INDENTURE Dated as of [____________], [____] Between BRIGHTVIEW HOLDINGS, INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Senior Debt Securities CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318...Indenture • May 24th, 2022 • BrightView Holdings, Inc. • Agricultural services • New York
INDENTURE, dated as of [____________], [____], between BrightView Holdings, Inc., a corporation duly organized and existing under the laws of Delaware (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
BrightView Holdings, Inc. [●] Shares Common Stock ($0.01 par value) Underwriting AgreementBrightView Holdings, Inc. • June 11th, 2018 • Agricultural services • New York
BrightView Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] shares of common stock, $0.01 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 21 hereof.
FOURTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • September 1st, 2023 • BrightView Holdings, Inc. • Agricultural services • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 28, 2017 by and among the following parties:
AMENDMENT NO. 6 TO CREDIT AGREEMENTCredit Agreement • April 25th, 2022 • BrightView Holdings, Inc. • Agricultural services • New York
CREDIT AGREEMENT, dated as of December 18, 2013, among BRIGHTVIEW HOLDINGS, INC. (f/k/a GARDEN ACQUISITION HOLDINGS, INC.) (“Holdings”), BRIGHTVIEW LANDSCAPES, LLC (f/k/a The Brickman Group Ltd. LLC), a Delaware limited liability company (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, together with the Swingline Lender, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as the Letter of Credit Issuer, the Swingline Lender, the Administrative Agent and the Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).
BrightView Holdings, Inc. 10,000,000 Shares Common Stock ($0.01 par value) Underwriting AgreementBrightView Holdings, Inc. • June 15th, 2020 • Agricultural services • New York
Each of (i) KKR BrightView Aggregator L.P. (the “KKR Selling Stockholder”), (ii) MSD Valley Investments, LLC (the “MSD Selling Stockholder”) and (iii) the other selling stockholders named on Schedule I(B) hereto (the “Piggyback Selling Stockholders”) and, together with the KKR Selling Stockholder and the MSD Selling Stockholder, the “Selling Stockholders”), as a stockholder of BrightView Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I(A) hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, the number of shares (the “Shares”) of common stock, $0.01 par value (“Common Stock”), set forth next to such Selling Stockholder’s name on Schedule I(B) hereto. The aggregate 10,000,000 Shares to be sold by the Selling Stockholders are herein called the “Securities.” Certain terms used herein are defined in Section 24 hereof. To the extent there are no additional Underwriters listed on
INDENTURE Dated as of [____________], [____] Between BRIGHTVIEW HOLDINGS, INC., as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Subordinated Debt Securities CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH...Indenture • May 24th, 2022 • BrightView Holdings, Inc. • Agricultural services • New York
INDENTURE, dated as of [____________], [____], between BrightView Holdings, Inc. a corporation duly organized and existing under the laws of Delaware (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
FIRST LIEN CREDIT AGREEMENT dated as of December 18, 2013 among GARDEN ACQUISITION HOLDINGS, INC., as Holdings, GARDEN MERGER SUB, LLC, as the Initial Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC.,...First Lien Credit Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of November 10, 2013 (the “Acquisition Agreement”), by and among Holdings, MergerSub, BG Holding LLC and Leonard Green & Partners, L.P. (solely in its capacity as the initial Holder Representative (as defined in therein)), Holdings will acquire the Company through an acquisition transaction pursuant to the Acquisition Agreement whereby MergerSub will merge (the “Merger”) with and into BG Holding LLC, with BG Holding LLC surviving the Merger as wholly-owned Subsidiary of Holdings;
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT among GARDEN ACQUISITION HOLDINGS, INC., GARDEN MERGER SUB, LLC, and the other Grantors party hereto, MORGAN STANLEY SENIOR FUNDING, INC., as Senior Representative for the Credit Agreement Secured...Intercreditor Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
FIRS LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, dated as of December 18, 2013 (this “Agreement”), among GARDEN ACQUISITION HOLDINGS, INC., a Delaware corporation (“Holdings”), GARDEN MERGER SUB, LLC, a Delaware limited liabiity company (the “Initial Borrower”), THE BRICKMAN GROUP LTD. LLC, a Delaware limited liability company (the “Company”), the other Grantors (as defined below) party hereto, MORGAN STANLEY SENIOR FUNDING, INC. (“Morgan Stanley”), as Representative for the Credit Agreement Secured Parties (in such capacity, the “Administrative Agent”), CREDIT SUISSE AG, as Representative for the Initial Second Priority Debt Parties (in such capacity, the “Initial Second Priority Representative”), and each additional Second Priority Representative and Senior Representative that from time to time becomes a party hereto pursuant to Section 8.09.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2023 • BrightView Holdings, Inc. • Agricultural services • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of August 28, 2023 (the “Agreement”), by and among BrightView Holdings, Inc., a Delaware corporation (the “Company”), and the Investors (as defined below). The Investors and any other party that may become a party hereto pursuant to Section 10(c) are referred to collectively as the “Stockholders” and individually each as a “Stockholder.”
August 27, 2023Letter Agreement • August 28th, 2023 • BrightView Holdings, Inc. • Agricultural services • Pennsylvania
This letter agreement (“Agreement”) sets forth the terms of your employment with BrightView Landscapes, LLC (the “Company” and the Company together with BrightView Holdings, Inc. (“Parent”) and each of the Company’s and Parent’s subsidiaries, the “Company Group”) in a new executive officer role as set forth below to be effective on October 1, 2023 (the “Effective Date”).
AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • June 11th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT, dated as of May 21, 2014 (the “Agreement”), is among Brickman Parent L.P., a Delaware limited partnership (“Brickman LP”), Brickman GP, LLC, a Delaware limited liability company and the general partner of Brickman LP (“Brickman GP”), Brickman Acquisition Holdings, Inc. (f/k/a Garden Acquisition Holdings, Inc.), a Delaware corporation and a wholly owned subsidiary of Brickman LP (“Parent”), The Brickman Group Ltd. LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the “Company,” and together with Brickman LP, Brickman GP and Parent, the “Company Entities”), Kohlberg Kravis Roberts & Co. L.P., a Delaware limited partnership (“KKR”), and MSD Capital, L.P., a Delaware limited partnership (“MSD” and, collectively with KKR, the “Managers”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
SECOND AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • February 19th, 2021 • BrightView Holdings, Inc. • Agricultural services • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 28, 2017 by and among the following parties:
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 28th, 2023 • BrightView Holdings, Inc. • Agricultural services • Delaware
This Indemnification Agreement is effective as of _________, 20[●] (this “Agreement”) and is between BrightView Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (“Indemnitee”).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS SECOND LIEN SECURITY AGREEMENT, dated as of December 18, 2013, among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Credit Suisse AG, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
Brightview HOLDINGS, INC. RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Grant • November 16th, 2023 • BrightView Holdings, Inc. • Agricultural services • New York
THIS RESTRICTED STOCK UNIT GRANT (this “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto (the “Date of Grant”), by and between BrightView Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and the participant identified on the Signature Page attached hereto (“Participant”).
RECEIVABLES FINANCING AGREEMENT Dated as of April 28, 2017 by and among BRIGHTVIEW FUNDING LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and LC Participants, PNC BANK, NATIONAL ASSOCIATION, as LC Bank, PNC BANK, NATIONAL...Financing Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of April 28, 2017 by and among the following parties:
FIRST LIEN PLEDGE AGREEMENTFirst Lien Pledge Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
FIRST LIEN PLEDGE AGREEMENT, dated as of December 18, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 29 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings, MergerSub and the Company are referred to collectively as the “Pledgors”), and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
STOCKHOLDERS AGREEMENT of BRIGHTVIEW HOLDINGS, INC. Dated as of June 27, 2018Stockholders Agreement • July 2nd, 2018 • BrightView Holdings, Inc. • Agricultural services • Delaware
This STOCKHOLDERS AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 27, 2018, by and among BrightView Holdings, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
SECOND LIEN SECURITY AGREEMENTSecond Lien Security Agreement • April 2nd, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS SECOND LIEN SECURITY AGREEMENT, dated as of December 18, 2013, among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Credit Suisse AG, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • March 15th, 2022 • BrightView Holdings, Inc. • Agricultural services
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of March, 2022, by and between MSD Valley Investments, LLC (“Seller”) and BrightView Holdings, Inc., a Delaware corporation (the “Purchaser”).
SECOND LIEN PLEDGE AGREEMENTSecond Lien Pledge Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
SECOND LIEN PLEDGE AGREEMENT, dated as of December 18, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”), among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 29 hereof (each such Subsidiary being a “Subsidiary Pledgor” and, collectively, the “Subsidiary Pledgors”; the Subsidiary Pledgors, Holdings, MergerSub and the Company are referred to collectively as the “Pledgors”), and Credit Suisse AG, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
BRICKMAN ACQUISITION HOLDINGS, INC. NEW YORK, NY 10019BrightView Holdings, Inc. • June 11th, 2018 • Agricultural services • New York
This letter serves to confirm that Brickman Acquisition Holdings, Inc. (f/k/a Garden Acquisition Holdings, Inc.) (the “Company”) has engaged Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and MSD Capital, L.P. (“MSD”) (together, the “Managers”) to provide, and the Managers hereby agree to provide, management, consulting and financial services to the Company and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (collectively, the “Company Group”), as follows:
FIRST LIEN GUARANTEEFirst Lien • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS FIRST LIEN GUARANTEE dated as of December 18, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.
TRANSITION SERVICES AND SEPARATION AGREEMENTTransition Services and Separation Agreement • March 1st, 2024 • BrightView Holdings, Inc. • Agricultural services • Pennsylvania
This Transition Services and Separation Agreement (this “Agreement”), is made and entered into effective as of February 27, 2024 (the “Effective Date”), is made by and among BrightView Landscapes, LLC (the “Company”), Jamie C. Gollotto (“Employee”), and, solely for purposes of Section 4(b)(i)C) and Section 9, BrightView Holdings, Inc. (“Parent”).
CONSULTING AND SEPARATION AGREEMENTConsulting and Separation Agreement • May 4th, 2023 • BrightView Holdings, Inc. • Agricultural services • Pennsylvania
This Consulting and Separation Agreement (this “Agreement”), dated as of May 3, 2023 (the “Execution Date”), is made by and among BrightView Landscapes, LLC (the “Company”), Andrew V. Masterman (“Executive”), and, solely for purposes of Sections 1(C) and (G), BrightView Holdings, Inc. (“Parent”).
FOURTH AMENDMENT TO THE PURCHASE AND SALE AGREEMENTThe Purchase and Sale Agreement • February 4th, 2021 • BrightView Holdings, Inc. • Agricultural services • New York
This FOURTH AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of November 23, 2020, is entered into by and among the following parties:
BRIGHTVIEW HOLDINGS, INC. RESTRICTED STOCK GRANT AND ACKNOWLEDGMENT (Replacement Award for BrightView Parent L.P. Units)Restricted Stock Grant and Acknowledgement • June 11th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS RESTRICTED STOCK GRANT AND ACKNOWLEDGEMENT (the “Agreement”), is made effective as of the date set forth on the Company signature page (the “Signature Page”) attached hereto (the “Date of Grant”), by and among BrightView Holdings, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the participant identified on the Signature Page attached hereto (“Participant”) and BrightView Parent L.P. (f/k/a Brickman Parent L.P.), a Delaware limited partnership (“Parent”).
SECOND LIEN GUARANTEESecond Lien • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS SECOND LIEN GUARANTEE dated as of December 18, 2013 (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guarantee”), by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent for the benefit of the Secured Parties.
FIRST LIEN CREDIT AGREEMENT dated as of December 18, 2013 among GARDEN ACQUISITION HOLDINGS, INC., as Holdings, GARDEN MERGER SUB, LLC, as the Initial Borrower, The Several Lenders from Time to Time Parties Hereto, MORGAN STANLEY SENIOR FUNDING, INC.,...Lien Credit Agreement • April 2nd, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of November 10, 2013 (the “Acquisition Agreement”), by and among Holdings, MergerSub, BG Holding LLC and Leonard Green & Partners, L.P. (solely in its capacity as the initial Holder Representative (as defined in therein)), Holdings will acquire the Company through an acquisition transaction pursuant to the Acquisition Agreement whereby MergerSub will merge (the “Merger”) with and into BG Holding LLC, with BG Holding LLC surviving the Merger as wholly-owned Subsidiary of Holdings;
AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
AMENDMENT, dated as of June 30, 2014 (this “Amendment”), to that certain First Lien Credit Agreement, dated as of December 18, 2013 (as amended, restated, supplemented or otherwise modified on or prior to the date hereof prior to giving effect to this Amendment, the “Existing Credit Agreement”; and as amended hereby, the “Credit Agreement”) among Garden Acquisition Holdings, Inc. (“Holdings”), The Brickman Group Ltd. LLC (the “Borrower”), the lending institutions from time to time parties thereto (the “Lenders”) and Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent.
INVESTMENT AGREEMENT by and among BrightView Holdings, Inc., Birch Equity Holdings, LP and Birch-OR Equity Holdings, LLC Dated as of August 28, 2023Investment Agreement • August 28th, 2023 • BrightView Holdings, Inc. • Agricultural services • Delaware
INVESTMENT AGREEMENT, dated as of August 28, 2023 (this “Agreement”), by and among BrightView Holdings, Inc., a Delaware corporation (the “Company”), Birch Equity Holdings, LP, a Delaware limited partnership (“Birch Holdings”), and Birch-OR Equity Holdings, LLC, a Delaware limited liability company (“Birch-OR Holdings”, and each of Birch Holdings and Birch-OR Holdings, an “Investor”, together the “Investors”).
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BRICKMAN PARENT L.P.Addendum Agreement • June 11th, 2018 • BrightView Holdings, Inc. • Agricultural services • Delaware
This SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of BRICKMAN PARENT L.P. (together with its successors and assigns, the “Partnership”), dated as of June 30, 2014 (as amended or restated from time to time, the “Agreement”), is being entered into by and among BRICKMAN GP, LLC, a Delaware limited liability company, as General Partner (together with any other general partner substituted therefor in accordance with the provisions of this Agreement, the “General Partner”) and the Limited Partners listed on Schedule I attached hereto and such other Persons as shall hereinafter become Limited Partners as hereinafter provided.
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services
This Amendment No. 3 to First Lien Credit Agreement (this “Amendment No. 3”) is dated as of March 1, 2018, by and among BrightView Acquisition Holdings, Inc., a Delaware corporation (“Holdings”, a successor to Garden Acquisition Holdings, Inc.), BrightView Landscapes, LLC, a Delaware limited liability company (the “Borrower”, a successor to Garden Merger Sub, LLC) and Morgan Stanley Senior Funding, Inc., as administrative agent for the Lenders (the “Administrative Agent”) under the First Lien Credit Agreement, dated as of December 18, 2013 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”) among inter alios Holdings, the Borrower, the Administrative Agent and the Lenders party thereto.
JOINDER AGREEMENT AND WAIVERJoinder Agreement and Waiver • May 4th, 2023 • BrightView Holdings, Inc. • Agricultural services • New York
THIS JOINDER AGREEMENT AND WAIVER, dated as of May 2, 2023 (this “Agreement”) is entered into by and between Baytree, Inc., a corporation organized under the laws of Delaware (the “Additional Originator”), with its principal place of business located at 980 Jolly Road, Blue Bell, PA 19422 and PNC Bank, National Association (the “Administrative Agent”).
FIRST LIEN SECURITY AGREEMENTFirst Lien Security Agreement • May 30th, 2018 • BrightView Holdings, Inc. • Agricultural services • New York
THIS FIRST LIEN SECURITY AGREEMENT, dated as of December 18, 2013, among Garden Acquisition Holdings, Inc., a Delaware corporation (“Holdings”), Garden Merger Sub, LLC, a Delaware limited liability company (“MergerSub”), The Brickman Group Ltd. LLC, a Delaware limited liability company (the “Company”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings, MergerSub and the Company are referred to collectively as the “Grantors”), and Morgan Stanley Senior Funding, Inc., as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
