Specific Covenants. Either Borrower or any Loan Party # fails to perform or observe any term, covenant or agreement contained in Sections 6.01 and 6.02, and such failure continues for 5 days after the earlier to occur of # receipt of written notice thereof from Administrative Agent or Required Lenders to the Partnership, or # a Responsible Officer otherwise has actual knowledge of any such failure; or # fails to perform or observe any term, covenant or agreement contained in any of [Sections 6.03(a), 6.05]5] (only with respect to the legal existence of the Loan Parties), 6.11, 6.12, 6.18 or Article VII; or 885707.04-LACSR02A - MSW

Borrowers shall notify Administrative Agent promptly of: # any material delay in any Borrower’s or performance of any of its material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, # all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an Account, # any event or circumstance which, to the best of any Borrower’s or Guarantor’s knowledge, would cause Administrative Agent to consider any then existing material Accounts as no longer constituting Eligible Accounts, # any notice of a material default by any Borrower under any of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, # any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements,

Inventory Covenants. With respect to the Inventory: # each Borrower and Guarantor shall at all times maintain correct and accurate inventory records in a manner consistent with its current practices as of the Effective Date (except to the extent of changes in such practices as a result of the establishment of a reliable, consistent and accurate perpetual inventory system at the Retail Division for pharmacy and non-perishables), # Borrowers and Guarantors shall, or a third party inventory counting service on behalf of Borrowers and Guarantors shall, conduct a physical count of the Inventory at least twice each fiscal year as to non-perishable Inventory of the Retail Division (or on and after the establishment of a retail perpetual inventory system for pharmacy or non-perishables at the Retail Division that is satisfactory to Borrowers and Administrative Agent, one (1) time each year with respect to pharmacy and/or non-perishables, as applicable, whether through periodic cycle counts or otherwise) and once each fiscal four (4) week period of Borrowers and Guarantors (determined in accordance with the current accounting practices of Borrowers and Guarantors as of the Effective Date) as to the perishable Inventory of the Retail Division, and at least once each year, whether through periodic cycle counts or otherwise, as to the Inventory of the Distribution Division, but in each case at any time or times as Administrative Agent may request on or after an Event of Default, and promptly following any such physical inventory shall supply Administrative Agent with a report in the form and with such specificity as may be reasonably satisfactory to Administrative Agent concerning such physical count; # Borrowers and Guarantors shall not remove any Inventory from the locations set forth or permitted herein, without the prior written consent of Administrative Agent, except for sales, returns or transfers of Inventory in the ordinary course of its business that are reported to Administrative Agent in accordance with the terms hereof and except to move Inventory directly from one location set forth or permitted herein to another such location and except for Inventory shipped from the manufacturer thereof to such Borrower or Guarantor which is in transit to the locations set forth or permitted herein; # Borrowers shall, at their expense, # not less than one (1) time in any twelve (12) month period, if Excess Availability at all times during such twelve (12) month period is greater than an amount equal to twenty (20%) percent of the Total Borrowing Base, # not less than two (2) times in any twelve (12) month period, if Excess Availability at any time during such twelve (12) month period is less than or equal to an amount equal to twenty (20%) percent of the Total Borrowing Base and # at any time or times as Administrative Agent may request on or after an Event of Default or at Administrative Agent’s own expense, in each case, deliver or cause to be delivered to Administrative Agent written appraisals as to the Inventory in form, scope and methodology reasonably acceptable to Administrative Agent and by an appraiser acceptable to Administrative Agent, addressed to Administrative Agent and Lenders and upon which Administrative Agent and Lenders are expressly permitted to rely, provided, that, unless an Event of Default exists or if Excess Availability at such time is less than thirty-five (35%) percent of the Total Borrowing Base, Administrative Agent, at its sole discretion after the request by Borrowers, may agree to defer for a period of six months (but not more than two times during the term of this Agreement and not for consecutive six month periods) the delivery of any such appraisal required hereunder; # Borrowers and Guarantors shall produce, use, store and maintain the Inventory with all reasonable care and caution and in accordance with applicable standards of any insurance and in conformity with applicable laws in all material respects (including the requirements of the Federal Fair Labor Standards Act of 1938, as amended and all rules, regulations and orders related thereto); # as between Administrative Agent and Lenders, on the one hand, and Borrowers and Guarantors, on the other hand, each

Each Borrower covenants and agrees that, until the termination of all of the Commitments and payment in full of the Obligations:

Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of # [Section 7.01 or 7.03(a)], if such failure continues for three Business Days or # Section 7.05, 7.11, 7.17, or Article VIII; provided that, any Event of Default under [Section 8.10] shall not constitute an Event of Default with respect to any Term Loan Facility until the earlier of # the date that is 30 days after the date such Event of Default arises with respect to the Revolving Credit Facility and # the date on which the Administrative Agent or the Revolving Credit ​ exercise any remedies with respect to the Revolving Credit Facility in accordance with Section 9.02; provided, further, that any Event of Default under [Section 8.10] may be waived, amended or otherwise modified from time to time pursuant to [clause (i) of Section 11.01]; or

Specific Covenants. The Borrower or any Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in any of # [Section 6.03(a), 6.05(a)])] (solely with respect to the Borrower), 6.08(a), 6.16(b) or [Article VII]; provided that # an Event of Default as a result of a breach of [Section 7.10(a)] is subject to cure pursuant to [Section 8.05(a) and (b), (ii)])])] an Event of Default as a result of a breach of [Section 7.10(c)] for failure to comply with [clause (y)] of the definition of Financing Source Diversification Requirements is subject to cure pursuant to [Section 8.05(c), (iii)])] an Event of Default as a result of a breach of [Section 7.10(c)] for failure to comply with clauses (A), (B), or (C) in the proviso to the definition of Financing Source Diversification Requirements is subject to cure pursuant to [Section 8.05(c)]; and # an Event of Default as a result of a breach of [Section 7.10(b)] is subject to cure pursuant to [Section 8.05(d) or (y)])] [Section 6.19] and such failure continues for five (5) Business Days; or

Restrictive Covenants. Each of the covenants contained in Paragraphs 2(a)-(c) of this Annex A are collectively referred to as the “Restrictive Covenants.”

Protective Covenants. In consideration of the Option granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”):

Restrictive Covenants. In consideration of the terms of this Award and your access to Confidential Information, you agree to the restrictive covenants and associated remedies as set forth below, which exist independently of and in addition to any obligation to which you are subject under the terms of the Wells Fargo Agreement Regarding Trade Secrets, Confidential Information, Non-Solicitation, and Assignment of Inventions (the “TSA”):

Specific Covenants. The ​, any Subsidiary Guarantor or, in the case of [Section 7.11], Holdings, fails to perform or observe any term, covenant or agreement contained in,