Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall reimburse Landlord thirty (30) days following demand for all taxes or assessments required to be paid by Landlord (except to the extent included in Tax Expenses by Landlord), excluding state, local and federal personal or corporate income taxes measured by the net income of Landlord from all sources and estate and inheritance taxes, whether or not now customary or within the contemplation of the parties hereto, when:

Taxes and Other Charges for Which Tenant Is Directly Responsible. Tenant shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the Premises or elsewhere. Tenant shall use commercially reasonable efforts to cause said trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Landlord. If any such taxes are levied against Landlord or Landlord’s property or if the assessed value of Landlord’s property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall repay to Landlord, within twenty (20) days after written demand (together with reasonable back- up evidencing the same), the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be.

Notwithstanding any other provisions of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Organizational Status. Borrower’s exact legal name is [[Borrower:Organization]] Murray Street Acquisition LLC. Borrower is a single member limited liability company and the jurisdiction in which Borrower is organized is Delaware. Borrower’s Tax I.D. number is [[EIN]] and Borrower’s Delaware Organizational I.D. number is 5647853.

Severance Period. “Severance Period” means the period in which the Plan’s cash severance benefit is payable. For a Tier I Participant the Severance Period is 24 months if the cash severance benefit is payable under [Section 5.02(a)(i)] and is 24 months if the cash severance benefit is payable under [Section 5.02(a)(ii)]. For a Tier II Participant the Severance Period is 18 months if the cash severance benefit is payable under [Section 5.02(b)(i)] and is 24 months if the cash severance benefit is payable under [Section 5.02(b)(ii)]. For a Tier III Participant the Severance Period is 12 months if the cash severance benefit is payable under [Section 5.02(c)(i)] and is 12 months if the cash severance benefit is payable under [Section 5.02(c)(ii)].

the Obligor of which # is not a Sanctioned Person, # is not an Affiliate of any Ortho Party, # is domiciled in the United States of America or an Approved Foreign Jurisdiction, # is not domiciled in Quebec, Canada, # is not a Governmental Authority, # is not a natural person and # is not a supplier to any Originator or an Affiliate of any Originator;

that is, or is to be incorporated into, an Item that is a Capital Good, unless the transaction is in accordance with Section 2.14.

(A) any Guarantor is merging with any other Guarantor; # any Guarantor is merging with the Borrower, and the Borrower is the continuing Person; # any Guarantor is merging with a Person that is not a Subsidiary of the Borrower and # if the Guarantor is not the continuing Person, such transaction is in compliance with the provisions of [Section 6.13(b)] or the successor Person becomes a Guarantor hereunder or # if the Guarantor is the continuing Person, such transaction is a Permitted Acquisition or otherwise permitted under Section 6.14; or # a Non-Guarantor Subsidiary is merging with the Borrower or any Guarantor, and the Borrower or a Guarantor, as applicable, is the continuing Person; and

the Final Net Debt amount is $295,911,015 and is calculated as follows: # the amount of the Closing Indebtedness is: $326,317,419; # the amount of the Closing Cash is: $35,401,629; and # the amount of the Additional Long Term Liabilities is: $4,995,225;

Inventory that is leased by or is on consignment to a Borrower or which is consigned by a Borrower to a Person which is not a Loan Party;