceptable purchase order or contract in Lender's sole discretion, and is not owned by such Credit Party free and clear of all Liens and rights of any other Person otherwise unacceptable to Lender due to age (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other must be less than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)one year old); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) The Inventory is located at an owned location one of the locations listed on Exhibit D attached hereto, is subject to a mortgage in favour of a lender and covered by Lender's perfected security interest and is not subject to any other than Agentlien, unless a reasonably satisfactory mortgagee waiver has been delivered to Agentclaim, encumbrance or security interest (v) is located at any site if the aggregate book value of all Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processorother locations shall not be considered to be Eligible Inventory); (c) is placed on consignment or is in transitThe Inventory has not been consigned to a customer of a Borrower; (d) is covered by a negotiable document Each of title, unless such document 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 Certification Report was delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims;Lender; and (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged The Inventory was not purchased by a Borrower in or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not as part of a type held for "bulk" transfer or sale in the ordinary course of assets unless such Credit Party’s business; (i) is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; (j) breaches any of the representations Borrower has complied with all applicable bulk sales or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely bulk transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthlaws.

Eligible Inventory. All The dollar value of all raw materials and finished goods inventory held for sale or lease which is merchantable, not unsaleable or obsolete, owned solely by the Borrower that is at all times subject to a first priority perfected security interest in favor of the Inventory owned by Bank and is not subject to any other Liens and which the Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by Borrower Bank deems to Agent shall be “Eligible Inventory” for purposes of this Agreement; provided, except any Inventory to which any that, without limiting the generality of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Dateforegoing, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party that: (a) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations)work-in-process inventory, (ii) is stored at inventory subject to consignment or otherwise in the possession of a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect theretothird party, (iii) inventory that is stored with a bailee in-transit or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect theretonot located within the United States, (iv) inventory identified to be purchased under a contract under which the Borrower has received, or is located at entitled to receive, an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agentadvance payment, (v) inventory which is comprised of returns, rejected items, re-work items, non-standard items, or odd-lots, (vi) supplies, packaging, maintenance parts or sample inventory, and (vii) inventory that is located at any site if warehouse or other premises and not covered by a landlord’s waiver and consent. Inventory which is at any time Eligible Inventory but which subsequently fails to meet any of the aggregate foregoing requirements shall forthwith cease to be Eligible Inventory. The value of Eligible Inventory shall be the lower of the cost or market value of the Eligible Inventory computed in accordance with GAAP on a first in, first out basis and shall be determined from the Borrowing Base Certificate and supporting reports delivered to the Bank pursuant to this Agreement. Eligible Property and Equipment: The net book value of Inventory at any all goods and equipment (as such location is less than $50,000, or (vi) is located on the premises of, or is terms are defined in the possession of, a processor; (cUniform Commercial Code as adopted in the State of Minnesota) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned owned solely by the buyer; (h) Borrower that is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not at all times subject to a first priority lien perfected security interest in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; (j) breaches any favor of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; Bank and (iv) is not subject to any agreement for sale at arm’s lengthother Liens, other than inventory, farm products, or consumer goods.

Eligible Inventory. The following shall constitute the Eligibility Criteria for acceptance of Inventory for inclusion in the Borrowing Base. All Inventory of the Inventory owned by Loan Parties, valued at the Credit Parties and reflected lower cost or market in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreementaccordance with GAAP, except but excluding any Inventory to which having any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party thatcharacteristics: (a) Inventory that is not owned by such Credit Party free and clear of all Liens and rights in-transit; located at any warehouse, job site or located on any other premises that may be subject to the Lien of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (person other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))Collateral Agent; (b) (i) Inventory that is otherwise not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is duly perfected first priority Lien in the possession of, a processorCollateral Agent’s favor; (c) Inventory that is placed on consignment 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 in transitsubject to a Supplier Intercreditor Agreement; (d) is Inventory covered by a any negotiable or non-negotiable warehouse receipt, ▇▇▇▇ of lading or other document of title, ; on consignment from any Person; on consignment to any Person or subject to any bailment unless such document consignee or bailee has been delivered to Agent executed an agreement with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claimsthe Lender; (e) is excessSupplies, obsoletepackaging, unsaleableparts or sample Inventory, shopworn, seconds, damaged or unfit for salecustomer supplied parts or Inventory; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement partsWork-in-process Inventory; (g) consists Inventory that is damaged, defective, obsolete, slow moving or not currently saleable in the normal course of goods which have Borrower’s operations, or the amount of such Inventory that has been returned reduced by the buyershrinkage; (h) Inventory that the Borrower has returned, has attempted to return, is not of a type held for sale in the ordinary course process of such Credit Party’s businessreturning or intends to return to the vendor thereof; (i) Inventory that is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claimsperishable or live or 30 days from expiration; (j) breaches any of Inventory stored at locations outside the representations or warranties pertaining to Inventory set forth in the Loan DocumentsUnited States; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available;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 not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement classified as controlled substances, C2 or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have other controlled substances or pharmaceuticals unless the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which applicable Loan Party (i) has been delivered possesses a specialized license from the U.S. Drug Enforcement Agency or other federal, state or local authority to such Credit Party by sell or on behalf dispose of a supplier within thirty (30) days of the date of determination; same, or (ii) is not otherwise prohibited under applicable law from selling or otherwise disposing of same. None. 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 (“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 same state 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 such Inventory was 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 delivery; the Effective Date. From and after the Effective Date (iiii) remains identifiable 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 Loans, without giving effect to assignments thereof which have not become effective, are as having been supplied by such supplierset 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 transactions contemplated hereby; and (ivb) except as set forth in (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 other 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) appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the 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; (b) if the Assignee is not subject already a Lender under the Credit Agreement, an Administrative Questionnaire, and (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 amounts) [to any agreement the Assignor for sale 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 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 with respect to the making of this assignment directly between themselves.] 6. From and after the Effective Date, (a) 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 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 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 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 extent 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 (“Borrower”), the Subsidiary Guarantors, the Lenders, Healthcare 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 requested to be made: (A) Principal amount of Borrowing:1 (B) Date of Borrowing (which is a Business Day): (C) Funds are requested to be disbursed to 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 arm’s length.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 otherwise modified from time to time, 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 Agreement. By: Date: _______________ Name: Title: I. Inventory per perpetual report $ —

Eligible Inventory. All of the Inventory owned by the any Credit Parties Party and reflected in the most recent Borrowing Base Certificate delivered by each Borrower to Applicable Agent shall be “Eligible Inventory” for purposes of this Agreement, further described in Schedule 1 to Exhibit 6.1(d), except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Applicable Agent shall have the right to establish establish, modify, or modify eliminate Reserves against Eligible Inventory from time to time in its good faith reasonable credit judgment based on its analysis of facts or events acting in good faith. In addition, the Applicable Agent reserves the right, at any time and from time to reflect changes in the salability of Inventory arising or discovered by Agent time after the Closing DateDate and, absent an Event of Default upon three (3) Business Days’ prior notice to applicable Borrower Representative, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Inventory, in each case, in its reasonable credit judgment acting in good faith, subject to the approval of Supermajority Lenders in the case of adjustments or new criteria or changes in advance rates which have the effect of making more credit available. Eligible Inventory shall not include any Inventory of any Credit Party that: (a) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit PartyBorrower’s performance with respect to that Inventory and the rights of suppliers under section Section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour favor of Applicable Agent, on behalf of itself the applicable Secured Parties and Lenders, Prior Claims that are unregistered and except the Permitted Encumbrances described in clause (a), clause (e) that secure amounts that are not yet due and clause (l) of the definition of the term “Permitted Encumbrances” payable (other than the claims of suppliers under section Section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favor of Applicable Agent, on behalf of the applicable Secured Parties and other Permitted Encumbrances described in clauses (a), (b), (c), (e) and (f)(3) in such definition; (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Disclosure Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations 3.14) or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or (x) the Applicable Agent has received given its prior written notice thereof from Borrower and unless consent thereto, (xy) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such InventoryApplicable Agent, or (yz) Reserves satisfactory to Applicable Agent have been established with respect theretothereto in an amount not to exceed three (3) months rent, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory satisfactory, acknowledged bailee letter has been received by the Applicable Agent and or Reserves reasonably satisfactory to Applicable Agent have been established with respect thereto, or (iv) is located at an owned location subject to a mortgage in favour favor of a lender other than the Applicable Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to the Applicable Agent, or (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor100,000; (c) is placed on consignment or is in transit, except for Inventory in transit between United States and Canadian locations of Credit Parties as to which the Applicable Agent’s Liens have been perfected at origin and destination; and except for (i) Inventory in transit between domestic locations of Credit Parties, (ii) work-in-progress inventory of the type and in the amounts specified in clause (p) of this section, and (iii) consigned Inventory that arises with respect to goods that are delivered on a ▇▇▇▇ and hold, cash on delivery basis or placed on consignment, guaranteed sale or other terms by reason of which the payment by the Account Debtor is or may be conditional, provided that in the case of such consigned Inventory, (A) as to each consignee (it being understood that for the purposes of this paragraph (c), the term consignee shall include any Person to whom such Credit Party has provided possession of Inventory prior to the consummation of an irrevocable sale of such Inventory to such Person), the applicable Credit Party has, at such Credit Party’s cost and expense (i) conducted Code, PPSA, tax lien and judgment searches against such consignee, (ii) filed UCC-1 financing statements against such consignee naming such Credit Party as secured party and Applicable Agent as assignee of secured party, and (iii) provided to each secured party of record that has filed a financing statement against such consignee (whether or not such Inventory is Inventory in the hands of such consignee) a notice, in form and substance reasonably satisfactory to Applicable Agent, pursuant to Section 9-324 of the Code or similar provision of the PPSA of such Credit Party’s intent to provide purchase money financing to such consignee and (iv) obtained from such consignee a letter agreement, in form and substance reasonably satisfactory to Applicable Agent, in which such consignee acknowledges the Lien of Applicable Agent and agrees that to the extent that such consignee has not paid the purchase price of any item of Inventory, Applicable Agent can take possession of and remove such item of Inventory upon an Event of Default and (B) such Credit Party holds a perfected first priority security interest against such consignee, such security interest having been assigned of record to Applicable Agent; (d) is covered by a negotiable document of title, unless such document has been delivered to the Applicable Agent with all necessary endorsements, free and clear of all Liens except those in favour favor of the Applicable Agent and Lenders, subject to Prior Claimsapplicable Secured Parties; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer and are not capable of readily being resold to another buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour favor of the Applicable Agent on behalf of itself and Lenders, the applicable Secured Parties subject to Prior ClaimsPermitted Encumbrances; (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of any costs associated with “freight-in” charges; (l) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations licenses that are not readily available; (lm) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Applicable Agent; (mn) with respect is otherwise unacceptable to which Applicable Agent does in its reasonable credit judgment acting in good faith; (o) consists of work-in-progress inventory except that work-in-progress inventory in an amount not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has exceed $6,500,000 shall not been obtainedbe excluded; or (np) consists of Inventory (excluding Inventory supplied by Playtex US) raw materials in transit, except raw materials in transit that are adequately insured and in which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is has perfected title under Applicable Law in such raw materials in an amount not to exceed $1,000,000 in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthaggregate.

Eligible Inventory. The following shall constitute the Eligibility Criteria for acceptance of Inventory for inclusion in the Borrowing Base All Inventory of the Inventory owned by Loan Parties, valued at the Credit Parties and reflected lower cost or market in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreementaccordance with GAAP, except but excluding any Inventory to which having any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party thatcharacteristics: (a) Inventory that is not owned by such Credit Party free and clear of all Liens and rights in-transit; located at any warehouse, job site or located on any other premises that may be subject to the Lien of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (person other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))Collateral Agent; (b) (i) Inventory that is otherwise not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is duly perfected first priority Lien in the possession of, a processorCollateral Agent’s favor; (c) Inventory that is placed on consignment 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 in transitsubject to a Supplier Intercreditor Agreement; (d) is Inventory covered by a any negotiable or non-negotiable warehouse receipt, ▇▇▇▇ of lading or other document of title, ; on consignment from any Person; on consignment to any Person or subject to any bailment unless such document consignee or bailee has been delivered to Agent executed an agreement with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claimsthe Lender; (e) is excessSupplies, obsoletepackaging, unsaleableparts or sample Inventory, shopworn, seconds, damaged or unfit for salecustomer supplied parts or Inventory; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement partsWork-in-process Inventory; (g) consists Inventory that is damaged, defective, obsolete, slow moving or not currently saleable in the normal course of goods which have the Borrower’s operations, or the amount of such Inventory that has been returned reduced by the buyershrinkage; (h) Inventory that the Borrower has returned, has attempted to return, is not of a type held for sale in the ordinary course process of such Credit Party’s businessreturning or intends to return to the vendor thereof; (i) Inventory that is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claimsperishable or live or 30 days from expiration; (j) breaches any of Inventory stored at locations outside the representations or warranties pertaining to Inventory set forth in the Loan DocumentsUnited States; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available;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 not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement classified as controlled substances, C2 or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have other controlled substances or pharmaceuticals unless the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which applicable Loan Party (i) has been delivered possesses a specialized license from the U.S. Drug Enforcement Agency or other federal, state or local authority to such Credit Party by sell or on behalf dispose of a supplier within thirty (30) days of the date of determination; same, or (ii) is not otherwise prohibited under applicable law from selling or 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 same state 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 such Inventory was 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 delivery; the Effective Date. From and after the Effective Date (iiii) remains identifiable 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 Loans, without giving effect to assignments thereof which have not become effective, are as having been supplied by such supplierset 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 transactions contemplated hereby; and (ivb) except as set forth in (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 other 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) appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers and discretion under the Credit Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Agents by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the 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; (b) if the Assignee is not subject already a Lender under the Credit Agreement, an Administrative Questionnaire, and (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 amounts) [to any agreement the Assignor for sale at armamounts 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 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 with respect to the making of this assignment directly between themselves.] 6. From and after the Effective Date, (a) 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 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 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 lengthAddress 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 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 extent 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 (“Borrower”), the Subsidiary Guarantors, the Lenders, Jefferies 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 requested to be made: (A) Class of Borrowing: [Revolving Borrowing] [Term Borrowing] (B) Principal amount of Borrowing:1 (C) Date of Borrowing (which is 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 be disbursed to 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.

Eligible Inventory. All of the Inventory owned by the Credit Parties and reflected in Based on the most recent Borrowing Base Certificate delivered by each Borrower to Agent Lender and on other information available to Lender, Lender shall in its reasonable credit judgment determine which Inventory of each Borrower shall be “"Eligible Inventory” " for purposes of this Agreement. In determining whether any particular Inventory of any Borrower constitutes Eligible Inventory, except Lender shall not include any such Inventory to which any of the exclusionary criteria set forth below applies. In addition Lender reserves the right, at any time and from time to Reserves established on time after the Closing Date, following notice by Agent to Borrower given reasonably in advanceadjust any such criteria, Agent shall have the right to establish or modify Reserves against new criteria and to adjust advance rates with respect to Eligible Inventory from time to time Inventory, in its good faith reasonable credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Datejudgment. Eligible Inventory shall not include any Inventory of any Credit Party thatBorrower: (a) that is not owned by such Credit Party Borrower free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit Party’s Borrower's performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)Inventory), except the Liens in favour favor of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))Lender; (b) that is (i) is not located on premises owned, leased or rented operated by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations Borrower or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at with a leased locationbailee, warehouseman or similar Person, unless listed on Schedule 5.12 or Agent Lender has received given its prior written notice thereof from Borrower consent thereto and unless (x) a reasonably satisfactory bailee letter or landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such InventoryLender, or (y) Reserves satisfactory to Agent Lender have been established with respect thereto, or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on 50,000 at all times during the premises of, or is in the possession of, a processoryear; (c) that is placed on consignment consignment, is in transit or is in transitotherwise not located on premises owned or leased by such Borrower; (d) that is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior ClaimsLender; (e) that in Lender's reasonable determination, is excess, obsolete, unsaleableunsalable, shopworn, seconds, damaged or unfit for sale; (f) that consists of display items or packing or shipping materialsmaterials (other than commodity packaging acceptable to Lender in its discretion in an amount not to exceed $500,000 in the aggregate) manufacturing supplies, manufacturing supplies work-in-process Inventory or replacement parts; (g) that consists of goods which have been returned by the buyer; (h) that is not of a type held for sale in the ordinary course of such Credit Party’s Borrower's business; (i) as to which Lender's Lien therein is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claimsperfected Lien; (j) breaches as to which any of the representations or warranties pertaining to Inventory set forth in this Agreement or the Loan DocumentsSecurity Agreement is untrue; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations licenses that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent;Lender; or (m) with respect is otherwise unacceptable to which Agent does not have the right, Lender in Agent’s its reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthcredit judgment.

Eligible Inventory. All of the Inventory owned by the each Credit Parties Party and properly reflected as “Eligible Inventory”, or “Eligible In-Transit Inventory” in the most recent Borrowing Base Certificate delivered by Borrower Representative to Agent shall Table of Contents 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. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish establish, modify, or modify eliminate Reserves against Eligible Inventory from time to time in its good faith credit judgment based on 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 analysis Permitted Discretion, subject to the approval of facts or events to reflect changes Required Lenders in the salability case of Inventory arising adjustments or discovered by Agent after new criteria that have the Closing Dateeffect of increasing the Borrowing Base. Eligible Inventory shall not include any the following Inventory of any a Credit Party that: (a) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)Inventory), except the (i) Qualified Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (liv) 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 the term “Permitted Encumbrances” landlords and bailees (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)provided that Reserves may be established with respect thereto in accordance with this Agreement); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may 3.21, such schedule to be updated from time to time in writing by listing additional locations time, or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless location either (x) with respect to which a reasonably satisfactory landlord waiver collateral access agreement has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such InventoryAgent, or (y) Reserves satisfactory to Agent have been may be established with respect thereto, thereto in accordance with this Agreement or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory satisfactory, acknowledged bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been may be established with respect theretothereto in accordance with this Agreement, or (iv) is located at an owned location subject to a mortgage in favour favor of a lender other than Agent, 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 $50,000, or (vi) is located on the premises of, or is in the possession of, a processor100,000; (c) is placed placed, purchased or sold on consignment (other than Eligible Consigned Inventory up to an aggregate maximum amount of $2,000,000) or is in transit, except for Inventory in transit between locations of 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 covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those Qualified Liens described in favour clause (iv) of Agent and Lenders, subject to Prior Claimsthe definition thereof (provided that Reserves may be established with respect thereto in accordance with this Agreement); (e) is excess, obsolete, unsaleableslow moving (in excess of two year’s supply), unsalable, unrentable, shopworn, seconds, damaged or damaged, defective, unfit for sale, is being repaired, is not of good or merchantable quality or does not meet all standards imposed Table of Contents by any Governmental Authority having regulatory authority over such goods, their use, lease or sale; (f) consists of display items or packing or shipping materials, parts, manufacturing supplies or supplies, work-in-process Inventory, replacement parts, prototypes or consists of unfinished goods; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour favor of Agent on behalf of itself and LendersSecured Party, subject to Prior Claims(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) breaches does not conform to any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations licenses that are not readily available; (l) is not covered by casualty insurance as required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agentby the Loan Documents; (m) with respect is subject to which Agent does not have any Patent or Trademark IP License requiring the right, in payment of royalties or fees or requiring the consent of the licensor for a sale thereof by Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same case of an Australian Credit Party, which does not meet all standards imposed by any Australian federal or state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is government authority, including relating to its production, acquisition or importation for inventory located in Australia or which does not subject to any agreement consist of raw materials or finished goods for sale at arm’s lengthinventory located in Australia.

Eligible Inventory. All With respect to the Borrower or any of the Inventory its Subsidiaries, finished goods, work in progress and raw materials and component parts inventory owned by the Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. such Subsidiary; provided that Eligible Inventory shall not include any Inventory of any Credit Party that: (a) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) inventory (i) is held on consignment, or not located on premises ownedotherwise owned by the Borrower or such Subsidiary, leased or rented of a type no longer sold by the Borrower or such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations)Subsidiary, (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver which has been delivered returned by a customer and not saleable in the ordinary course of the Borrower's business or is damaged or subject to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect theretoany legal encumbrance other than Permitted Liens, (iii) which is stored with not in the possession of the Borrower or such Subsidiary unless the Agent has received a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent waiver from the party in possession of such inventory in form and Reserves reasonably substance satisfactory to Agent have been established with respect theretothe Agent, (iv) which is located at an owned location subject to held by the Borrower or such Subsidiary on property leased by the Borrower or a mortgage in favour of a lender other than AgentSubsidiary, unless the Agent has received a reasonably waiver from the lessor of such leased property and, if any, sublessor thereof in form and substance satisfactory mortgagee waiver has been delivered to the Agent, (v) as to which appropriate Uniform Commercial Code financing statements showing the Borrower or such Subsidiary 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, (vi) which has been shipped to a customer of the Borrower or such Subsidiary regardless of whether such shipment is on a consignment basis, (vii) which is not located at any site if within the aggregate book value United States of Inventory at any such location is less than $50,000America, or (viviii) is located on which the premises ofMajority 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 Multiemployer Plan. Environmental Laws. Any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under the Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986 ("▇▇▇▇"), the Federal Clean Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or is in any applicable state or local statutes, regulation, ordinance, order or decree relating to the possession of, a processor; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthenvironment.

Eligible Inventory. All Upon Borrower's delivery to Lender of the an Inventory owned by the Credit Parties Report, Lender shall determine, in its sole and reflected absolute discretion and in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “exercise of good faith, which items of Inventory listed thereon are Eligible Inventory” for purposes Inventory and in the exercise of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below appliesgood faith. In addition to Reserves established on making this determination, Lender will consider the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party thatrequirements: (aA) The item of Inventory is not owned in good condition, meets all standards imposed by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventorygovernmental agency, or (y) Reserves satisfactory to Agent have been established with respect theretodepartment or division thereof, (iii) having regulatory authority over such goods, their use or sale and is stored with a bailee either currently useable or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale currently saleable in the ordinary course of Borrower's (who owns such Credit Party’s businessInventory) business and is not otherwise unacceptable to Lender due to age, type, category or quantity; (iB) The item of Inventory is not located at one of the locations listed on Exhibit C attached hereto, is subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; Lender's perfected security interest and (iv) is not subject to any agreement other lien, claim, encumbrance or security interest, except for the Permitted Liens; (C) The item of Inventory has not 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 Person; (E) Each of the warranties and representations set forth in Section 9.3 has been reaffirmed with respect to such items of Inventory 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 at arm’s lengthof assets unless Borrower, and the seller of such item, have complied with all applicable bulk sales or bulk transfer laws.

Eligible Inventory. All Upon Borrowers' delivery to Lender of the an Inventory owned by the Credit Parties and reflected Certification Report, Lender shall determine, in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “its reasonable business judgment, which Inventory listed thereon is "Eligible Inventory” for purposes of ." In making this Agreementdetermination, except any Inventory to which any of Lender will consider the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party thatrequirements: (aA) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress paymentsWith respect to Vita, the rights of a surety that has issued a bond Inventory is in good condition, constitutes finished goods or raw fish (excluding, however, ingredients (other than raw fish) used to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canadaprocess finished goods Inventory)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) (i) is not located on premises owned, leased or rented meets all standards imposed by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventoryany governmental agency, or (y) Reserves satisfactory to Agent have been established with respect theretodepartment or division thereof, (iii) having regulatory authority over such goods, is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale currently saleable in the ordinary course of such Credit Party’s businessVita's business and is not otherwise unacceptable to Lender due to age, type, category and/or quantity; (iB) With respect to Virginia Honey, the Inventory is in good condition, meets all standards imposed by any governmental agency, or department or division thereof, having regulatory authority over such goods, and is not subject otherwise unacceptable to a first priority lien in favour of Agent on behalf of itself and LendersLender due to age, subject to Prior Claimstype, category and/or quantity; (jC) breaches any The Inventory is located at one of the representations or warranties pertaining locations listed on Schedule 5.6 attached hereto, is subject to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not and covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; Lender's perfected security interest and (iv) is not subject to any agreement for other lien, claim, encumbrance or security interest other than Permitted Liens (all 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 subject to return due to expiration of code dates or 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 as part of a "bulk" transfer or sale at arm’s lengthof assets unless such Borrower has complied with all applicable bulk sales or bulk transfer laws.

Eligible Inventory. All of the Inventory owned by the Credit Parties and reflected in Based on the most recent Borrowing Base Certificate delivered by Borrower the Borrowers to Revolving Credit Agent and on other information available to Revolving Credit Agent, Revolving Credit Agent shall in its reasonable credit judgment determine which Inventory of each Borrower shall be “"Eligible Inventory” " for purposes of this Agreement. In determining whether any particular Inventory of any Borrower constitutes Eligible Inventory, except Revolving Credit Agent shall not include any such Inventory to which any of the exclusionary criteria set forth below applies. In addition Revolving Credit Agent reserves the right, at any time and from time to Reserves established on time after the Closing Date, following upon not less than two Business Days' notice by Agent to Borrower given reasonably the Borrowers, to adjust any such criteria, to establish new criteria and to adjust advance rates with respect to Eligible Inventory, in advanceits reasonable credit judgment, Agent shall subject to the approval of Requisite Lenders in the case of adjustments or new criteria or changes in advance rates which have the right to establish or modify effect of making more credit available than would otherwise be available hereunder based upon the eligibility criteria, advance rates, and Reserves against Eligible Inventory from time to time in its good faith credit judgment based established on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party Borrower that: (a) a. is not owned by such Credit Party Borrower free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit Party’s Borrower's performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)Inventory), except the Liens in favour favor of Agent, on behalf of itself and the Lenders, and except the Permitted Encumbrances described in clause favor of landlords, warehouseman, and bailees to the extent permitted in Section 5.9 hereof (asubject to Reserves established by Revolving Credit Agent in accordance with Section 5.9 hereof), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy inchoate Liens for monies not yet due and Insolvency Act (Canada))payable; (b) b. is (i) is not located on premises owned, owned or leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations Borrower or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at with a leased locationbailee, warehouseman or similar Person, unless listed on Schedule 5.12 or Revolving Credit Agent has received given its prior written notice thereof from Borrower consent thereto and unless (x) a reasonably satisfactory bailee letter or landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such InventoryRevolving Credit Agent, or (y) Reserves satisfactory to Revolving Credit Agent have been established with respect thereto, or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor100,000; (c) c. is placed on consignment or is in transit; (d) d. is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour favor of Agent and Lenders, subject to Prior ClaimsLenders and inchoate Liens for monies not yet due and payable; (e) e. in Revolving Credit Agent's reasonable determination, is excess, obsolete, unsaleableunsalable, shopworn, seconds, damaged or unfit for sale; (f) f. consists of display items or packing or shipping materials, manufacturing supplies supplies, or replacement partsparts for Equipment of any Borrower; (g) g. consists of goods which have been returned by the buyer; (h) h. is not of a type held for sale in the ordinary course of such Credit Party’s Borrower's business; (i) i. as to which Agent's Lien, on behalf the Lenders, therein is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, perfected Lien (except that Inventory may be subject to Prior Claimsinchoate Liens for monies not yet due and payable); (j) breaches j. as to which any of the representations or warranties pertaining to Inventory set forth in this Agreement or the Loan DocumentsSecurity Agreement is untrue in any material respect; (k) k. consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations licenses that are not readily available; (l) l. is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Revolving Credit Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered m. is otherwise unacceptable to such Revolving Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is Agent in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthits reasonable credit judgment.

Eligible Inventory. All of the Inventory owned by the FBS Ag Credit Parties and reflected in the most recent Borrowing Base Certificate delivered by Borrower to Agent shall be “Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party that: (a) is not owned by such Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)), except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) is located at an owned location subject to a mortgage in favour of a lender other than Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agent, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor; (c) is placed on consignment or is in transit; (d) is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or unfit for sale; (f) consists of display items or packing or shipping materials, manufacturing supplies or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale in the ordinary course of such Credit Party’s business; (i) is not subject to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims; (j) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required to be maintained under Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s the ------------------ exercise of FBS Ag Credit's reasonable determinationdiscretion, to freely transfer determine whether Inventory is eligible for inclusion in the Borrowing Base at any particular time (such eligible inventory being referred to as "ELIGIBLE INVENTORY"). Without limiting FBS Ag Credit's right to determine that Inventory does not constitute Eligible Inventory, the following Inventory shall not be Eligible Inventory: (a) Inventory deemed to be out-of-condition or complete otherwise unmerchantable by the production United States Department of Agriculture, any state's Department of Agriculture, or any other governmental agency or any department or division thereof having regulatory authority over Borrower or any of Borrower's assets or activities; (b) Inventory without for which a prepayment has been received; (c) Inventory in the need for any licensepossession of third parties, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which unless it is Inventory: (i) at a location shown on Exhibit 3.B, for which FBS Ag Credit has been delivered received a bailee letter satisfactory ----------- to FBS Ag Credit, executed by such Credit Party by third party, or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is covered by negotiable warehouse receipts or negotiable bills of lading issued by either: (A) a warehouseman licensed and bonded by the United States Department of Agriculture or any state's Department of Agriculture, or (B) a recognized carrier having an office in the same state United States and in a financial condition reasonably acceptable to FBS Ag Credit, which receipts or bills of lading designate FBS Ag Credit directly or by endorsement as the only Person to which or to the order of which the warehouseman or carrier is legally obligated to deliver such Inventory was on delivery; (iii) remains identifiable as having been supplied by such suppliergoods; and (ivd) is not Inventory which in FBS Ag Credit's opinion may be subject to liens or conflicting claims of ownership, whether such liens or conflicting claims are asserted or could be asserted by any agreement for sale Person. In the event that Inventory previously included in the Borrowing Base ceases to be Eligible Inventory, Borrower shall promptly pay to FBS Ag Credit an amount sufficient to ensure that the Liabilities, other than the Liabilities evidenced by the Line of Credit Note, shall at arm’s lengthno time exceed the then current Borrowing Base.

Eligible Inventory. All of Upon the Inventory owned by the Credit Parties and reflected in the most recent Borrowing Base Certificate delivered delivery by Borrower to Agent Lender of an Inventory Report, Lender shall be “determine, in its sole and absolute discretion, which items of Inventory listed thereon is Eligible Inventory” for purposes of this Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on making this determination, Lender will consider the Closing Date, following notice by Agent to Borrower given reasonably in advance, Agent shall have the right to establish or modify Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events to reflect changes in the salability of Inventory arising or discovered by Agent after the Closing Date. Eligible Inventory shall not include any Inventory of any Credit Party thatrequirements: (a) The item of Inventory is in good condition, meets all standards imposed by any governmental agency, or department or division thereof, having regulatory authority over such goods, their use or sale, is not owned by such Credit Party free obsolete, is in good condition and clear is either currently useable or currently saleable in the ordinary course of all Liens Borrower's business and rights of any other Person (including the rights of a purchaser that has made progress paymentsis not otherwise unacceptable to Lender due to age, the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))type, except the Liens in favour of Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada))category or quantity; (b) (i) is not located on premises owned, leased or rented by such Credit Party and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change The item of locations), (ii) is stored at a leased location, unless listed on Schedule 5.12 or Agent has received prior written notice thereof from Borrower and unless (x) a reasonably satisfactory landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventory, or (y) Reserves satisfactory to Agent have been established with respect thereto, (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (iv) Inventory is located at an owned location one of the locations of Borrower listed on Exhibit D attached hereto or as otherwise hereinafter agreed to by Lender, is subject to a mortgage in favour of a lender and covered by Lender's perfected security interest and is not subject to any other than Agentlien, unless a reasonably satisfactory mortgagee waiver has been delivered to Agentclaim, (v) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, encumbrance or (vi) is located on the premises of, or is in the possession of, a processorsecurity interest; (c) is placed on consignment The item of Inventory has not been consigned, sold or is in transitleased to any Person; (d) is covered by a negotiable document Each of title, unless such document 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 Agent with all necessary endorsements, free and clear of all Liens except those in favour of Agent and Lenders, subject to Prior ClaimsLender; (e) is excessThe item of Inventory was not purchased by Borrower in or as part of a "bulk" transfer or sale of assets unless Borrower, obsoleteand the seller of such item, unsaleable, shopworn, seconds, damaged have complied with all applicable bulk sales or unfit for salebulk transfer laws; (f) consists The item of display items Inventory does not consist of work-in-process or packing packaging or shipping materials, manufacturing supplies or replacement partssupplies; (g) consists The item of goods which have been returned by the buyerInventory is not slow moving Inventory, is not out of date Inventory and is not consigned Inventory; (h) The item of Inventory is in the possession of Borrower but is not of a type held for sale in the ordinary course of such Credit Party’s businessowned by Borrower; (i) The item of Inventory does not consist of dock fees (or "inside margin" as such term is not subject used or referred to a first priority lien in favour of Agent on behalf of itself and Lenders, subject to Prior Claims;by Borrower); and (j) breaches any The item of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations that are not readily available; (l) is not covered by casualty insurance required stored at a leased or warehouse location, unless in respect to be maintained under Section 2.2 of this Agreement such leased or otherwise reasonably warehouse location, Lender has received a landlord waiver or bailee letter in form and substance acceptable to Agent; (m) with respect to which Agent does not have the right, in Agent’s reasonable determination, to freely transfer Inventory or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtained; or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which (i) has been delivered to such Credit Party by or on behalf of a supplier within thirty (30) days of the date of determination; (ii) is in the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthLender.

Eligible Inventory. All of the Inventory owned by the Credit Parties Borrower or any of its Domestic Subsidiaries and reflected in the most recent Borrowing Base Certificate delivered by the Borrower to the Administrative Agent shall be “"Eligible Inventory” " for purposes of this REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] Agreement, except any Inventory to which any of the exclusionary criteria set forth below applies. In addition to Reserves established on the Closing Date, following notice by Agent to Borrower given reasonably in advance, The Administrative Agent shall have the right to establish establish, modify, or modify eliminate Reserves against Eligible Inventory from time to time in its good faith credit judgment based on its analysis of facts or events Permitted Discretion. In addition, the Administrative Agent reserves the right, at any time and from time to reflect changes in the salability of Inventory arising or discovered by Agent time after the Closing Date, to adjust any of the criteria set forth below, to establish new criteria and to adjust advance rates with respect to Eligible Inventory in its Permitted Discretion exercised in good faith, subject to the approval of Supermajority Lenders in the case of adjustments, new criteria or changes in advance rates which have the effect of making more credit available. Eligible Inventory shall not include any Inventory of any Credit Party the Borrower or a Domestic Subsidiary that: (a) is not owned by such Credit Party the Borrower or a Domestic Subsidiary free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments, payments and the rights of a surety that has issued a bond to assure such Credit Party’s the Borrower's or a Domestic Subsidiary's performance with respect to that Inventory and the rights of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)Inventory), except the Liens in favour favor of the Administrative Agent, on behalf of itself and Lenders, and except the Permitted Encumbrances described in clause (a), clause (e) and clause (l) of the definition of the term “Permitted Encumbrances” (other than the claims of suppliers under section 81.1 of the Bankruptcy and Insolvency Act (Canada)); (bi) except in the case of Inventory on lease to customers in the ordinary course of business (iw) is not located on premises located in a state of the United States or the District of Columbia owned, leased or rented by such Credit Party the Borrower or a Domestic Subsidiary and set forth in Schedule 5.12 (as Schedule 5.12 may be updated from time to time in writing by listing additional locations or deleting existing locations delivered by Borrower to Agent on or prior to each such change of locations)4.16, (iix) is stored at a leased location, unless listed on Schedule 5.12 or the Administrative Agent has received given its prior written notice thereof from Borrower consent thereto and unless (x1) a reasonably satisfactory satisfactory, landlord waiver has been delivered to Agent or no statutory or contractual landlord lien exists with respect to such Inventorythe Administrative Agent, or (2) Reserves in an amount equal to three months rent have been established with respect thereto, (y) is stored with a bailee or warehouseman or is in a processor or converter facility unless a reasonably satisfactory, acknowledged waiver or subordination of all Liens and claims by the bailee, warehouseman, processor or converter has been received by the Administrative Agent or Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto, or (iii) is stored with a bailee or warehouseman unless a reasonably satisfactory bailee letter has been received by Agent and Reserves reasonably satisfactory to Agent have been established with respect thereto, (ivz) is located at an owned location subject to a mortgage in favour favor of a lender other than the Administrative Agent, unless a reasonably satisfactory mortgagee waiver has been delivered to Agentthe Administrative Agent or Reserves reasonably satisfactory to the Administrative Agent have been established with respect thereto, or (vii) is located at any site if the aggregate book value of Inventory at any such location is less than $50,000, or (vi) is located on the premises of, or is in the possession of, a processor100,000; (c) is placed on consignment or is in transit, except for Inventory in transit between domestic locations of Loan Parties as to which the Administrative Agent's Liens have been perfected at origin and destination; (d) is covered by a negotiable document of title, unless such document has been delivered to the Administrative Agent with all necessary endorsements, free and clear of all Liens except those in favour favor of the Administrative Agent and Lenders, subject to Prior Claims; (e) is excess, obsolete, unsaleable, shopworn, seconds, damaged or damaged, unfit for salesale or customized inventory; (f) consists of display items or packing or shipping materials, manufacturing supplies supplies, work-in-process Inventory to the extent such work-in-process Inventory in the aggregate exceeds $5,000,000 or replacement parts; (g) consists of goods which have been returned by the buyer; (h) is not of a type held for sale or lease in the ordinary course of such Credit Party’s the Borrower's or a Domestic Subsidiary's business;; REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] (ih) is not subject to a first priority lien in favour favor of the Administrative Agent on behalf of itself and Lenders, Lenders subject to Prior Claimsno other Lien other than Permitted Liens that are junior to the Lien of the Administrative Agent securing the Obligations; (ji) breaches any of the representations or warranties pertaining to Inventory set forth in the Loan Documents; (j) consists of any costs associated with "freight-in" charges, to the extent such "freight-in" charges can be determined by the Loan Parties; (k) consists of Hazardous Materials or goods that can be handled, transported or sold only with permits, licenses, approvals or authorizations licenses that are not readily available; (l) is not covered by casualty insurance required to be maintained under in accordance with Section 2.2 of this Agreement or otherwise reasonably acceptable to Agent7.5; (m) with respect is being leased to which Agent does a third party as lessee subject to a lease that is not have owned by the right, in Agent’s reasonable determination, Borrower or a Domestic Subsidiary or is subject to freely transfer Inventory a lease owned by the Borrower or complete the production of Inventory without the need for any license, sublicense or consent which has not been obtaineda Domestic Subsidiary that is subject to a Lien (other than a Permitted Lien); or (n) consists of Inventory (excluding Inventory supplied by Playtex US) which is being leased to a third party as lessee (i) which has been delivered commenced a voluntary case or has consented to such Credit Party by the entry of an order for relief in an involuntary case or on behalf to the conversion of an involuntary case to a supplier within thirty (30) days of voluntary case, under the date of determination; Bankruptcy Code or (ii) is with respect to which a court has entered a decree or order for relief in an involuntary case under the same state as such Inventory was on delivery; (iii) remains identifiable as having been supplied by such supplier; and (iv) is not subject to any agreement for sale at arm’s lengthBankruptcy Code.