EX-10.2


 Exhibit 10.2 

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT 

This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 1, 2018 (this “Amendment
No. 3”), is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent (in such capacity, together with its successors and assigns, “Administrative
Agent”) pursuant to the Credit Agreement (as defined below) for the Lenders (as defined below), the parties to the Credit Agreement as lenders (individually, each a “Lender” and collectively, “Lenders”)
party hereto (who constitute Required Lenders), DESTINATION MATERNITY CORPORATION, a Delaware corporation (“Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave” and, together with Lead Borrower, each
a “Borrower” and collectively, “Borrowers”), MOTHERS WORK CANADA, INC., a Delaware corporation (“Mothers Work”), DM URBAN RENEWAL, LLC, a New Jersey limited liability company (“DM
Urban” and, together with Mothers Work, each a “Guarantor” and collectively, “Guarantors”). 

W I T N E S S E T H : 

WHEREAS, Administrative Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders have made
and may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Amended and Restated Credit Agreement, dated March 25, 2016, by and among Administrative Agent, Borrowers, the Lenders parties thereto
and the Guarantors (as the same now exists and is amended and supplemented pursuant hereto and may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Credit Agreement”) and the other
Loan Documents; 
 WHEREAS, Lead Borrower has requested that Administrative Agent and Lender modify certain provisions of the Credit
Agreement and Administrative Agent and Required Lenders are willing to agree to such modifications on the terms and subject to the conditions set forth herein; 

WHEREAS, by this Amendment No. 3, Administrative Agent, Required Lenders, and Borrowers desire and intend to make certain amendments to
the Credit Agreement, including without limitation, extending the stated Maturity Date of the credit facility evidenced by the Credit Agreement; 

NOW THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Definitions.
For purposes of this Amendment No. 3, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit
Agreement. 
 2. Amendments. Effective as of the Effective Date, the Credit Agreement is hereby amended in its entirety to delete the
stricken text (indicated textually in the same manner as the following example: stricken text) and to add the bold and double-underlined text (indicated textually in the same manner as the following example:
double underlined text) as set forth in Exhibit A hereto. All schedules and exhibits to the Credit Agreement, as in effect immediately prior to the date of this Amendment No. 3,
shall constitute schedules and exhibits to the Credit Agreement, except that: (a) each of the Schedules to the Credit Agreement is hereby each replaced in its entirety with the corresponding Schedule to Exhibit A hereto, and (b) each of
the Exhibits to the Credit Agreement is hereby each replaced in its entirety with the corresponding Exhibit to Exhibit A hereto. By executing this Amendment No. 3, Borrower, Subsidiary Guarantors and Lenders hereby each consents and agrees to
the other amendments and modifications to the Credit Agreement contained in this Amendment No. 3 






 3. Representations and Warranties. Borrowers each represent and warrant with and to the
Administrative Agent and each Lender on the Consent Effective Date as follows: 
 (a) no Default or Event of Default exists or has occurred
and is continuing as of the date of this Amendment No. 3; 
 (b) this Amendment No. 3 and the Term Loan Intercreditor Agreement
have been duly authorized, executed and delivered by all necessary action on the part of Borrowers and the other Loan Parties and, if necessary, its equity holders and is in full force and effect as of the date hereof, as the case may be, and the
agreements and obligations of Borrowers and the other Loan Parties contained herein and therein constitute legal, valid and binding obligations of Borrowers and the other Loan Parties, enforceable against Borrowers and the other Loan Parties in
accordance with their terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that
availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought; 

(c) the execution, delivery and performance of this Amendment No. 3 and the Term Loan Intercreditor Agreement (i) are within each
Borrower’s and Guarantor’s corporate or limited liability company powers and (ii) are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate or articles of incorporation or formation, operating
agreement, by laws, or other organizational documentation, or any indenture, agreement or undertaking (including, without limitation, the Term Loan Documents) to which any Borrower or other Loan Party is a party or by which any Borrower or other
Loan Party or its property are bound; and 
 (d) all of the representations and warranties set forth in the Credit Agreement and the other
Loan Documents, each as amended hereby, are true and correct in all material respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case
such representation or warranty shall have been true and correct as of such date. 
 4. Amendment No. 3 Effective Date. This
Amendment No. 3 shall become effective as of the date on which each of the following conditions has been satisfied, as determined by Administrative Agent in its sole discretion: 

(a) this Amendment No. 3 shall have been duly executed by each party hereto; 

(b) the Administrative Agent shall have received a copy of Term Loan Credit Agreement, dated of even date herewith, duly executed by Pathlight
Capital LLC, as the Term Loan Agent, the requisite lenders parties thereto, Borrowers and Guarantors; and the other Term Loan Documents, each in form and substance satisfactory to the Agent; 

(c) the Administrative Agent shall have received evidence that (i) the “Existing Liabilities” (as such quoted term is defined in
the Term Loan Credit Agreement (as such term is defined in Exhibit A hereto)) have been repaid in full with the proceeds of the Term Loans (as such term is defined in Exhibit A hereto) under the Term Loan Credit Agreement and the “Existing Term
Loan Credit Agreement” and that the documents related thereto shall have been terminated, and (ii) all liens (including “Existing Liens” as such quoted term is defined in the Term Loan Credit Agreement) have been terminated; 


  
 2 







 (d) the Administrative Agent shall have received a copy of the Term Loan Intercreditor Agreement,
in form and substance satisfactory to the Administrative Agent, duly executed by Administrative Agent, Term Loan Agent, Borrowers and Guarantors; 

(e) the receipt by Administrative Agent of (i) the Fee Letter referred to in Exhibit A to Amendment No. 3, executed and delivered by
Borrowers and Agent, in form and substance satisfactory to the Agent, and (ii) the fees referred to in the Fee Letter which are due and payable on the date hereof; and 

(f) the receipt by Administrative Agent of such certificates of resolutions or other action, incumbency certificates and/or other certificates
of responsible officers of each Loan Party as the Administrative Agent may reasonably require evidencing (i) the authority of each Loan Party to enter into this Amendment No. 3 and the other Loan Documents to which such Loan Party is a
party or is to become a party and (ii) the identity, authority and capacity of each responsible officer thereof authorized to act as a responsible officer in connection with this Amendment No. 3 and the other Loan Documents to which such
Loan Party is a party or is to become a party. 
 5. Effect of this Amendment No. 3. Except as expressly set forth herein, no
other consents, amendments, changes or modifications to the Loan Documents are intended or implied hereby, and in all other respects the Loan Documents are hereby specifically ratified, restated and confirmed by all parties hereto as of the
effective date hereof and Borrowers and the other Loan Parties shall not be entitled to any other or further consent by virtue of the provisions of this Amendment No. 3 or with respect to the subject matter of this Amendment No. 3. To the
extent of conflict between the terms of this Amendment No. 3 and the other Loan Documents, the terms of this Amendment No. 3 shall control. The Credit Agreement and this Amendment No. 3 shall be read and construed as one agreement.

 6. Governing Law. The validity, interpretation and enforcement of this Amendment No. 2 and any dispute arising out of the
relationship between the parties hereto whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the
application of the law of any jurisdiction other than the laws of the State of New York. 
 7. Binding Effect. This Amendment
No. 3 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 
 8.
Further Assurances. Borrowers and other Loan Parties shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Administrative Agent to effectuate the provisions and purposes of this
Amendment No. 3. 
 9. Entire Agreement. This Amendment No. 3 and the other Loan Documents represent the entire agreement
and understanding concerning the subject matter hereof and thereof among the parties hereto, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and
contracts concerning the subject matter hereof and thereof, whether oral or written. 
 10. Headings. The headings listed herein are
for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 3. 

  
 3 







 11. Waiver, Release and Disclaimer. To induce the Lenders and the Administrative Agent to
enter into this Amendment No. 3, the Borrowers and each other Loan Party hereby waive and release any claim, defense, demand, action or suit of any kind or nature whatsoever against the Lenders or the Administrative Agent arising on or prior to
the date of this Amendment No. 3 in connection with the Credit Agreement or any of the other Loan Documents, or any of the transactions contemplated thereunder, except that this Section 11 shall not waive or release any of the
Lenders’ or the Agent’s contractual obligations under the Credit Agreement or any of the other Loan Documents. 
 12.
Counterparts. This Amendment No. 3 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of
this Amendment No. 3 by telefacsimile or other electronic method of transmission shall have the same force and effect as delivery of an original executed counterpart of this Amendment No. 3. Any party delivering an executed counterpart of
this Amendment No. 3 by telefacsimile or other electronic method of transmission shall also deliver an original executed counterpart of this Amendment No. 3, but the failure to do so shall not affect the validity, enforceability, and
binding effect of this Amendment No. 3. 
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

  
 4 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed
and delivered by their authorized officers as of the day and year first above written. 
  

									
	AGENT AND LENDERS:	 	                    	 	BORROWERS:
			
	WELLS FARGO BANK, NATIONAL	 		 	DESTINATION MATERNITY CORPORATION
	 ASSOCIATION,
  

as Administrative Agent, Issuing Bank,
	 		 	  
 By:
	 	  
 /s/ David Stern

	as a Lender and Swing Line Lender	 		 	Name:	 	David Stern
		 		 	Title:	 	Executive Vice President and Chief
	By:	 	 /s/ Michele L. Riccobono
	 		 		 	Financial Officer
	Name: Michele L. Riccobono	 		 		 	
	Its Authorized Signatory	 		 		 	
				
		 		 		 	CAVE SPRINGS, INC.
					
		 		 		 	By:	 	 /s/ Ronald J. Masciantonio

		 		 		 	Name:	 	Ronald J. Masciantonio
		 		 		 	Title:	 	Assistant Secretary
				
		 		 		 	GUARANTORS:
				
		 		 		 	MOTHERS WORK CANADA, INC.
					
		 		 		 	By:	 	 /s/ Ronald J. Masciantonio

		 		 		 	Name:	 	Ronald J. Masciantonio
		 		 		 	Title:	 	Chief Executive Officer, Executive Vice
		 		 		 		 	President & Chief Administrative Officer
				
		 		 		 	DM URBAN RENEWAL, LLC
					
		 		 		 	By:	 	 /s/ Ronald J. Masciantonio

		 		 		 	Name:	 	Ronald J. Masciantonio
		 		 		 	Title:	 	Executive Vice President & Chief
		 		 		 		 	Administrative Officer

 [Signature Page to Amendment No. 3 (Destination Maternity)] 






 EXECUTIONEXHIBIT A

  
  

AMENDED AND RESTATED CREDIT AGREEMENT 

DATED AS OF MARCH 25, 2016 AS AMENDED THROUGH AMENDMENT
NO. 23 
 TO
AMENDED AND RESTATED CREDIT AGREEMENT DATED APRIL 7, 

2017FEBRUARY 1, 2018 

AMONG 
 DESTINATION MATERNITY
CORPORATION, 
 AS THE LEAD BORROWER 

FOR 
 THE BORROWERS NAMED HEREIN

 THE GUARANTORS NAMED HEREIN 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

AS ADMINISTRATIVE AGENT, L/C ISSUER, SWING LINE LENDER, 

AND 
 THE OTHER LENDERS PARTY
HERETO 
 WELLS FARGO BANK, NATIONAL ASSOCIATION 

AS 
 SOLE LEAD ARRANGER AND SOLE
BOOKRUNNER 
 AS AMENDED THROUGH AMENDMENT NO. 3 






 Table of Contents 
  

							
	 	 	 	  	Page	 
	 ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	  	 	1	 
	 1.01.
	 	Defined Terms	  	 	1	 
	 1.02.
	 	Other Interpretive Provisions	  	 	6578	 
	 1.03.
	 	Accounting Terms	  	 	6779	 
	 1.04.
	 	Rounding	  	 	6780	 
	 1.05.
	 	Times of Day	  	 	6880	 
	 1.06.
	 	Letter of Credit Amounts	  	 	6880	 
	 1.07.
	 	Currency Equivalents Generally	  	 	6880	 
	 1.08.
	 	Determination of Compliance with Certain Covenants	  	 	6881	 
		
	 ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS
	  	 	6881	 
	 2.01.
	 	Committed Loans; Reserves	  	 	6881	 
	 2.02.
	 	Borrowings, Conversions and Continuations of Committed Loans	  	 	7083	 
	 2.03.
	 	Letters of Credit	  	 	7285	 
	 2.04.
	 	Swing Line Loans	  	 	7893	 
	 2.05.
	 	Prepayments	  	 	8196	 
	 2.06.
	 	Termination or Reduction of Commitments	  	 	8297	 
	 2.07.
	 	Repayment of Loans	  	 	8398	 
	 2.08.
	 	Interest	  	 	8398	 
	 2.09.
	 	Fees	  	 	8499	 
	 2.10.
	 	Computation of Interest and Fees	  	 	8499	 
	 2.11.
	 	Evidence of Debt	  	 	8499	 
	 2.12.
	 	Payments Generally; Administrative Agent’s Clawback	  	 	85100	 
	 2.13.
	 	Sharing of Payments by Lenders	  	 	87103	 
	 2.14.
	 	Settlement Amongst Lenders	  	 	88104	 
	 2.15.
	 	Increase in Commitments	  	 	88104	 
		
	 ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY; APPOINTMENT OF LEAD
BORROWER
	  	 	90106	 
	 3.01.
	 	Taxes	  	 	90106	 
	 3.02.
	 	Illegality	  	 	92108	 
	 3.03.
	 	Inability to Determine Rates	  	 	92109	 
	 3.04.
	 	Increased Costs; Reserves on LIBO Rate Loans	  	 	92109	 
	 3.05.
	 	Compensation for Losses	  	 	94111	 
	 3.06.
	 	Mitigation Obligations; Replacement of Lenders	  	 	94111	 
	 3.07.
	 	Survival	  	 	95112	 
	 3.08.
	 	Designation of Lead Borrower as Borrowers’ Agent	  	 	95112	 
		
	 ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
	  	 	9112	 
	 4.01.
	 	Conditions of Initial Credit Extension	  	 	95112	 
	 4.02.
	 	Conditions to all Credit Extensions	  	 	98115	 


  
 i 








							
	 ARTICLE V REPRESENTATIONS AND WARRANTIES
	  	 	98116	 
	 5.01.
	 	Existence, Qualification and Power	  	 	99116	 
	 5.02.
	 	Authorization; No Contravention	  	 	99116	 
	 5.03.
	 	Governmental Authorization; Other Consents	  	 	99117	 
	 5.04.
	 	Binding Effect	  	 	99117	 
	 5.05.
	 	Financial Statements; No Material Adverse Effect	  	 	100117	 
	 5.06.
	 	Litigation	  	 	100118	 
	 5.07.
	 	No Default or Event of Default	  	 	101118	 
	 5.08.
	 	Ownership of Property; Liens	  	 	101119	 
	 5.09.
	 	Environmental Compliance	  	 	102119	 
	 5.10.
	 	Insurance	  	 	102120	 
	 5.11.
	 	Taxes	  	 	103121	 
	 5.12.
	 	ERISA and Canadian Pension Compliance	  	 	103121	 
	 5.13.
	 	Subsidiaries; Equity Interests	  	 	104122	 
	 5.14.
	 	Margin Regulations; Investment Company Act	  	 	104122	 
	 5.15.
	 	Disclosure	  	 	104123	 
	 5.16.
	 	Compliance with Laws	  	 	105123	 
	 5.17.
	 	Intellectual Property; Licenses, Etc.	  	 	106124	 
	 5.18.
	 	Labor Matters	  	 	106125	 
	 5.19.
	 	Security Documents	  	 	107125	 
	 5.20.
	 	Solvency	  	 	107126	 
	 5.21.
	 	Deposit Accounts; Credit Card Arrangements	  	 	107126	 
	 5.22.
	 	Brokers	  	 	107126	 
	 5.23.
	 	Customer and Trade Relations	  	 	108126	 
	 5.24.
	 	Material Contracts	  	 	108126	 
	 5.25.
	 	Payables Practices	  	 	108126	 
	 5.26.
	 	Credit Card Receivables	  	 	108127	 
		
	 ARTICLE VI AFFIRMATIVE COVENANTS
	  	 	108127	 
	 6.01.
	 	Financial Statements	  	 	108127	 
	 6.02.
	 	Certificates; Other Information	  	 	109128	 
	 6.03.
	 	Notices	  	 	112131	 
	 6.04.
	 	Payment of Obligations	  	 	112132	 
	 6.05.
	 	Preservation of Existence, Etc.	  	 	113132	 
	 6.06.
	 	Maintenance of Properties	  	 	113133	 
	 6.07.
	 	Maintenance of Insurance	  	 	113133	 
	 6.08.
	 	Compliance with Laws	  	 	114134	 
	 6.09.
	 	Books and Records; Accountants	  	 	114134	 
	 6.10.
	 	Inspection Rights; Field Examinations; Appraisals	  	 	114134	 
	 6.11.
	 	Use of Proceeds	  	 	115135	 
	 6.12.
	 	Additional Loan Parties	  	 	116136	 
	 6.13.
	 	Cash Management	  	 	116136	 
	 6.14.
	 	Information Regarding the Collateral	  	 	117137	 
	 6.15.
	 	Physical Inventories	  	 	118138	 
	 6.16.
	 	Environmental Laws	  	 	118139	 
	 6.17.
	 	Further Assurances	  	 	119139	 
	 6.18.
	 	Lender Meetings	  	 	120140	 


  
 ii 








							
	 6.19.
	 	Reserved	  	 	120140	 
	 6.20.
	 	Designation as Senior Debt	  	 	120141	 
	 6.21.
	 	Post-Closing Matters	  	 	120141	 
	 6.22.
	 	Compliance with Canadian Pension Matters	  	 	120141	 
	 6.23.
	 	Maintenance of Records	  	 	121141	 
	 6.24.
	 	Collection	  	 	121141	 
	 6.25.
	 	Actions Regarding Intellectual Property	  	 	121142	 
		
	 ARTICLE VII NEGATIVE COVENANTS
	  	 	121142	 
	 7.01.
	 	Liens	  	 	121142	 
	 7.02.
	 	Investments; Acquisitions	  	 	122142	 
	 7.03.
	 	Indebtedness; Disqualified Stock	  	 	122142	 
	 7.04.
	 	Fundamental Changes	  	 	122142	 
	 7.05.
	 	Dispositions	  	 	123144	 
	 7.06.
	 	Restricted Payments	  	 	123144	 
	 7.07.
	 	Prepayments of Indebtedness	  	 	124145	 
	 7.08.
	 	Change in Nature of Business	  	 	125145	 
	 7.09.
	 	Transactions with Affiliates	  	 	125146	 
	 7.10.
	 	Burdensome Agreements	  	 	125146	 
	 7.11.
	 	Use of Proceeds	  	 	126147	 
	 7.12.
	 	Amendment of Material Documents	  	 	126147	 
	 7.13.
	 	Fiscal Year	  	 	126148	 
	 7.14.
	 	Deposit Accounts; Credit Card Processors	  	 	127148	 
	 7.15.
	 	Financial Covenant	  	 	127148	 
	 7.16.
	 	[Reserved]	  	 	127148	 
	 7.17.
	 	Canadian Pension Plans	  	 	127148	 
	 7.18.
	 	Modification of Terms, Etc.	  	 	127149	 
		
	 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES
	  	 	128149	 
	 8.01.
	 	Events of Default	  	 	128149	 
	 8.02.
	 	Remedies Upon Event of Default	  	 	131153	 
	 8.03.
	 	Application of Funds	  	 	132154	 
		
	 ARTICLE IX ADMINISTRATIVE AGENT
	  	 	133155	 
	 9.01.
	 	Appointment and Authority	  	 	133155	 
	 9.02.
	 	Rights as a Lender	  	 	134156	 
	 9.03.
	 	Exculpatory Provisions	  	 	134156	 
	 9.04.
	 	Reliance by Administrative Agent	  	 	135157	 
	 9.05.
	 	Delegation of Duties	  	 	135157	 
	 9.06.
	 	Resignation of Administrative Agent	  	 	135157	 
	 9.07.
	 	Non-Reliance on Administrative Agent and Other Lenders	  	 	136158	 
	 9.08.
	 	No Other Duties, Etc.	  	 	136158	 
	 9.09.
	 	Administrative Agent May File Proofs of Claim	  	 	136159	 
	 9.10.
	 	Collateral and Guaranty Matters	  	 	137159	 
	 9.11.
	 	Notice of Transfer	  	 	138160	 
	 9.12.
	 	Reports and Financial Statements	  	 	138160	 
	 9.13.
	 	Agency for Perfection	  	 	138161	 


  
 iii 








							
	 9.14.
	 	Indemnification	  	 	139161	 
	 9.15.
	 	Relation among Lenders	  	 	139161	 
	 9.16.
	 	Defaulting or Deteriorating Lender	  	 	139161	 
	 9.17.
	 	[Reserved]	  	 	140162	 
	 9.18.
	 	Appointment for the Province of Québec	  	 	140163	 
		
	 ARTICLE X MISCELLANEOUS
	  	 	141163	 
	 10.01.
	 	Amendments, Etc.	  	 	141163	 
	 10.02.
	 	Notices; Effectiveness; Electronic Communications	  	 	142165	 
	 10.03.
	 	No Waiver; Cumulative Remedies	  	 	144167	 
	 10.04.
	 	Expenses; Indemnity; Damage Waiver	  	 	144167	 
	 10.05.
	 	Payments Set Aside	  	 	146169	 
	 10.06.
	 	Successors and Assigns	  	 	146170	 
	 10.07.
	 	Treatment of Certain Information; Confidentiality	  	 	149173	 
	 10.08.
	 	Right of Setoff	  	 	150174	 
	 10.09.
	 	Interest Rate Limitation	  	 	151175	 
	 10.10.
	 	Counterparts; Integration; Effectiveness	  	 	151175	 
	 10.11.
	 	Survival	  	 	151175	 
	 10.12.
	 	Severability	  	 	151175	 
	 10.13.
	 	Replacement of Lenders	  	 	152176	 
	 10.14.
	 	Governing Law; Jurisdiction; Etc.	  	 	152176	 
	 10.15.
	 	Waiver of Jury Trial	  	 	153177	 
	 10.16.
	 	No Advisory or Fiduciary Responsibility	  	 	153178	 
	 10.17.
	 	USA PATRIOT Act Notice	  	 	154178	 
	 10.18.
	 	Foreign Asset Control Regulations	  	 	154178	 
	 10.19.
	 	Time of the Essence	  	 	154179	 
	 10.20.
	 	Reserved	  	 	154179	 
	 10.21.
	 	Press Releases	  	 	155179	 
	 10.22.
	 	Additional Waivers	  	 	155179	 
	 10.23.
	 	No Strict Construction	  	 	156181	 
	 10.24.
	 	Attachments	  	 	156181	 
	 10.25.
	 	Québec Interpretation	  	 	156181	 
	 10.26.
	 	English Language Only	  	 	157181	 
	 10.27.
	 	Lender Action	  	 	157181	 
	 10.28.
	 	Intercreditor Agreements	  	 	157182	 
	 10.29.
	 	Keepwell	  	 	157182	 
		
	 ARTICLE XI ACKNOWLEDGMENT AND RESTATEMENT
	  	 	157182	 
	 11.01.
	 	Existing Obligations	  	 	157182	 
	 11.02.
	 	Acknowledgment of Security Interests	  	 	158182	 
	 11.03.
	 	Existing Loan Documents	  	 	158183	 
	 11.04.
	 	Restatement	  	 	158183	 
		
	 SIGNATURES
	  	 	S-1	 


  
 iv 







 SCHEDULES 
  

			
	1.01(a)	  	Customer List and Marketing Service Agreements
		
	1.01(b)	  	Leased Department Agreements
		
	1.01(c)	  	Approved Foreign Jurisdictions
		
	1.01(d)	  	Existing Loan Documents
		
	2.01	  	Commitments and Applicable Percentages
		
	4.01(a)	  	Security Documents
		
	5.01	  	Loan Parties Organizational Information
		
	5.05	  	Material Indebtedness
		
	5.06	  	Litigation
		
	5.08(b)(1)	  	Owned Real Estate
		
	5.08(b)(2)	  	Leased Real Estate
		
	5.09	  	Environmental Matters
		
	5.10	  	Insurance
		
	5.11	  	Tax Sharing Arrangements
		
	5.13	  	Subsidiaries; Other Equity Investments
		
	5.17	  	Intellectual Property Matters
		
	5.18	  	Collective Bargaining Agreements
		
	5.21(a)	  	DDAs
		
	5.21(b)	  	Credit Card Arrangements
		
	5.24	  	Material Contracts
		
	6.02	  	Financial and Collateral Reporting
		
	6.21	  	Post-Closing Matters
		
	7.01	  	Existing Liens


  
 v 








			
		
	7.02	  	Existing Investments
		
	7.03(a)	  	Existing Indebtedness
		
	7.10	  	Burdensome Agreements
		
	10.02	  	Administrative Agent’s Office; Certain Addresses for Notices

 EXHIBITS 
 Form of

  

			
	A	  	Committed Loan Notice
		
	B	  	Swing Line Loan Notice
		
	C-1	  	Note
		
	C-2	  	Swing Line Note
		
	D	  	Compliance Certificate
		
	E	  	Assignment and Assumption
		
	F	  	Customs Broker Agreement
		
	G	  	Borrowing Base Certificate
		
	H	  	DDA Notification
		
	I	  	Credit Card Notification


  
 vi 







 AMENDED AND RESTATED CREDIT AGREEMENT 

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 25, 2016, among DESTINATION
MATERNITY CORPORATION, a Delaware corporation (the “Lead Borrower”), CAVE SPRINGS, INC., a Delaware corporation (“Cave”, and together with Lead Borrower, each a “Borrower” and collectively, the
“Borrowers”), the Guarantors, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent
and Swing Line Lender and L/C Issuer. 
 WHEREAS, Administrative Agent, Lenders and Lead Borrower have entered into financing arrangements
pursuant to which Lenders (or Agent on behalf of Lenders) have made revolving loans to Lead Borrower, as set forth in the Existing Credit Agreement (as hereinafter further defined), and together with the agreements listed on Schedule 1.01(d) and all
other agreements, documents and instruments at any time executed and/or delivered in connection therewith, or related thereto, as from time to time amended, modified, supplemented, extended, renewed, restated or replaced, collectively, the
“Existing Loan Documents”); 
 WHEREAS, Administrative Agent and Lenders have agreed to amend and restate the Existing Credit
Agreement and each Lender (severally and not jointly) has agreed to continue to make Committed Loans to the Borrowers on a pro rata basis according to its Commitment (as defined below) on the terms and conditions set forth herein, the L/C Issuer (as
defined below) has indicated its willingness to issue Letters of Credit (as defined below), and Agent has agreed to continue to act as agent for Lenders, in each case, on the terms and conditions set forth herein and the other Loan Documents; 

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: 

ARTICLE I 
 DEFINITIONS
AND ACCOUNTING TERMS 
 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set
forth below: 
 “Accelerated Borrowing Base Delivery Event” means either (a) the occurrence and continuance of any
Event of Default, or (b) the failure of the Borrowers to maintain Excess Availability of an amount greater than twelve and one-half percent (12.5%) of the Borrowing Base (calculated without giving effect to the Term Loan Reserve). For
purposes of this Agreement, the occurrence of an Accelerated Borrowing Base Delivery Event shall be deemed continuing at the Administrative Agent’s option (c) so long as such Event of Default has not been waived, and/or (d) if the
Accelerated Borrowing Base Delivery Event arises as a result of the Borrowers’ failure to achieve Excess Availability as required hereunder, until Excess Availability has exceeded the amount equal to fifteen percent (15%) of the Borrowing
Base (calculated without giving effect to the Term Loan Reserve) for thirty (30) consecutive calendar days, in which case an Accelerated Borrowing Base Delivery Event shall no longer be deemed to be continuing for purposes of this Agreement.


  
 1 







 “Acceptable Document of Title” means, with respect to any Inventory, a tangible,
negotiable bill of lading or other Document (as defined in the UCC) that (a) is issued by a common carrier which is not an Affiliate of the Approved Foreign Vendor or any Loan Party which is in actual possession of such Inventory, (b) is
issued to the order of any Borrower or, if so requested by the Administrative Agent, to the order of the Administrative Agent, (c) names the Administrative Agent as a notify party and bears a conspicuous notation on its face of the
Administrative Agent’s security interest therein, (d) that is not subject to any Lien other than a perfected first priority security interest in favor of the Administrative Agent and Liens permitted under clauses (a), (b), (p) and
(r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement in form and substance reasonably satisfactory to Administrative Agent, and
(e) is on terms otherwise reasonably acceptable to the Administrative Agent. 
 “ACH” means automated clearing house
transfers. 
 “Accommodation Payment” has the meaning specified in Section 10.22. 

“Account” means “accounts” as defined in the UCC, and also means a right to payment of a monetary
obligation, whether or not earned by performance, (a) for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, (b) for services rendered or to be rendered, (c) for a policy of insurance issued
or to be issued, (d) for a secondary obligation incurred or to be incurred, (e) for energy provided or to be provided, (f) for the use or hire of a vessel under a charter or other contract, (g) arising out of the use of a credit
or charge card or information contained on or for use with the card, or (h) as winnings in a lottery or other game of chance operated or sponsored by a state, governmental unit of a state, or person licensed or authorized to operate the game by
a state or governmental unit of a state. The term “Account” includes health-care-insurance receivables. 
 “Account
Debtor” means an “Account Debtor” as such term is a defined in the UCC, including without limitation, any Credit Card Issuer, any Credit Card Processor and any Department Lessor. 

“Acquisition” means, with respect to any Person (a) an Investment in, or a purchase of a Controlling interest in, the
Equity Interests of any other Person, (b) a purchase or other acquisition of all or substantially all of the assets or properties of, another Person or of any business unit of another Person, (c) any merger or consolidation of such Person
with any other Person or other transaction or series of transactions resulting in the acquisition of all or substantially all of the assets, or a Controlling interest in the Equity Interests, of any Person, or (d) any acquisition of any Store
locations of any Person (other than the leasing or acquisition of any one Store in the ordinary course of business), in each case, in any transaction or group of transactions which are part of a common plan. 

“Additional Maximum PMSI Debt Amount” means on any date of determination, the maximum amount of
Additional PMSI Indebtedness which may be outstanding pursuant to clause (c) of the definition of Permitted Indebtedness, provided, that, (a) at all times prior to the incurrence of Permitted
Term Loan Indebtedness, the Additional Maximum PMSI Debt Amount shall not exceed $10,000,000, and (b) upon and after the incurrence of the Permitted Term Loan  

  
 2 







 
Indebtedness and for so long as any Permitted Term Loan Indebtedness remains outstanding or there is any undrawn or committed amount of Permitted Term Loan Indebtedness, the Additional
Maximum PMSI Debt Amount shall not exceed the amount equal to the lesser of (i) $150,000,000 minus the outstanding principal amount of Permitted Term Loan Indebtedness, or (ii) $10,000,000. The amount of Additional PMSI Indebtedness
outstanding at any time plus the amount of Permitted Term Loan Indebtedness outstanding at anytime shall not exceed $150,000,000, in the aggregate. 

“Additional PMSI Indebtedness” means the Indebtedness permitted to be incurred and outstanding
pursuant to clause (c) of the definition of Permitted Indebtedness in excess of $15,000,000. 
 “Adjusted LIBO
Rate” means: 
 (a) for any Interest Period with respect to any LIBO Borrowing, an interest rate per annum (rounded upwards, if
necessary, to the next 1/100 of one percent) equal to (i) the LIBO Rate for such Interest Period multiplied by (ii) the Statutory Reserve Rate; and 

(b) for any interest rate calculation with respect to any Base Rate Loan, an interest rate per annum (rounded upwards, if necessary, to the
next 1/100 of one percent) equal to (i) the LIBO Rate for an Interest Period commencing on the date of such calculation and ending on the date that is thirty (30) days thereafter multiplied by (ii) the Statutory Reserve Rate. 

The Adjusted LIBO Rate will be adjusted automatically as of the effective date of any change in the Statutory Reserve Rate. 

“Administrative Agent” means Wells Fargo in its capacity as administrative and collateral agent hereunder and under any of
the other Loan Documents, or any replacement or any successor administrative agent permitted hereunder. 
 “Administrative
Agent’s Office” means the Administrative Agent’s address as set forth on Schedule 10.02, and, as appropriate, the Agent Payment Account, or such other address or account as the Administrative Agent may from time to time
notify the Lead Borrower and the Lenders. 
 “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent. 
 “Affiliate” means, with respect to any Person, (i) another Person that
directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agent Payment Account” shall mean account no. 37235547964501150 of Administrative Agent at Wells Fargo, or such other
account of Administrative Agent as Administrative Agent may from time to time designate to Lead Borrower as the Agent Payment Account for purposes of this Agreement and the other Loan Documents. 

“Agent Parties” shall have the meaning specified in Section 10.02(c). 

  
 3 







 “Aggregate Commitments” means the Commitments of all the Lenders. As of the
RestatementAmendment No. 3 Effective Date, the Aggregate Commitments are
$70,000,000.50,000,000. 
 “Aggregate
Tranche A-1 Commitments” has the meaning specified in the Existing Credit Agreement. 

“Agreement” means this Credit Agreement. 

“Allocable Amount” has the meaning specified in Section 10.22(d). 

“Amendment No. 1” means the Consent and Amendment No. 1 to Amended and Restated Credit Agreement, dated
December 20, 2016, by and among the Administrative Agent, Borrowers, Required Lenders, and Guarantors. 
 “Amendment
No. 2” means Amendment No. 2 to Amended and Restated Credit Agreement, dated April 7, 2017, by and among the Administrative Agent, Borrowers, Required Lenders, and Guarantors. 

“Amendment No. 3” means Amendment No. 3 to Amended and
Restated Credit Agreement, dated February 1, 2018, by and among the Administrative Agent, Borrowers, Required Lenders, and Guarantors. 

“Amendment No. 2 Effective Date” means the date that all of
the conditions set forth in Section 4 belowof Amendment No. 2 are satisfied. 

“Amendment No. 3 Effective Date” means the date that all of the
conditions set forth in Section 4 of Amendment No. 3 are satisfied. 
 “Anti-Corruption Laws” means Laws
relating to anti-bribery or anti-corruption (governmental or commercial) which apply to the Loan Parties, their Restricted Subsidiaries, including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of
anything of value (including gifts or entertainment), directly or indirectly, to any foreign Government Official, foreign government employee or commercial entity to obtain a business advantage; including the FCPA, and all national and international
Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions. 

“Anti-Terrorism Laws” means Laws relating to terrorism or money laundering, including Executive Order No. 13224, the
PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act, any Sanctions Laws, and the Laws administered by OFAC. 

“Applicable Lenders” means the Required Lenders, all affected Lenders, or all Lenders, as the context may require. 

“Applicable Margin” means with respect to each: 

(a) LIBO Rate Loan, one and one-half percent (1.50%); and 

(b) Base Rate Loan, one-half of one percent (0.50%). 

  
 4 







 “Applicable Percentage” means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit
Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in
effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable. 
 “Appraised Value” means with respect to Eligible Inventory, the appraised orderly
liquidation value, net of costs and expenses to be incurred in connection with any such liquidation, which value is expressed as a percentage of Cost of Eligible Inventory as set forth in the inventory stock ledger of the Lead Borrower, which value
shall be determined from time to time by the most recent appraisal undertaken by an independent appraiser engaged by the Administrative Agent. 

“Approved Foreign Jurisdiction” means each country or jurisdiction listed on Schedule 1.01(c) and each additional country or
jurisdiction as Administrative Agent may from time to time agree in its Permitted Discretion. 
 “Approved Fund” means any
Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, (c) an entity or an Affiliate of an entity that administers or manages a Lender or (d) the same investment advisor or an advisor under common
control with such Lender, Affiliate or advisor, as applicable. 
 “Approved Foreign Vendor” means a Foreign Vendor which
(a) is located in any country acceptable to the Administrative Agent in its Permitted Discretion, (b) has received timely payment or material performance of all obligations owed to it by the Loan Parties, (c) has not asserted and has
no right to assert any reclamation, repossession, diversion, stoppage in transit, Lien or title retention rights in respect of such Inventory, and (d), if so requested by the Administrative Agent, has entered into and is in material compliance with
the terms of a Foreign Vendor Agreement. 
 “Arranger” means Wells Fargo Bank, National Association, in its capacity as
sole lead arranger and sole book manager. 
 “Assignee Group” means two or more Eligible Assignees that are Affiliates of
one another or two or more Approved Funds managed by the same investment advisor. 
 “Assignment and Assumption” means an
assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit
E or any other form approved by the Administrative Agent. 

  
 5 







 “Attributable Indebtedness” means, on any date, (a) in respect of any
Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized
amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease, agreement or
instrument were accounted for as a capital lease. 
 “Audited Financial Statements” means the audited consolidated balance
sheet of the Lead Borrower and its Subsidiaries for the twelve (12) month (12) period ended September 30, 2014, and the related consolidated statements of
income or operations, Shareholders’ Equity and cash flows for such fiscal year of the Lead Borrower and its Subsidiaries, including the notes thereto. 

“Auto-Extension Letter of Credit” shall have the meaning specified in Section 2.03(b)(iii). 

“Availability Period” means the period from and including the Restatement Effective Date to the earliest of (a) the
Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the L/C Issuer to make
L/C Credit Extensions pursuant to Section 8.02. 
 “Availability Reserves” means, without duplication of any
other Reserves or items to the extent such items are otherwise addressed or excluded through eligibility criteria, such reserves as the Administrative Agent from time to time determines in its Permitted Discretion as being appropriate, to reflect
(a) matters that adversely affect the Collateral, its value or the amount that Administrative Agent might receive from the sale or other disposition thereof or the ability of Administrative Agent to realize thereon, (b) claims and
liabilities that Administrative Agent in its Permitted Discretion determines will need to be satisfied in connection with the realization on the Collateral (c) events, conditions, contingencies or risks which adversely affect any component of
the Borrowing Base, (d) matters that adversely affect the validity or enforceability of the Loan Documents or any material remedies of the Administrative Agent and the Secured Parties thereunder, or (e) that a Default or an Event of
Default then exists. Without limiting the generality of the foregoing, Availability Reserves may include, in the Administrative Agent’s Permitted Discretion, (but are not limited to) reserves based on: (i) rental payments or other amounts
payable to lessors where Administrative Agent has not received a Collateral Access Agreement, provided, that, (A) such reserves as to retail store locations shall not exceed at any time the aggregate of amounts payable for the
next one (1) month for such locations in those States where any right of the lessor may be pari passu or have priority over the Lien of Administrative Agent, including Pennsylvania, Virginia and Washington and (B) no Availability Reserves
shall be established in respect of payments to Department Lessors that would be categorized as rent by the Loan Parties, consistent with their current practices in effect on the Restatement Effective Date, provided, that, the
applicable Leased Department Agreement is in full force and effect and no event of default exists thereunder; (ii) customs duties, and other costs to release Inventory which is being imported into the United States; (iii) salaries, wages
and benefits due to employees of any Borrower, that would reasonably be expected to be incurred in connection with a Liquidation, (iv) outstanding Taxes and other governmental charges, 

  
 6 







 
including, without limitation, ad valorem, real estate, personal property, sales, claims of the PBGC and other Taxes which may have or are reasonably anticipated to have priority over the
interests of the Administrative Agent in the Collateral; (v) [Reserved], (vi) Customer Credit Liabilities, which reserve shall be in an amount equal to thirty-three percent (33%) of the aggregate amount of Customer Credit Liabilities,
(vii) Customer Deposits, which reserve shall be in an amount equal to thirty-three percent (33%) of the aggregate amount of Customer Deposits, (viii) reserves for reasonably anticipated changes in the Appraised Value of Eligible
Inventory between appraisals, (ix) warehousemen’s or bailee’s charges and other Permitted Encumbrances which may have priority over the security interests of the Administrative Agent in the Collateral, (x) amounts due to vendors
on account of consigned goods, (xi) Cash Management Reserves, (xii) Bank Products Reserves, (xiii) Reserved, (xiv) royalties payable in respect of licensed merchandise,
and (xv) for the amount of the Priority Payables then outstanding, (xvi) the Term Loan Reserve, (xvii) the EBITDA Reserve and (xviii) Incremental Equipment Reserve. To the extent that such Availability
Reserve is in respect of amounts that may be payable to third parties the Administrative Agent may, at its option, deduct such Availability Reserve from the amount equal to the Aggregate Commitments, at any time that the Aggregate Commitments are
less than the amount of the Borrowing Base. The amount of any Availability Reserve established by the Administrative Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such Reserve as determined
by the Administrative Agent in their Permitted Discretion. To the extent that an event, condition or matter is directly addressed pursuant to the calculation of the Net Recovery Percentage as to Inventory, the Administrative Agent shall not also
establish an Availability Reserve to address the same event, condition or matter, including any Availability Reserve referred to in clause (iii) above. 

“Bank Products” means any services or facilities provided to any Loan Party by the Administrative Agent or any of its
Affiliates (but excluding Cash Management Services) including, without limitation, on account of (a) Swap Contracts, (b) merchant services constituting a line of credit, (c) leasing facilities, including without limitation, the
transactions evidenced by the Wells Fargo Equipment Financing Documents, (d) Factored Receivables, and (de)
supply chain finance services including, without limitation, trade payable services, and supplier accounts receivable purchases, but excluding any factoring services. 

“Bank Products Reserves” means such reserves as the Administrative Agent from time to time determines in its discretion as
being appropriate to reflect the liabilities and obligations of the Loan Parties with respect to Bank Products then provided or outstanding. 

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate, as in
effect from time to time, plus one-half of one percent (0.50%), (b) the Adjusted LIBO Rate plus one percent (1.00%), or (c) the rate of interest in effect for such day as publicly announced from time to time by Wells Fargo as
its “prime rate.”; provided that the Base Rate shall not be less than zero. The “prime rate” is a rate set by Wells Fargo based upon
various factors including Wells Fargo’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in
such rate announced by Wells Fargo shall take effect at the opening of business on the day specified in the public announcement of such change. 

  
 7 







 “Base Rate Loan” means a Loan that bears interest based on the Base Rate. 

“Blocked Account” means a deposit account of a Loan Party to which funds from one or more DDAs are from time to time
transferred. 
 “Blocked Account Agreement” means with respect to an account established by a Loan Party, an agreement, in
form and substance reasonably satisfactory to the Administrative Agent, establishing control (as defined in the UCC) of such account by the Administrative Agent and Term Loan Agent and whereby the bank maintaining such account agrees, upon the
occurrence and during the continuance of a Cash Dominion Event, to comply only with the instructions originated by the Administrative Agent and/or Term Loan Agent, as applicable, without the further consent of any Loan Party. 

“Blocked Account Bank” means each bank with whom deposit accounts are maintained in which any funds of any of the Loan
Parties from one or more DDAs are concentrated and with whom a Blocked Account Agreement has been, or is required to be, executed in accordance with the terms hereof. 

“Blocked Person” means any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive
Order No. 13224; (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (c) a Person with which any
Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (d) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; or
(e) a Person that is named on the most current OFAC Lists. 
 “Borrower Materials” has the meaning specified in last
paragraph of Section 6.02. 
 “Borrowers” has the meaning specified in the introductory paragraph hereto. 

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require. 

“Borrowing Base” means, at any time of calculation, an amount equal to: 

(a) the lesser of (i) the sum of (A) ninety percent (90%) multiplied by the face amount of Eligible Credit Card Receivables;
plus (B) eighty-five percent (85%) multiplied by the face amount of Eligible Trade Receivables; plus (C) eighty percent (80%) multiplied by the face amount of Eligible Receivables consisting of Customer List and
Marketing Services Receivables; plus (D) eighty percent (80%) multiplied by the face amount of Eligible Receivables consisting of Leased Department Receivables or (ii) the amount equal to thirty percent (30%) of the
Borrowing Base (the “Borrowing Base” calculation for purposes of this clause (ii), shall include the amount obtained in clause (a)(i) without regard to the 30% limitation and the amounts set forth in clauses (b), (c), (d) and
(e) below), and in the case of each of clauses (i) and (ii) net of any Receivables Reserves; plus 

  
 8 







 (b) ninety percent (90%) of the Net Recovery Percentage of Eligible Inventory consisting of
finished goods Inventory and Eligible LC Inventory (other than Eligible In-Transit Inventory) multiplied by the Value of such Inventory, net of applicable Inventory Reserves; 

(c) the lesser of (i) ninety percent (90%) of the Net Recovery Percentage of Eligible Inventory consisting of leased department
finished goods Inventory multiplied by the Value of such Inventory, or (ii) the amount of equal to thirty-five percent
(35%) of the Borrowing Base calculated pursuant to clauses (b), (c) and (d) hereof (but without regard to the 35% limitation), and in the case of each of clauses (i) and (ii) net of any applicable Inventory Reserves;

 (d) the lesser of (i) ninety percent (90%) of the Net Recovery Percentage of Eligible In-Transit Inventory (exclusive of
Eligible LC Inventory) multiplied by the Value of such Inventory, net of applicable Inventory Reserves or (ii) $10,000,000the lesser of (A) $7,500,000 or
(B) fifteen percent (15%) of the Borrowing Base calculated pursuant to clauses (b), (c) and (d) hereof (but without regard to the 35% limitation), and in the case of each of clauses (i) and (ii) net of any applicable
Inventory Reserves; 
 (e) one hundred percent (100%) of Qualified Cash, provided, that, Qualified Cash included in
the Borrowing Base may not be withdrawn from the deposit account or investment account at Administrative Agent or another institution reasonably satisfactory to Administrative Agent, thereby reducing the Borrowing Base, unless and until the Lead
Borrower furnishes the Administrative Agent with a Borrowing Base Certificate as of the date of such proposed withdrawal reflecting that, after giving effect to such withdrawal, no Overadvance will result; 

minus 
 (f) the sum of
(i) the then amount of the Term Loan Reserve, and (ii) the then amount of all Availability Reserves (other than the Term Loan Reserve, EBITDA Reserve, and
Incremental Equipment Reserve), (iii) the EBITDA Reserve and (iv) the Incremental Equipment Reserve. 
 Notwithstanding clause (a)(i)(C)
of the definition of Borrowing Base, upon the occurrence of an event of default pursuant to Section 8.01(a) or Section 8.01(f) of the Term Loan Credit Agreement (as in effect on the date
hereofAmendment No. 3 Effective Date, each being a “Term Loan Default”), Receivables consisting of Customer List and Marketing Services Receivables invoiced after
the date of any such Term Loan Default, shall not be included in the calculation of the Borrowing Base. 
 “Borrowing Base
Certificate” means a certificate substantially in the form of Exhibit G hereto (with such changes therein as may be required by the Administrative Agent in
theits Permitted Discretion to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time), executed and certified as
accurate and complete by a Responsible Officer of the Lead Borrower which shall include appropriate exhibits, schedules, supporting documentation, and additional reports as reasonably requested by the Administrative Agent. 

  
 9 







 “Business” means the retail or wholesale manufacturing, marketing and/or sale of
consumer products or services, the licensing of Borrowers’ trademarks and/or other intellectual property (either in connection with its franchising activities or otherwise), and the provision of services to third party companies in connection
with the Borrowers’ proprietary list of customers and other marketing partnership related activities. 
 “Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day
relates to any LIBO Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market. 

“Canadian Benefit Plans” means any plan, fund, program, or policy, whether oral or written, formal or informal, funded or
unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which any of the Loan Parties or any Restricted
Subsidiary has any liability with respect to any employee or former employee related to employment in Canada, but excluding any Canadian Pension Plans and any Canadian Union Plans. 

“Canadian Collateral” means Collateral consisting of assets or interests in assets of the Loan Parties located in Canada, and
the proceeds thereof. 
 “Canadian Dollars” and “C$” shall each mean the lawful currency of Canada. 

“Canadian Pension Event” means (a) the voluntary whole or partial wind up of a Canadian Pension Plan by any Loan Party
or Restricted Subsidiary; (b) the withdrawal of a Borrower or Restricted Subsidiary from a Canadian Union Plan; (c) the filing of a notice of intent to terminate in whole or in part a Canadian Pension Plan or Canadian Union Plan or the
treatment of a Canadian Pension Plan or Canadian Union Plan amendment as a termination or partial termination; (d) the institution of proceedings by any Governmental Authority to terminate in whole or in part or have a trustee appointed to
administer a Canadian Pension Plan or Canadian Union Plan, or (e) any other event or condition which might constitute grounds for the termination of, winding up or partial termination or winding up or the appointment of trustee to administer,
any Canadian Pension Plan or Canadian Union Plan. 
 “Canadian Pension Plans” means any plan or arrangement that is
required to be registered under Canadian federal or provincial law and is or was established, maintained or contributed to or required to be contributed to by a Borrower or any Restricted Subsidiary for its employees or former employees, but does
not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively, or any Canadian Union Plan. 

  
 10 







 “Canadian Security Agreement” means the Security Agreement, dated
November 1, 2012, in form and substance reasonably satisfactory to Administrative Agent, executed and delivered by the Loan Parties. 

“Canadian Security Documents” means the Canadian Security Agreement, the Québec Hypothec and any other Loan Document
that grants or purports to grant a Lien on any Canadian Collateral. 
 “Canadian Union Plan” means any and all registered
pension and other benefit plans for the benefit of employees or former employees of any Loan Party or Restricted Subsidiary in respect of employment in Canada, which are not maintained, sponsored or administered by a Loan Party or Restricted, but to
which a Borrower or any Restricted Subsidiary is or was required to contribute pursuant to a collective agreement or a participation agreement. 

“Capital Expenditures” means, with respect to any Person for any period, (a) all expenditures made (whether made in the
form of cash or other property) or costs incurred for the acquisition or improvement of fixed or capital assets of such Person (excluding normal replacements and maintenance which are properly charged to current operations), in each case that are
(or should be) set forth as capital expenditures in a Consolidated statement of cash flows of such Person for such period, in each case prepared in accordance with GAAP, and (b) Capital Lease Obligations incurred by a Person during such period.

 “Capital Lease Obligations” means, with respect to any Person for any period, the obligations of such Person to pay rent
or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as liabilities on a balance sheet of such
Person under GAAP and the amount of which obligations shall be the capitalized amount thereof determined in accordance with GAAP. 

“Cash Collateral” means any pledges or deposits of cash by the Loan Parties to Cash Collateralize any L/C Obligations. 

“Cash Collateral Account” means a non-interest bearing account established by one or more of the Loan Parties with Wells
Fargo, and in the name of, the Administrative Agent (as the Administrative Agent shall otherwise direct) and under the sole and exclusive dominion and control of the Administrative Agent, in which deposits are required to be made in accordance with
Section 2.03(g) or 8.02(c). 
 “Cash Collateralize” means to (a) pledge and deposit with or deliver
to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances in an amount equal to one hundred three percent (103%) of the Outstanding Amount of all L/C
Obligations (other than L/C Obligations with respect to Letters of Credit denominated in a currency other than Dollars, which L/C Obligations shall be Cash Collateralized in an amount equal to one hundred fifteen percent (115%) of the
Outstanding Amount of such L/C Obligations) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby Consented to by the Lenders) or (b) cause all
outstanding L/C Obligations (other than 

  
 11 







 
L/C Obligations that have been previously cash collateralized as described in clause (a) above) to be supported by standby letters of credit in an aggregate Stated Amount equal to one
hundred and three percent (103%) of the Outstanding Amount of all L/C Obligations (other than L/C Obligations with respect to Letters of Credit denominated in a currency other than Dollars, which L/C Obligations shall be supported by standby
letters of credit in an aggregate Stated Amount equal to one hundred and fifteen percent (115%) of the Outstanding Amount of such L/C Obligations); provided, that, the issuer of such back-stop letter of credit shall be reasonably
acceptable to the Administrative Agent and the L/C Issuer. Derivatives of such term have corresponding meanings. 
 “Cash Dominion
Event” means either (a) the occurrence and continuance of any Specified Event of Default, or (b) the failure of the Borrowers to maintain Excess Availability in an amount equal to or greater than the greater of (i) an amount
equal to fifteen percent (15%) of the Borrowing Base (calculated without giving effect to the Term Loan Reserve) for five (5) consecutive Business Days, or (ii) an amount equal to twelve and one-half percent (12.5%) of the
Borrowing Base (calculated without giving effect to the Term Loan Reserve) at any time. For purposes of this Agreement, the occurrence of a Cash Dominion Event shall be deemed continuing until the earlier of: (A) the date of the waiver by
Administrative Agent of such Specified Event of Default, (B) if the Cash Dominion Event arises as a result of the Borrowers’ failure to achieve Excess Availability as required hereunder, until such date as Excess Availability has exceeded
fifteen percent (15%) of the Borrowing Base (calculated without giving effect to the Term Loan Reserve) for thirty (30) consecutive days or (C) such date on which the Administrative Agent states that the applicable Cash Dominion Event
shall no longer be deemed to be continuing for purposes of this Agreement; provided, that, a Cash Dominion Event shall be deemed continuing for a period of six (6) consecutive months (even if a Specified Event of Default is no
longer continuing and/or Excess Availability exceeds the required amount for thirty (30) consecutive Business Days) at any time a Cash Dominion Event occurs after a Cash Dominion Event has occurred and been discontinued on four
(4) occasions after November 1, 2012.the Amendment No. 3 Effective Date. The termination of a Cash Dominion Event as provided herein shall in no way limit,
waive or delay the occurrence of a subsequent Cash Dominion Event in the event that the conditions set forth in this definition again arise. 

“Cash Equivalents” means 

(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or
instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided, that, the full faith and credit of the United States of America is pledged in support thereof; 

(b) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least
“Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; 

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a
Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal 

  
 12 







 
banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve
System, (ii) issues (or the Lead Borrower of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not
more than 180 days from the date of acquisition thereof; 
 (d) fully collateralized repurchase agreements with a term of not more than
thirty (30) days for securities described in clause (a) above (without regard to the limitation on maturity contained in such clause) and entered into with a financial institution satisfying the criteria described in clause (c) above
or with any primary dealer and having a market value at the time that such repurchase agreement is entered into of not less than one hundred percent (100%) of the repurchase obligation of such counterparty entity with whom such repurchase
agreement has been entered into; and 
 (e) Investments, classified in accordance with GAAP as current assets of the Loan Parties, in any
money market fund, mutual fund, or other investment companies that are registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have the highest rating obtainable from either Moody’s
or S&P, and which invest solely in one or more of the types of securities described in clauses (a) through (d) above. 

“Cash Management Reserves” means such reserves as the Administrative Agent, from time to time, determines in its Permitted
Discretion as being appropriate to reflect the reasonably anticipated liabilities and obligations of the Loan Parties with respect to Cash Management Services then provided or outstanding. 

“Cash Management Services” means any one or more of the following types or services or facilities provided to any Loan Party
by the Administrative Agent or any of its Affiliates: (a) ACH transactions, (b) cash management services, including, without limitation, controlled disbursement services, treasury, depository, overdraft, and electronic funds transfer
services, (c) foreign exchange facilities, (d) credit or debit cards, (e) credit card processing services, and (f) purchase cards. 

“Casualty Event” means casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or
similar proceeding of (and payments in lieu thereof), any property or asset of a Loan Party. 
 “CERCLA” means the
Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq. 
 “CERCLIS” means the
Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental Protection Agency. 

“CFC” means a Person that is a controlled foreign corporation under Section 957 of the Code. 

  
 13 







 “Change in Law” means the occurrence, after the date of this Agreement, of any
of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority
or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. For purposes of this definition, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
rules, regulations, orders, requests, guidelines or directives thereunder or in connection therewith and all requests, rules, guidelines or directives concerning capital adequacy known as “Basel III” and promulgated either by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the United States or foreign regulatory authorities pursuant thereto are deemed to have been adopted and gone into effect
after the date of this Agreement. 
 “Change of Control” means an event or series of events by which: 

(a) prior to the consummation of the Permitted Orchestra Merger, any
“any “person”” or
“”group”” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 (“Exchange Act”),1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “”beneficial
owner”” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange
Act, of 1934, except that a person or group shall be deemed to have “”beneficial
ownership”” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time
(such right, an “”option right””)), directly or indirectly, of fifty
percent (50%) or more of the Equity Interests of the Lead Borrower entitled to vote generally in the election of directors (or equivalent governing body) of the total
voting power of all outstanding shares of the Lead Borrower entitled to vote for members of the board of directors or equivalent governing body of the Lead Borrower on a fully-diluted basis (and taking into account all such Equity Interests that
such “”person”” or
“”group”” has the right to acquire pursuant to any option right),
except pursuant to the Permitted Orchestra Merger, or ; or 

(i) upon the consummation of the Permitted Orchestra Merger and at any time thereafter: 

(ii) Parent shall fail to own, directly or indirectly, one hundred percent (100%) of the Equity Interests of the
Lead Borrower entitled to vote generally in the election of members of the board of directors (or equivalent governing body) of the Lead Borrower; or 

(b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding
any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) other than Permitted Holders becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests that such “person” or
“group” has the right to acquire, pursuant to any option right, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty-one percent (51%) of the
Equity Interests of Parent entitled to vote in the election of members of the board of directors (or equivalent governing body) of Parent; or 

  
 14 







 (b) (c) any
“”change in control” with respect to the Lead Borrower” or similar
event, as defined in the documents evidencing the Permitted Term Loan Indebtedness shall have occurred; or 

(c) (d) the Lead Borrower fails at any time to own, directly
or indirectly, one hundred percent (100%) of the Equity Interests of each other Loan Party free and clear of all Liens (other than Liens in favor of the Administrative Agent and Permitted Encumbrances of the type described in clauses (a),
(e) and (r) of the definition of such term), except where such failure is as a result of a transaction permitted by the Loan Documents. 

“Code” means the Internal Revenue Code of 1986, and the regulations promulgated thereunder, as in effect from time to time.

 “Collateral” means any and all “Collateral” or “Mortgaged Property” as defined in any
applicable Security Document and all other property that is or is intended under the terms of the Security Documents to be subject to Liens in favor of the Administrative Agent. 

“Collateral Access Agreement” means an agreement reasonably satisfactory in form and substance to the Administrative Agent
executed by, as the case may be, (a) a bailee or other Person in possession of Collateral, and (b) any landlord of Real Estate leased by any Loan Party, pursuant to which such Person (i) acknowledges the Administrative Agent’s
Lien on the Collateral, (ii) releases or subordinates such Person’s Liens in the Collateral held by such Person or located on such Real Estate, (iii) agrees to provide the Administrative Agent with access to the Collateral held by
such bailee or other Person or located in or on such Real Estate, (iv) as to any landlord, provides the Administrative Agent with a reasonable time to sell and dispose of the Collateral from such Real Estate, and (v) makes such other
agreements with the Administrative Agent as it may reasonably require. 
 “Combined Loan Caps” means, on any date of
determination, the sum of (a) the Loan Cap, and (b) the lesser of the (i) the outstanding aggregate principal amount of the Term Loans, and (ii) Term Loan Borrowing Base. 

“Commercial Letter of Credit” means any Letter of Credit issued for the purpose of providing the primary payment mechanism in
connection with the purchase of any materials, goods or services by a Loan Party in the ordinary course of business of such Loan Party. 

“Commercial Letter of Credit Agreement” means the Commercial Letter of Credit Agreement relating to the issuance of a
Commercial Letter of Credit in the form from time to time in use by the L/C Issuer. 
 “Commitment” means, as to each
Lender, its obligation to (a) make Committed Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount
at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement. 

  
 15 







 “Committed Borrowing” means a borrowing consisting of simultaneous Committed
Loans of the same Type and, in the case of LIBO Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 

“Committed Loan” means a Revolving Loan. 

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one
Type to the other, or (c) a continuation of LIBO Rate Loans, pursuant to 2.01(a), which, if in writing, shall be substantially in the form of Exhibit A. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute. 
 “Compliance Certificate” means a certificate substantially in the form of Exhibit D. 

“Concentration Account” means the deposit account of Lead Borrower in which funds of any Loan Party from one or more Blocked
Accounts are from time to time deposited. As of the Restatement Effective Date, the Concentration Account is the deposit account identified as the Concentration Account on Schedule 5.21(a). 

“Consent” means actual consent given by a Lender from whom such consent is sought; or the passage of seven (7) Business
Days from receipt of written notice to a Lender from the Administrative Agent of a proposed course of action to be followed by the Administrative Agent without such Lender’s giving the Administrative Agent written notice of that Lender’s
objection to such course of action. 
 “Consolidated” means, when used to modify a financial term, test, statement, or
report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial condition or operating results of such Person and its Subsidiaries.

 “Contractual Obligation” means, as to any Person, any provision of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound. 
 “Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto. 
 “Control Agreement” shall have its meaning as set forth in the Security Agreement.

 “Controlling Shareholder” means Yeled Invest S.à r.l., a société à responsabilité
limitée, organized under the laws of Luxembourg. 

  
 16 







 “Cost” means the lower of cost or market value of Inventory, based upon the
Borrowers’ accounting practices, known to the Administrative Agent, which practices are in effect on the Restatement Effective Date as such calculated cost is determined from invoices received by the Borrowers, the Borrowers’ purchase
journals or the Borrowers’ stock ledger, and the term “Cost” in any event shall include freight costs and duties associated with the transportation of Inventory to distribution points. “Cost” does not include
inventory capitalization costs or other non - purchase price charges used in the Borrowers’ calculation of cost of goods sold. 

“Credit Card Agreements” shall mean all agreements now or hereafter entered into by any Borrower or for the benefit of any
Borrower, in each case with any Credit Card Issuer or any Credit Card Processor with respect to sales transactions involving credit card or debit card purchases, including, but not limited to, the agreements set forth on Schedule 5.21(b)
hereto. 
 “Credit Card Issuer” shall mean any person (other than a Loan Party) who issues or whose members issue credit
cards, including, without limitation, MasterCard or VISA bank credit or debit cards or other bank credit or debit cards issued through World Financial Network National Bank, MasterCard International, Inc., Visa, U.S.A., Inc. or Visa International
and American Express, Discover, Diners Club, Carte Blanche and other non-bank credit or debit cards, including, without limitation, credit or debit cards issued by or through American Express Travel Related Services Company, Inc., Novus Services,
Inc., PayPal and other issuers approved by the Administrative Agent. 
 “Credit Card Notifications” has the meaning
provided in Section 6.13(a)(ii). 
 “Credit Card Processor” shall mean any servicing or processing agent or any
factor or financial intermediary who facilitates, services, processes or manages the credit authorization, billing transfer and/or payment procedures with respect to any Borrower’s sales transactions involving credit card or debit card
purchases by customers using credit cards or debit cards issued by any Credit Card Issuer. 
 “Credit Card Receivables”
means each “Account” and “Payment Intangible” (as such terms are defined in the UCC) together with all income, payments and proceeds thereof, owed by a major credit or debit card issuer (including, but not limited
to, Visa, MasterCard and American Express and such other issuers approved by the Administrative Agent) to a Loan Party resulting from charges by a customer of a Loan Party on credit or debit cards issued by such issuer in connection with the sale of
goods by a Loan Party, or services performed by a Loan Party, in each case in the ordinary course of its business. 
 “Credit
Extensions” mean each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 
 “Customer Credit
Liabilities” means at any time, the aggregate remaining value at such time of (a) outstanding gift certificates and gift cards of any Borrower entitling the holder thereof to use all or a portion of the certificate or gift card to pay
all or a portion of the purchase price for any Inventory, (b) outstanding merchandise credits of any Borrower, (c) layaway obligations of any Borrower, and (d) liabilities in connection with frequent shopping programs of any Borrower.


  
 17 







 “Customer Deposits” means deposits made by customers with respect to the
purchase of goods or the performance of services. 
 “Customer List and Marketing Services Agreements” means agreements
entered into from time to time by any of the Loan Parties with third parties pursuant to which such Loan Party leases its customer lists or provides marketing services to such third party, including without limitation the agreements listed on
Schedule 1.01(a), as such agreements may be amended, modified, replaced, extended or renewed from time to time; Schedule 1.01(a) lists each Customer List and Marketing Services Agreement in respect of which the Receivables owing to the
Borrowers in any Fiscal Year exceed $500,000 in the aggregate. 
 “Customer List and Marketing Services Receivables” means
all of the Receivables of any Borrower arising from Customer List and Marketing Service Agreements. 
 “Customs Broker
Agreement” means an agreement in substantially the form attached hereto as Exhibit F among a Borrower, a customs broker or other carrier, and the Administrative Agent, in which the customs broker or other carrier acknowledges that it
has control over and holds the documents evidencing ownership of the subject Inventory for the benefit of the Administrative Agent and agrees, upon notice from the Administrative Agent, to hold and dispose of the subject Inventory solely as directed
by the Administrative Agent. 
 “DDA” means each checking, savings or other demand deposit account maintained by any of the
Loan Parties. All funds in each DDA (other than Excluded DDAs) shall be conclusively presumed to be Collateral and proceeds of Collateral and the Administrative Agent and the Lenders shall have no duty to inquire as to the source of the amounts on
deposit in any DDA. 
 “DDA Notification” has the meaning provided therefor in Section 6.17(e). 

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights
of creditors generally. 
 “Default” means any event or condition that, with the giving of any notice, the passage of time,
or both, would be an Event of Default. 
 “Default Rate” means (a) when used with respect to Obligations other than
Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Margin, if any, applicable to Base Rate Loans, plus (iii) two percent (2%) per annum; provided, that, with
respect to a LIBO Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per annum, and (b) when used with respect
to Letter of Credit Fees, a rate equal to the Applicable Margin for Standby Letters of Credit or Commercial Letters of Credit, as applicable, plus two percent (2%) per annum. 

  
 18 







 “Defaulting Lender” means any Lender that (a) has failed to fund any
portion of the Committed Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to
pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, or (c) has been deemed insolvent or become the subject of a receivership, bankruptcy or
insolvency proceeding. 
 “Department Lessor” means a Person (other than a Loan Party) that owns and operates a department
or specialty store or other location and licenses space in such store to a Borrower. 
 “Deteriorating Lender” means any
Defaulting Lender or any Lender as to which (a) the L/C Issuer or the Swing Line Lender has a good faith belief that such Lender has defaulted in fulfilling its obligations under one or more other syndicated credit facilities, or (b) a
Person that Controls such Lender has been deemed insolvent or become the subject of a bankruptcy, insolvency or similar proceeding. 

“Dilution Reserve” means, for any period, that percentage reasonably determined by the Administrative Agent by
(a) dividing the amount of charge-offs of Eligible Trade Receivables and Eligible Customer Service and Marketing Receivables and returns of goods purchased from the Borrowers during such period which had, at the time of sale, resulted in the
creation of an Eligible Trade Receivable or an Eligible Customer Service and Marketing Receivable, by (b) the amount of sales (exclusive of sales and other similar taxes) of the Borrowers during such period and thereafter. 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale
and leaseback transaction and any sale, transfer, license or other disposition of (whether in one transaction or in a series of transactions) of any property (including, without limitation, any Equity Interests) by any Person (or the granting of any
option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

“Disqualified Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is
convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the
option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Loans mature; provided, that, (a) only the portion of such Equity Interests which so matures or is mandatorily
redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock and (b) with respect to any Equity Interests issued to any employee or to any plan
for the benefit of employees of the Lead Borrower or its Restricted Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Lead
Borrower or one of its Restricted Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability and if any class of Equity Interest of such Person
that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity 

  
 19 







 
Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Equity Interest that would constitute
Disqualified Stock solely because the holders thereof have the right to require a Loan Party to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock. The amount of
Disqualified Stock deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Lead Borrower and its Restricted Subsidiaries may become obligated to pay upon maturity of, or pursuant to any mandatory
redemption provisions of, such Disqualified Stock or portion thereof, plus accrued dividends. 
 “Dollars” and
“$” mean lawful money of the United States. 
 “Domestic Holding Company” means any Domestic Subsidiary of
the Borrowers that is treated as a disregarded entity for U.S. federal income tax purposes and all of its assets (other than immaterial assets) consist of the ownership of the Equity Interests of one or more CFCs. 

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States of America, any State
thereof or the District of Columbia (excluding, for the avoidance of doubt, any Subsidiary organized under the laws of Puerto Rico or any other territory). 

“EBITDA Reserve” means a Reserve in the amount of $10,000,000, which Reserve may only be released by
the Agent or reduced upon prior written consent of the Required Lenders (as such term is defined in the Term Loan Credit Agreement).Early Termination Fee” has the meaning
specified in the Fee Letter. 
 “Eligible Assignee” means (a) a Lender or any of its Affiliates; (b) a bank,
insurance company, or company engaged in the business of making commercial loans, which Person, together with its Affiliates, has a combined capital and surplus in excess of $250,000,000; (c) an Approved Fund; (d) any Person to whom a
Lender assigns its rights and obligations under this Agreement as part of an assignment and transfer of such Lender’s rights in and to a material portion of such Lender’s portfolio of asset based credit facilities, and (e) any other
Person (other than a natural person) approved by (i) the Administrative Agent, the L/C Issuer and the Swing Line Lender, and (ii) unless an Event of Default has occurred and is continuing, the Lead Borrower (each such approval not to be
unreasonably withheld or delayed); provided, that, notwithstanding the foregoing, “Eligible Assignee” shall not include a Loan Party or any of the Loan Parties’ Affiliates or Subsidiaries. 

“Eligible Credit Card Receivables” means at the time of any determination thereof, each Credit Card Receivable that at all
times satisfies the criteria set forth below as determined by the Administrative Agent in its Permitted Discretion and which has been earned by performance and represents the bona fide amounts due to a Borrower from a Credit Card Processor and/or
Credit Card Issuer, and in each case originated in the ordinary course of business of such Borrower. Without limiting the foregoing, in order to be an Eligible Credit Card Receivable, an Account shall indicate no Person other than a Borrower as
payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (a) the amount of all accrued and


  
 20 







 
actual fees, discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be
obligated to rebate to a customer, a Credit Card Processor, or Credit Card Issuer pursuant to the terms of any agreement or understanding (written or oral)) and (b) the aggregate amount of all cash received in respect of such Account but not
yet applied by the Loan Parties to reduce the amount of such Credit Card Receivable. Except as otherwise determined by the Administrative Agent in its Permitted Discretion, Eligible Credit Card Receivables shall not include any Credit Card
Receivable: 
 (i) which does not constitute an “Account” or “Payment Intangible”(as each is defined in
the UCC); 
 (ii) which is unpaid more than five (5) Business Days after the date of determination of eligibility thereof; 

(iii) payable other than in Dollars or Canadian Dollars; 

(iv) where such Credit Card Receivable or the underlying contract contravenes any laws, rules or regulations applicable thereto in any
material respect, including, rules and regulations relating to truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy or any party to the underlying contract is in violation
of any such laws, rules or regulations in any material respect; 
 (v) which is not a valid, legally enforceable obligation of the
applicable Credit Card Issuer or Credit Card Processor with respect thereto; 
 (vi) (A) which is disputed, is with recourse due to the
creditworthiness of the cardholder, or with respect to which a claim, chargeback, offset, deduction or counterclaim, dispute or other defense has been asserted (to the extent of such claim, chargeback, offset, deduction or counterclaim, dispute or
other defense); or (B) to the extent to which it is subject to any present, or contingent (or any facts (i) exist to the knowledge of Administrative Agent or any Loan Party, or (ii) have been disclosed in the course of any field
examination or otherwise, which are the basis for any future) claim, chargeback, offset, deduction or counterclaim, dispute or other defense on the part of an Account Debtor; 

(vii) with respect to which a Borrower does not have good, valid and marketable title thereto, 

(viii) that is not subject to a perfected first priority security interest in favor of the Administrative Agent or that is subject to any
other Lien, other than Liens permitted under clauses (a), (e), (o) and (r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement
in form and substance reasonably satisfactory to Administrative Agent between the holder of such Lien and Administrative Agent; 

  
 21 







 (ix) which does not conform to all representations, warranties or other provisions in the Loan
Documents relating to Credit Card Receivables in all material respects, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier
date, and (B) in the case of any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language, they shall be true and correct in all respects; 

(x) as to which the Credit Card Processor or Credit Card Issuer has the right under certain circumstances to require a Loan Party to
repurchase such Credit Card Receivable from such Credit Card Processor or Credit Card Issuer, as the case may be; 
 (xi) is due from a
Credit Card Issuer or Credit Card Processor of the applicable credit card which is the subject of any proceedings under a Debtor Relief Law; 

(xii) which is evidenced by “chattel paper” or an “instrument” of any kind unless such “chattel
paper” or “instrument” is in the possession of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent; or 

(xiii) which the Administrative Agent determines in its Permitted Discretion to be uncertain of collection or which do not meet such other
eligibility criteria for Credit Card Receivables as the Administrative Agent may determine in its Permitted Discretion. 
 Any Credit Card Receivables that
are not Eligible Credit Card Receivables shall nevertheless be part of the Collateral. 
 “Eligible In-Transit Inventory”
means, as of any date of determination thereof, without duplication of other Eligible Inventory, In-Transit Inventory: 
 (a) Which has been
shipped from a foreign location for receipt by a Borrower, but which has not yet been delivered to such Borrower, which In-Transit Inventory has been in transit for sixty (60) days or less from the date of shipment of such Inventory; 

(b) For which the purchase order is in the name of a Borrower and title and risk of loss has passed to such Borrower; 

(c) For which an Acceptable Document of Title has been issued, and in each case as to which the Administrative Agent has control (as defined in
the UCC) over the documents of title which evidence ownership of the subject Inventory (such as, if requested by the Administrative Agent, by the delivery of a Customs Broker Agreement with a carrier or freight forwarder); 

(d) Which is insured in accordance with the terms of this Agreement to the reasonable satisfaction of the Administrative Agent (including,
without limitation, marine cargo insurance); 
 (e) the Foreign Vendor with respect to such In-Transit Inventory is an Approved Foreign
Vendor; 
 (f) For which payment of the purchase price has been made by any Borrower or the purchase price is supported by a Commercial
Letter of Credit; and 
 (g) Which otherwise would constitute Eligible Inventory; 

  
 22 







 provided, that, the Administrative Agent may, in its discretion, exclude any particular Inventory
from the definition of “Eligible In-Transit Inventory” in the event the Administrative Agent determines that such Inventory is subject to any Person’s right or claim which is (or is capable of being) senior to, or pari passu
with, the Lien of the Administrative Agent (such as, without limitation, a right of stoppage in transit) or may otherwise adversely impact the ability of the Administrative Agent to realize upon such Inventory. 

Any Inventory that is not Eligible In-Transit Inventory shall nevertheless be part of the Collateral. 

“Eligible Inventory” means, as of the date of determination thereof, without duplication, (a) Eligible In-Transit
Inventory, and (b) items of Inventory of a Borrower that are finished goods, merchantable and readily saleable to the public in the ordinary course of the Borrowers’ business deemed by the Administrative Agent in its Permitted Discretion
to be eligible for inclusion in the calculation of the Borrowing Base, in each case that, except as otherwise agreed by the Administrative Agent, (i) complies with each of the representations and warranties respecting Inventory made by the
Borrowers in the Loan Documents (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except in the case of any such
representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language, which shall be true and correct in all respects), and (ii) is not excluded as ineligible by virtue of one or more of the
criteria set forth below. Except as otherwise agreed by the Administrative Agent, in its Permitted Discretion, the following items of Inventory shall not be included in Eligible Inventory: 

(A) Inventory that is not solely owned by a Borrower or a Borrower does not have good and valid title thereto; 

(B) 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;

 (C) Inventory (other than Eligible In-Transit Inventory) that is not located in the United States of America (excluding territories or
possessions of the United States) and Canada at a location that is owned or leased by a Borrower, except (i) Inventory in transit between such owned or leased locations, or (ii) to the extent that the Borrowers have furnished the
Administrative Agent with (A) any UCC or PPSA financing statements or other documents that the Administrative Agent may determine in its Permitted Discretion to be necessary to perfect its security interest in such Inventory at such location,
and (B) a Collateral Access Agreement executed by the Person owning any such location on terms reasonably acceptable to the Administrative Agent unless the Administrative Agent has established an Availability Reserve with respect to such
location; 
 (D) Inventory that is located in a distribution center leased by a Borrower unless the applicable lessor has delivered to the
Administrative Agent a Collateral Access Agreement or the Administrative Agent has established an Availability Reserve with respect to such distribution center; 

  
 23 







 (E) Inventory that is comprised of goods which (i) are damaged, defective,
“seconds,” or otherwise unmerchantable, (ii) are to be returned to the vendor, (iii) are obsolete or slow moving, or custom items, work in process, raw materials, or that constitute spare parts, promotional, marketing,
packaging and shipping materials or supplies used or consumed in a Borrower’s business, (iv) are seasonal in nature and which have been packed away for sale in the subsequent season, except in the ordinary course of business of such
Borrower, (v) are not in material compliance with all standards imposed by any Governmental Authority having regulatory authority over such Inventory, its use or sale, or (vi) are bill and hold goods; 

(F) Inventory that is not subject to a perfected first priority security interest in favor of the Administrative Agent or that is subject to
any other Lien, other than Liens permitted under clauses (a), (b), (p) and (r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor
agreement in form and substance reasonably satisfactory to Administrative Agent between the holder of such Lien and Administrative Agent; 

(G) Inventory that consists of samples, labels, bags, packaging, and other similar non-merchandise categories; 

(H) Inventory that is not insured in compliance with the provisions of Section 5.10 hereof; 

(I) Inventory that has been sold but not yet delivered or as to which a Borrower has accepted a deposit; 

(J) Inventory that is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third party
(1) from which any Borrower or any of its Restricted Subsidiaries has received notice of a dispute in respect of any such agreement, provided, that, only Inventory which is the subject of such dispute shall be deemed ineligible by
Administrative Agent in its Permitted Discretion or (2) unless Administrative Agent determines in its Permitted Discretion that it may sell or otherwise dispose of such Inventory without (a) infringing the rights of such licensor,
(b) violating any contract with such licensor, or (c) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement; 

(K) Inventory located in a Leased Department in the event that the Leased Department Agreement with respect to such location, permits the
applicable Borrower to file a UCC or PPSA financing statement against the Department Lessor, evidencing Borrower’s ownership of such Inventory and Borrower fails to file and maintain such UCC and PPSA Financing Statements; 

  
 24 







 (L) Inventory acquired in a Permitted Acquisition or which is not of the type usually sold in the
ordinary course of the Borrowers’ business, unless and until the Administrative Agent has completed or received (i) an appraisal of such Inventory from appraisers reasonably satisfactory to the Administrative Agent and establishes an
Inventory Advance Rate and Inventory Reserves (if applicable) therefor, and otherwise agrees that such Inventory shall be deemed Eligible Inventory, and (ii) such other due diligence as the Administrative Agent may require, all of the results
of the foregoing to be reasonably satisfactory to the Administrative Agent (provided, that, it is agreed that so long as the Administrative Agent has received at least forty-five (45) days prior notice of such Permitted
Acquisition and the Loan Parties reasonably cooperate (and cause the Person being acquired to reasonably cooperate) with the Administrative Agent, the Administrative Agent shall use reasonable efforts to complete such due diligence, engage a third
party appraiser and complete such appraisal on or prior to the closing date of such Permitted Acquisition). 
 Any Inventory that is not Eligible Inventory
shall nevertheless be part of the Collateral. 
 “Eligible LC Inventory” shall mean Inventory that would otherwise be
Eligible Inventory (other than for its location) that as to which: (a) the Inventory is purchased with and subject to a Letter of Credit, (b) the Inventory is then in transit (whether by vessel, air or land) from a location outside of the
continental United States of America to a location permitted hereunder and for which Administrative Agent shall have received such evidence thereof as Administrative Agent may require, (c) the title of the Inventory has passed to, and such
Inventory is owned by, a Borrower and for which Administrative Agent shall have received such evidence thereof as Administrative Agent may require, (d) Administrative Agent has received each of the following: (i) a Customs Broker
Agreement, duly authorized, executed and delivered by the Customs Broker handling the shipping and delivery of such Inventory, (ii) a copy of the certificate of marine cargo insurance in connection therewith in which it has been named as an
additional insured and loss payee in a manner reasonably acceptable to Administrative Agent and (iii) a copy of the invoice and manifest with respect thereto, (e) the Inventory is either (A) subject to a negotiable bill of lading:
(1) that is consigned to a Borrower (unless and until such time as Administrative Agent shall require that the same be consigned to Administrative Agent, then thereafter, that is consigned to Administrative Agent either directly or by means of
endorsements), (2) that was issued by the carrier in respect of such Inventory and (3) is either in the possession of the Customs Broker or the subject of a telefacsimile copy that Administrative Agent has received from the issuer of the
Letter of Credit Accommodation and as to which Administrative Agent has also received confirmation from such issuer that such document is in transit to Administrative Agent or a Customs Broker or (B) subject to a negotiable cargo receipt and is
not the subject of a bill of lading (other than a negotiable bill of lading consigned to, and in the possession of a consolidator or Administrative Agent, or their respective agents) and such negotiable cargo receipt is (1) consigned to a
Borrower (unless and until such time as Administrative Agent shall require that the same be consigned to Administrative Agent, then thereafter, that is consigned to Administrative Agent either directly or by means of endorsements), (2) issued
by a consolidator in respect of such Inventory and (3) either in the possession of Administrative Agent or a Customs Broker or the subject of a telefacsimile copy that Administrative Agent has received from the issuer of the Letter of Credit
Accommodation and as to which Administrative Agent has also received a confirmation from such issuer that such document is in transit to Administrative Agent or a Customs Broker. 

Any Inventory that is not Eligible LC Inventory shall nevertheless be part of the Collateral. 

  
 25 







 “Eligible Receivables” means (x) Customer List and Marketing Services
Receivables owing to any Borrower or (y) Leased Department Receivables owing to any Borrower, in each case, deemed by the Administrative Agent in its discretion to be eligible for inclusion in the calculation of the Borrowing Base that satisfy
the following criteria at the time of creation and continues to meet the same at the time of such determination: such Customer List and Marketing Receivable or Leased Department Receivable, as the case may be (i) has been earned by performance
and represents the bona fide amounts due to a Borrower from an Account Debtor or a Department Lessor, as the case may be, and in each case originated in the ordinary course of business of such Borrower, and (ii) in each case is acceptable to
the Administrative Agent in its Permitted Discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (A) through (V) below. Without limiting the foregoing, to qualify as an Eligible
Receivable, such Customer List and Marketing Receivable or Leased Department Receivable, as the case may be shall indicate no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of
such Receivable shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price
adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash
received in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Eligible Receivable. Except as otherwise agreed by the Administrative Agent, any such Customer List and Marketing Receivable or Leased Department
Receivable, as the case may be included within any of the following categories shall not constitute an Eligible Receivable: 
 (A) any
Customer List and Marketing Receivable not evidenced by an invoice, or (ii) any Leased Department Receivable that is not reported to the satisfaction of Administrative Agent in its Permitted Discretion; 

(B) (1) if arising under clause (x) above, that have been outstanding for more than ninety (90) days from the date of sale or
more than sixty (60) days past the due date or (2) if arising under clause (y) above, that have been outstanding for more than thirty (30) days from the date of sale or more than fifteen (15) days past the due date; 

(C) owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed
ineligible in clause (B) above; 
 (D) with respect to which a Borrower does not have good, valid and marketable title thereto 

(E) that is not subject to a perfected first priority security interest in favor of the Administrative Agent or that is subject to any other
Lien, other than Liens permitted under clauses (a), (e), and (r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement in form and
substance reasonably satisfactory to Administrative Agent between the holder of such Lien and Administrative Agent; 

  
 26 







 (F) which are disputed or with respect to which a claim, counterclaim, offset or chargeback has
been asserted, but only to the extent of such dispute, counterclaim, offset or chargeback; 
 (G) which arise out of any sale made not in the
ordinary course of business, made on a basis other than upon credit terms usual to the business of the Borrowers or are not payable in Dollars or Canadian Dollars; 

(H) [Reserved]; 
 (I) which are
owed by any Affiliate or any employee of a Loan Party; 
 (J) for which all material consents, approvals or authorizations of, or
registrations or declarations with any Governmental Authority required to be obtained, effected or given in connection with the performance of such Account by the Account Debtor or in connection with the enforcement of such Account by the
Administrative Agent have not been duly obtained, effected or given and are not in full force and effect; 
 (K) due from an Account Debtor
which is the subject of any proceeding under any Debtor Relief Laws, has had a trustee or receiver appointed for all or a substantial part of its property, has made an assignment for the benefit of creditors or has suspended its business; 

(L) due from any Governmental Authority except to the extent that the subject Account Debtor is the federal government of the United States of
America and has complied with the Federal Assignment of Claims Act of 1940 and any similar state legislation or is the federal government of Canada and has complied with the Financial Administration Act (Canada) and any similar provincial
legislation; 
 (M) (1) owing from any Person that is also a supplier to or creditor of a Loan Party or any of its Restricted
Subsidiaries unless such Person has waived any right of setoff in a manner acceptable to the Administrative Agent in its Permitted Discretion or (2) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or
similar arrangements entitling a Loan Party or any of its Restricted Subsidiaries to discounts on future purchase therefrom; 
 (N) arising
out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right of return, set off or charge back; 

(O) arising out of sales to Foreign Account Debtors other than those amounts arising out of sales to Foreign Account Debtors in Approved
Foreign Jurisdictions (provided, that, the maximum aggregate Dollar amount of all such Receivables owing by all Account Debtors located in Approved Foreign Jurisdictions and deemed Eligible Receivables and Eligible Trade Receivables
included in the Borrowing Base at any time shall not exceed $1,000,000 or such greater amount as the Administrative Agent shall otherwise agree in its Permitted Discretion), provided, further, that if such Foreign Account Debtor (i) is not
located in an Approved Foreign Jurisdiction (or the maximum amount which may be included in the Borrowing Base as set forth above would be exceeded whether as a result of the Receivables 

  
 27 







 
owing by one or more Foreign Account Debtors), or (ii) is the government of any foreign country or sovereign state, or of any state or public corporation or other instrumentality thereof,
then in each case, such Receivable shall be deemed eligible pursuant to this clause (O) in the event that either (1) the Receivable is supported by an irrevocable letter of credit reasonably satisfactory to Administrative Agent in its
Permitted Discretion (as to form, substance (including amount), and issuer or domestic confirming bank), or (2) the Receivable is covered by credit insurance in form, substance, and amount, and by an insurer, satisfactory to Administrative
Agent determined in its Permitted Discretion; provided, that, if such Receivable is owed by a Foreign Account Debtor in an Approved Foreign Jurisdiction without a letter of credit or credit insurance in support of such Receivable, then
promptly upon Administrative Agent’s request, each Borrower shall execute and deliver, or cause to be executed and delivered, such other agreements, documents and instruments as may be required by Administrative Agent in its Permitted
Discretion to perfect the security interests of Administrative Agent in those Accounts of Foreign Account Debtors and take or cause to be taken such other and further actions as Administrative Agent may request to enable Administrative Agent as
secured party with respect thereto to collect such Accounts under such applicable laws; notwithstanding the foregoing, Borrower may request that Administrative Agent consider the inclusion of Receivables owed by Foreign Account Debtors which do not
meet the eligibility criteria set forth in this clause (O), and Administrative Agent agrees that it shall consider the eligibility of those Receivables, on a case by case basis in its Permitted Discretion; 

(P) payable other than in Dollars or Canadian Dollars or that are otherwise on terms other than those normal and customary in the Loan
Parties’ business; 
 (Q) evidenced by a promissory note or other instrument; 

(R) consisting of amounts due from vendors as rebates or allowances; 

(S) which are in excess of the credit limit for such Account Debtor established by the Loan Parties in the ordinary course of business and
consistent with practices of the Loan Parties in effect on November 1, 2012the Amendment No. 3 Effective Date; 

(T) which include extended payment terms (datings) beyond those generally furnished to other Account Debtors in the ordinary course of
business; 
 (U) which constitute Credit Card Receivables or Accounts which constitute Eligible Trade Receivables; 

(V) with respect to which there exists a material breach under the applicable Customer List and Marketing Agreement or Leased Department
Agreement (or such agreement has been terminated) pursuant to which such Receivable was created; 
 (W) which the Administrative Agent
determines in its Permitted Discretion to be uncertain of collection or which do not meet such other eligibility criteria for Eligible Credit Card Receivables as the Administrative Agent may determine in its Permitted Discretion. 

Any Receivables that are not Eligible Receivables shall nevertheless be part of the Collateral. 

  
 28 







 “Eligible Trade Receivables” means Accounts created by any Borrower arising out
of the sale of finished goods Inventory other than to retail customers deemed by the Administrative Agent in its discretion to be eligible for inclusion in the calculation of the Borrowing Base arising from the sale of the Borrowers’ Inventory
(other than those consisting of Credit Card Receivables, Customer and Marketing Services Receivables, and Leased Department Receivables) that satisfy the following criteria at the time of creation and continue to meet the same at the time of such
determination: such Account (a) has been earned by performance and represent the bona fide amounts due to a Borrower from an Account Debtor, and in each case originated in the ordinary course of business of such Borrower, and (b) in each
case is acceptable to the Administrative Agent in its Permitted Discretion, and is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (s) below. Without limiting the foregoing, to
qualify as an Eligible Trade Receivable, an Account shall indicate no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to
the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount
that a Borrower may be obligated to rebate to a customer pursuant to the terms of any agreement or understanding (written or oral)) and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the
Borrowers to reduce the amount of such Eligible Trade Receivable. Except as otherwise agreed by the Administrative Agent, any Account included within any of the following categories shall not constitute an Eligible Trade Receivable: 

(A) that are not evidenced by an invoice; 

(B) that have been outstanding for more than ninety (90) days from the date of sale or more than sixty (60) days past the due date;

 (C) owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are
deemed ineligible in clause (B), above. 
 (D) with respect to which a Borrower does not have good, valid and marketable title thereto; 

(E) that is not subject to a perfected first priority security interest in favor of the Administrative Agent or that is subject to any other
Lien, other than Liens permitted under clauses (a), (e), and (r) of the definition of Permitted Encumbrances and any other Liens with respect thereto permitted under this Agreement that are subject to an intercreditor agreement in form and
substance reasonably satisfactory to Administrative Agent between the holder of such Lien and Administrative Agent; 
 (F) which are disputed
or with respect to which a claim, counterclaim, offset or chargeback has been asserted, but only to the extent of such dispute, counterclaim, offset or chargeback; 

  
 29 







 (G) which arise out of any sale made not in the ordinary course of business, made on a basis
other than upon credit terms usual to the business of the Borrowers or are not payable in Dollars or Canadian Dollars; 
 (H) [Reserved];

 (I) which are owed by any Affiliate or any employee of a Loan Party; 

(J) for which all material consents, approvals or authorizations of, or registrations or declarations with any Governmental Authority required
to be obtained, effected or given in connection with the performance of such Account by the Account Debtor or in connection with the enforcement of such Account by the Administrative Agent have not been duly obtained, effected or given and are not
in full force and effect; 
 (K) due from an Account Debtor which is the subject of any proceeding under any Debtor Relief Laws, has had a
trustee or receiver appointed for all or a substantial part of its property, has made an assignment for the benefit of creditors or has suspended its business; 

(L) due from any Governmental Authority except to the extent that the subject Account Debtor is the federal government of the United States of
America and has complied with the Federal Assignment of Claims Act of 1940 and any similar state legislation and has complied with the Federal Assignment of Claims Act of 1940 and any similar state legislation or is the federal government of Canada
and has complied with the Financial Administration Act (Canada) and any similar provincial legislation; 
 (M) (1) owing from any Person
that is also a supplier to or creditor of a Loan Party or any of its Restricted Subsidiaries unless such Person has waived any right of setoff in a manner acceptable to the Administrative Agent in its Permitted Discretion or (2) representing
any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling a Loan Party or any of its Restricted Subsidiaries to discounts on future purchase therefrom; 

(N) arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right of
return, set off or charge back; 
 (O) arising out of sales to Foreign Account Debtors other than those amounts arising out of sales to
Foreign Account Debtors in Approved Foreign Jurisdictions (provided, that, the maximum aggregate Dollar amount of all such Receivables owing by all Account Debtors located in Approved Foreign Jurisdictions and deemed Eligible Receivables and
Eligible Trade Receivables included in the Borrowing Base at any time shall not exceed $1,000,000 or such greater amount as the Administrative Agent shall otherwise agree in its Permitted Discretion), provided, further, that if such Foreign Account
Debtor (i) is not located in an Approved Foreign Jurisdiction (or the maximum amount which may be included in the Borrowing Base as set forth above would be exceeded whether as a result of the Receivables owing by one or more Foreign Account
Debtors), or (ii) is the government of any foreign country or sovereign state, or of any state or public corporation or other instrumentality thereof, then in each case, such Receivable shall be deemed eligible pursuant to this clause
(O) in the 

  
 30 







 
event that either (1) the Receivable is supported by an irrevocable letter of credit reasonably satisfactory to Administrative Agent in its Permitted Discretion (as to form, substance
(including amount), and issuer or domestic confirming bank), or (2) the Receivable is covered by credit insurance in form, substance, and amount, and by an insurer, satisfactory to Administrative Agent determined in its Permitted Discretion;
provided, that, if such Receivable is owed by a Foreign Account Debtor in an Approved Foreign Jurisdiction without a letter of credit or credit insurance in support of such Receivable, then promptly upon Administrative Agent’s request, each
Borrower shall execute and deliver, or cause to be executed and delivered, such other agreements, documents and instruments as may be required by Administrative Agent in its Permitted Discretion to perfect the security interests of Administrative
Agent in those Accounts of Foreign Account Debtors and take or cause to be taken such other and further actions as Administrative Agent may request to enable Administrative Agent as secured party with respect thereto to collect such Accounts under
such applicable laws; notwithstanding the foregoing, Borrower may request that Administrative Agent consider the inclusion of Receivables owed by Foreign Account Debtors which do not meet the eligibility criteria set forth in this clause (O), and
Administrative Agent agrees that it shall consider the eligibility of those Receivables, on a case by case basis in its Permitted Discretion; 

(P) [Reserved]; 
 (Q) evidenced by
a promissory note or other instrument; 
 (R) consisting of amounts due from vendors as rebates or allowances; 

(S) which are in excess of the credit limit for such Account Debtor established by the Loan Parties in the ordinary course of business and
consistent with practices of the Loan Parties in effect on November 1, 2012the Amendment No. 3 Effective Date; 

(T) which include extended payment terms (datings) beyond those generally furnished to other Account Debtors in the ordinary course of
business; 
 (U) which constitute Credit Card Receivables, Leased Department Receivables or Customer List and Marketing Agreement Receivables
or 
 (V) which the Administrative Agent determines in its Permitted Discretion to be uncertain of collection or which do not meet such other
eligibility criteria for Eligible Trade Receivables as the Administrative Agent may determine in its Permitted Discretion. 
 Any Receivables that are not
Eligible Trade Receivables shall nevertheless be part of the Collateral. 
 “Environmental Laws” means any and all Federal,
provincial, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution or the protection of
human health or the environment (including ambient air, surface water, ground water, land surface, or subsurface strata), or emissions, discharges, releases, or threatened releases of, or the manufacture, processing, distribution, use, treatment,
storage, disposal, transport, or handling of (i) any hazardous substance, hazardous material, hazardous waste, regulated substance, or toxic substance and (ii) any chemicals, pollutants, contaminants, petroleum, petroleum products, or oil,
asbestos-containing materials and any polychlorinated biphenyls. 

  
 31 







 “Environmental Liability” means any liability, obligation, damage, loss, claim,
action, suit, judgment, order, fine, penalty, fee, expense, or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower, any other Loan Party or any of
their respective Restricted Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal or presence of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing. 
 “Equipment” has the meaning set forth in the UCC.

 “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or
profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible
into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the
other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of
determination. 
 “ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Lead Borrower
within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Lead Borrower or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Lead Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a
notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than
for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Lead Borrower or any ERISA Affiliate. 

  
 32 







 “Event of Default” has the meaning specified in Section 8.01. An
Event of Default shall be deemed to be continuing unless and until that Event of Default has been duly waived as provided in Section 10.01 hereof. 

“Excess Availability” means, as of any date of determination thereof by the Administrative Agent, the result, if a positive
number, of: (a) The Loan Cap minus (b) the aggregate unpaid balance of Credit Extensions to, or for the account of, the Borrowers. 

“Excluded DDAs” means any DDA exclusively used (a) for trust, payroll, payroll taxes and other employee wage and benefit
payments to or for the benefit of any Borrower’s or Guarantor’s employees, or (b) after the incurrence of Permitted Term Loan Indebtedness, to hold proceeds of Term Loan Priority Collateral, subject to the Term Loan Intercreditor
Agreement, unless and until the release of the Lien therein of the Term Loan Agent. 
 “Excluded Subsidiary” means
(a) any Subsidiary that is prohibited by applicable law, regulation or contractual obligation from guaranteeing or providing collateral for the Obligations (only to the extent such prohibition is applicable and not rendered ineffective) or
would require a governmental (including regulatory) consent, approval, license or authorization in order to provide such guarantee, (b) any Domestic Holding Company, (c) any CFC and any direct or indirect Domestic Subsidiary of such CFC
and (d) any Subsidiary that is not a Wholly-Owned Subsidiary. 
 “Excluded Swap Obligation” means, with respect to any
Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal
under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap
Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or
becomes illegal. 
 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any LC Issuer or any
other recipient of any payment to be made by or on account of any obligation of the Loan Parties hereunder, (a) any tax imposed on or measured by, in whole or in part, the revenue, net income, net profits, net assets, capital or net worth of,
and franchise taxes imposed on, any Lender or any Participant (including any branch profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) (i) in which such Lender or such
Participant is organized (ii) in which such Lender’s or such Participant’s principal office is located, (iii) in which such Lender or such Participant is doing business, including, branch profits taxes and branch interest taxes
(other than solely as a result of entering into any Loan 

  
 33 







 
Document or taking any action contemplated thereunder), (iv) in which it has a present or former connection other than as a result of the Loan Documents or taking any action contemplated
thereunder or (v) in the case of any Foreign Lender, in which its applicable Lending Office is located, in each case as a result of a present or former connection between such Lender or such Participant and the jurisdiction or taxing authority
imposing the tax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the Agreement or any
other Loan Document); (b) taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of Section 3.01(e), (c) any branch profits taxes imposed by the United States or any similar tax
imposed by any other jurisdiction in which any Borrower is located, (d) in the case of a Foreign Lender, any United States federal withholding taxes imposed on amounts payable to such Foreign Lender as a result of such Foreign Lender’s
failure to comply with FATCA to establish a complete exemption from withholding thereunder, and (e) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding
rate in effect at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), except that Taxes shall include (1) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to
receive pursuant to Section 3.01(e), if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), and (2) additional United States federal
withholding taxes that may be imposed after the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), as a result of a Change in Law. 

“Executive Order” has the meaning set forth in Section 10.18. 

“Existing Credit Agreement” means the Credit Agreement dated November 1, 2012, among the Borrowers, Guarantor,
Administrative Agent and the lenders party thereto. 
 “Extraordinary Receipt” means any cash received by or paid to or for
the account of any Loan Party not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation
for lost earnings), condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments. 

“Facility Guaranty” means the Guaranty made by the Guarantors in favor of the Administrative Agent and the other Secured
Parties, in form reasonably satisfactory to the Administrative Agent. 
 “Factored Receivables” means any Accounts
oforiginally owed or owing by a Loan Party to another Person which have been
purchased by or factored or sold by an Account Debtor of a Loan Party towith Wells Fargo or any of its
Affiliates pursuant to a factoring arrangement or otherwise with the Person that sold the goods or rendered the services to the Loan Party which gave rise to such Account. 

“FATCA” means current Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor
version that is that is substantively comparable and not materially more burdensome to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the
Code. 

  
 34 







 “FCPA” means the U.S. Foreign Corrupt Practices Act (15 U.S.C.
§§78dd-1 et seq.). 
 “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average
of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided, that, (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and
(b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Wells Fargo on such day on
such transactions as determined by the Administrative Agent. 
 “Fee Letter” means the Amended and Restated Fee Letter
Agreement, dated of eventhe date herewith,of Amendment No. 3, among the Lead Borrower, the
Administrative Agent and the Arranger. 
 “FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of
1989, as amended from time to time. 
 “Fiscal Month” means any fiscal month of any Fiscal Year, each of which ends on or
about the last day of each calendar month in accordance with the fiscal accounting calendar of the Loan Parties, subject to change in accordance with Section 7.13. 

“Fiscal Quarter” means any fiscal quarter of any Fiscal Year, each of which ends on or about the last day of each April,
July, October and January of such Fiscal Year in accordance with the fiscal accounting calendar of the Loan Parties, subject to change in accordance with Section 7.13. 

“Fiscal Year” means any period of twelve consecutive Fiscal Months ending on the Saturday closest to January 31st of any
calendar year, subject to change in accordance with Section 7.13. 
 “Foreign Account Debtor” means an Account
Debtor which (i) does not maintain its chief executive office in the United States, Puerto Rico or Canada, and (B) is not organized under the laws of the United States, Puerto Rico, or Canada, or any state or province thereof. 

“Foreign Asset Control Regulations” has the meaning set forth in Section 10.18. 

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Lead
Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

“Foreign Vendor” means a Person that sells In-Transit Inventory to a Borrower. 

  
 35 







 “Foreign Vendor Agreement” means an agreement between a Foreign Vendor and the
Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and pursuant to which, among other things, the parties shall agree upon their relative rights with respect to In-Transit Inventory of a Borrower purchased
from such Foreign Vendor. 
 “Formation” means the creation of any Person by a Loan Party of any of its Subsidiaries. 

“FRB” means the Board of Governors of the Federal Reserve System of the United States. 

“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. 
 “GAAP”
means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently
applied. 
 “Governmental Authority” means the government of the United States or any other nation, or of any political
subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank). 

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person,
direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the
obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or
level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to
be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning. 

  
 36 







 “Guarantor” means each Restricted Subsidiary of the Lead Borrower in existence
on the Restatement Effective Date (other than another Borrower) and each other Restricted Subsidiary of the Lead Borrower that shall be required to execute and deliver a Facility Guaranty pursuant to Section 6.12. 

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law. 
 “Honor Date” has the meaning specified in Section 2.03(c)(i). 

“Incentive Program Assets” means the transferrable income tax credits
issuable to the Company under the Grow New Jersey Assistance Act pursuant to the Project Agreement, dated May __, 2014, by and between the Lead Borrower and the New Jersey Economic Development Authority, as the (as the same may be modified, changed,
and extended from time to time), which tax credits, the Lead Borrower, has agreed to sell to Apple Inc., pursuant to the Tax Credit Sale Agreement. 

“Increase Effective Date” shall have the meaning provided therefor in Section 2.15(c). 

“Incremental Equipment Reserve” means a Reserve established on the Amendment No.2 Effective Date,
initially in the amount of $5,000,000 (reducing dollar for dollar for prepayments of the Term Loan in accordance with clause (x) of the definition of “Permitted Indebtedness” but not less than $0), which Reserve may only be released
or reduced by the Agent, upon the receipt of notice from the Term Loan Agent with the prior written consent of the Required Lenders (as such term is defined in the Term Loan Credit Agreement). 

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not
included as indebtedness or liabilities in accordance with GAAP: 
 (a) all obligations of such Person for borrowed money and all obligations
of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; 
 (b) the maximum amount (after giving
effect to any prior drawings or reductions that may have been reimbursed) of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety
bonds and similar instruments; 
 (c) net obligations of such Person under any Swap Contract; 

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts and accrued
expenses payable in the ordinary course of business which are not past due more than sixty (60) days after their applicable due date and (ii) accruals for payroll and other liabilities accrued in the ordinary course of business); 

  
 37 







 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f) All Attributable Indebtedness of such Person; 

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such
Person or any other Person (including, without limitation, Disqualified Stock, or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary
liquidation preference plus accrued and unpaid dividends; and 
 (h) all Guarantees of such Person in respect of any of the foregoing.

 For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a
joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the
lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount
of any Indebtedness described in clause (e) above shall be the lower of the amount of the obligation and the fair market value of the assets of such Person securing such obligation. 

“Indemnified Taxes” means Taxes other than Excluded Taxes. 

“Indemnitees” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Intellectual Property” means all present and future: trade secrets, know-how and other proprietary information; trademarks,
trademark applications, internet domain names, service marks, trade dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia and other source and/or
business identifiers, and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world and including the goodwill associated therewith; copyrights, copyrightable works
(registered or unregistered) and copyright applications; (including copyrights for computer programs) and all tangible and intangible property embodying the copyrights, unpatented inventions (whether or not patentable); patents and patent
applications and patent disclosures; industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; 

  
 38 







 
books, records, writings, computer tapes or disks, flow diagrams, specification sheets, all rights in computer software including source codes, object codes, and executable code, data, databases
and other physical manifestations, embodiments or incorporations of any of the foregoing; all other intellectual property; and all common law and other rights throughout the world in and to all of the foregoing. 

“Intellectual Property Security Agreement” means the Intellectual Property Security Agreement, dated as of November 1,
2012, among the Loan Parties and the Administrative Agent, granting a Lien in the Intellectual Property and certain other assets of the Loan Parties, as amended and in effect from time to time. 

“Intercreditor Agreement” means the Intercreditor Agreement, dated
of even date herewith, among the Borrowers, the Guarantors, the Administrative Agent, and the Term Loan Agent in form and substance reasonably satisfactory to the Administrative Agent, as amended, restated,
supplemented or otherwise modified from time to time in accordance therewith and herewith. Notwithstanding anything to the contrary set forth herein, the Interceditor Agreement is a “Term Loan Intercreditor Agreement” for
all purposes in connection with this Agreement. 
 “Interest Payment Date” means, (a) as to any Loan other
than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, that, if any Interest Period for a LIBO Rate Loan exceeds three months, the respective dates that fall every three
months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the first day after the end of each month and the Maturity Date. 

“Interest Period” means, as to each LIBO Rate Loan, the period commencing on the date such LIBO Rate Loan is disbursed or
converted to or continued as a LIBO Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Lead Borrower in its Committed Loan Notice; provided, that: 

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; 

(c) no Interest Period shall extend beyond the Maturity Date; and 

(d) notwithstanding the provisions of clause (iii) unless Consented to by all Lenders, no Interest Period shall have a duration of less
than one (1) month, and if any Interest Period applicable to a LIBO Borrowing would be for a shorter period, such Interest Period shall not be available hereunder. 

  
 39 







 For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 
 “Internal Control
Event” means a material weakness in, or fraud that involves management or other employees who have a significant role in, the Lead Borrower’s and/or its Subsidiaries’ internal controls over financial reporting, in each case as
described in the Securities Laws. 
 “In-Transit Inventory” means Inventory of a Borrower which is in the possession of a
common carrier and is in transit from a Foreign Vendor of a Borrower from a location outside of the continental United States to a location of a Borrower that is within the continental United States. 

“Inventory” has the meaning given that term in the UCC, and shall also include, without limitation, all: (a) goods which
(i) are leased by a Person as lessor, (ii) are held by a Person for sale or lease or to be furnished under a contract of service, (iii) are furnished by a Person under a contract of service, or (iv) consist of raw materials, work
in process, or materials used or consumed in a business; (b) goods of said description in transit; (c) goods of said description which are returned, repossessed or rejected; and (d) packaging, advertising, and shipping materials
related to any of the foregoing. 
 “Inventory Reserves” means such reserves as may be established from time to time by the
Administrative Agent in its Permitted Discretion with respect to the determination of the saleability, at retail, of the Eligible Inventory or which reflect such other factors as affect the market value of the Eligible Inventory to the extent not
addressed in the calculation of Net Recovery Percentage. Without limiting the generality of the foregoing, Inventory Reserves may, in the Administrative Agent’s Permitted Discretion, include (but are not limited to) reserves based on:
(a) obsolescence; (b) seasonality; (c) Shrink; (d) imbalance; (e) change in Inventory character; (f) change in Inventory composition; (g) change in Inventory mix; (h) markdowns (both permanent and point of
sale); (i) retail markons and markups inconsistent with prior period practice and performance, industry standards, current business plans or advertising calendar and planned advertising events; (j) returns to vendors, (k) out-of-date
and/or expired Inventory, (l) inventory in the possession of any bailee, (m) damaged Inventory and (n) design room Inventory. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another
Person, or (c) any Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 

“IRS” means the United States Internal Revenue Service. 

  
 40 







 “ISP” means, with respect to any Letter of Credit, the “International
Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents” means with respect to any Letter of Credit, the Letter Credit Application, the Standby Letter of Credit
Agreement or Commercial Letter of Credit Agreement, applicable, and any other document, agreement and instrument entered into by the L/C Issuer and the applicable Borrower (or any Restricted Subsidiary) or in favor of the L/C Issuer and relating to
any such Letter of Credit. 
 “Joinder Agreement” means an agreement, in form reasonably satisfactory to the Administrative
Agent pursuant to which, among other things, a Person becomes a party to, and bound by the terms of, this Agreement and/or the other Loan Documents in the same capacity and to the same extent as either a Borrower or a Guarantor, as the
Administrative Agent may determine. 
 “Landlord Lien State” means such state(s) in which a landlord’s claim for rent
may have priority over the Lien of the Administrative Agent in any of the Collateral. 
 “Laws” means each international,
foreign, Federal, state, provincial and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority
charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, request, license, authorization and permit of, and agreement with, any Governmental Authority, in each case whether or
not having the force of law. 
 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or
extension of the expiry date thereof, or the increase of the amount thereof. 
 “L/C Issuer” means (a) Wells Fargo in
its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder (which successor may only be a Lender selected by the Administrative Agent and prior to the occurrence and continuance of an Event of
Default, the consent of the Lead Borrower) (b) any other Lender selected by the Administrative Agent in its discretion. The L/C Issuer may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the L/C
Issuer and/or for such Affiliate to act as an advising, transferring, confirming and/or nominated bank in connection with the issuance or administration of any such Letter of Credit, in which case the term “L/C Issuer” shall include
any such Affiliate with respect to Letters of Credit issued by such Affiliate. 
 “Lead Borrower” has the meaning specified
in the introductory paragraph hereto. 
 “L/C Obligations” means, as at any date of determination, the aggregate undrawn
amount available to be drawn under all outstanding Letters of Credit. For purposes of computing the amounts available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of any Rule under the ISP or any
article of UCP 600, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

  
 41 







 “Lease” means any agreement, whether written or oral, no matter how styled or
structured, pursuant to which a Loan Party is entitled to the use or occupancy of any space in a structure, land, improvements or premises for any period of time. 

“Leased Department” means the space licensed by any Loan Party from a Department Lessor pursuant to an applicable Leased
Department Agreement. 
 “Leased Department Agreements” means agreements entered into from time to time by any of the Loan
Parties, pursuant to which a Borrower licenses a portion of the space from a Department Lessor, including without limitation the agreements listed on Schedule 1.01(b), as the same may be amended, modified, replaced, extended or renewed from time to
time. 
 “Leased Department Receivable” means a Receivable owing by a Department Lessor to a Borrower arising out of a
Leased Department Agreement. 
 “Lender” has the meaning specified in the introductory paragraph hereto and, as the context
requires, includes the Swing Line Lender. 
 “Lending Office” means, as to any Lender, the office or offices of such Lender
described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Lead Borrower and the Administrative Agent. 

“Letter of Credit” means each Standby Letter of Credit and each Commercial Letter of Credit issued hereunder. 

“Letter of Credit Application” means an application for the issuance or amendment of a Letter of Credit in the form from time
to time in use by the L/C Issuer. 
 “Letter of Credit Expiration Date” means the day that is seven days prior to the
Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit
Fee” has the meaning specified in Section 2.03(i). 
 “Letter of Credit Sublimit” means an amount
equal to $15,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments. A permanent reduction of the Aggregate Commitments shall not require a corresponding pro rata reduction in the Letter of Credit
Sublimit; provided, that, if the Aggregate Commitments are reduced to an amount less than the Letter of Credit Sublimit, then the Letter of Credit Sublimit shall be reduced to an amount equal to (or, at Lead Borrower’s option,
less than) the Aggregate Commitments. 
 “LIBO Borrowing” means a Borrowing comprised of LIBO Rate Loans. 

  
 42 







 “LIBO Rate” means for any Interest Period with respect to a LIBO Rate Loan, the
rate per annum rate which appears on the Reuters Screen LIBOR01 page as of 11:00 a.m., London time, on the second London Business Day preceding the first day of such Interest Period (or if such rate does not appear on the Reuters Screen LIBOR01
Page, then the rate as determined by the Agent from another recognized source or interbank quotation), for a term, and in an amount, comparable to the Interest Period and the amount of the LIBO Rate Loan requested (whether as an initial LIBO Rate
Loan or as a continuation of a LIBO Rate Loan or as a conversion of a Base Rate Loan to a LIBO Rate Loan) by Borrowers in accordance with this Agreement (and, if any such rate is below zero, the LIBO Rate shall be deemed to be zero), which
determination shall be made by Administrative Agent and shall be conclusive in the absence of manifest error. If such rate is not available at such time for any reason, then the “LIBO Rate” for such Interest Period shall be the rate
per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the LIBO Rate Loan being made, continued or converted
by Wells Fargo and with a term equivalent to such Interest Period would be offered to Wells Fargo by major banks in the London interbank eurodollar market in which Wells Fargo participates at their request at approximately 11:00 a.m. (London time)
two Business Days prior to the commencement of such Interest Period. 
 “LIBO Rate Loan” means a Committed Loan that bears
interest at a rate based on the Adjusted LIBO Rate. 
 “Lien” means any mortgage, deed of trust, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any
conditional sale, any Lease or other agreement constituting or giving rise to a Capital Lease Obligation, Synthetic Lease Obligation, or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and
any financing lease having substantially the same economic effect as any of the foregoing). 
 “Liquidation” means the
exercise by the Administrative Agent of those rights and remedies accorded to it under the Loan Documents and applicable Law as a creditor of the Loan Parties with respect to the realization on the Collateral, including (after the occurrence and
during the continuation of an Event of Default) the conduct by the Loan Parties acting with the consent of the Administrative Agent, of any public, private or “going out of business”, “store closing”, or other
similarly themed sale or other disposition of the Collateral for the purpose of liquidating the Collateral. Derivations of the word “Liquidation” (such as “Liquidate”) are used with like meaning in this Agreement.

 “Loan” means an extension of credit by or on behalf of a Lender to a Borrower under Article II in the form of a
Committed Loan or a Swing Line Loan. 
 “Loan Account” has the meaning assigned to such term in
Section 2.11(a). 
 “Loan Cap” means, at any time of determination, the lesser of (a) the Aggregate
Commitments or (b) the Borrowing Base. 

  
 43 







 “Loan Documents” means this Agreement, each Note, each Issuer Document, the Fee
Letter, all Borrowing Base Certificates, the Blocked Account Agreements, the DDA Notifications, the Credit Card Notifications, the Security Documents, the Facility Guaranty, and any other instrument or agreement, including the
Term Loan Intercreditor Agreement and all other Term Loan Intercreditor Agreements, now or hereafter executed and delivered in connection herewith, or in connection with
any transaction arising out of any Cash Management Services and Bank Products provided by the Administrative Agent or any of its Affiliates, each as amended and in effect from time to time; provided, that, for purposes of the
definition of “Material Adverse Effect” and Article VIII, “Loan Documents” shall not include agreements relating to Cash Management Services and Bank Products. 

“Loan Parties” means, collectively, the Borrowers and the Guarantors. 

“London Business Day” means a day on which commercial banks are open for general business (including dealings in foreign
exchange and foreign currency deposits) in London, England. 
 “Material Adverse Effect” means (a) a material adverse
change in, or a material adverse effect upon, the operations, business, assets, liabilities (actual or contingent), or financial condition of any Loan Party or the Lead Borrower and its Subsidiaries taken as a
whole; provided, that, any non-cash adjustments to financial statements in respect of fiscal periods ending on or prior to December 31, 2016 Date as a result of a non-cash write off of a
$27,800,000 tax asset do not constitute material adverse changes; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material impairment of the
rights and remedies of the Agent or the Lenders under any Loan Document or a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. In determining
whether any individual event would result in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall be deemed to have occurred if the cumulative effect of such event and
all other then existing events would result in a Material Adverse Effect. 
 “Material Contract” means, with respect to any
Loan Party, each contract or agreement which is a “material contract” within the meaning of item 601(b)(10)(ii) of Regulation S-K (as in effect on the November 1, 2012), whether or not Lead Borrower and its Restricted
Subsidiaries are required to comply with the Securities Laws. 
 “Material Indebtedness” means (a) any individual
Indebtedness (other than the Obligations) of the Loan Parties and Restricted Subsidiaries in an aggregate principal amount exceeding $7,500,000, and (b) Permitted Term Loan Indebtedness. For purposes of determining the amount of Material
Indebtedness at any time, (i) the amount of the obligations in respect of any Swap Contract at such time shall be calculated at the Swap Termination Value thereof, (ii) undrawn committed or available amounts shall be included with respect
to Permitted Term Loan Indebtedness, and (iii) all amounts owing to all creditors under any combined or syndicated credit arrangement shall be included. 

“Maturity Date” means March 25, 2021.the
earliest of (a) January__, 2023, (b) the occurrence of an Event of Default under Sections 8.01(f) or (g) or (c) the acceleration of the Loans and the termination of the Commitments pursuant to Section 8.03. 

  
 44 







 “Maximum Rate” has the meaning provided therefor in Section 10.09.

 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto. 

“Mortgages” means each and every fee and leasehold mortgage or deed of trust, security agreement and assignment by and
between the Loan Party owning or holding the leasehold interest in the Real Estate encumbered thereby in favor of the Administrative Agent.”Mortgage Policy” has the meaning specified in the definition of Real Estate Eligibility
Requirements. As of the Amendment No. 3 Effective Date there are no Mortgages. 

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the
Lead Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

“Net Proceeds” means (a) with respect to any Disposition by any Loan Party or any of its Restricted Subsidiaries, or any
Extraordinary Receipt received or paid to the account of any Loan Party or any of its Restricted Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or
Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by
the applicable asset by a Lien permitted hereunder which is senior to the Administrative Agent’s Lien on such asset and that is required to be repaid (or to establish an escrow for the future repayment thereof) in connection with such
transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by such Loan Party or such Restricted Subsidiary in connection with such transaction (including, without
limitation, appraisals, and brokerage, legal, title and recording or transfer tax expenses and commissions) paid by any Loan Party to third parties (other than Affiliates), (C) taxes paid or reasonably estimated to be payable in connection
therewith, (D) in the case of any Disposition or casualty event by a non-Wholly-Owned Subsidiary, the pro-rata portion of the Net Proceeds thereof (calculated without regard to this clause (D)) attributable to minority interests and not
available for distribution to or for the account of the Borrowers or a Wholly-Owned Subsidiary as a result thereof, and (E) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with
GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrowers or their Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification obligations associated with such transaction, it being understood that “Net Proceeds” shall include the amount of any reversal (without the satisfaction of
any applicable liabilities in cash in a corresponding amount) of any reserve described in this clause (E); and 
 (b) with respect to the
sale or issuance of any Equity Interest by any Loan Party or any of its Restricted Subsidiaries, or the incurrence or issuance of any Indebtedness by any Loan Party or any of its Restricted Subsidiaries, the excess of (i) the sum of the cash
and Cash Equivalents received in connection with such transaction over (ii) the investment banking fees, underwriting discounts and commissions, costs and other reasonable and customary out-of-pocket expenses, incurred by such Loan Party or
such Restricted Subsidiary in connection therewith. 

  
 45 







 “Net Recovery Percentage” means the fraction, expressed as a percentage
(a) the numerator of which is the amount equal to the recovery on the aggregate amount of the applicable category of Eligible Inventory at such time on a “going out of business sale” basis for such Inventory, as set forth in the most
recent acceptable (as determined by Administrative Agent in its Permitted Discretion) inventory appraisal received by Administrative Agent, in accordance with the requirements of this Agreement, net of operating expenses, liquidation expenses and
commissions reasonably anticipated in the disposition of such assets and (b) the denominator of which is the Book Value of the aggregate amount of the Eligible Inventory subject to such appraisal. The Net Recovery Percentage shall be based on
the applicable percentage in the most recent acceptable (as determined by Administrative Agent in its Permitted Discretion) appraisal conducted as set forth in Section 6.10. 

“Non-Consenting Lender” has the meaning provided therefor in Section 10.01. 

“Non-Extension Notice Date” has the meaning specified in Section 2.03(b)(iii). 

“Non-Loan Party” means any Subsidiary of the Lead Borrower that is not a Loan Party. 

“Note” means (a) a promissory note made by the Borrowers in favor of a Lender evidencing Loans made by such Lender,
substantially in the form of Exhibit C-1, and (b) the Swing Line Note, as each may be amended, supplemented or modified from time to time. 

“NPL” means the National Priorities List under CERCLA. 

“Obligations” means (a) all advances to, and debts (including principal, interest,
fees (including any Early Termination Fee), costs, and expenses), liabilities, obligations, covenants, indemnities, and duties of, any Loan Party arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit (including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral therefor), whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees, costs, expenses and indemnities that accrue after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees, costs, expenses and indemnities are allowed claims in such proceeding, and (b) any Other Liabilities;
provided, that, the Obligations shall not include any Excluded Swap Obligations. 
 “Occurrence Update Schedules” means
each of Schedule 5.01 (Loan Parties Organizational Information), 5.05 (Material Indebtedness), 5.06 (Litigation), 5.09 (Environmental Matters), 5.10 (for primary casualty insurance policies that cover Collateral), 5.11 (Tax Sharing Agreements), 5.13
(Subsidiaries; Other Equity Investments), 5.17 (Intellectual Property Matters), and 5.21(b) (Credit Card Agreements). 

“OFAC” means the U.S. Department of Treasury Office of Foreign Assets Control. 

  
 46 







 “OFAC Lists” means, collectively, the SDN List and/or any other list of
terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable executive orders. 

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and
the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement;
(c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such
entity, and (d) in each case, all shareholder or other equity holder agreements, voting trusts and similar arrangements to which such Person is a party or which is applicable to its Equity Interests and all other arrangements relating to the
Control or management of such Person. 
 “Other Liabilities” means (a) any obligation on account of
(i)a) any Cash Management Services furnished to any of the Loan Parties or any of their Restricted Subsidiaries and/or
(iib) any transaction with Administrative Agent or any of its Affiliates, which arises out of any Bank Product entered into with any Loan Party and any such Person, as each
may be amended from time to time; and (b) any liability with respect to Factored Receivables. 
 “Other
Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. 
 “Outstanding Amount” means
(a) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case
may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the
aggregate amount of the L/C Obligations as of such date. 
 “Overadvance” means a Credit Extension to the extent that,
immediately after its having been made, Excess Availability is less than zero. 
 “Parent” means
Orchestra-Premaman S.A., a société anonyme organized under the laws of France. 

“Participant” has the meaning specified in Section 10.06(d). 

“Patriot Act” shall have the meaning specified in Section 10.17. 

  
 47 







 “Payment Conditions” means, at the time of determination with respect to any
specified transaction or payment, that (a) as of the date of any such transaction or payment, and after giving effect thereto no Event of Default then exists or would arise as a result of entering into such transaction or the making such
payment, (b) as of the date of any such transaction or payment, and after giving effect to any such transaction or payment, on a pro forma basis using the most recent calculation of the Borrowing Base immediately prior to any such payment,
Excess Availability shall be not less than fifteentwenty percent (1520%) of the lesser of
(i) the Borrowing Base (calculated without giving effect to the Term Loan Reserve) or (ii) the Aggregate Commitments, and (c) Administrative Agent shall have received projections (in form satisfactory to Administrative Agent in its
Permitted Discretion) for the sixtwelve (612) month period after the date of such
transaction or payment showing, on a pro forma basis after giving effect thereto, minimum Excess Availability at all times during such period of not less than fifteen(i)
twenty-five percent (15%) of the lesser of (i) the Borrowing Base25%) or (ii) solely with respect
to payments to be made under Section 7.06(a), fifty percent (50%) of (x) the Aggregate Commitments plus (y) the outstanding principal balance of the Term Loans.
Prior to (A) undertaking a Permitted Acquisition, (B) incurring any Material Indebtedness or (C) making of any Permitted Investment or Restricted Payment in excess of
$5,000,0001,000,000 which is subject to the satisfaction of Payment Conditions, the Loan Parties shall deliver to the Administrative Agent evidence of satisfaction of the
conditions contained in clause (b) and (c) above on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent. 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“PCAOB” means the Public Company Accounting Oversight Board. 

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Lead Borrower or any ERISA Affiliate or to which the Lead Borrower or any ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. 

“Periodic Update Schedules” shall mean each of Schedules 5.08(b)(1) (Owned Real Estate), 5.08(b)(2) (Leased Real Estate),
5.10 (for policies other than primary casualty policies that cover Collateral), 5.21(a) (Demand Deposit Accounts), 7.01 (Existing Liens), 7.02 (for Investments greater than $5,000,000 (Existing Investments), and 7.09 (Transactions with Affiliates).

 “Permitted Acquisition” means: 

(a) an Acquisition or Formation of any Excluded Subsidiary, so long as (i) no Event of Default then exists or would arise from the
consummation of such Acquisition or Formation; and (ii) as of the date of any such Acquisition or Formation, and after giving effect thereto, the Loan Parties shall have satisfied the Payment Conditions; and 

  
 48 







 (b) any other Acquisition or Formation in which all of the following conditions are satisfied:

 (i) no Default or Event of Default then exists or would arise from the consummation of such Acquisition or Formation; 

(ii) in the case of an Acquisition of a majority (or more) of the Equity Interests of a Person, such Acquisition shall have been approved by
the Board of Directors of the Person (or similar governing body if such Person is not a corporation) which is the subject of such Acquisition and such Person shall not have announced that it will oppose such Acquisition or shall not have commenced
any action which alleges that such Acquisition shall violate applicable Law; 
 (iii) in the case of any Acquisition where the consideration
to be paid for such Acquisition equals or exceeds $2,000,000, the Lead Borrower shall have furnished the Administrative Agent with thirty (30) days’ prior written notice of such intended Acquisition and shall have furnished the
Administrative Agent with a current draft of the Acquisition Documents (and final copies thereof as and when executed), a summary of any due diligence undertaken by the Loan Parties in connection with such Acquisition, appropriate financial
statements of the Person which is the subject of such Acquisition, pro forma projected financial statements for the twelve (12) month period following such Acquisition after giving effect to such Acquisition (including balance sheets, cash
flows and income statements by month for the acquired Person, individually, and on a Consolidated basis with all Loan Parties), and such other information as the Administrative Agent may reasonably require, all of which shall be reasonably
satisfactory to the Administrative Agent; 
 (iv) after giving effect to the Acquisition or Formation, if the Acquisition is an Acquisition
of the Equity Interests, a Loan Party shall acquire and own, directly or indirectly, a majority of the Equity Interests in the Person being acquired and shall Control a majority of any voting interests or shall otherwise Control the governance of
the Person being acquired or formed; 
 (v) such Acquisition or Formation shall be with respect to an operating company or division or line
of business that engages in a line of business substantially similar, reasonably related or incidental to, or a logical extension of, the Business; 

(vi) if the Person which is the subject of such Acquisition or Formation will be maintained as a Restricted Subsidiary of a Loan Party, or if
the assets acquired in an acquisition will be transferred to a Subsidiary which is to be a Loan Party, such Subsidiary shall have been joined as a “Borrower” hereunder or as a Guarantor, as the Administrative Agent shall determine
in its Permitted Discretion, and the Administrative Agent shall have received a first priority security and/or mortgage interest (except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except as to the
Term Loan Priority Collateral, for the Liens of the Term Loan Agent to the extent provided in the Term Loan Intercreditor Agreement) in such Subsidiary’s Equity Interests, Inventory, Accounts, Real Estate and other property of the same nature
as constitutes collateral under the Security Documents; provided, that, in the event such Subsidiary is joined as a “Borrower” the assets of such Person will only be eligible after a satisfactory field examination,
appraisals and legal diligence is conducted by Administrative Agent in its Permitted Discretion; and 

  
 49 







 (vii) as of the date of any such investment or acquisition and the date of any payment in
respect thereof, and after giving effect thereto, the Loan Parties shall have satisfied the Payment Conditions. 
 “Permitted
Discretion” means, as used in this Agreement, with reference to the Administrative Agent, a determination made in good faith in the exercise of its reasonable business judgment based on how an asset-based lender with similar rights
providing a credit facility of the type set forth herein would act in similar circumstances at the time with the information then available to it. 

“Permitted Disposition” means any of the following so long as no Event of Default exists or will result therefrom: 

(a) Dispositions of Inventory in the ordinary course of business which for this purpose does not include any Disposition in connection with a
Store closing or sale of a Store location; 
 (b) bulk sales or other Dispositions of the Inventory of a Loan Party in connection with the
closing of retail store locations, locations within department or specialty stores or other locations in which a Loan Party leases or licenses a portion of the space in such store in the ordinary course of the business of such Loan Party, in an
arm’s length transaction, provided, that, (i) such closings and related sales or other Dispositions of Inventory shall not exceed (A) in any Fiscal Year of the Lead Borrower, twenty percent (20%) of the retail
stores of Loan Parties (which does not include store relocations, locations which are closed in connection with the opening of a combination store or superstore, locations within department or specialty stores or other locations in which a Loan
Party leases or licenses a portion of such store or international locations where Inventory is not included in the Collateral) in any Fiscal Year of the Lead Borrower as of the beginning of such Fiscal Year (net of openings of new retail store
locations) and (B) in the aggregate from and after NovemberJanuary 1, 2012,2018,
thirty-five percent (35%) of the retail store locations of Loan Parties (which does not include store relocations, locations which are closed in connection with the opening of a combination store or superstore, locations within department or
specialty stores or other locations in which a Loan Party leases or licenses a portion of such store or international locations where Inventory is not included in the Collateral) in existence as of November 1, 2012 (net of new store
openings),January 1, 2018, and (ii) all sales of Inventory in connection with Store closings shall be in accordance with liquidation agreements and with professional
liquidators reasonably acceptable to Administrative Agent; provided, that, (A) all Net Proceeds received in connection therewith are applied to the Obligations if then required in accordance with Section 2.05 hereof,
and (B) no such liquidation agreement or professional liquidators shall be required to the extent such sales of Inventory are limited to the closing of a single Store; 

(c) non-exclusive licenses of Intellectual Property of a Loan Party in the ordinary course of business, so long as such Dispositions are
permitted under the terms of the Term Loan Documents; 

  
 50 







 (d) licenses for the conduct of licensed departments within the Loan Parties’ Stores in the
ordinary course of business; provided, that, if requested by the Administrative Agent, the Administrative Agent shall have entered into an intercreditor agreement with the Person operating such licensed department on terms and
conditions reasonably satisfactory to the Administrative Agent; 
 (e) Dispositions of obsolete, worn out, used or surplus Equipment, whether
now owned or hereafter acquired, in the ordinary course of business and Dispositions of property, no longer used or useful in the conduct of the business of the Loan Parties; 

(f) sales, transfers and Dispositions among the Loan Parties or by any Restricted Subsidiary to a Loan Party; 

(g) [Reserved];sales of State of New Jersey income tax credits by Lead
Borrower to Apple Inc., pursuant to the Tax Credit Sale Agreement (as in effect on the Amendment No. 3 Effective Date); 
 (h)
(i) the making of Permitted Investments, (ii) the granting of or suffering to permit of Permitted Encumbrances, (iii) transactions permitted under Section 7.04, (iv) the making of Restricted Payments permitted under
Section 7.06, and (v) transfers of property subject to a Casualty Event upon receipt of the Net Proceeds of such Casualty Event; 

(i) sales of Real Estate of any Loan Party (or sales of any Person or Persons created to hold such Real Estate or the Equity Interests in such
Person or Persons), including sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms; 
 (j) the sale
or abandonment of Intellectual Property of a Loan Party or any of its Subsidiaries in the ordinary course of business that is not material and is no longer used or useful in the business of any Loan Party, is not affixed to or used in connection
with any of the Collateral or any of the books and records of such Loan Party relating to the Collateral and in the case of abandonment, does not have any material value, so long as such actions are permitted under the terms of the Term Loan
Documents; 
 (k) Dispositions by or of any Excluded Subsidiary (including the Equity Interests thereof); 

(l) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary
course of business of any Loan Party and which do not materially interfere with the business of the Loan Parties, taken as a whole; 
 (m)
Dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; 

  
 51 







 (n) the sale or discount of Receivables arising in the ordinary course of business but only in
connection with the collection or compromise thereof; provided, that, no sale or discount of Eligible Credit Card Receivables, Eligible Trade Receivables, or Eligible Receivables shall be permitted pursuant to this clause
(n) unless the applicable Loan Party shall have (i) delivered to the Administrative Agent written notice of such disposition in reasonable detail and (ii) if requested by Administrative Agent an updated Borrowing Base Certificate;

 (o) to the extent allowable under Section 1031 of the Code (or comparable or successor provision), any exchange of like property
(excluding any boot thereon permitted by such provision) for use in any business conducted by the Loan Parties that is not in contravention of Section 7.08 other than Accounts and Inventory; 

(p) the unwinding of any Swap Contract; 

(q) (i) any involuntary loss, damage or destruction of property of any Loan Party or (ii) any involuntary condemnation, seizure or
taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property of any Loan Party; 
 (r)
Dispositions of cash and Cash Equivalents in a manner that is not prohibited by this Agreement or the other Loan Documents; 
 (s) sales or
other Dispositions of assets of the Loan Parties in connection with the Disposition of any Real Estate, buildings or related assets, or the sale or other Disposition of any line of business and related assets and liabilities (in each case,
excluding Term Loan Priority Collateral), provided, that, as to any such sale or other Disposition, each of the following conditions is satisfied: 

(i) in the event of a Disposition of any line of business and related assets and liabilities, not less than seventy-five percent (75%) of
the consideration to be received by the Loan Parties shall be paid or payable in cash and shall be paid contemporaneously with consummation of the transaction or otherwise on terms and conditions reasonably satisfactory to Administrative Agent, 

(ii) the consideration received by such Loan Party in respect of the sale or other Disposition of such assets shall be for the fair value of
such assets determined in a commercially reasonable manner based on an arm’s length transaction, 
 (iii) in the case of any sale or
other Disposition of any Real Estate, buildings or related assets, or the sale or other Disposition of any line of business and related assets and liabilities that includes any assets of a
category included in the Borrowing Base, as of the date of such sale or other Disposition and after giving effect thereto, using the most recent calculation of the Borrowing Base prior to the date of any such sale or other Disposition, on a pro
forma basis, Excess Availability shall be not less than twenty percent (20%) of the lesser of (A) the Aggregate Commitments or (B) the Borrowing Base (calculated without giving effect to the Term Loan Reserve), and Administrative
Agent shall have received an updated Borrowing Base Certificate reflecting the Disposition of such assets, 

  
 52 







 (iv) at any time a Cash Dominion Event exists, the Net Proceeds from any such sale or other
Disposition, shall be applied to the Obligations (subject to the Term Loan Intercreditor Agreement) to the extent required herein, 

(v) if the aggregate book value of the assets subject to the applicable Disposition exceeds $10,000,000, prior to such Disposition, Lead
Borrower shall provide to Administrative Agent updated financial projections (after giving effect to such Disposition for the twelve (12) month period following such Disposition), 

(vi) in the case of any
sale or other Disposition of any Real Estate, buildings or related assets, or the sale or other Disposition of any line of business and related assets and liabilities that includes any assets consisting of Term Loan Priority Collateral, in addition
to the satisfaction of clauses of this subsection (s), in addition, such sale of Term Loan Priority Collateral shall be consummated in accordance with the terms of the Term Loan Documents (as in effect on the Amendment No. 3 Effective Date) or
otherwise with the consent of the Term Loan Agent and Term Loan Lenders as required therein; and 

(vii) (vi) as of the date of any such sale or other
Disposition, and in each case after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; 

(t) the issuance and sale by Lead Borrower of Equity Interests of Lead Borrower (including any purchase option, call or similar right of a
third party with respect to the Equity Interests of the Lead Borrower) after the date hereof; provided, that, (i) Lead Borrower shall not be required to pay any cash dividends or repurchase or redeem such Equity Interests or make
any other payments in respect thereof except to the extent permitted by Section 7.06, and (ii) at any time during the occurrence and continuance of a Cash Dominion Event, all of the Net Proceeds of the sale and issuance of such
Equity Interests shall be applied to the Obligations (subject to the Term Loan Intercreditor Agreement) if then required in accordance with Section 2.05 hereof, and 

(u) other Dispositions of property by Loan Parties and Restricted Subsidiaries not otherwise permitted pursuant to clauses (a) through
(t) above (but not includingfor the avoidance of doubt, such Dispositions shall in any event not include any Revolving Loan Priority Collateral), the proceeds of which
when aggregated with the proceeds of all other Dispositions made pursuant to this clause (u) in any Fiscal Year are less than $1,000,000; provided, that, the Net Proceeds thereof shall be applied or held as required hereunder.

 “Permitted Encumbrances” means: 

(a) Liens for Taxes that are not yet delinquent (and remain payable without penalty) or are being contested in compliance with
Section 6.04; 
 (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like
Liens imposed by applicable Law, arising in the ordinary course of business and securing obligations that are not overdue or if they are overdue the amount secured is not in excess of $250,000 individually, and $2,000,000 in the aggregate or are
otherwise being contested in compliance with Section 6.04; 

  
 53 







 (c) (i) pledges and deposits of cash and Cash Equivalents made in the ordinary course of
business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, other than any Lien imposed by ERISA and (ii) pledges and deposits of cash and Cash Equivalents in the ordinary course
of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance
to any Loan Party or any Subsidiary thereof; 
 (d) deposits of cash and Cash Equivalents to secure the performance of bids, trade contracts,
governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and
environmental obligations) incurred in the ordinary course of business; 
 (e) Liens in respect of judgments that would not constitute an
Event of Default hereunder; 
 (f) easements, covenants, conditions, restrictions, encroachments, building code laws, zoning restrictions,
rights-of-way, protrusions and similar encumbrances and title defects affecting real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and that in the aggregate do not materially
detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Loan Parties, taken as a whole and such other title defects or survey matters in the aggregate that are disclosed by current surveys
that, in each case, do not materially interfere with the current use of the Real Estate; 
 (g) Liens existing on the date
hereofAmendment No. 3 Effective Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided, that, (i) the property covered
thereby is not changed, (ii) the amount secured or benefited thereby is not increased, (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or
benefited thereby is otherwise permitted hereunder); 
 (h) purchase money Liens on improvements to, fixtures located on, Equipment located
at or on, or the construction of any addition to any Real Estate or additional buildings at any Real Estate securing Indebtedness permitted under clause (l) of the definition of Permitted Indebtedness so long as (i) such Liens and
the Indebtedness secured thereby are incurred prior to or within sixty (60) days after such acquisition, (ii) the Indebtedness secured thereby does not exceed the cost of acquisition of such fixed or capital assets and (iii) such
Liens shall not extend to any other property or assets of the Loan Parties other than the proceeds of the disposition of such Real Estate, fixtures or Equipment; 

(i) Liens in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties pursuant to the Loan
Documents to secure the Obligations; 

  
 54 







 (j) Statutory or common law Liens of landlords and other like Liens or other customary Liens
(other than in respect of Indebtedness) in favor of landlords, so long as, in each case, such Liens arise in the ordinary course of business and secure obligations not overdue for a period of more than thirty (30) days; 

(k) possessory Liens in favor of brokers and dealers arising in connection with the acquisition or disposition of Investments owned as of the
date hereof and Permitted Investments, provided, that, such liens (i) attach only to such Investments and the proceeds thereof and (ii) secure only obligations incurred in the ordinary course and arising in connection with
the acquisition or disposition of such Investments and not any obligation in connection with margin financing; 
 (l) Liens arising solely by
virtue of any statutory or common law provisions relating to banker’s liens, liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained
with depository institutions or securities intermediaries; 
 (m) purported Liens arising from precautionary UCC filings or similar public
filings regarding operating leases or the consignment of goods; 
 (n) voluntary Liens on property (other than property of the type included
in the Borrowing Base) in existence at the time such property is acquired pursuant to a Permitted Acquisition or on such property of a Subsidiary of a Loan Party in existence at the time such Subsidiary is acquired pursuant to a Permitted
Acquisition; provided, that, such Liens are not incurred in connection with or in anticipation of such Permitted Acquisition and do not attach to any other assets of any Loan Party or any Restricted Subsidiary; 

(o) Liens or rights of setoff against credit balances of Borrowers with Credit Card Issuers or Credit Card Processors or amounts owing by such
Credit Card Issuers or Credit Card Processors to Loan Parties in the ordinary course of business, but not Liens on or rights of setoff against any other property or assets of Loan Parties, pursuant to the Credit Card Agreements to secure the
obligations of Loan Parties to the Credit Card Issuers or Credit Card Processors as a result of fees and chargebacks; 
 (p) Liens on
Inventory in favor of customs and revenues authorities imposed by applicable Law arising in the ordinary course of business in connection with the importation of goods; 

(q) Liens on the fixed or capital assets acquired by any Loan Party with the proceeds of the Indebtedness described in clause (c) of the
definition of “Permitted Indebtedness” below so long as (A) such Liens and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition, (B) the Indebtedness secured thereby
consists only of the Indebtedness that was incurred to pay the purchase price for the purchase or acquisition of the property and such Indebtedness does not exceed the cost or fair market value, whichever is lower, of the property being acquired on
the date of acquisition, and (C) such Liens shall not extend to any other property or assets of the Loan Parties; 

  
 55 







 (r) Liens on the Collateral to secure the Permitted Term Loan Indebtedness, provided,
that, such Liens are on the terms and conditions described the definition of the term “Permitted Term Loan Indebtedness” and such Liens on the Revolving Loan Priority Collateral are subordinated to the Liens in favor of the
Administrative Agent on such Revolving Loan Priority Collateral and are otherwiseat all times subject to the terms of the Term Loan Intercreditor Agreement applicable
thereto; 
 (s) encumbrances referred to in Schedule B of the Mortgage Policies insuring the
Mortgages;Reserved; 
 (t) leases, licenses, subleases or sublicenses
granted to others in the ordinary course of business which do not (i) interfere in any material respect with the business of the Loan Parties, taken as a whole, or (ii) secure any Indebtedness; 

(u) Liens relating to banker’s Liens (including Liens of a collection bank arising under Section 4-208 of the Uniform Commercial
Code), Liens in favor of securities intermediaries, rights of setoff or similar rights and remedies as to deposit accounts or securities accounts or other funds maintained with depository institutions or securities intermediaries in the ordinary
course of business only to secure customary fees and charges related to the maintenance and operation of accounts maintained with such depository institution or securities intermediaries; 

(v) Liens solely on any Cash deposits or Cash Equivalents of any Loan Party (other than Qualified Cash) by the Loan Parties in connection with
any letter of intent or purchase agreement in respect of any Permitted Investment; 
 (w) any interest or title of a lessor, sublessor,
licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under any lease entered into in the ordinary course of business; 

(x) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods (including Inventory
having a Value not in excess of $1,000,000) entered into by any Loan Party in the ordinary course of business; 
 (y) Liens that are
contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness (other than Indebtedness described in clause (e) of the definition thereof),
(ii) relating to pooled deposit or sweep accounts of any Loan Party to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of such Loan Party and (iii) relating to purchase orders and other
agreements entered into with customers of any Loan Party in the ordinary course of business; 
 (z) Liens on insurance policies owned by any
Loan Party and the proceeds thereof securing the financing of the premiums with respect thereto; 
 (aa) deposits of cash and Cash
Equivalents made by any Loan Party held by the owner or lessor of premises leased and operated by any of the Loan Parties in the ordinary course of business of the Loan Parties to secure the performance of the Loan Parties’ obligations under
the terms of the lease for such premises; 

  
 56 







 (bb) transactions described in Section 7.01 that constitute Dispositions to the
extent that such Dispositions are Permitted Dispositions; 
 (cc) Liens on the Equity Interests of Lead Borrower in favor of third parties
consisting of any purchase options, calls or similar rights of third parties; and 

(dd) Liens on Real Estate (together with Liens on improvements, fixtures and Equipment located on such Real Estate) securing Indebtedness to
the extent such Indebtedness is permitted under clause (f) of the definition of Permitted Indebtedness (and any Permitted Refinancing thereof) so long as such Liens do not extend to any other property or assets (other than proceeds) of the Loan
Parties other than such Real Estate (or fixtures, improvements, or Equipment located thereon);  
 (ee) Reserved;
and 
 (ff) Liens on Permitted Financed FFE in connection with any Permitted FFE Financing permitted under clause
(x) of the definition of “Permitted Indebtedness; provided, that (i) the Indebtedness secured thereby does not exceed the fair market value (in place) of the Permitted Financed FFE, and (ii) such Liens shall not extend to any
property or assets of the Loan Parties other than the Permitted Financed FFE and proceeds thereof”.  

“Permitted FFE Financing” means Indebtedness secured by Liens on the Permitted Financed FFE, and
which is otherwise on terms and conditions reasonably satisfactory to Administrative Agent. 
 “Permitted
FFE Financing Proceeds” has the meaning set forth in clause (x) of the “Permitted Indebtedness” definition. 

“Permitted Financed FFE” means the furniture, fixtures and Equipment listed on Schedule
1.01(c). “Permitted Holders” means (a) the Controlling Shareholder, any of the existing beneficial owners of the equity interests in the Controlling Shareholder, and their controlled Affiliates and
immediate family members, and any of their respective spouses or lineal descendants including, in each case, stepchildren and family members by adoption (each, a “Family Member”), (b) any trust the sole beneficiaries of which are
Family Members, and (c) the heirs at law and the estate and the beneficiaries thereof of a Family Member. 

“Permitted Indebtedness” means each of the following as long as no Event of Default exists on the date of such incurrence or
would arise from the incurrence thereof: 
 (a) Indebtedness and other obligations outstanding on the date
hereofAmendment No. 3 Effective Date and listed on Schedule 7.03(a) and any Permitted Refinancing thereof; 

  
 57 







 (b) Indebtedness of (i) any Loan Party to any other Loan Party and (ii) any Loan Party
to any Excluded Subsidiary to the extent such Indebtedness is subordinated on terms and conditions reasonably satisfactory to the Administrative Agent in its Permitted Discretion; 

(c) purchase money Indebtedness of any Loan Party to finance the acquisition of any fixed or capital assets (other than Real Estate), including
Capital Lease Obligations and Synthetic Lease Obligations and Indebtedness under the Wells Fargo Equipment Financing Documents , and any Indebtedness assumed in connection with the
acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof; provided,
that, the aggregate principal amount of Indebtedness permitted by this clause (c) shall not exceed
$15,000,00025,000,000 in at any time outstanding, plus Additional PMSI Indebtedness up to a maximum amount outstanding at any time not to exceed the Additional
Maximum PMSI Debt Amount; 
 (d) obligations (contingent or otherwise) of any Loan Party existing or arising under any Swap
Contract, provided, that, such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, commodities pricing
risks or foreign exchange rates, and not for purposes of speculation or taking a “market view”; 
 (e) contingent
liabilities under performance, bid, appeal and surety bonds and performance and completion guarantees or similar obligations or obligations incurred in respect of letters of credit, bank guarantees or similar instruments related thereto, in each
case, incurred in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect
to reimbursement-type obligations regarding worker compensation claims; 
 (f) Indebtedness incurred for the construction or acquisition or
improvement of, or to finance or to refinance, any Real Estate owned by any Loan Party (including therein any Indebtedness incurred in connection with sale-leaseback transactions), provided, that, all Net Proceeds received in
connection with any such Indebtedness are applied to the Obligations to the extent the failure to do so would result in a Cash Dominion Event; 

(g) unsecured Indebtedness incurred with respect to any Permitted Acquisition, any other Permitted Investment or any Permitted Disposition, in
each case, to the extent constituting customary indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; 

(h) Indebtedness of any Person that becomes a Subsidiary of a Loan Party as a result of a Permitted Acquisition, which Indebtedness is existing
at the time such Person becomes a Subsidiary of a Loan Party (other than Indebtedness incurred solely in contemplation of such Person’s becoming a Subsidiary of a Loan Party); provided, that, the foregoing shall not restrict the
incurrence of Indebtedness by an Excluded Subsidiary in connection with the Permitted Acquisition thereof; 
 (i) the Obligations; 

  
 58 







 (j) Reserved; 

(k) Reserved; 
 (l) Indebtedness
to finance the acquisition, construction, repair, replacement or improvement of (i) additional or replacement buildings and/or Real Estate (or an addition or additions to such Real Estate) for distribution, warehousing or office space, and
(ii) any improvements, fixtures or Equipment for any buildings or Real Estate of a Loan Party, in each case, only to the extent secured by Liens permitted under clause (h) of the definition of Permitted Encumbrances; 

(m) unsecured Indebtedness in the aggregate principal amount of up to $75,000,000 at any time outstanding (which Indebtedness may include the
issuance, redemption or repurchase of Disqualified Stock), provided, that, as to any such Indebtedness (i) such Indebtedness shall be on commercially reasonable terms and conditions with market rate
pricing and otherwise on terms acceptable to the Administrative Agent and shall have a maturity date that is at least ninety-one (91) days after the Maturity Date, (ii) as of the
date of the incurring of any such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (iii) if such Indebtedness is owed to a seller of assets to any Loan Party, it is
expressly subordinate in right of payment to the prior payment in full of the Obligations and otherwise subject to related subordination provisions on terms reasonably acceptable to Administrative Agent; 

(n) Permitted Term Loan Indebtedness; provided, that, so long as the Term Loan Obligations evidenced by the Term Loan Credit Agreement
and the other Term Loan Documents have not been repaid in full and the Term Loan Documents terminated, Loan Parties shall not occur incur any other Permitted Term Loan Indebtedness; 

(o) unsecured guarantees made by any Loan Party in the ordinary course of business of the obligations of suppliers, customers, franchisees and
licensees of the Loan Parties; 
 (p) guarantees by any Loan Party of Indebtedness of any other Loan Party with respect to Indebtedness
otherwise permitted to be incurred pursuant to Section 7.02, 
 (q) Indebtedness consisting of (i) the financing of
insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business, 

(r) Indebtedness representing deferred compensation to employees of the Loan Parties incurred in the ordinary course of business, 

(s) Indebtedness consisting of obligations of the Loan Parties under deferred compensation or other similar arrangements with employees
incurred by such Loan Party in connection with Permitted Acquisitions or any other Investment permitted hereunder, 
 (t) Indebtedness to
current or former officers, directors, managers, consultants and employees, their respective estates, spouses, former spouses or domestic partners to finance the purchase or redemption of Equity Interests in the Lead Borrower permitted by
Section 7.01, 

  
 59 







 (u) cash management obligations and other Indebtedness in respect of netting services, automatic
clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business; 

(v) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations
provided by the Loan Parties or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business; and

 (w) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
obligations described in clauses (a) through (v) above;(x) Permitted FFE Financing, provided, however, that in connection with any Permitted FFE Financing (or all such financings in the aggregate), Borrowers shall prepay the Term
Loans in an aggregate amount that is the lesser of (i) $5,000,000 and (ii) the net proceeds to the Borrower of the Permitted FFE Financing after paying all amounts due under the Wells Equipment Financing Documents in order to terminate the
financing thereunder and secure the release of the equipment financed thereunder, and deducting the fees, costs and expenses of the Permitted FFE Financings (the “Permitted FFE Financing Proceeds”). 

“Permitted Investments” means each of the following as long as no Event of Default exists or would arise from the making of
such Investment: 
 (a) Investments in cash and Cash Equivalents, 

(b) Investments existing on the Restatement Effective Date and set forth on Schedule 7.02, and any modifications, replacements,
renewals, reinvestments or extensions of any of the foregoing but not any increase in the amount thereof except pursuant to the terms of such Investment (as in effect on the Restatement Effective Date); 

(c) [Reserved]; 
 (d)
(i) Investments (including capital contributions, loans or advances) by any Loan Party and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by any Loan Party and its Subsidiaries
in Loan Parties, and (ii) additional Investments by the Loan Parties in Subsidiaries that are Non-Loan Parties, provided, that, in the case of this clause (ii), as of the date of such Investment and after giving effect thereto,
each of the Payment Conditions shall be satisfied; 
 (e) Investments consisting of extensions of credit in the nature of accounts receivable
or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors; 

  
 60 







 (f) guarantees by any Loan Party of leases (other than Capitalized Leases) or of other
obligations that do not constitute Indebtedness in the ordinary course of business; 
 (g) Investments by any Loan Party in Swap Contracts
permitted under clause (d) of the definition of “Permitted Indebtedness”; 
 (h) Investments (including debt
obligations and Equity Interests) received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and other disputes with, customers and suppliers, in each case in the ordinary course of business or upon the
foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment; 
 (i) loans or
advances to officers, directors, partners and employees of the Loan Parties in the ordinary course of business in an amount not to exceed $200,000 to any individual at any time or in an aggregate amount not to exceed $500,000 at any time
outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; 
 (j) Investments constituting Permitted
Acquisitions; and 
 (k) asset purchases (including purchases of inventory, supplies and materials) and the licensing or contribution of
Intellectual Property pursuant to joint marketing arrangements with other Persons, in each case in the ordinary course of business; 
 (l)
Investments permitted pursuant to Sections 7.01, 7.03, 7.04, 7.05 and 7.06; 
 (m) promissory notes and
other noncash consideration permitted to be received in accordance with the terms of this Agreement in connection with Permitted Dispositions, Restricted Payments permitted to be made in accordance with Section 7.06 and Permitted
Acquisitions; 
 (n) Investments in the ordinary course of business consisting of endorsements for collection or deposit and customary trade
arrangements with customers; 
 (o) advances of payroll payments to employees in the ordinary course of business; 

(p) loans and advances made by Loan Parties to the Lead Borrower in lieu of, and not in excess of the amount of (after giving effect to any
other such loans or advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to the Lead Borrower in accordance with Section 7.06; 

(q) Investments held by a Loan Party acquired after the Restatement Effective Date or of a Person merged into such Loan Party or merged or
consolidated with such Loan Party (other than the Lead Borrower) in accordance with Section 7.04 after the Restatement Effective Date to the extent that such Investments were not made in contemplation of or in connection with such
acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; 

  
 61 







 (r) Investments to the extent that payment for such Investments is made solely with Equity
Interests (other than Disqualified Equity Interests) of the Lead Borrower; 
 (s) Investments in any Rabbi Trust in order to fund accrued
benefits under any SERP, provided, that, prior to or contemporaneously with the formation of any such Rabbi Trust, the applicable Loan Party has granted a first priority Lien thereon in favor of Agent for the benefit of the Secured Parties to secure
the Obligations; 
 (t) Investments made by Excluded Subsidiaries, provided, that, to the extent such Investments are loans and
advances to any Loan Party or Restricted Subsidiary such loans and advances shall be subordinated to the payment in full of the Obligations on terms and conditions acceptable to the Administrative Agent in its Permitted Discretion; and 

(u) other Investments (other than Permitted Acquisitions which shall be permitted upon the satisfaction of the conditions set forth in the
definition thereof), to the extent that, as of the date of such Investment and the date of any payment in respect thereof, and after giving effect thereto, the Payment Conditions are satisfied. 

“Permitted Orchestra Merger” means the merger between Merger Sub and Lead Borrower pursuant to the
Orchestra Merger Agreement, provided all of the Conditions Precedent set forth in Section 2 of Amendment No. 1 have been satisfied. 

“Permitted Overadvance” means an Overadvance made by the Administrative Agent, in its discretion, which: (a) is made to
maintain, protect or preserve the Collateral and/or the Secured Parties’ rights under the Loan Documents or which is otherwise for the benefit of the Secured Parties; or (b) is made to enhance the likelihood of, or to maximize the amount
of, repayment of any Obligation; (c) is made to pay any other amount chargeable to any Loan Party hereunder; and (d) together with all other Permitted Overadvances then outstanding, shall not (i) exceed ten percent (10%) of the
Borrowing Base at any time or (ii) unless a Liquidation is occurring, remain outstanding for more than forty-five (45) consecutive Business Days, unless in each case, the Required Lenders otherwise agree; provided, that, the
foregoing shall not (A) modify or abrogate any of the provisions of Section 2.03 regarding the Lender’s obligations with respect to Letters of Credit, or (B) result in any claim or liability against the Administrative
Agent (regardless of the amount of any Overadvance) for Unintentional Overadvances and such Unintentional Overadvances shall not reduce the amount of Permitted Overadvances allowed hereunder, and provided, that, in no event shall the
Administrative Agent make an Overadvance, if after giving effect thereto, the principal amount of the Credit Extensions would exceed the Aggregate Commitments (as in effect prior to any termination of the Commitments pursuant to
Section 2.06 hereof). 
 “Permitted Refinancing” means any extension, renewal, replacement, modification or
refinancing of any Permitted Indebtedness of any Loan Party arising after the Restatement Effective Date issued in exchange for, or the proceeds of which are used to extend, refinance, replace or substitute for other Permitted Indebtedness (such
extended, refinanced, replaced or substituted Indebtedness, the “Refinanced Obligations”) to the extent permitted hereunder; provided that: (a) the Administrative Agent shall have received not less than ten (10) Business
Days’ prior written notice of the intention to incur such Indebtedness, which notice shall set forth 

  
 62 







 
in reasonable detail reasonably satisfactory to the Administrative Agent the amount of such Indebtedness, the schedule of repayments and maturity date with respect thereto and such other
information with respect thereto as the Administrative Agent may reasonably request; (b) promptly upon the Administrative Agent’s request, the Administrative Agent shall have received true, correct and complete copies of all agreements,
documents and instruments evidencing or otherwise related to such Indebtedness, as executed and delivered by the parties thereto; (c) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount of the Refinanced
Obligations (plus the amount of reasonable refinancing fees and expenses incurred in connection therewith); (d) such Indebtedness shall have a final maturity that is no earlier than (i) in the case of Refinanced Obligations that constitute
Material Indebtedness, ninety-one (91) days after the Maturity Date, and (ii) in the case of all other Refinanced Obligations, three hundred sixty-four (364) days after the final maturity date of such Refinanced Obligations or, if
earlier, ninety (91) days after the Maturity Date; (e) such Indebtedness shall have a Weighted Average Life to Maturity not less than the Weighted Average Life to Maturity of the Refinanced Obligations; (f) such Indebtedness shall
rank in right of payment no more senior than, and be subordinated (if subordinated) to the Obligations on terms no less favorable to the Secured Parties than the Refinanced Obligations; (g)as of the date of incurring such Indebtedness and after
giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing; (h) if the Refinanced Obligations or any Guarantees thereof are unsecured, such Indebtedness and any Guarantees thereof shall be unsecured;
(i) if the Refinanced Obligations or any guarantees thereof are secured, such Indebtedness and any Guarantees thereof shall be secured in all material respects by substantially the same or less collateral as secured such Refinanced Obligations
or any guarantees thereof, on terms no less favorable to the Administrative Agent or the Lenders; (j) if the Refinanced Obligations or any guarantees thereof are secured, the Liens to secure such Indebtedness shall not have a priority more
senior than the Liens securing the Refinanced Obligations and if subordinated to any other Liens on such property, shall be subordinated to the Administrative Agent’s Liens on terms and conditions no less favorable; (k) if the Refinanced
Obligations or any Guarantees thereof are subordinated to any Indebtedness of Borrowers other than the Obligations, such Refinancing Indebtedness and any Guarantees thereof shall be subordinated to the Obligations on terms (including intercreditor
terms) no less favorable to the Administrative Agent or the Lenders; (l)the obligors in respect of the Refinanced Obligations immediately prior to such refinancing, refunding, extending, renewing or replacing thereof shall be the only obligors on
such Indebtedness; and (m) the terms and conditions (excluding as to pricing, premiums and optional prepayment or redemption provisions) of any such Indebtedness, taken as a whole, are not more restrictive with respect to the Lead Borrower and
the Restricted Subsidiaries, as reasonably determined by the Lead Borrower in good faith, than the terms and conditions of the Refinanced Obligations. 

“Permitted Term Loan Indebtedness” means the secured Indebtedness
in the principal amount of $25,000,000,incurred by Borrowers after November 1, 2012 pursuant to the Term Loan
Credit Agreement, contemporaneously with the execution and delivery of Amendment No. 3, subject to the satisfaction, as reasonably determined by Administrative Agent, of the following conditions: (a) the aggregate maximum principal
amount of such Indebtedness shall be in a principal amount not greater than $150,000,000 minus the then outstanding principal amount of Additional PMSI Indebtedness, (b) such Indebtedness shall be on commercially reasonable terms
 

  
 63 







 
and conditions with market rate pricing, (c) the maturity date of such Indebtedness shall be no earlier than six (6) months after the Maturity Date, (d) scheduled
amortization payments prior to or on the Maturity Date shall not exceed $6,000,000 in any calendar year (the “Maximum Annual Amortization Amount”); provided, that, any
market mandatory cash flow sweep prepayment shall be permitted to be made in addition to and not included as part of the Maximum Annual Amortization Amount, (e) Administrative Agent shall have received, thirty (30) days prior to any such
incurrence of such Indebtedness, pro forma (after giving effect to the incurrence of such Indebtedness and the application of the proceeds therefrom) projections on a monthly basis for the first twelve (12) months and on an annual basis
thereafter for the term of this Agreement, all in reasonable detail and in a format consistent with the projections delivered by Lead Borrower to Administrative Agent prior to November 1, 2012, together with such supporting information as
Administrative Agent may reasonably request, using such methodology as is consistent with the then most recent financial statements delivered to Administrative Agent pursuant to the terms of the Loan Documents, all in form and substance reasonably
satisfactory to Administrative Agent, (f25,000,000, (b) the holders of such Indebtedness may have a first priority Lien on the Term Loan Priority Collateral to secure the
payment of such Indebtedness, and a second priority Lien on the Revolving Loan Priority Collateral subject to the intercreditor agreement referred in clause (g) immediately below, (g) the execution of an intercreditor agreement, in
form and substance, reasonably satisfactory to Administrative Agent, by and between the administrative agent for the holders of such Indebtedness and the Administrative Agent on behalf of itself and the other Secured Parties, with respect to the
rights of each of Administrative Agent and the other Secured Parties, and the administrative agent for the holders of the Indebtedness arising from the issuance of such Indebtedness as to the Loan Parties and the Collateral, including among other
things, that Administrative Agent for the benefit of itself and the other Secured Parties has a first priority Lien on the Revolving Loan Priority Collateral and a second priority Lien on the Term Loan Priority Collateral (referred to herein as the
“Term Loan Intercreditor Agreement”), (h) Reserved, (i) Administrative Agent shall have received at least thirty (30) days’ prior notice and other information, reasonably requested by Administrative
Agent, related to such transactions, and (j) as of the date of the incurrence of any such Indebtedness or the making of any payment in connection therewith, and after giving effect thereto, no Default or Event of Default shall exist or have
occurred and be continuing. The amount of Additional PMSI Indebtedness outstanding at any time plus the amount of Permitted Term Loan Indebtedness outstanding at any time shall not exceed $150,000,000, in the aggregate. Notwithstanding that the Term
Loan evidenced by the Term Loan Documents does not satisfy the criteria set forth in clause (c) set forth above, upon the execution of (i) the Term Loan Documents, in form and substance satisfactory to the Administrative Agent and
(ii) the, and (c) Term Loan Intercreditor Agreement, by all of the parties thereto, such Term Loan shall be deemed Permitted Term Loan Indebtedness for all
purposes under this Agreementis in full force and effect, and any Permitted Refinancing thereof. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, limited partnership, Governmental Authority or other entity. 

  
 64 







 “Plan” means any “employee benefit plan” (as such term is
defined in Section 3(3) of ERISA) established by the Lead Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 

“Platform” has the meaning specified in the last paragraph of Section 6.02. 

“PPSA” means the Personal Property Security Act (Ontario), the Civil Code of Québec or any other applicable Canadian
Federal or Provincial statute pertaining to the granting, perfecting, priority or ranking of security interests, liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder, in each case as in effect
from time to time. References to sections of the PPSA shall be construed to also refer to any successor sections. 
 “Prepayment
Event” means: 
 (a) solely to the extent a Cash Dominion Event then exists or would result therefrom, any Disposition (including
pursuant to a sale and leaseback transaction) of any property or asset of a Loan Party (other than Real Estate as set forth in clause (b) below); 

(b) Reserved; 
 (c) solely to the
extent a Cash Dominion Event then exists or would result therefrom, any Casualty Event with respect to Inventory (including the receipt of any Extraordinary Receipts with respect to such Casualty Event); 

(d) solely to the extent a Cash Dominion Event then exists, the issuance by a Loan Party or any of its Restricted Subsidiaries of any Equity
Interests, other than any such issuance of Equity Interests (i) to a Loan Party, (ii) as consideration for a Permitted Acquisition or other Investment permitted hereunder or (iii) as a compensatory issuance to any employee, director,
or consultant (including pursuant to any employee stock or option plans approved by the board of directors of such Loan Party); 
 (e) solely
to the extent a Cash Dominion Event then exists, the incurrence by any Loan Party, of any Indebtedness for borrowed money issued by any Loan Party or its Restricted Subsidiaries (other than the incurrence of (i) Permitted Term Loan Indebtedness
in which event a Prepayment Event exists pursuant to clause (g) of this definition or (ii) Permitted Indebtedness described in clauses (c) and (l) of the definition thereof); 

(f) solely to the extent a Cash Dominion Event then exists, the receipt by any Loan Party of any Extraordinary Receipts (other than
Extraordinary Receipts in respect of Inventory); or 
 (g) the date of the incurrence of Permitted Term Loan Indebtedness. 

  
 65 







 “Priority Payables” shall mean, as to any Borrower or Guarantor, as of any date
of determination, (a) the full amount of the liabilities of such Borrower or Guarantor as of such date of determination which (i) have a trust imposed to provide for payment or a security interest, pledge, lien, hypothec or charge ranking
or capable of ranking senior to or pari passu with security interests, liens or charges securing the Obligations under Canadian federal, Provincial, state, county, district, municipal or local law in Canada, or (ii) have a right imposed to
provide for payment ranking or capable of ranking senior to or pari passu with the Obligations under local or national Canadian laws, regulations or directives, including, but not limited to, claims for unremitted and/or accelerated rents, taxes,
wages, withholding taxes, VAT and other amounts payable to an insolvency administrator, employee withholdings or deductions and vacation pay, workers’ compensation obligations, government royalties or pension fund obligations, in each case to
the extent such trust or security interest, lien or charge has been or may be imposed, and (b) the amount equal to the percentage applicable to Inventory in the calculation of Excess Availability multiplied by the aggregate Value of the
Eligible Inventory which Agent, in good faith, considers is or may be subject to retention of title by a supplier or a right of a supplier to recover possession thereof, where such supplier’s right has priority over the security interests,
hypothecs, liens or charges securing the Obligations, including, without limitation, Eligible Inventory subject to a right of a supplier to repossess goods pursuant to Section 81.1 of the Bankruptcy and Insolvency Act (Canada) or any applicable
laws granting revendication or similar rights to unpaid suppliers or any similar laws of Canada or any other applicable jurisdiction (provided, that, to the extent such Inventory has been identified and has been excluded from Eligible
Inventory, the amount owing to the supplier shall not be considered a Priority Payable). 
 “Public Lender” has the meaning
specified in last paragraph of Section 6.02. 
 “Public Market” shall exist if (a) a Public Offering has
been consummated and (b) any Equity Interests of the Lead Borrower have been distributed by means of an effective registration statement under the Securities Act of 1933. 

“Public Offering” means a public offering of the Equity Interests of the Lead Borrower pursuant to an effective registration
statement under the Securities Act of 1933. 
 “Qualified Cash” means unrestricted cash and Cash Equivalents of Borrowers
that are subject to the valid, enforceable and first priority perfected security interest of Administrative Agent in an investment account or deposit account at Administrative Agent or another institution reasonably satisfactory to Administrative
Agent subject to a Control Agreement, in form and substance reasonably satisfactory to Administrative Agent, and free and clear of any pledge, security interest, Lien, claim or other encumbrance (other than Liens (i) in favor of Administrative
Agent, and (ii) the Permitted Encumbrances set forth in clauses (a), (e), (u), and (r) of the definition of Permitted Encumbrances, provided, that, for purposes of the amount of Qualified Cash in the Borrowing Base, such
amount would be reduced by the amount secured by any such Permitted Encumbrances), are available for use by a Borrower, without condition or restriction (other than in favor of Administrative Agent), and for which Administrative Agent shall have
received evidence, in form and substance reasonably satisfactory to Administrative Agent, of the amount of such cash or Cash Equivalents held in such deposit account or investment account as of the applicable date of the calculation of the Borrowing
Base. Borrowers shall be permitted to withdraw Qualified Cash from the applicable investment account or deposit account, as the case may be, until the occurrence and during the continuance of a Cash Dominion Event. In addition, withdrawals of
Qualified Cash shall be subject to the restrictions set forth in clause (f) of the definition of “Borrowing Base” and the reporting requirements set forth in Schedule 6.02.  

  
 66 







 “Qualified ECP Guarantor” means, in respect of any Swap Contract, each Loan
Party that has total assets exceeding $10,000,000 at the time the relevant Facility Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible
contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Québec Hypothec” means a hypothec, in form and
substance reasonably satisfactory to Agent and all other documents contemplated thereby or delivered in connection therewith, each executed and delivered by the Loan Parties. 

“Rabbi Trust” means any grantor trust established by an Obligor in accordance with Internal Revenue Service Revenue Procedure
96-24 to accept both employer and employee contributions made under the terms of one or more SERPs. As of the Restatement Effective Date, there are no Rabbi Trusts in full force and effect. 

“Real Estate” means all Leases and all land, together with the buildings, structures, parking areas, and other improvements
thereon, now or hereafter owned by any Loan Party, including all fixtures, hereditaments, appurtenances, easements, rights-of-way, and similar rights relating thereto and all leases, tenancies, and occupancies thereof, now or hereafter owned by any
Loan Party. 
 “Receivables” shall mean all of the following now owned or hereafter arising or acquired property of any
Loan Party: (a) all Accounts; (b) all interest, fees, late charges, penalties, collection fees and other amounts due or to become due or otherwise payable in connection with any Account; (c) all payment intangibles of any Loan Party;
(d) letters of credit, indemnities, guarantees, security or other deposits and proceeds thereof issued payable to any Loan Party or otherwise in favor of or delivered to Borrower or Guarantor in connection with any Account; or (e) all
other accounts, contract rights, chattel paper, instruments, notes, general intangibles and other forms of obligations owing to any Loan Party, whether from the sale and lease of goods or other property, licensing of any property (including
Intellectual Property or other general intangibles), rendition of services or from loans or advances by any Loan Party or to or for the benefit of any third person (including loans or advances to any Affiliates or Subsidiaries of any Loan Party) or
otherwise associated with any Accounts, Inventory or general intangibles of any Loan Party (including, without limitation, choses in action, causes of action, tax refunds, tax refund claims, any funds which may become payable to any Loan Party in
connection with the termination of any Plan or other employee benefit plan and any other amounts payable to any Loan Party from any Plan or other employee benefit plan, rights and claims against carriers and shippers, rights to indemnification,
business interruption insurance and proceeds thereof, casualty or any similar types of insurance and any proceeds thereof and proceeds of insurance covering the lives of employees on which any Loan Party is a beneficiary). 

  
 67 







 “Receivables Reserves” means such Reserves as may be established from time to
time by the Administrative Agent in the Administrative Agent’s Permitted Discretion with respect to the determination of the collectability in the ordinary course of Eligible Trade Receivables, including, without limitation, Dilution Reserves.

 “Register” has the meaning specified in Section 10.06(c). 

“Registered Public Accounting Firm” has the meaning specified by the Securities Laws and shall be independent of the Lead
Borrower and its Subsidiaries as prescribed by the Securities Laws. 
 “Related Parties” means, with respect to any Person,
such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty
(30) day notice period has been waived. 
 “Reports” has the meaning provided in Section 9.12(b). 

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a
Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application and, if required by the L/C Issuer, a Standby Letter of Credit Agreement or Commercial Letter of Credit Agreement, as applicable, and
(c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 
 “Required Lenders” means, as of any date of
determination, Lenders holding more than fifty percent (50%) of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 8.02, Lenders holding in the aggregate more than fifty percent (50%) of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line
Loans being deemed “held” by such Lender for purposes of this definition); provided, that, the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender or Deteriorating
Lender shall be excluded for purposes of making a determination of Required Lenders. 
 “Reserves” means all Inventory
Reserves, Availability Reserves, Receivables Reserves, and the Term Loan Reserve, the EBITDA Reserve, and the Incremental Equipment Loan
Reserve. 
 “Responsible Officer” means the chief executive officer, president, chief financial officer, secretary
or assistant secretary, treasurer or assistant treasurer of a Loan Party or any of the other individuals designated in writing to the Administrative Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any
certificate or other document to be delivered hereunder. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, limited liability
company partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. 

  
 68 







 “Restatement Effective Date” means the first date all the conditions
precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.March 25, 2016. 

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to
any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent of any thereof), or any
option, warrant or other right to acquire any such dividend or other distribution or payment. Without limiting the foregoing, “Restricted Payments” with respect to any Person shall also include all payments made by such Person with
any proceeds of a dissolution or liquidation of such Person. 
 “Restricted Subsidiary” means each Subsidiary of Lead
Borrower that is not an Excluded Subsidiary. 
 “Reuters Screen LIBOR01 Page” means the display page LIBOR01 on the Reuters
service or any successor display page, other published source, information vendor or provider that has been designated by the sponsor of Reuters Screen LIBOR01 page. 

“Revolving Loan Priority Collateral” means all assets and properties of the Loan Parties (other than
the Term Loan Priority Collateral), including without limitation the following: (i) Accounts, Receivables, Credit Card Receivables and payment intangibles
(other than Accounts under contracts for sale of Term Loan Priority Collateral), (ii) chattel paper (other than chattel paper relating to Term Loan Priority Collateral), (iii) deposit accounts and investment accounts (and all cash, checks
and other negotiable instruments, funds and other evidences of payment held therein, but not any identifiable proceeds of Term Loan Priority Collateral), (iv) investment property, (v) all Inventory, (vi) general intangibles consisting
of payment intangibles, (vii) to the extent evidencing, governing, securing or otherwise related to any of the foregoing and the other Revolving Loan Priority Collateral, all documents, general intangibles (excluding all Intellectual Property,
but including loans or advances payable by a Loan Party to any other Loan Party), instruments, investment property, commercial tort claims, letters of credit, supporting obligations and letter of credit rights, (viii) all books, records and
documents related to the foregoing (including databases and other records, whether tangible or electronic, which contain any information relating to any of the foregoing), and (ix) all proceeds and products of any or all of the foregoing in
whatever form received, and proceeds of business interruption and other insurance and claims against third parties. Extraordinary receipts constituting proceeds of judgments relating to any of the property referred to in the preceding sentence,
insurance proceeds and condemnation awards in respect of any such property, indemnity payments in respect of any such property and purchase price adjustments in connection with any such property shall constitute Revolving Loan Priority
Collateral. including for the avoidance of doubt, any such assets, that but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any
foreign Debtor Relief Laws), would be Revolving Loan Priority Collateral, and all Proceeds of the same but excluding the Term Loan Priority
Collateral. Notwithstanding the foregoing, the Incentive Program Assets and proceeds thereof shall not constitute Revolving Loan Priority Collateral. 

  
 69 







 “S&P” means Standard & Poor’s Ratings Services, a division of
The McGraw-Hill Companies, Inc. and any successor thereto. 
 “Sanctions Laws” has the meaning set forth in Section
5.22.5.16. 
 “Sarbanes-Oxley” means the
Sarbanes-Oxley Act of 2002. 
 “SDN List” means the list of the Specially Designated Nationals and Blocked Persons. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Secured Party” or “Secured Parties” means (a) individually (i) each Lender,
(ii) the Administrative Agent, (iii) each L/C Issuer, (iv) the Arranger, (v) any other Person (including Affiliates of Lenders and the Administrative Agent) to whom Obligations (including Other Liabilities) are owing until such
time as the Obligations are paid in full, and (vi) the successors and assigns of each of the foregoing, and (b) collectively, all of the foregoing. 

“Secured Party Expenses” means, without limitation, (a) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, in connection with this Agreement and the other Loan Documents, including without limitation (but in any event subject to the limitations described below) (i) the reasonable and documented fees, charges
and disbursements of (A) counsel for the Administrative Agent, (B) outside consultants for the Administrative Agent, (C) appraisers (but only to the extent expressly provided to be paid by the Borrowers as set forth in this
Agreement), (D) field examinations (but only to the extent expressly provided to be paid by the Borrowers as set forth in this Agreement), and (E) all such out-of-pocket expenses incurred during any workout, restructuring or negotiations
in respect of the Obligations, (ii) in connection with (A) the syndication of the credit facilities provided for herein, (B) the preparation, negotiation, administration, management, execution and delivery of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (C) the enforcement or protection of their rights in connection
with this Agreement or the Loan Documents or efforts to preserve, protect, collect, or enforce the Collateral, or (D) any workout, restructuring or negotiations in respect of any Obligations, and (b) with respect to the L/C Issuer, and its
Affiliates, all reasonable and documented out-of-pocket expenses incurred in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder; and (c) all reasonable and documented
out-of-pocket expenses incurred by the Lenders who are not the Administrative Agent, the L/C Issuer or any Affiliate of any of them, after the occurrence and during the continuance of an Event of Default, provided, that, such Lenders
shall be entitled to reimbursement for no more than one counsel representing all such Lenders (absent a conflict of interest in which case the Lenders may engage and be reimbursed for additional counsel). Notwithstanding anything herein or otherwise
to the contrary, no Loan Party shall be obligated to pay for or reimburse any party described in this definition for the fees for the initial field examination or inventory appraisal conducted prior to November 1, 2012. 

  
 70 







 “Securities Laws” means the Securities Act of 1933, the Securities Exchange Act
of 1934, Sarbanes-Oxley, and the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB. 

“Security Agreement” means the Security Agreement, dated as of November 1, 2012, among the Loan Parties and the
Administrative Agent, as it may be amended, supplemented, restated or otherwise modified from time to time, including without limitation as the same has been amended pursuant to Section 11.02 hereof. 

“Security Documents” means the Security Agreement, the Intellectual Property Security Agreement, the Blocked Account
Agreements, the Mortgages, the DDA Notifications, the Credit Card Notifications, the Canadian Security Documents, and each other security agreement or other instrument or document executed and delivered to the Administrative Agent pursuant to this
Agreement or any other Loan Document granting a Lien to secure any of the Obligations. 
 “SERP” means all non-qualified
retirements plans approved by the members of any Loan Party’s board of directors, whether individual supplemental agreements or executive deferred compensation plans. 

“Settlement Date” has the meaning provided in Section 2.14(a). 

“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Lead
Borrower and its Subsidiaries as of that date determined in accordance with GAAP. 
 “Shrink” means Inventory which has
been lost, misplaced, stolen, or is otherwise unaccounted for. 
 “Shrink Reserve” means an amount reasonably estimated by
the Administrative Agent to be equal to that amount which is required in order that the Shrink reflected in Borrowers’ stock ledger would be reasonably equivalent to the Shrink calculated as part of the Borrowers’ most recent physical
inventory. 
 “Solvent” and “Solvency” means, with respect to any Person on any date of determination,
that on such date (a) at fair valuation, all of the properties and assets of such Person are greater than the sum of the debts, including contingent liabilities, of such Person, (b) the present fair saleable value of the properties and
assets of such Person is not less than the amount that would be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person is able to realize upon its properties and assets and pay
its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts beyond such Person’s ability
to pay as such debts mature, and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or transaction, for which such Person’s properties and assets would constitute unreasonably small
capital after giving due consideration to the prevailing practices in the industry in which such Person is engaged. The amount of all guarantees at any time shall be computed as the amount that, in light of all the facts and circumstances existing
at the time, can reasonably be expected to become an actual or matured liability. 

  
 71 







 “Specified Canadian Pension Plan” means any Canadian Pension Plan which contains
a “defined benefit provision”, as defined in subsection 147.1(1) of the Income Tax Act (Canada). 

“Specified Event of Default” means the occurrence of (a) any Event of Default described in any of Sections
8.01(a), 8.01(b) (but only with respect to an Event of Default arising from the failure to deliver a Borrowing Base Certificate), 8.01(d) (but only with respect to representations and warranties set forth in a Borrowing Base
Certificate) or 8.01(f) or (b) the exercise by Administrative Agent of its rights and remedies upon an Event of Default. 

“Spot Rate” has the meaning given to such term in Section 1.07 hereof. 

“Standby Letter of Credit” means any Letter of Credit that is not a Commercial Letter of Credit and that (a) is used in
lieu or in support of performance guaranties or performance, surety or similar bonds (excluding appeal bonds) arising in the ordinary course of business, (b) is used in lieu or in support of stay or appeal bonds, (c) supports the payment
of insurance premiums for reasonably necessary casualty insurance carried by any of the Loan Parties, or (d) supports payment or performance for identified purchases or exchanges of products or services in the ordinary course of business. 

“Standby Letter of Credit Agreement” means the Standby Letter of Credit Agreement relating to the issuance of a Standby
Letter of Credit in the form from time to time in use by the L/C Issuer. 
 “Stated Amount” means at any time the maximum
amount for which a Letter of Credit may be honored. 
 “Statutory Reserve Rate” means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established
by the FRB to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the FRB). Such reserve percentages
shall include those imposed pursuant to such Regulation D. LIBO Rate Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may
be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage. 

“Store” means any retail store (which may include any real property, fixtures, equipment, inventory and other property
related thereto) operated, or to be operated, by any Loan Party other than a Leased Department. 

  
 72 







 “Store Leased Location” means any Store which is subject to a lease agreement
between a Loan Party and a third party, but excluding any location where a Loan Party is operating pursuant to a Leased Department Agreement. 

“Subordinated Indebtedness” means Indebtedness which is expressly subordinated in right of payment to the prior payment in
full of the Obligations and which is in form and on terms approved in writing by the Administrative Agent. 
 “Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares Equity Interests having ordinary voting power for the election of directors or other governing body are
at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of a Loan Party. 

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. 

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 
 “Swap
Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap
Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for
such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Swing Line” means the revolving credit facility made available by the Swing Line Lender pursuant to
Section 2.04. 

  
 73 







 “Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to
Section 2.04. 
 “Swing Line Lender” means Wells Fargo, in its capacity as provider of Swing Line Loans, or any
replacement or any successor swing line lender permitted hereunder. 
 “Swing Line Loan” has the meaning specified in
Section 2.04(a). 
 “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B. 
 “Swing Line
Note” means the promissory note of the Borrowers substantially in the form of Exhibit C-2, payable to the order of the Swing Line Lender, evidencing the Swing Line Loans made by the Swing Line Lender. 

“Swing Line Sublimit” means an amount equal to $15,000,000. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Commitments. 
 “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called
synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such
Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). 

“Tax Credit Sale Agreement” means the Purchase and Sale Agreement, effective
as of December 9, 2013 by and between Lead Borrower, as seller and Apple Inc., a California corporation, as buyer, pursuant to which Lead Borrower agreed to sell to Apple, Inc., up to $30,000,000 of transferrable State of New Jersey income tax
credits, and up to an additional $10,000,000 of such tax credits, pursuant to the terms of such agreement, as the same may be amended, restated, modified, supplemented, extended, renewed or replaced from time to time pursuant to the terms of this
Agreement. 
 “Taxes” means all present or future taxes,
levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Termination Date” means the earliest to occur of (a) the Maturity Date, (b) the date on which the maturity of the
Obligations is accelerated (or deemed accelerated) and the Commitments are irrevocably terminated (or deemed terminated) in accordance with Article VII, or (c) the termination of the Commitments in accordance with the provisions of
Section 2.06(a) hereof. 
 “Term Loans” means the term loans made on the date
hereofAmendment No. 3 Effective Date, in the maximum aggregate principal amount of
$32,000,00025,000,000 under the Term Loan Credit Agreement, the proceeds of which shall repay in full any existing
term loan Indebtedness. 

  
 74 







 “Term Loan Agent” means Wells Fargo Bank, National
AssociationPathlight Capital LLC, in its capacity as administrative agent and collateral agent under the Term Loan Credit Agreement, or any successor administrative agent and
collateral agent under the Term Loan Credit Agreement. 
 “Term Loan Borrowing Base” means the “Borrowing
Base” (as such term is defined in the Term Loan Credit Agreement). 
 “Term Loan Credit Agreement” means that
certain Term Loan Credit Agreement, dated of even date herewith,as of the Amendment No. 3, among the Lead Borrower, the other Borrowers, the guarantors named therein,
the lenders party thereto and Wells Fargo Bank, National AssociationPathlight Capital LLC, as administrative agent and collateral agent, as the same may be amended,
restated, modified, supplemented, extended, renewed, refunded, replaced or refinanced from time to time in one or more agreements (in each case with the same or new lenders, institutional investors or agents), including any agreement
extending the maturity thereof or otherwise restructuring all or any portion of the Indebtedness thereunder or increasing the amount loaned or issued thereunder or altering the maturity thereof, in each case as and to the extent permitted
by this Agreement and the Term Loan Intercreditor Agreement. 
 “Term
Loan Documents” means the Term Loan Credit Agreement and all security agreements, guarantees, pledge agreements and other agreements or instruments executed in connection therewith, in each case as the same may be amended, restated,
modified, supplemented, extended, renewed, refunded, replaced or refinanced from time to time in one or more agreements as and to the extent permitted by this Agreement and the Term Loan
Intercreditor Agreement. 
 “Term Loan Intercreditor Agreement” means
the Intercreditor Agreement, dated the date of Amendment No. 3, among the Borrowers, the Guarantors, the Administrative Agent, and the Term Loan Agent in form and substance reasonably satisfactory to the Administrative Agent, as amended,
restated, supplemented or otherwise modified from time to time in accordance therewith and herewith. 
 “Term Loan
Obligations” means all of the Loan Parties’ “Obligations” (as such term is defined in the Term Loan Credit Agreement). 

“Term Loan Lenders” means all lenders parties to the Term Loan Documents as
“lenders” from time to time. 
 “Term Loan Priority
Collateral” means the Intellectual Property, fee owned Real Estate and fixtures of the Loan Parties.“Term Loan Priority Collateral” means only
the following property of the Loan Parties: all Intellectual Property, Equipment, fee owned real estate and Fixtures of the Loan Parties, Incentive Program Assets, and any Deposit Accounts or Securities Accounts that are intended to solely contain
Proceeds of the Term Priority Collateral, together with all rights, remedies, privileges, and insurance policies and certificates with respect to the foregoing, all products, Proceeds, substitutions, and accessions thereof or thereto and all cash,
cash equivalents, checks, negotiable instruments, money, insurance proceeds therefrom, Instruments, Accounts, books, Records and information in each case received as Proceeds of, or  

  
 75 







 
with respect to such books, Records and information, relating thereto (such Proceeds, “Term Priority Proceeds”). For the
avoidance of doubt, “Term Priority Collateral” shall include any such assets that, but for the application of Section 552 of the Bankruptcy Code (or any similar provision of any foreign Debtor Relief Laws) would be Term Priority
Collateral. Notwithstanding the foregoing, “Term Priority Collateral” shall exclude (a) Customer List and Marketing Service Receivables included in the Borrowing Base in an amount equal to the face amount of such Customer List and
Marketing Service Receivables (net of Receivables Reserves applicable thereto) multiplied by 80% and (b) proceeds of business interruption insurance and other insurance and claims against third parties. As of the Amendment No. 3 Effective
Date, the Loan Parties do not own any Real Estate or maintain any Deposit Accounts or Securities Accounts that are intended to solely contain Proceeds of the Term Priority Collateral. 

“Term Loan Reserve” means an amount, at any time of calculation, equal to the difference (if positive) between (a) the
then outstanding principal amount of Term Loans (as defined in the Term Loan Credit Agreement) and (b) the Term Loan Borrowing Base as reflected in the most recent Borrowing Base Certificate furnished by the Borrowers pursuant to this
Agreement. 
 “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations. 

“Tranche A Revolving Loans” has the meaning specified in the Existing Loan
Agreement. 
 “Tranche A-1 Commitment” has the meaning specified
in the Existing Loan Agreement. 
 “Tranche A-1 Revolving Loan
Lenders” has the meaning specified in the Existing Loan Agreement. 

“Tranche A-1 Revolving Loans” has the meaning specified in the Existing Loan
Agreement. 
 “Trading with the Enemy Act” has the meaning set forth in Section 10.18. 

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a LIBO Rate Loan. 

“UCC” or “Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the
State of New York provided, that, if a term is defined in Article 9 of the Uniform Commercial Code differently than in another Article thereof, the term shall have the meaning set forth in Article 9; provided further
that, if by reason of mandatory provisions of law, perfection, or the effect of perfection or non-perfection, of a security interest in any Collateral or the availability of any remedy hereunder is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or
effect of perfection or non-perfection or availability of such remedy, as the case may be. 

  
 76 







 “UCP 600” means the rules of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the International Chamber of Commerce and in effect as of July 1, 2007. 

“UFCA” has the meaning specified in Section 10.22. 

“UFTA” has the meaning specified in Section 10.22. 

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of
ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. 

“Unintentional Overadvance” means an Overadvance which, to the Administrative Agent’s knowledge, did not constitute an
Overadvance when made but which has become an Overadvance resulting from changed circumstances beyond the control of the Secured Parties, including, without limitation, a reduction in the Appraised Value of property or assets included in the
Borrowing Base, increase in Reserves or misrepresentation by the Loan Parties. 
 “United States” and
“U.S.” mean the United States of America. 
 “US Dollar Equivalent” means at any time (a) as to any
amount denominated in Dollars, the amount thereof at such time, and (b) as to any amount denominated in any other currency, the equivalent amount in Dollars calculated by Administrative Agent by converting such foreign currency involved in such
computation into Dollars at the spot rate for the purchase of Dollars with the applicable foreign currency as published in the Wall Street Journal in the “Exchange Rate” column under the heading “Currency Trading”
(if currency is not quoted in the Wall Street Journal on such day, such other source as the Agent shall reasonably select) on the Business Day immediately prior to such determination. 

“Value” means, with respect to each category of Inventory, the Cost, consistent with the then current practices of Borrowers,
without regard to intercompany profit or increases for currency exchange rates. 
 “VAT” shall mean Value Added Tax imposed
in Canada or any other jurisdiction and any equivalent tax applicable in any jurisdiction (including Goods and Services Tax, Harmonized Sales Tax and Québec Sales Tax). 

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by
dividing (a) the then outstanding principal amount of such Indebtedness into (b) the total of the product obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment. 

“Wells Fargo” means Wells Fargo Bank, N.A. and its successors. 

  
 77 







 “Wells Fargo Equipment Financing Documents” means the Master Lease
No. 426197, dated September 30, 2014, by and between Wells Fargo Equipment Finance, Inc. and the Lead Borrower. 

“Wholly-Owned Subsidiary” means any Subsidiary of which all of the issued and outstanding shares of capital stock (other than
directors’ qualifying shares and shares held by a resident of the jurisdiction, in each case, as required by law) or other Equity Interests are owned by an one or more of the Borrowers and any of the Borrowers’ other Wholly-Owned
Subsidiaries at such time. 
 1.02. Other Interpretive Provisions. With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document: 
 (a) The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.”
Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as
from time to time amended, modified, supplemented, extended, renewed, restated or replaced (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein
to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan
Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting
such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and
“property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.” 

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document. 
 (d) Any reference herein or in any other Loan Document to the
“satisfaction”, “repayment”, “paid in full” or “payment in full” of the Obligations (including, the “Guaranteed Obligations” as defined in the Facility Guaranty and the
“Secured Obligations” as defined in the 

  
 78 







 
Security Agreement) shall mean the repayment in Dollars in full in cash or immediately available funds (or, in the case of contingent reimbursement obligations with respect to Letters of Credit
and Bank Products (other than Swap Contracts) and any other contingent Obligation, including indemnification obligations, providing Cash
Collateralization) or other collateral as may be requested by the Administrative Agent of all of the Obligations (including the payment of any termination amount then
applicable (or which would or could become applicable as a result of the repayment of the other Obligations) under Swap Contracts with a Lender or an Affiliate of Lender) other than (i) unasserted contingent indemnification Obligations,
(ii) any Obligations relating to Bank Products (other than Swap Contracts) that, at such time, are allowed by the applicable Bank Product provider to remain outstanding without being required to be repaid or Cash
Collateralized or other collateral as may be requested by the Administrative Agent, and (iii) any Obligations relating to Swap Contracts that, at such time, are allowed by the
applicable provider of such Swap Contracts to remain outstanding without being required to be repaid. 
 (e) For the purposes of determining
the Term Loan Reserve, the Loan Parties and the Secured Parties agree that that the Administrative Agent shall be entitled to rely solely on the calculation thereof made by the Borrowers as reflected in the most recent Borrowing Base Certificate
delivered by the Borrowers to the Administrative Agent hereunder, unless the Administrative Agent is notified in writing by the Term Loan Agent that such calculation is inaccurate and providing the Administrative Agent with the correct calculation
of the Term Loan Reserve (“Term Loan Reserve Correction Notice”), and, in such event, the Administrative Agent shall be entitled to rely solely on the calculation of the Term Loan Reserve made by the Term Loan Agent as reflected in
the Term Loan Reserve Correction Notice. Administrative Agent promptly but in any event not later than two (2) Business Days implement any adjustments to the Term Loan Reserve as set forth in such Borrowing Base Certificate or such Term Loan
Reserve Correction Notice, as the case may be. Each of the Loan Parties agrees that Administrative Agent nor any Lender shall have any liability for relying on the calculation of the Term Loan Reserve as set forth in a Borrowing Base Certificate
delivered by the Loan Parties or in the Term Loan Reserve Correction Notice delivered by the Term Loan Agent, as the case may be. Each of the Loan Parties agrees that in the event of any discrepancy or dispute between the Term Secured Parties and
the Loan Parties as to the amount of the Term Loan Reserve, the Administrative Agent and Secured Parties shall be entitled to rely solely on the calculation of the Term Loan Reserve as determined by the Term Loan Agent and shall have no liability to
any Person for doing so. Subject to the two (2) Business Day period of time for the Administrative Agent to implement any required adjustments, the Administrative Agent shall adjust the Term Loan Reserve hereunder as set forth therein. In all
cases, the Borrowing Base shall be calculated based upon the most recent Borrowing Base Certificate received by the Administrative Agent pursuant to this Credit Agreement prior to funding of loans or advances by any Borrower or the issuance, renewal
or amendment of a letter of credit by any Issuer. 
 1.03. Accounting Terms. 

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. 

  
 79 







 (b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided, that, until so amended, (i) such ratio or requirement shall continue to be computed
in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 

(c) Lease. Notwithstanding any other provision contained herein, (i) any lease that is treated as an operating lease for purposes
of GAAP as of the Restatement Effective Date shall not be treated as Indebtedness or as a capital lease or Capital Lease Obligations and shall continue to be treated as an operating lease (and any future lease, if it were in effect on the
Restatement Effective Date, that would be treated as an operating lease for purposes of GAAP as of the Restatement Effective Date shall be treated as an operating lease), in each case for the purposes of this Agreement and (ii) any obligation
that is not treated as Indebtedness for the purposes of GAAP and otherwise included in the definition of “Indebtedness” as of the Restatement Effective Date shall not be treated as Indebtedness for purposes of this Agreement, in each case
described in subclauses (i) and (ii), notwithstanding any actual or proposed change in or application of GAAP after the Restatement Effective Date. 

1.04. Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated
by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number). 
 1.05. Times of Day. Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable). 
 1.06. Letter of Credit Amounts. Unless otherwise
specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to be the Stated Amount of such Letter of Credit in effect at such time; provided, that, with respect to any Letter of Credit that, by its
terms of any Issuer Documents related thereto, provides for one or more automatic increases in the Stated Amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum Stated Amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum Stated Amount is in effect at such time. 
 1.07. Currency Equivalents
Generally. Any amount specified in this Agreement (other than in Articles II, IX and X) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars,
such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot 

  
 80 







 
Rate (as defined below) for the purchase of such currency with Dollars. For purposes of this Section 1.07, the “Spot Rate” for a currency means the rate determined by
the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00
a.m. on the date two Business Days prior to the date of such determination; provided, that, the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person
acting in such capacity does not have as of the date of determination a spot buying rate for any such currency. 
 1.08. Determination of
Compliance with Certain Covenants. For purposes of determining compliance with any negative covenant set forth in Section 7.01 (Liens), Section 7.02 (Investments), Section 7.03 (Indebtedness),
Section 7.05 (Dispositions), Section 7.06 (Restricted Payments) and Section 7.07 (Prepayments of Indebtedness) (each of the foregoing the “Specified Negative Covenants”), (i) in the event that any
Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment of Indebtedness meets the criteria of more than one of the categories permitted under the Specified Negative Covenants, the Lead Borrower, in its sole discretion, may
classify or reclassify such Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment of Subordinated Indebtedness, as the case may be (or any portion thereof), and will only be required to include the amount and type of such
Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment of Subordinated Indebtedness, as the case may be, in one permitted category of Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment of
Subordinated Indebtedness, as the case may be and (ii) at the time of incurrence or reclassification, the Lead Borrower will be entitled to divide and classify such Lien, Investment, Indebtedness, Disposition, Restricted Payment or prepayment
of Subordinated Indebtedness, as the case may be, among the relevant categories permitted under the Specified Negative Covenants. 

ARTICLE II 
 THE
COMMITMENTS AND CREDIT EXTENSIONS 
 2.01. Committed Loans; Reserves. 

(a) Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving
Loan”) to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the lesser of (x) the amount of such Lender’s Commitment, or (y) such
Lender’s Applicable Percentage of the Borrowing Base; subject in each case to the following limitations: 
 (i) after giving effect to
any Committed Borrowing, the Total Outstandings shall not exceed the Loan Cap, 
 (ii) Reserved, 

(iii) after giving effect to any Committed Borrowing pursuant to which Revolving Loans are requested, the aggregate Outstanding Amount of the
Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not
exceed such Lender’s Commitment, 

  
 81 







 (iv) The Outstanding Amount of all L/C Obligations shall not at any time exceed the Letter of
Credit Sublimit, 
 (v) Within the limits of each Lender’s Revolving Loan Commitment, and subject to the other terms and conditions
hereof, Borrowers may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be Base Rate Loans or LIBO Rate Loans, as further provided herein. 

(b) Reserved. 
 (c) The following
are the Inventory Reserves and Availability Reserves as of the Restatement Effective Date: 
 (i) Shrink Reserve (an Inventory Reserve): An
amount equal to the amount set forth on the Borrowing Base Certificate delivered on the Restatement Effective Date; 
 (ii) Rent Reserve (an
Availability Reserve): An amount equal to one (1) month’s rent for all of the Borrowers’ Store Leased Locations in each Landlord Lien State, other than Store Leased Locations with respect to which the Administrative Agent has received
a Collateral Access Agreement in form reasonably satisfactory to the Administrative Agent; 
 (iii) Customer Deposits Reserve (an
Availability Reserve): An amount equal to thirty-three percent (33%) of the Customer Deposits; 
 (iv) Priority Payables Reserve (an
Availability Reserve); and 
 (v) Customer Credit Liabilities Reserve (an Availability Reserve): An amount equal to thirty-three percent
(33%) of the Customer Credit Liabilities as reflected in the Borrowers’ books and records. 
 (d) The Administrative Agent shall
have the right, at any time and from time to time after November 1, 2012 in its discretion to establish, modify or eliminate Reserves against the Borrowing Base. The Administrative Agent upon three (3) Business Days prior notice to the
Lead Borrower with respect to the establishment of any new categories of Reserves or changes in the methodology of the calculation of an existing category of Reserves (during which period the Administrative Agent shall be available to discuss any
such proposed new category of Reserves or proposed changes to methodology with Borrowers and Borrowers may take such action as may be required so that the event, condition or matter that is the basis for such reserve or change no longer exists in a
manner and to the extent reasonably satisfactory to Administrative Agent); provided, that, no such prior notice shall be required (i) at any time that an Event of Default is continuing, (ii) for changes to any Reserves
resulting solely by virtue of mathematical calculations of the amount of the Reserve in accordance with the methodology of calculation previously utilized (such as, but not limited to, rent and Customer Credit Liabilities), or (iii) for changes
to Reserves or establishment of additional Reserves if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect to the Lenders would occur were such Reserve not changed or established prior to the
expiration of such three (3) Business Day period. The amount of any Reserve established by the 

  
 82 







 
Administrative Agent shall have a reasonable relationship to the event, condition or other matter which is the basis for such reserve as determined by the Administrative Agent in its Permitted
Discretion. The Administrative Agent shall not establish any Reserves that are duplicative of any other Reserves or items that are otherwise addressed or excluded through eligibility criteria. 

2.02. Borrowings, Conversions and Continuations of Committed Loans. 

(a) Committed Loans (other than Swing Line Loans) shall be either Base Rate Loans or LIBO Rate Loans as the Lead Borrower may request subject
to and in accordance with this Section 2.02. All Swing Line Loans shall be only Base Rate Loans. Subject to the other provisions of this Section 2.02, Committed Borrowings of more than one Type may be incurred at the same
time. 
 (b) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of LIBO Rate
Loans shall be made upon the Lead Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation of LIBO Rate Loans or of any conversion of LIBO Rate Loans to Base Rate Loans, and (ii) on the Business Day of the request of any Borrowing of Base Rate Loans. Each
telephonic notice by the Lead Borrower pursuant to this Section 2.02(b) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of
the Lead Borrower. Each Borrowing of, conversion to or continuation of LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c),
each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $200,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Lead
Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of LIBO Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which
shall be a Business Day), (iii) whether such Committed Loan is a Revolving Loan or Swing Line Loan, (v) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (vi) if applicable, the
duration of the Interest Period with respect thereto. If the Lead Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Lead Borrower fails to give a timely notice requesting a conversion or continuation, then the
applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBO Rate
Loans. If the Lead Borrower requests a Borrowing of, conversion to, or continuation of LIBO Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.
Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a LIBO Rate Loan. 
 (c) Following receipt of a
Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the


  
 83 







 
Lead Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(b). In the case of a Committed
Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall use reasonable
efforts to make all funds so received available to the Borrowers in like funds by no later than 4:00 p.m. on the day of receipt by the Administrative Agent either by (i) crediting the account of the Lead Borrower on the books of Wells Fargo
with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Lead Borrower. 

(d) The Administrative Agent, without the request or consent of the Lead Borrower, may advance any interest, fee, service charge (including
direct wire fees), Secured Party Expenses, or other payment to which any Secured Party is entitled from the Loan Parties pursuant hereto or any other Loan Document and may charge the same to the Loan Account notwithstanding that an Overadvance may
result thereby. The Administrative Agent shall advise the Lead Borrower of any such advance or charge promptly after the making thereof. Such action on the part of the Administrative Agent shall not constitute a waiver of the Administrative
Agent’s rights and the Borrowers’ obligations under Section 2.05(c). Any amount which is added to the principal balance of the Loan Account as provided in this Section 2.02(d) shall bear interest at the interest
rate then and thereafter applicable to Base Rate Loans. 
 (e) Except as otherwise provided herein, a LIBO Rate Loan may be continued or
converted only on the last day of an Interest Period for such LIBO Rate Loan. During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as LIBO Rate Loans without the Consent of the Required
Lenders. 
 (f) The Administrative Agent shall promptly notify the Lead Borrower and the Lenders of the interest rate applicable to any
Interest Period for LIBO Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Lead Borrower and the Lenders of any change in Wells Fargo’s prime rate
used in determining the Base Rate promptly following the public announcement of such change. 
 (g) After giving effect to all Committed
Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than five (5) Interest Periods in effect with respect to LIBO Rate Loans. 

(h) The Administrative Agent, the Lenders, the Swing Line Lender and the L/C Issuer shall have no obligation to make any Loan or to provide any
Letter of Credit if an Overadvance would result. The Administrative Agent may, in its discretion, make Permitted Overadvances without the consent of the Borrowers, the Lenders, the Swing Line Lender and the L/C Issuer and the Borrowers and each
Lender shall be bound thereby. Any Permitted Overadvance may constitute a Swing Line Loan. A Permitted Overadvance is for the account of 

  
 84 







 
the Borrowers and shall constitute a Base Rate Loan and an Obligation and shall be repaid by the Borrowers in accordance with the provisions of Section 2.05(c). The making of any such
Permitted Overadvance on any one occasion shall not obligate the Administrative Agent or any Lender to make or permit any Permitted Overadvance on any other occasion or to permit such Permitted Overadvances to remain outstanding. The making by the
Administrative Agent of a Permitted Overadvance shall not modify or abrogate any of the provisions of Section 2.03 regarding the Lenders’ obligations to purchase participations with respect to Letter of Credits or of
Section 2.04 regarding the Lenders’ obligations to purchase participations with respect to Swing Line Loans. The Administrative Agent shall have no liability for, and no Loan Party or Secured Party shall have the right to, or shall,
bring any claim of any kind whatsoever against the Administrative Agent with respect to Unintentional Overadvances regardless of the amount of any such Overadvance(s). 

2.03. Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set
forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Restatement Effective Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrowers, and
to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of
Credit issued for the account of the Borrowers and any drawings thereunder; provided, that, after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (1) the Total Outstandings shall not exceed the Loan
Cap, (2) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (3) the aggregate Outstanding Amount of the Revolving Loan Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, and (4) the Outstanding Amount of the L/C Obligations shall
not exceed the Letter of Credit Sublimit. Each request by the Lead Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the
conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the
Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Any L/C Issuer (other than Wells Fargo or any of its Affiliates) shall notify the
Administrative Agent in writing on each Business Day of all Letters of Credit issued on the prior Business Day by such L/C Issuer, provided, that, (A) until the Administrative Agent advises any such Issuing Bank that the
provisions of Section 4.02 are not satisfied, or (B) the aggregate amount of the Letters of Credit issued in any such week exceeds such amount as shall be agreed by the Administrative Agent and the L/C Issuer, such L/C Issuer shall
be required to so notify the 

  
 85 







 
Administrative Agent in writing only once each week of the Letters of Credit issued by such L/C Issuer during the immediately preceding week as well as the daily amounts outstanding for the prior
week, such notice to be furnished on such day of the week as the Administrative Agent and such L/C Issuer may agree. 
 (ii) No Letter of
Credit shall be issued if, subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless either such Letter of Credit is Cash Collateralized on or prior
to the date of issuance of such Letter of Credit (or such later date as to which the Administrative Agent may agree) or all the Lenders have approved such expiry date. 

(iii) No Letter of Credit shall be issued without the prior consent of the Administrative Agent if: 

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer
from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that
the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and which the
L/C Issuer in good faith deems material to it; 
 (B) the issuance of such Letter of Credit would violate one or more policies of the L/C
Issuer applicable to letters of credit generally; 
 (C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such
Letter of Credit is in an initial Stated Amount less than $100,000, in the case of a Commercial Letter of Credit, or $500,000, in the case of a Standby Letter of Credit; 

(D) such Letter of Credit is to be denominated in a currency other than Dollars; provided, that, if the L/C Issuer, in its
discretion, issues a Letter of Credit denominated in a currency other than Dollars, all reimbursements by the Borrowers of the honoring of any drawing under such Letter of Credit shall be paid in Dollars based on the Spot Rate; 

(E) such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any drawing thereunder; or 

(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting
Lender hereunder, unless the Administrative Agent or L/C Issuer has entered into reasonably satisfactory arrangements with the Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender. 

  
 86 







 (iv) The L/C Issuer shall not amend any Letter of Credit if (A) the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms hereof or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. 

(v) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated
therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit
issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or
omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 
 (b) Procedures for Issuance and Amendment of
Letters of Credit; Auto-Extension Letters of Credit. 
 (i) Each Letter of Credit shall be issued or amended, as the case may be, upon
the request of the Lead Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Such Letter of
Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such other date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in
their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail
reasonably satisfactory to the Administrative Agent and the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof;
(D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; and (G) such other matters as the Administrative Agent or L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and
detail reasonably satisfactory to the Administrative Agent and the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed
amendment; and (D) such other matters as the Administrative Agent or the L/C Issuer may require. Additionally, the Lead Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to
such requested Letter of Credit issuance or amendment, and any Issuer Documents (including, if requested by the L/C Issuer, a Standby letter of Credit Agreement or Commercial Letter of Credit Agreement, as applicable), as the L/C Issuer or the
Administrative Agent may require. 
 (ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Lead Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.


  
 87 







 
Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of
the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of
Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance or amendment of
each Letter of Credit, each Lender shall be deemed to (without any further action), and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer, without recourse or warranty, a risk participation in such Letter of Credit in an
amount equal to the product of such Lender’s Applicable Percentage times the Stated Amount of such Letter of Credit. Upon any change in the Commitments under this Agreement, it is hereby agreed that with respect to all L/C Obligations,
there shall be an automatic adjustment to the participations hereby created to reflect the new Applicable Percentages of the assigning and assignee Lenders. 

(iii) If the Lead Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute
discretion, agree to issue a Standby Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided, that, any such Auto-Extension Letter of Credit must permit the L/C
Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Standby Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension
Notice Date”) in each such twelve-month period to be agreed upon at the time such Standby Letter of Credit is issued. Unless otherwise directed by the Administrative Agent or the L/C Issuer, the Lead Borrower shall not be required to make a
specific request to the Administrative Agent or the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the
extension of such Standby Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, that, the Administrative Agent shall instruct the L/C Issuer not to permit any such extension if
(A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Standby Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of
clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) the L/C Issuer has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Lead Borrower that one or more of the applicable
conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. 

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to
the beneficiary thereof, the L/C Issuer will also deliver to the Lead Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

  
 88 







 (c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall
notify the Lead Borrower and the Administrative Agent thereof not less than two (2) Business Days prior to the Honor Date (as defined below; provided, that, any failure to give or delay in giving such notice shall not relieve the
Borrowers of their obligation to reimburse the L/C Issuer and the Lenders with respect to any such payment. On the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrowers shall
be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the amount of such payment, without regard to the minimum and multiples specified in Section 2.02(b) for the
principal amount of Base Rate Loans, and without regard to whether the conditions set forth in Section 4.02 have been met. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may
be given by telephone if immediately confirmed in writing; provided, that, the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 

(ii) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of
Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may
have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of
the foregoing, and without regard to whether the conditions set forth in Section 4.02 have been met. 
 (d) Repayment of
Participations. If any payment received by the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered
into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such
demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement. 
 (e) Obligations Absolute. The obligation of the Borrowers to reimburse the L/C Issuer for each
drawing under each Letter of Credit shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document; 

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers or any Subsidiary may have at any time
against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

  
 89 







 (iii) any draft, demand, certificate or other document presented under such Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing
under such Letter of Credit; 
 (iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the
benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; 

(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the Borrowers or any of their Subsidiaries; or 
 (vi) the fact that
any Event of Default shall have occurred and be continuing. 
 The Lead Borrower shall promptly examine a copy of each Letter of Credit and each amendment
thereto that is delivered to it and, in the event of any claim of noncompliance with the Lead Borrower’s instructions or other irregularity, the Lead Borrower will immediately notify the Administrative Agent and the L/C Issuer. The Borrowers
shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid. 

(f) Role of L/C Issuer. Each Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall
not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for
(i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence, bad faith or willful
misconduct; (iii) any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit or any error in interpretation of technical terms; or
(iv) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee
with respect to its use of any Letter of Credit; provided, that, this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it may have against


  
 90 







 
the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or
assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e) or for any action, neglect or omission under or in connection with any Letter of Credit or
Issuer Documents, including, without limitation, the issuance or any amendment of any Letter of Credit, the failure to issue or amend any Letter of Credit, or the honoring or dishonoring of any demand under any Letter of Credit, and such action or
neglect or omission will bind the Borrowers; provided, that, anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrowers, to the
extent, but only to the extent, of any direct, as opposed to consequential, exemplary or punitive damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct, bad faith or gross negligence or
the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit; provided,
that, any claim against the L/C Issuer by the Borrowers for any loss suffered or incurred by the Borrowers shall be reduced by an amount equal to the sum of (i) the amount (if any) saved by the Borrowers as a result of the breach or
other wrongful conduct that allegedly caused such loss, and (ii) the amount (if any) of the loss that would have been avoided had the Borrowers taken all reasonable steps to mitigate such loss, including, without limitation, by enforcing their
rights against any beneficiary and, in case of a claim of wrongful dishonor, by specifically and timely authorizing the L/C Issuer to cure such dishonor. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that
appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary (or the L/C Issuer may refuse to accept and make payment upon such documents if such documents are not in
strict compliance with the terms of such Letter of Credit and may disregard any requirement in a Letter of Credit that notice of dishonor be given in a particular manner and any requirement that presentation be made at a particular place or by a
particular time of day), and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer shall not be responsible for the wording of any Letter of Credit (including, without limitation, any drawing conditions or any terms or
conditions that are ineffective, ambiguous, inconsistent, unduly complicated or reasonably impossible to satisfy), notwithstanding any assistance the L/C Issuer may provide to the Borrowers with drafting or recommending text for any Letter of Credit
Application or with the structuring of any transaction related to any Letter or Credit, and the Borrowers hereby acknowledge and agree that any such assistance will not constitute legal or other advice by the L/C Issuer or any representation or
warranty by the L/C Issuer that any such wording or such Letter of Credit will be effective. Without limiting the foregoing, the L/C Issuer may, as it deems appropriate, modify or alter and use in any Letter of Credit the terminology contained on
the Letter of Credit Application for such Letter of Credit. 
 (g) Cash Collateral. Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Obligation that remains outstanding, or (ii) if, as of the Letter of Credit Expiration Date, any L/C
Obligation for any reason remains outstanding, the Borrowers 

  
 91 







 
shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth additional circumstances and events which
require L/C Obligations to be Cash Collateralized. The Borrowers hereby grant to the Administrative Agent a security interest in all Cash Collateral and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest
bearing deposit accounts at Wells Fargo. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such
funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount
equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the
drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Laws, to reimburse the L/C Issuer and, to the extent not so applied, shall thereafter be applied
to satisfy other Obligations. 
 (h) Applicability of ISP and UCP 600. Unless otherwise expressly agreed by the L/C Issuer and the
Lead Borrower when a Letter of Credit is issued, (i) the rules of the ISP and UCP 600 shall apply to each Standby Letter of Credit, and (ii) the rules of the UCP 600 shall apply to each Commercial Letter of Credit. 

(i) Letter of Credit Fees. The Borrowers shall pay to the Administrative Agent for the account of each Lender in accordance with its
Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit equal to the Applicable Margin for LIBO Rate Loans minus 0.50% multiplied by the daily Stated Amount under each such Letter
of Credit (whether or not such maximum amount is then in effect under such Letter of Credit). For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of the Letter of Credit shall be determined in
accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first day after the end of each month commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of
Credit Expiration Date and thereafter on demand, and (ii) computed on a monthly basis in arrears. Notwithstanding anything to the contrary contained herein, while any Event of Default exists, all Letter of Credit Fees shall accrue at the
Default Rate as provided in Section 2.12(b) hereof. 
 (j) Documentary and Processing Charges Payable to L/C Issuer. The
Borrowers shall pay directly to the L/C Issuer, for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time
in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. 
 (k) Conflict with
Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 

  
 92 







 2.04. Swing Line Loans. 

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in reliance upon the agreements of
the other Lenders set forth in this Section 2.04, make loans (each such loan, a “Swing Line Loan”) to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to
exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender
acting as Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, that, after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed Loan Cap, and (ii) the aggregate
Outstanding Amount of the Committed Loans of any Lender at such time, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Lender’s Applicable Percentage of the Outstanding
Amount of all Swing Line Loans at such time shall not exceed such Lender’s Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and
provided, further, that, the Swing Line Lender shall not be obligated to make any Swing Line Loan at any time when any Lender is at such time a Defaulting Lender hereunder, unless the Swing Line Lender has entered into
reasonably satisfactory arrangements with the Borrowers or such Lender to eliminate the Swing Line Lender’s risk with respect to such Lender. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may
borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a
Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s
Applicable Percentage times the amount of such Swing Line Loan. The Swing Line Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions
suffered by the Swing Line Lender in connection with Swing Line Loans made by it or proposed to be made by it as if the term “Administrative Agent” as used in Article IX included the Swing Line Lender with respect to such
acts or omissions, and (B) as additionally provided herein with respect to the Swing Line Lender. 
 (b) Borrowing Procedures.
Each Swing Line Borrowing shall be made upon the Lead Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day.
Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Lead Borrower. Promptly
after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent at the
request of the Required Lenders prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing 

  
 93 







 
Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the
applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make
the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account of the Lead Borrower on the books of the Swing Line Lender in immediately available funds. 

(c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably
authorize the Swing Line Lender to so request on their behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in
writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal
amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Lead Borrower with a copy of the applicable Committed
Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in
immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each
Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant
Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. 

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be
paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of
the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection
with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed 

  
 94 







 
Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender
(through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

(iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this
Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender,
the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or an Event of Default or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, that, each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in
Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein. 

(d) Repayment of Participations. 

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any
payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such
Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender. 
 (ii) If any payment received
by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement
entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such
amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of
the Obligations and the termination of this Agreement. 
 (e) Interest for Account of Swing Line Lender. The Swing Line Lender shall
be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any
Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender. 
 (f)
Payments Directly to Swing Line Lender. The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender. 

  
 95 







 2.05. Prepayments. 

(a) The Borrowers may prior to a Cash Dominion Event, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time
or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided, that, (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business
Days prior to any date of prepayment of LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice
shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice,
and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the
date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied
to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. 
 (b) The Borrowers may, upon irrevocable
notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that,
(i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such
notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified
therein. 
 (c) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall prepay Loans,
Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess no later than one (1) Business Day thereafter; provided, that, the Borrowers shall not be required to Cash Collateralize
the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. 

(d) Reserved. 
 (e) Reserved. 

(f) Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in accordance with the provisions of Section 6.13
hereof. 
 (g) Subject to the terms of the Term Loan Intercreditor Agreement, the
Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event, unless the Net Proceeds therefrom are required to be paid to the holder of
a Lien on such property or asset having priority over the Lien of the Administrative Agent and no Net Proceeds remain after such application. 

  
 96 







 (h) Reserved. 

(i) Prepayments made pursuant to Section 2.05(c), (f) and (g) above, first, shall be applied to the Swing Line
Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all
Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of
Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable. 

(j) After the incurrence of the Permitted Term Loan Indebtedness and so long as the Permitted Term Loan Indebtedness is outstanding,
prepayments made pursuant to Prepayment Events shall be applied first, to the outstanding Committed Loans (and any Obligations then due and payable) in the event that such prepayment arises from a Disposition of, or Extraordinary Receipts with
respect to, Revolving Loan Priority Collateral (without a permanent reduction in the Aggregate Commitments) and second, to the Permitted Term Loan Indebtedness, and to the extent any prepayments are made pursuant to Prepayment Events that arise from
a Disposition of, or Extraordinary Receipts with respect to Term Loan Priority Collateral, such proceeds shall be applied first, to the Permitted Term Loan Indebtedness and second, to the outstanding Committed Loans and Obligations, in accordance
with clause (i) above. 
 2.06. Termination or Reduction of Commitments. 

(a) The Borrowers may, upon not less than five (5) Business Days irrevocable notice from the Lead Borrower to the Administrative Agent,
terminate the Commitments (without penalty or payment of any kind). 
 (b) In addition, the Borrowers may, upon irrevocable notice from the
Lead Borrower to the Administrative Agent, terminate, in whole or in part, the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce, in whole or in part, the Aggregate Commitments,
the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in a minimum amount of $2,500,000 or any whole multiple of $1,000,000 in excess thereof or in such lesser amount equal to the remaining Aggregate Commitments, (iii) the Borrowers shall
not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after
giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the 

  
 97 







 
Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Once
Borrowers have requested a reduction in the amount of the Aggregate Commitments, Borrowers shall not request an increase of the Aggregate Commitments pursuant to Section 2.15. 

(c) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the
amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. 

(d) The Administrative Agent will promptly notify the Revolving Loan Lenders of any termination or reduction of the Letter of Credit Sublimit,
Swing Line Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction
amount. All fees (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the
effective date of such termination. 
 2.07. Repayment of Loans. 

(a) Borrowers shall repay to the Lenders on the Termination Date the aggregate principal amount of Committed Loans outstanding on such date.

 (b) To the extent not previously paid, Borrowers shall repay the outstanding balance of the Swing Line Loans on the Termination Date. 

2.08. Interest. 
 (a)
Subject to the provisions of Section 2.08(b) below, 
 (i) each LIBO Rate Loan, shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the Adjusted LIBO Rate for such Interest Period plus the Applicable Margin; 

(ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per
annum equal to the Base Rate plus the Applicable Margin; and 
 (iii) each Swing Line Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin a Base Rate Loan. 

(b) (i) If any amount payable under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

  
 98 







 (ii) If any other Event of Default exists, then the Administrative Agent may, and upon the
request of the Required Lenders shall, notify the Lead Borrower that all outstanding Obligations shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate and thereafter such Obligations shall
bear interest at the Default Rate to the fullest extent permitted by applicable Laws. 
 (iii) Accrued and unpaid interest on past due
amounts (including interest on past due interest) shall be due and payable upon demand. 
 (c) Interest on each Loan shall be due and payable
in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law. 
 2.09. Fees. In addition to certain fees described in
subsections (i) and (j) of Section 2.03: 
 (a) Commitment Fee. The Borrowers shall pay to the Administrative
Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to one quarter of one percent (0.25%) per annum multiplied by the actual daily amount by which the Aggregate Commitments exceed the
Total Outstandings (provided, that, for purposes of calculating the commitment fee, outstanding Swing Line Loans will not be included in the calculation). The commitment fee shall accrue at all times during the Availability Period,
including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable monthly in arrears on the first day after the end of each month, commencing with the first such date to occur after
November 1, 2012 and on the last day of the Availability Period. The commitment fee shall be calculated monthly in arrears. 
 (b)
Other Fees. Borrowers shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever. 
 2.10. Computation of Interest and Fees. All computations of fees and interest shall
be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue on each outstanding Loan commencing and including the day on which the Loan is made, and until (but not including) the day on which such Loan or portion thereof is
paid, provided, that, any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee
hereunder shall be conclusive and binding for all purposes, absent manifest error. 
 2.11. Evidence of Debt. 

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by the Administrative Agent (the
“Loan Account”) in the ordinary course of business. In addition, each Lender may record in such Lender’s internal records, an appropriate notation evidencing the date and amount of each Loan from such Lender, each payment and
prepayment of principal of any such Loan, and each payment of interest, fees 

  
 99 







 
and other amounts due in connection with the Obligations due to such Lender. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers
hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative
Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with
respect thereto. Upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of such Lender’s Note and upon cancellation of such Note, the Borrowers will issue, in lieu thereof, a replacement Note in favor of such
Lender, in the same principal amount thereof and otherwise of like tenor. 
 (b) In addition to the accounts and records referred to in
Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line
Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in
the absence of manifest error. 
 2.12. Payments Generally; Administrative Agent’s Clawback. 

(a) General. 
 (i) All
payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The
Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments
received by the Administrative Agent after 2:00 p.m., at the option of the Administrative Agent, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by
the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 

  
 100 







 (ii) All payments to be made hereunder by Borrowers shall be remitted to Administrative Agent
from and all such payments, and all proceeds of Collateral received by Administrative Agent, shall be applied, so long as a Cash Dominion Event (other than as a result of a Specified Event of Default) has occurred and is continuing, as follows: 

(A) first, to pay any Secured Party Group Expenses (including cost or expense reimbursements) or indemnities then due to Administrative
Agent under the Loan Documents, until paid in full, 
 (B) second, to pay any fees then due to Administrative Agent under the Loan
Documents, until paid in full, 
 (C) third, to pay interest then due on Protective Overadvances to Borrowers, until paid in full,

 (D) fourth, to pay principal then due on Protective Overadvances to Borrowers, until paid in full, 

(E) fifth, ratably, to pay any Secured Party Group Expenses (including cost or expense reimbursements) or indemnities then due to any
of the Lenders under the Loan Documents, until paid in full, 
 (F) sixth, ratably, to pay any fees then due from Borrowers to any of
the Lenders under the Loan Documents, until paid in full, 
 (G) seventh, to pay interest then due in respect of the Swing Line
Loans, until paid in full, 
 (H) eighth, ratably, to pay interest then due in respect of the Revolving Loans (other than Swing Line
Loans and Protective Overadvances), until paid in full, 
 (I) ninth, to pay the principal of all Swing Line Loans, until paid in
full, 
 (J) tenth, ratably to Administrative Agent, for the account of Administrative Agent and Lenders with Commitments, to pay the
principal of all Revolving Loans whether or not then due, until paid in full, 
 (K) eleventh , Reserved, 

(L) twelfth, (i) to pay in full any other Obligations then due (other than Obligations arising under or pursuant to any Other
Liabilities and Obligations owed to Defaulting Lenders), until paid in full, 
 (M) thirteenth, ratably, to pay in full any other
Obligations (other than Other Liabilities not then due, and Obligations owed to Defaulting Lenders) then due, until paid in full, and 
 (N)
fourteenth, to Borrowers or such other Person entitled thereto under applicable law. 

  
 101 







 In the absence of a Cash Dominion Event or an Event of Default, all payments made hereunder by Borrowers shall be
applied by the Administrative Agent to the Obligations in such order of application as set forth in Section 2.05(i). 
 (b)
(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of LIBO Rate Loans (or in the case of any Borrowing of Base
Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.02 (or in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in
reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender
and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the
Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation plus any administrative processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers,
the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of
such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such
Committed Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(ii) Payments by Borrowers; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the
Lead Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers
have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such
payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with
interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation. 

  
 102 







 A notice of the Administrative Agent to any Lender or the Lead Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest error. 
 (c) Failure to Satisfy Conditions
Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the
Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof (subject to the provisions of the last paragraph of
Section 4.02 hereof), the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. 

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters
of Credit and Swing Line Loans and to make payments hereunder are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment hereunder on any date required hereunder shall not
relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment hereunder.

 (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place
or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 

2.13. Sharing of Payments by Lenders. If any Secured Party shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of, interest on, or other amounts with respect to, any of the Obligations resulting in such Secured Party’s receiving payment of a proportion of the aggregate amount of such Obligations greater than
its pro rata share thereof as provided herein (including as in contravention of the priorities of payment set forth in Section 8.03), then the Secured Party receiving such greater proportion shall (a) notify the Administrative Agent
of such fact, and (b) purchase (for cash at face value) participations in the Obligations of the other Secured Parties, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the
Secured Parties ratably and in the priorities set forth in Section 8.03, provided, that: 
 (i) if any such
participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery,
without interest; and 
 (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by the Loan
Parties pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C
Obligations or Swing Line Loans to any assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section shall apply). 

  
 103 







 Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of such Loan Party in the amount of such participation. 
 2.14. Settlement Amongst Lenders. 

(a) The amount of each Lender’s Applicable Percentage of outstanding Loans (including outstanding Swing Line Loans, shall be computed
weekly (or more frequently in the Administrative Agent’s discretion) and shall be adjusted upward or downward based on all Loans (including Swing Line Loans and repayments of Loans (including Swing Line Loans) received by the Administrative
Agent as of 3:00 p.m. on the first Business Day (such date, the “Settlement Date”) following the end of the period specified by the Administrative Agent. 

(b) The Administrative Agent shall deliver to each of the Lenders promptly after a Settlement Date a summary statement of the amount of
outstanding Committed Loans and Swing Line Loans for the period and the amount of repayments received for the period. As reflected on the summary statement, (i) the Administrative Agent shall transfer to each Lender its Applicable Percentage of
repayments, and (ii) each Lender shall transfer to the Administrative Agent (as provided below) or the Administrative Agent shall transfer to each Lender, such amounts as are necessary to insure that, after giving effect to all such transfers,
the amount of Committed Loans made by each Lender shall be equal to such Lender’s Applicable Percentage of all Committed Loans outstanding as of such Settlement Date. If the summary statement requires transfers to be made to the Administrative
Agent by the Lenders and is received prior to 1:00 p.m. on a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m. that day; and, if received after 1:00 p.m., then no later than 3:00 p.m. on the next
Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by the Administrative Agent. If and to the extent any Lender shall not have so made its transfer to the
Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent, equal to the
greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing, or similar fees customarily charged by the Administrative
Agent in connection with the foregoing. 
 2.15. Increase in Commitments. 

(a) Request for Increase. Provided no Default or Event of Default then exists or would arise therefrom,
after the Amendment No. 3 Effective Date, the Lead Borrower may from time to time deliver a written request to the Administrative Agent to request an increase in the Commitments by an
aggregate amount (for all such requests) not exceeding $15,000,00020,000,000; provided, that, (i) any such
request for an increase shall be in a minimum amount of $2,500,000, (ii) shall be irrevocable, and (iii) the Lead Borrower may make a maximum of five (5) such requests during the term of this Agreement. 

  
 104 







 (b) Notification by Administrative Agent; Additional Lenders. Upon the receipt by the
Administrative Agent of any such written request, Administrative Agent shall notify each of the Lenders of such request. Wells Fargo shall have the option (but not the obligation) to provide each requested increase in the Commitments described in
clause (a) above. Wells Fargo shall notify the Administrative Agent within ten (10) Business Days (or such shorter period of time specified by the Administrative Agent) after the receipt of such notice from the Administrative Agent
whether Wells Fargo is willing to so increase its commitment and its Commitment, and if so, the amount of such increase; provided, that any Lender shall not be obligated to agree to any such increase; it being agreed that the
determination whether to agree to any such increase shall be within the sole and absolute discretion of such Lender. If the aggregate amount of the increases in the Commitments received from existing Lenders does not equal the amount of the increase
in the Commitment requested by Lead Borrower, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable efforts to arrange other Eligible Assignees to become a Lender hereunder and to issue commitments in an amount
equal to the amount of the increase in the Aggregate Commitments requested by the Lead Borrower and not accepted by the existing Lenders (and the Lead Borrower may also invite additional Eligible Assignees to become Lenders, in consultation with the
Administrative Agent) (each, an “Additional Commitment Lender”). In the event that any existing Lender or any Additional Commitment Lender has agreed to provide increases in their Commitments or new Commitments (as applicable) in an
aggregate amount in excess of the increase in the Aggregate Commitments requested by the Lead Borrower or permitted hereunder, the Administrative Agent shall then have the right to allocate such commitments, first to existing Lenders and then to
Eligible Assignees, in such amounts and manner as the Administrative Agent may determine, after consultation with the Lead Borrower. 
 (c)
Conditions to Effectiveness of Commitment Increase. As a condition precedent to such increase in the amount of the Commitment of any Lender or new or additional Commitments of any Additional Commitment Lender, as the case may be (and a
concurrent increase in the Aggregate Commitments), (i) the Lead Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party
(A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before and after giving effect to such increase, (1) the
representations and warranties contained in Article V and the other Loan Documents shall be true and correct in all material respects on and as of the Increase Effective Date, except (i) to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, (ii) in the case of any representation and warranty qualified by “materiality”, “Material Adverse Effect” or
similar language, they shall be true and correct in all respects, and (iii) for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer
to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (ii) the Borrowers shall have paid such fees and other compensation to Wells Fargo or any Additional Commitment Lenders as the
Lead Borrower and Wells Fargo or such Additional Commitment Lenders shall agree, as the case may be; provided, that, in no event shall the fees (including any initial commitment fee), interest rate and other compensation offered or paid in respect
of additional Commitments or increase in Commitments have higher fees or rates than the amounts paid and payable to the then existing Lenders in respect of their Commitments, unless the fees, interest rate and other compensation payable to the then
existing Lenders are 

  
 105 







 
increased to the same as those paid in connection with the additional Commitments or increase in Commitments; (iii) the Borrowers shall have paid such arrangement fees to the Administrative
Agent as the Lead Borrower and the Administrative Agent may agree; (iv) no Default or Event of Default exists; (v) the Borrowers shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance
reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers reasonably satisfactory to the Administrative Agent and dated such date; and (vi) the Borrowers and any Additional Commitment Lender shall have delivered such
other instruments, documents and agreements as the Administrative Agent may reasonably have requested. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to
Section 2.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section. 

(d) Increase Effective Date. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent, in
consultation with the Lead Borrower, shall determine the effective date (the “Increase Effective Date”) which date shall be no more than 10 days following the date of the requested increase; provided, that, all of the conditions set forth
in clause (b) have been satisfied. 
 (e) Conflicting Provisions. This Section shall supersede any provisions in Sections
2.13 or 10.01 to the contrary. 
 ARTICLE III 

TAXES, YIELD PROTECTION AND ILLEGALITY; 

APPOINTMENT OF LEAD BORROWER 

3.01. Taxes. For purposes of this Article III, the term “applicable law” shall include FATCA. 

(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan
Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes (including any Other Taxes), provided, that, if the Borrowers shall be required by applicable law to deduct or withhold any
Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to
additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrowers
shall make such deductions or withholdings and (iii) the Borrowers shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law. 

(b) Payment of Other Taxes by the Borrowers. Without limiting the provisions of subsection (a) above, the Borrowers shall timely
pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law or at the option of the Administrative Agent, timely reimburse it for the payment of Other Taxes. 

  
 106 







 (c) Indemnification by the Loan Parties. The Loan Parties shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Lead Borrower by a Lender or the L/C Issuer (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a the Administrative Agent, a Lender or the L/C Issuer, shall be conclusive absent manifest error. 

(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a
Governmental Authority, the Lead Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (e) Status of Lenders. Any Foreign Lender that is
entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Borrower is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any
other Loan Document shall deliver to the Lead Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Lead Borrower or the Administrative Agent, such properly completed and
executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. Such delivery shall be provided on the Restatement Effective Date and on or before such
documentation expires or becomes obsolete or after the occurrence of an event requiring a change in the documentation most recently delivered. In addition, any Lender, if requested by the Lead Borrower or the Administrative Agent, shall deliver such
other documentation prescribed by applicable law or reasonably requested by the Lead Borrower or the Administrative Agent as will enable the Lead Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup
withholding or information reporting requirements. 
 Without limiting the generality of the foregoing, in the event that any Borrower is
resident for tax purposes in the United States, any Foreign Lender shall deliver to the Lead Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the request of the Lead Borrower or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: 

(i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the
United States is a party, 
 (ii) duly completed copies of Internal Revenue Service Form W-8ECI, 

  
 107 







 (iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrowers within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed copies of
Internal Revenue Service Form W-8BEN, or 
 (iv) any other form prescribed by applicable law as a basis for claiming exemption from or a
reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Lead Borrower to determine the withholding or deduction required to be made,
including under FATCA. 
 (f) Treatment of Certain Refunds. If the Administrative Agent, any Lender or the L/C Issuer determines, in
its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section, it shall pay to the
indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided,
that, the Loan Parties, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agree to repay the amount paid over to the Loan Parties under this subsection (f) (plus any penalties, interest or other charges
imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary contained in this subsection (f) in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this subsection (f) the payment of which
would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and
the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to the Loan Parties or any other Person. 
 3.02. Illegality. If any
Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBO Rate Loans, or to determine or charge interest
rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such
Lender to the Lead Borrower through the Administrative Agent, any obligation of such Lender to make or continue LIBO Rate Loans or to convert Base Rate Loans to LIBO Rate Loans shall be suspended until such Lender notifies the Administrative Agent
and the Lead Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the 

  
 108 







 
Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Loans of such Lender to Base Rate Loans, either on the
last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBO Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBO Rate Loans. Upon any such prepayment or
conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. 
 3.03. Inability to Determine
Rates. If the Required Lenders determine that for any reason in connection with any request for a LIBO Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank
market for the applicable amount and Interest Period of such LIBO Rate Loan, (b) adequate and reasonable means do not exist for determining the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan, or
(c) the LIBO Rate for any requested Interest Period with respect to a proposed LIBO Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Lead
Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBO Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such
notice, the Lead Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of LIBO Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans
in the amount specified therein. 
 3.04. Increased Costs; Reserves on LIBO Rate Loans. 

(a) Increased Costs Generally. If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBO Rate) or the L/C Issuer; 

(ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any LIBO Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01
and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or 
 (iii) impose on any
Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBO Rate Loans made by such Lender or any Letter of Credit or participation therein; 

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBO Rate Loan (or of maintaining its
obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to
reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C
Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 

  
 109 







 (b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in
Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on
such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations
in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such
Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrowers
will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered. 

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to
compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Lead Borrower shall be conclusive absent manifest error. The
Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided, that, the Borrowers shall not be required to compensate a Lender or the L/C Issuer
pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Lead Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive,
then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 
 (e) Reserves on
LIBO Rate Loans. The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as
“Eurocurrency liabilities”), additional interest on the unpaid principal amount of each LIBO Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith,
which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided, that, the Lead Borrower shall have received at least 10 days’ prior notice (with a copy to
the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice. 


  
 110 







 3.05. Compensation for Losses. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the
Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 
 (b) any failure by the
Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Lead Borrower; or 

(c) any assignment of a LIBO Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Lead
Borrower pursuant to Section 10.13; 
 including any loss or expense (excluding loss of anticipated profits or margin) actually incurred by
reason of the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. 

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each LIBO
Rate Loan made by it at the LIBO Rate for such Loan by a matching deposit or other borrowing in the London interbank market for a comparable amount and for a comparable period, whether or not such LIBO Rate Loan was in fact so funded. 

3.06. Mitigation Obligations; Replacement of Lenders. 

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrowers are
required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall (at
the request of the Lead Borrower) use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to
Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation or assignment. 
 (b) Replacement of Lenders. If any
Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers
may replace such Lender in accordance with Section 10.13. 

  
 111 







 3.07. Survival. All of the Borrowers’ obligations under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder. 
 3.08. Designation of Lead Borrower
as Borrowers’ Agent. 
 (a) Each Borrower hereby irrevocably designates and appoints the Lead Borrower as such Borrower’s agent
to obtain Credit Extensions, the proceeds of which shall be available to each Borrower for such uses as are permitted under this Agreement. As the disclosed principal for its agent, each Borrower shall be obligated to each Lender on account of
Credit Extensions so made as if made directly by the applicable Lender to such Borrower, notwithstanding the manner by which such Credit Extensions are recorded on the books and records of the Lead Borrower and of any other Borrower. In addition,
each Loan Party other than the Borrowers hereby irrevocably designates and appoints the Lead Borrower as such Loan Party’s agent to represent such Loan Party in all respects under this Agreement and the other Loan Documents. 

(b) Each Borrower recognizes that credit available to it hereunder is in excess of and on better terms than it otherwise could obtain on and
for its own account and that one of the reasons therefor is its joining in the credit facility contemplated herein with all other Borrowers. Consequently, each Borrower hereby assumes and agrees to discharge all Obligations of each of the other
Borrowers. 
 (c) The Lead Borrower shall act as a conduit for each Borrower (including itself, as a “Borrower”) on whose
behalf the Lead Borrower has requested a Credit Extension. Neither the Administrative Agent nor any other Lender shall have any obligation to see to the application of such proceeds therefrom. 

ARTICLE IV 
 CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS 
 4.01. Conditions of Initial Credit Extension. The effectiveness of this Amended and Restated
Credit Agreement shall be subject to satisfaction or waiver of the following conditions precedent: 
 (a) The Administrative Agent’s
receipt of the following, each of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by originals) unless otherwise specified, each
properly executed by a Responsible Officer of the signing Loan Party or the Lenders, as applicable, each dated the Restatement Effective Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Effective
Date) and each in form and substance reasonably satisfactory to the Administrative Agent: 
 (i) executed counterparts of this Agreement
sufficient in number for distribution to the Administrative Agent, each Lender and the Lead Borrower; 

  
 112 







 (ii) such certificates of resolutions or other action, incumbency certificates and/or other
certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing (A) the authority of each Loan Party to enter into this Agreement and the other Loan Documents to which such Loan Party is a
party or is to become a party and (B) the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is
a party or is to become a party; 
 (iii) copies of each Loan Party’s Organization Documents and such other documents and
certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction
where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to so qualify in such jurisdiction could not reasonably be expected to have a Material Adverse
Effect; 
 (iv) a favorable legal opinion of Pepper Hamilton LLP, U.S., counsel to the Loan Parties, and Gowlings WLG, Canadian counsel to
the Loan Parties, in each case, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; 

(v) a certificate signed by a Responsible Officer of the Lead Borrower certifying (A) that the conditions specified in Sections
4.02(a) and (b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the
aggregate, a Material Adverse Effect, (C) to the Solvency of the Loan Parties as of the Restatement Effective Date after giving effect to the transactions contemplated hereby, and (D) either that (1) no consents, licenses or approvals
are required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, or (2) that all such consents, licenses and approvals have been
obtained and are in full force and effect; 
 (vi) a duly completed Compliance Certificate as of the last day of the Fiscal Quarter of the
Lead Borrower and its Subsidiaries most recently ended prior to the Restatement Effective Date, signed by a Responsible Officer of the Lead Borrower; 

(vii) evidence that all insurance required to be maintained pursuant to the Loan Documents and all endorsements in favor of the Administrative
Agent required under the Loan Documents have been obtained and are in effect; 
 (viii) evidence reasonably satisfactory in form and
substance to the Administrative Agent that a portion of the proceeds of the Term Loan have been used to repay the all of the Tranche A-1 Outstandings and Obligations (including fees and interest) in respect thereof and that the Tranche A-1
Commitments thereunder have been terminated;Reserved; 

  
 113 







 (ix) each Security Document or amendment thereto set forth on Schedule 4.01(a) required
to be executed on the Restatement Effective Date as indicated on such schedule, duly executed by each Loan Party a party thereto and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in blank,
each duly executed by the applicable Loan Parties, and all documents and instruments required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded to create or perfect the first priority Liens intended to be
created under the Loan Documents, as set forth on Schedule 4.01(a); 
 (x) subject to Section 6.21, all other Loan Documents
(including without limitation the Term Loan Intercreditor Agreement), each duly executed by the applicable Loan Parties; 

(xi) results of searches or other evidence reasonably satisfactory to the Administrative Agent (in each case dated as of a date reasonably
satisfactory to the Administrative Agent) indicating the absence of Liens on the assets of the Loan Parties, except for Permitted Encumbrances and Liens for which termination statements and releases, satisfactions and discharges of any Mortgages,
and releases or subordination agreements reasonably satisfactory to the Administrative Agent are being tendered concurrently with such extension of credit or other arrangements reasonably satisfactory to the Administrative Agent for the delivery of
such termination statements and releases, satisfactions and discharges have been made; 
 (b) After giving effect to the funding of
the Term Loans and repayment of the Tranche A-1 Outstandings, Excess Availability shall be not less than $45,000,000.Reserved. 

(c) The Administrative Agent shall have received a Borrowing Base Certificate dated the Restatement Effective Date, as of February 27,
2016, with a roll-forward, in form acceptable to the Administrative Agent to the Restatement Effective Date and, in each case, executed by a Responsible Officer of the Lead Borrower. 

(d) The Administrative Agent shall have received the Audited Financial Statements. 

(e) The Administrative Agent shall have received and be satisfied with (i) a detailed annual forecast for the period commencing on the
Restatement Effective Date and ending with the end of the 2016 Fiscal Year, which shall include an Excess Availability model, Consolidated income statement, balance sheet, and statement of cash flow, (ii) a detailed forecast for the period
commencing on the Restatement Effective Date and ending with the end of the 2016 Fiscal Year, which shall include an Excess Availability model, Consolidated income statement, balance sheet and statement of cash flow, by month (iii) any updates
to the projections described in clauses (i) and (ii), in each case in form and substance reasonably satisfactory to Administrative Agent, and (iv) copies of interim unaudited financial statements for each quarter and month since the date
of the Audited Financial Statements, in each case of the foregoing clauses (i) through (iv), prepared in conformity with GAAP and consistent with the Loan Parties’ then current practices. 

(f) The consummation of the transactions contemplated hereby shall not violate any applicable Law or any Organization Document. 

  
 114 







 (g) all fees required to be paid to the Administrative Agent or the Arranger on or before the
Restatement Effective Date shall have been paid in full (including without limitation the fees referred to in the Fee Letter), and all fees required to be paid to the Lenders on or before the Restatement Effective Date shall have been paid in full.

 (h) The Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at
least two (2) Business Days prior to the Restatement Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided, that, such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent). 

(i) The Administrative Agent shall have received copies of all of the Term Loan Documents, in form and substance satisfactory to the
Administrative Agent. 
 (j) The Administrative Agent shall have received all documentation and other information reasonably requested in
writing at least five (5) Business Days prior to the Restatement Effective Date in order to allow the Lenders to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without
limitation the Patriot Act. 
 Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with
the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have Consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be
Consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Restatement Effective Date specifying its objection thereto. 

4.02. Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a
Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of LIBO Rate Loans) and each L/C Issuer to issue each Letter of Credit is subject to the following conditions precedent: 

(a) The representations and warranties of each other Loan Party contained in Article V or any other Loan Document, shall be true and
correct in all material respects on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all
material respects as of such earlier date, (ii) in the case of any representation and warranty qualified by “materiality”, “Material Adverse Effect” or similar language, they shall be true and correct in all respects, and
(iii) for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01. 
 (b) No Default or Event of Default shall exist, or would result from
such proposed Credit Extension or from the application of the proceeds thereof. 

  
 115 







 (c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall
have received a Request for Credit Extension in accordance with the requirements hereof. 
 (d) No Overadvance shall result from such Credit
Extension. 
 Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a
continuation of LIBO Rate Loans) submitted by Borrowers shall be deemed to be a representation and warranty by the Borrowers that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of
the applicable Credit Extension. The conditions set forth in this Section 4.02 are for the sole benefit of the Secured Parties but until the Required Lenders otherwise direct the Administrative Agent to cease making Committed Loans, the
Lenders will fund their Applicable Percentage of all Loans and participate in all Swing Line Loans and Letters of Credit whenever made or issued, which are requested by the Lead Borrower and which, notwithstanding the failure of the Loan Parties to
comply with the provisions of this Article IV, agreed to by the Administrative Agent, provided, that, the making of any such Loans or the issuance of any Letters of Credit shall not be deemed a modification or waiver by any Secured
Party of the provisions of this Article IV on any future occasion or a waiver of any rights or the Secured Parties as a result of any such failure to comply. 

ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

To induce the Secured Parties to enter into this Agreement and to make Loans and to issue Letters of Credit hereunder, each Loan Party
represents and warrants to the Administrative Agent and the other Secured Parties that: 
 5.01. Existence, Qualification and Power.
Each Loan Party and each Restricted Subsidiary thereof (a) is a corporation, limited liability company, partnership or limited partnership, duly incorporated, organized or formed, validly existing and, where applicable, in good standing under
the Laws of the jurisdiction of its incorporation, organization, or formation (b) has all requisite power and authority and all requisite governmental licenses, permits, authorizations, consents and approvals to (i) own or lease its assets
and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, where applicable, in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not
reasonably be expected to have a Material Adverse Effect. Schedule 5.01 annexed hereto sets forth, as of the Restatement Effective Date, each Loan Party’s name as it appears in official filings in its state of incorporation or
organization, organization type, organization number, if any, issued by its state of incorporation or organization, and its federal employer identification number. 

5.02. Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such
Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or
result in any breach, termination, or contravention of, or constitute a default under, or require any payment to be made under (i) any Material Contract to which such Person is a party or affecting such Person or the properties


  
 116 







 
of such Person or any of its Subsidiaries which has or would reasonably expected to have a Material Adverse Effect, (ii) any Material Indebtedness to which such Person is a party or
affecting such Person or the properties of such Person or any of its Restricted Subsidiaries, or (iii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject in
each case which has or would reasonably expected to have a Material Adverse Effect; (c) result in or require the creation of any Lien upon any asset of any Loan Party (other than Liens in favor of the Administrative Agent under the Security
Documents); or (d) violate any Law where such violation has or would reasonably be expected to have a Material Adverse Effect. 

5.03. Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or
filing with, any Governmental Authority or any other Person is necessary or required in connection with the grant of the security interest by the Loan Parties of the Collateral pledged by the Loan Parties pursuant to the Security Documents or for
the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except for (a) the perfection or maintenance of the Liens created under the Security Documents or the priority
thereof, (b) such as have been obtained or made and are in full force and effect, or (c) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
 5.04. Binding Effect. This Agreement
and each other Loan Document has been, duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each
Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless
of whether considered in a proceeding in equity or at law. 
 5.05. Financial Statements; No Material Adverse Effect. 

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in
accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all Material Indebtedness of the Lead Borrower and its Subsidiaries as of the date thereof, if and as
required by GAAP. 
 (b) The unaudited Consolidated balance sheet of the Lead Borrower and its Subsidiaries dated October 31, 2015, and
the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for the Fiscal Quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered
thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Lead Borrower and its Subsidiaries as of the date thereof and their results of operations for the period
covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Schedule 5.05 sets forth all Material Indebtedness of the Loan Parties and their Consolidated
Subsidiaries as of the Restatement Effective Date. 

  
 117 







 (c) Since the date of the Audited Financial Statements, there has been no event or circumstance,
either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect. 
 (d) To the best
knowledge of the Lead Borrower, no Internal Control Event exists or has occurred since the date of the Audited Financial Statements that has resulted in or would reasonably be expected to result in a misstatement in any material respect, in any
financial information delivered or to be delivered to the Administrative Agent or the Lenders, of (i) covenant compliance calculations provided hereunder or (ii) the assets, liabilities, financial condition or results of operations of the
Lead Borrower and its Subsidiaries on a Consolidated basis. 
 (e) The Consolidated pro forma balance sheet of the Lead Borrower and its
Subsidiaries as at June 30, 2012, and the related Consolidated pro forma statements of income and cash flows of the Lead Borrower and its Subsidiaries for the nine (9) months then ended, certified by the chief financial officer of the Lead
Borrower, copies of which have been furnished to each Lender, fairly present in all material respects the Consolidated pro forma financial condition of the Lead Borrower and its Subsidiaries as at such date and the Consolidated pro forma results of
operations of the Lead Borrower and its Subsidiaries for the period ended on such date, all in accordance with GAAP. 
 (f) The Consolidated
forecasted balance sheet, statements of income and cash flows of the Lead Borrower and its Subsidiaries delivered pursuant to Section 6.01(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions
were believed to be reasonable at the time made and at the time of delivery of such forecasts; it being understood that the projections and estimates contained in such Consolidated balance sheet, statements of income and cash flows are subject to
uncertainties and contingencies, many of which are beyond the control of the Loan Parties, that actual results may vary from projected results and that such variances may be material and that the Loan Parties make no representation as to the
attainability of such projection or as to whether such projections will be achieved or materialize. 
 5.06. Litigation. There are no
actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any
Loan Party or any of its Subsidiaries or against any of its properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as
specifically disclosed in Schedule 5.06, either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. 

5.07. No Default or Event of Default. No Loan Party or any Restricted Subsidiary is in default under or with respect to, any Material
Indebtedness. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. Neither the Lead Borrower nor any of its Subsidiaries is
a party to any agreement or instrument or subject to any corporate restriction that has resulted or would reasonably be expected to result in a Material Adverse Effect. 

  
 118 







 5.08. Ownership of Property; Liens. 

(a) Each of the Loan Parties and each Restricted Subsidiary thereof has good record and marketable title in fee simple to or valid leasehold
interests in, all Real Estate necessary or used in the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Loan
Parties and each Restricted Subsidiary has good and marketable title to, valid leasehold interests in, or valid licenses to use all personal property and assets material to the ordinary conduct of its business, except in each case as does not have
and would not reasonably be expected to have a Material Adverse Effect. 
 (b) Schedule 5.08(b)(1) sets forth the address (including
street address, county and state) of all Real Estate that is owned by the Loan Parties and each of their Restricted Subsidiaries, together with a list of the holders of any mortgage or other Lien thereon as of the Restatement Effective Date. Each
Loan Party and each of its Restricted Subsidiaries has good, marketable and insurable fee simple title to the Real Estate owned by such Loan Party or such Restricted Subsidiary, free and clear of all Liens (other than Permitted Encumbrances), except
in each case as or would reasonably be expected to have a Material Adverse Effect. Schedule 5.08(b)(2) sets forth the address (including street address, county and state) of all Leases of the Loan Parties, together with name of the lessor
with respect to each such Lease as of the Restatement Effective Date. Each of such Leases is in full force and effect and the Loan Parties and the Restricted Subsidiaries are not in default (beyond applicable cure periods) of the terms of any such
Leases and each of the Loan Parties and the Restricted Subsidiaries enjoys peaceful and undisturbed possession under all such Leases, except in each case as would not reasonably be expected to have a Material Adverse Effect. 

(c) Schedule 7.01 sets forth a complete and accurate list of all Liens (other than Liens that constitute Permitted Encumbrances
described in clauses (a) through (f) , clauses (h) through (l), clauses (n) through (s), and clauses (y) through (bb) of the definition thereof) on the property or assets of each Loan Party and each of its Restricted
Subsidiaries, as of the Restatement Effective Date showing the lien holder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Restricted Subsidiary subject thereto. The property of
each Loan Party and each of its Restricted Subsidiaries is subject to no Liens, other than Permitted Encumbrances. 
 (d) Schedule
7.02 sets forth a complete and accurate list of all Investments held by any Loan Party or any Restricted Subsidiary of a Loan Party on the Restatement Effective Date, showing as of the Restatement Effective Date the amount, obligor or issuer and
maturity, if any, thereof. 
 (e) Schedule 7.03 sets forth a complete and accurate list of all Indebtedness of each Loan Party or any
Restricted Subsidiary of a Loan Party on the Restatement Effective Date, showing as of the Restatement Effective Date the amount, obligor or issuer and maturity thereof. 

5.09. Environmental Compliance. 

(a) No Loan Party or any Restricted Subsidiary thereof (i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability, (iii) has received notice of any claim with respect to any Environmental Liability or
(iv) knows of any basis for any Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

  
 119 







 (b) Except as otherwise set forth in Schedule 5.09, (i) none of the properties
currently or formerly owned or operated by any Loan Party or Restricted Subsidiary is or was listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property;
(ii) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any
property currently owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws or, to the knowledge of any of the Loan Parties on any property formerly owned or operated by any Loan Party or Restricted
Subsidiary; (iii) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or Restricted Subsidiary; (iv) Hazardous Materials have not been released, discharged or disposed of on
any property currently or formerly owned or operated by any Loan Party or Restricted Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of any of the Loan Parties, there are no pending or threatened Liens under or
pursuant to any applicable Environmental Laws on any Real Estate or other assets owned or leased by any Loan Party or Restricted Subsidiary, and to the best of the knowledge of any of the Loan Parties, no actions by any Governmental Authority have
been taken or are in process which would subject any of such properties or assets to such Liens, except, in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. 
 (c) Except as otherwise set forth on Schedule 5,09, no Loan Party or any Restricted Subsidiary thereof is
undertaking, and no Loan Party or any Restricted Subsidiary thereof has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or
threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and all Hazardous Materials
generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any Restricted Subsidiary thereof have been disposed of in a manner not reasonably expected to
result in a Material Adverse Effect. 
 5.10. Insurance. Schedule 5.10 hereto sets forth a list of the Loan Parties’ and their
Respective Subsidiaries’ insurance policies. The properties of the Loan Parties and their Restricted Subsidiaries are insured with insurance companies the Loan Parties believe (in the good faith judgment of its management) to be financially
sound and reputable at the time the relevant coverage is placed or renewed against such loss or damage with respect to its properties and business of the kind customarily insured against by Persons engaged in the same or similar business, of such
types and such amounts (after giving effect to self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Loan Parties), in such amounts as are customarily carried under similar
circumstances by such other Persons. 

  
 120 







 5.11. Taxes. (a) Except as would not reasonably be expected to have, individually or
in the aggregate, a Material Adverse Effect, the Loan Parties and their Restricted Subsidiaries have filed all Federal, state and other tax returns and reports required to be filed, and (b) have paid when due and payable all Federal, state and
other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings being
diligently conducted, for which adequate reserves have been provided in accordance with GAAP, as to which Taxes no Lien has been filed and which contest effectively suspends the collection of the contested obligation and the enforcement of any Lien
securing such obligation. There is no proposed tax assessment against any Loan Party or any Restricted Subsidiary that would, if made, have a Material Adverse Effect. Except as set forth on Schedule 5.11, no Loan Party or any Restricted
Subsidiary thereof is a party to any tax sharing agreement. 
 5.12. ERISA and Canadian Pension Compliance. 

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each
Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto or is maintained under
a prototype or volume submitter plan and may rely upon a favorable opinion or advisory letter issued by the IRS with respect to such prototype or volume submitter plan. To the best knowledge of the Lead Borrower, nothing has occurred which would
prevent, or cause the loss of, such qualification. The Loan Parties and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with respect to any Plan except to the extent where such failure has not resulted in and could not reasonably be expected to have a Material Adverse Effect. 

(b) There are no pending or, to the best knowledge of the Lead Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could
reasonably be expected to result in a Material Adverse Effect. 
 (c) (i) Except as would not be expected to result in a Material
Adverse Effect, no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) except as has not and could not be expected to result in a Material Adverse Effect; (iv) neither
any Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or
4243 of ERISA with respect to a Multiemployer Plan that has or would be reasonably expected to have a Material Adverse Effect; and (v) except as has not or could not be expected to result in a Material Adverse Effect, neither any Loan Party nor
any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. 

  
 121 







 (d) (i) No Loan Party nor any Restricted Subsidiary maintains, sponsors, administers,
contributes to, participates in or has any liability in respect of any Specified Canadian Pension Plan, nor has any such Person ever maintained, sponsored, administered, contributed to or participated in any Specified Canadian Pension Plan;
(ii) the Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other applicable Laws which require registration, have been administered in accordance with the Income Tax Act (Canada) and such other
applicable Laws and no event has occurred which could cause the loss of such registered status; (iii) all obligations of the Loan Parties and their Restricted Subsidiaries (including funding, investment and administration obligations) required
to be performed in connection with the Canadian Pension Plans and the Canadian Union Plans have been performed on a timely basis except where the failure to so perform on a timely basis would be reasonably expected to have a Material Adverse Effect;
(iv) all contributions or premiums required to be made or paid by the Loan Parties and their Restricted Subsidiaries to the Canadian Pension Plans, Canadian Benefit Plans and Canadian Union Plans have been made on a timely basis in accordance
with the terms of such plans and all applicable Laws; (v) the sole obligation of any Loan Party or any Restricted Subsidiary of any Loan Party under a Canadian Union Plan is to make monetary contributions to the plan in the amounts and in the
manner set forth in the applicable Canadian Union Plan, collective agreement or participation agreement, and all such contributions have been made; (vi) No Loan Party or Restricted Subsidiary has a material liability with respect to any
post-retirement benefit under a Canadian Benefit Plan; (vii) As of the date hereof, no Canadian Pension Event has occurred; (viii) There are no outstanding disputes concerning the Canadian Pension Plans, Canadian Union Plans or Canadian
Benefit Plans or the assets thereof which would reasonably be expected to have a Material Adverse Effect. 
 5.13. Subsidiaries; Equity
Interests. As of the Restatement Effective Date, the Loan Parties have no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, which Schedule sets forth the legal name, jurisdiction of incorporation or
formation and authorized Equity Interests of each such Subsidiary. All of the outstanding Equity Interests in the Loan Parties and Restricted Subsidiaries have been validly issued, are fully paid and non-assessable (other than with respect to the
Lead Borrower) and are owned by a Loan Party (or a Subsidiary of a Loan Party) in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens except for (i) those created under the Security Documents, and
(ii) Permitted Encumbrances securing any Permitted Term Loan Indebtedness, and (iii) Permitted Encumbrances under clauses (a) and (e) in the definition thereof. Except as set forth in Schedule 5.13, there are no
outstanding rights to purchase any Equity Interests in any Restricted Subsidiary. The Loan Parties have no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. The
copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.01 are true and correct copies of each such document, each of which is valid and in full force and effect. 

5.14. Margin Regulations; Investment Company Act. 

(a) No Loan Party is engaged or will be engaged, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. None of the proceeds of the Credit Extensions shall be used directly or indirectly for purpose that
might cause any of the Credit Extensions to be considered a “purpose credit” within the meaning of Regulations T, U, or X issued by the FRB. 

  
 122 







 (b) None of the Loan Parties, any Person Controlling any Loan Party, or any Restricted Subsidiary
is or is required to be registered as an “investment company” under the Investment Company Act of 1940. 
 5.15.
Disclosure. Each Loan Party has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that,
individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information or other data furnished (whether in writing or orally) by or on behalf of any
Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by
other information so furnished) when taken as a whole contains any material misstatement of fact or omits to state any material fact necessary to make the statements, information or data taken as a whole, in the light of the circumstances under
which they were made or delivered, not misleading in any material respect at such time in light of the circumstances under which such information was provided; it being understood that for the purposes of this Section 5.15 such
statements or information or data shall not include projections and pro forma financial information or any other forward-looking information or information of a general economic or industry-specific nature. 

5.16. Compliance with Laws. 

(a) Generally. 
 (i) Each of the
Loan Parties and each Restricted Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which
(a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. 
 (ii) No part of the proceeds of any Loan will be used directly or indirectly
(1) for the purpose of financing any activities or business of or with any Person subject to any sanctions or economic embargoes administered or enforced by the U.S. Department of State or the U.S. Department of Treasury (including OFAC) or any
other applicable sanctions authority (the associated Laws, rules, regulations and orders, collectively, “Sanctions Laws”) or (2) for any payments to any Government Official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of any Sanctions Laws or the FCPA. 

(b) Anti-Terrorism Laws, Etc. Without limiting the foregoing, no Loan Party, any of its Restricted Subsidiaries or, to the knowledge of
the Borrowers, any of their respective Affiliates (i) is in violation of any Anti-Terrorism Law, (ii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, any of the
prohibitions set forth in any Anti-Terrorism Law, or (iii) is a Blocked Person. No Loan Party, any of its Restricted Subsidiaries or, to the knowledge of the Borrowers, any of their respective Affiliates (x) conducts any business or
engages in making or receiving any contribution of funds, 

  
 123 







 
goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction relating to, any property or interest in property blocked pursuant to
Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law. 
 (c) Anti-Corruption Laws, Etc. No Loan Party,
any of its Restricted Subsidiaries or, to the knowledge of the Borrowers, any of their respective Affiliates or any officer, director, or employee, or agent, representative, sales intermediary of such Person, in each case, acting on behalf of
any Loan Party or any of its Restricted Subsidiaries in violation of any applicable Anti-Corruption Law. None of the Loan Parties, its Restricted Subsidiaries or any of their Affiliates has been convicted of violating any Anti-Corruption Laws or
subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws. There is no material suit, litigation, arbitration, claim, audit, action, proceeding or investigation pending or, to the knowledge of
any executive officer of the Borrowers, threatened against or affecting the Loan Parties, their Restricted Subsidiaries or any of their Affiliates related to any applicable Anti-Corruption Law, before or by any Governmental Authority. None of the
Loan Parties nor any of their respective Restricted Subsidiaries has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission
arising under or relating to any noncompliance with any Anti-Corruption Law. In the three (3) years prior to November 1, 2012, none of the Loan Parties nor any of their respective Restricted Subsidiaries has received any written notice,
request or citation for any actual or potential noncompliance with any of the foregoing. 
 (d) Foreign Assets Control Regulations and
Anti-Money Laundering. Each Loan Party and its Restricted Subsidiaries are in compliance in all material respects with all Sanctions Laws, and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy
Act and all regulations issued pursuant to it. No Loan Party, any of its Restricted Subsidiaries, or, to the knowledge of the Borrowers, any of their respective Affiliates, officers or directors (i) is a Person designated by the U.S. government
on the list of the SDN List with which a U.S. Person cannot deal or otherwise engage in business transactions or (ii) is organized, resident or operating in any country or territory that is itself the target of any Sanctions Laws. 

5.17. Intellectual Property; Licenses, Etc. Except as set forth on Schedule 5.17 hereto, the Loan Parties and their Restricted
Subsidiaries own, or possess the right to use, all of the Intellectual Property, licenses, permits and other authorizations that are reasonably necessary for the operation of their respective businesses as currently conducted. Except as set forth on
Schedule 5.17 hereto, to the knowledge of the Lead Borrower, the operation of the respective business of the Loan Parties and their Restricted Subsidiaries as currently conducted does not infringe upon misuse, misappropriate or violate any rights
held by any other Person except for such infringements, misuses, misappropriations or violations that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 5.17
hereto, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Lead Borrower, threatened in writing, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect. 

  
 124 







 5.18. Labor Matters. 

There are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Restricted Subsidiary thereof pending
or, to the knowledge of any Loan Party, threatened. The hours worked by and payments made based on hours worked to employees of the Loan Parties comply with the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law
dealing with such wage and hour matters except to the extent that any such violation could not reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Restricted Subsidiaries has incurred any liability or obligation
under the Worker Adjustment and Retraining Act or similar state Law except where such incurrence could not reasonably be expected, individually or in the aggregate to have a Material Adverse Effect. All payments due from any Loan Party and its
Restricted Subsidiaries, or for which any claim may be made against any Loan Party or any of its Restricted Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or properly accrued in
accordance with GAAP as a liability on the books of such Loan Party. Except as set forth on Schedule 5.18, no Loan Party or any Restricted Subsidiary is a party to or bound by any collective bargaining agreement, management agreement,
employment agreement which constitutes a Material Contract, bonus plan, restricted stock plan, stock option plan, or stock appreciation plan or agreement or any similar plan, agreement or arrangement. There are no representation proceedings pending
or, to any Loan Party’s knowledge, threatened to be filed with the National Labor Relations Board, and no labor organization or group of employees of any Loan Party or any Restricted Subsidiary has made a pending demand for recognition that
would reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, there are no complaints, unfair labor practice charges, grievances, arbitrations, unfair employment
practices charges or any other claims or complaints against any Loan Party or any Restricted Subsidiary pending or, to the knowledge of any Loan Party, threatened to be filed with any Governmental Authority or arbitrator based on, arising out of, in
connection with, or otherwise relating to the employment or termination of employment of any employee of any Loan Party or any of its Restricted Subsidiaries. The consummation of the transactions contemplated by the Loan Documents on the Restatement
Effective Date will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any of its Restricted Subsidiaries is bound. 

5.19. Security Documents. 

The provisions of the Security Documents, together with such filings and other actions required to be taken hereby or by the applicable
Security Documents (including the delivery to the Administrative Agent of any Pledged Securities (as defined in the Security Agreement, as applicable required to be delivered pursuant to the applicable Security Documents together with stock powers
or other appropriate instruments of transfer executed in blank form), are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties referred to therein, a legal, valid and enforceable security interest in and
first priority Lien (except for those Permitted Encumbrances that have priority in such Collateral by operation of law and except as to the Term Loan Priority Collateral, for the Liens of the Term Loan Agent to the extent provided in the Term Loan
Intercreditor Agreement) on all right title and interest of the respective Loan Parties in the Collateral described therein, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity 

  
 125 







 
or at law, except (a) as otherwise contemplated hereby or under any other Loan Documents, and (b) except as to specific items of Collateral as to which Agent may determine, in
consultation with the Lead Borrower, not to perfect its security interest therein based on the value thereof relative to the costs of such perfection. 

5.20. Solvency. 
 On the
Restatement Effective Date and after giving effect to the transactions contemplated by this Agreement, and before and after giving effect to each Credit Extension, the Loan Parties, on a Consolidated basis, are Solvent. No transfer of property has
been made by any Loan Party and no obligation has been incurred by any Loan Party in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future
creditors of any Loan Party. 
 5.21. Deposit Accounts; Credit Card Arrangements. 

(a) Annexed hereto as Schedule 5.21(a) is a list of all DDAs (and including Blocked Accounts) maintained by the Loan Parties as of the
Restatement Effective Date, which Schedule includes, with respect to each DDA (i) the name and address of the depository; (ii) the account number(s) maintained with such depository; (iii) the purpose of the DDA, and (iv) the
identification of each Blocked Account Bank. 
 (b) Annexed hereto as Schedule 5.21(b) is a list describing all arrangements as of the
Restatement Effective Date to which any Loan Party is a party with respect to the processing and/or payment to such Loan Party of the proceeds of any credit card charges and debit card charges for sales made by such Loan Party. 

5.22. Brokers. No broker or finder brought about the obtaining, making or closing of the Loans or transactions contemplated by the Loan
Documents, and no Loan Party or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in connection therewith. 

5.23. Customer and Trade Relations. There exists no actual or, to the knowledge of any Loan Party, threatened, termination or
cancellation of, or any modification or change in the business relationship of any Loan Party with any supplier that would reasonably be expected to have a Material Adverse Effect. 

5.24. Material Contracts. Schedule 5.24 sets forth all Material Contracts to which any Loan Party is a party or is bound as of
the Restatement Effective Date. The Loan Parties have delivered true, correct and complete copies of such Material Contracts to the Administrative Agent on or before the Restatement Effective Date. Except as would not be reasonably be expected to
have a Material Adverse Effect, the Loan Parties are not in breach or in default in any material respect of or under any Material Contract and have not received any notice of the intention of any other party thereto to terminate any Material
Contract. 
 5.25. Payables Practices. No Loan Party has made any material change in its historical accounts payable practices from
those in effect immediately prior to the Restatement Effective Date that has or would reasonably be expected to have a Material Adverse Effect. 

  
 126 







 5.26. Credit Card Receivables. As of the time when each of its Accounts is included in the
Borrowing Base as an Eligible Credit Card Receivable, such Account and all records, papers and documents relating thereto (a) are genuine and correct in all material respects, (b) represent the legal, valid and binding obligation of the
Account Debtor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability,
evidencing indebtedness unpaid and owed by such Account Debtor, arising out of the performance of labor or services or the sale, lease, license, assignment or other disposition and delivery of the goods or other property listed therein or out of an
advance or a loan, and (c) are in all material respects in compliance and conform with all applicable material federal, state and local Laws and applicable Laws of any relevant foreign jurisdiction. 

ARTICLE VI 
 AFFIRMATIVE
COVENANTS 
 So long as any Lender shall have any Commitment hereunder, and until such time, as Obligations are paid in full, the Loan
Parties shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Restricted Subsidiary to: 

6.01. Financial Statements. Deliver to the Administrative Agent for distribution to each Lender: 

(a) as soon as available, but in any event within ninety (90) days after the end of each Fiscal Year of the Lead Borrower (commencing with
the Fiscal Year ended 2012), a Consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such
Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by (i) a report and
unqualified opinion of a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and (ii) an opinion of such Registered Public Accounting Firm independently
assessing Loan Parties’ internal controls over financial reporting in accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2, and Section 404 of Sarbanes-Oxley expressing a conclusion that contains no
statement that there is a material weakness in such internal controls; 
 (b) as soon as available, but in any event within forty-five
(45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the Lead Borrower (commencing with the Fiscal Quarter ended December 31, 2012), a Consolidated balance sheet of the Lead Borrower and its
Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated statements of income or operations, Shareholders’ Equity (year to date) and cash flows for such Fiscal Quarter and for the portion of the Lead Borrower’s
Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set forth in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Quarter of the
previous Fiscal Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such Consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting in all material
respects the financial condition, results of operations, Shareholders’ Equity (year to date) and cash flows of the Lead Borrower and its Subsidiaries as of the end of such Fiscal Quarter in accordance with GAAP, subject only to normal year-end
audit adjustments and the absence of footnotes; 

  
 127 







 (c) as soon as available, but in any event within thirty (30) days after the end of each of
the Fiscal Months of each Fiscal Year of the Lead Borrower (commencing with the Fiscal Month ended September 30, 2012), a consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such Fiscal Month, and the related
Consolidated statements of income or operations, and cash flows for such Fiscal Month, and for the portion of the Lead Borrower’s Fiscal Year then ended, setting forth in each case in comparative form the figures for (A) such period set
forth in the projections delivered pursuant to Section 6.01(d) hereof, (B) the corresponding Fiscal Month of the previous Fiscal Year and (C) the corresponding portion of the previous Fiscal Year, all in reasonable detail, such
consolidated statements to be certified by a Responsible Officer of the Lead Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Lead Borrower and its Subsidiaries as of the end
of such Fiscal Month in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; 
 (d) as soon
as available, but in any event no later than thirty (30) days before the end of each Fiscal Year of the Lead Borrower, forecasts prepared by management of the Lead Borrower, in form consistent with the forecasts delivered by Lead Borrower to
Administrative Agent for the 2013 Fiscal Year, of consolidated balance sheets and statements of income or operations and cash flows of the Lead Borrower and its Subsidiaries on a monthly basis for the immediately following Fiscal Year (including the
Fiscal Year in which the Maturity Date occurs), and as soon as available, any significant revisions to such forecast with respect to such Fiscal Year. 

6.02. Certificates; Other Information. Deliver to the Administrative Agent for distribution to each Lender: 

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) and
(c) (commencing with the delivery of the financial statements for the Fiscal Month ended October 31, 2012), a duly completed Compliance Certificate signed by a Responsible Officer of the Lead Borrower, and in the event of any change
in generally accepted accounting principles used in the preparation of such financial statements, the Lead Borrower shall also provide a statement of reconciliation conforming such financial statements to GAAP and (ii) with respect to the
financial statements referred to in Sections 6.01(a) and (b), a copy of management’s discussion and analysis with respect to such financial statements; 

(b) within ten (10) Business Days after the end of each Fiscal Month, a Borrowing Base Certificate showing the Borrowing Base as of the
close of business as of the last day of the immediately preceding Fiscal Month, each Borrowing Base Certificate to be certified as complete and correct by a Responsible Officer of the Lead Borrower; provided, that, (i) at any time
that an Accelerated Borrowing Base Delivery Event has occurred and is continuing, at the election of the Administrative Agent, such Borrowing Base Certificate shall be delivered on Wednesday of each week (or, if Wednesday is not a Business Day, on
the next succeeding Business Day), as of the close of business on the immediately preceding Saturday; and (ii) at any 

  
 128 







 
time, Lead Borrower may elect to deliver a Borrowing Base Certificate on Wednesday (or if Wednesday is not a Business Day, on the next succeeding Business Day) of each week, as of the close of
business on the Saturday of the immediately preceding week, provided, that, in the event that Lead Borrower elects to exercise such option, a weekly Borrowing Base Certificate shall be delivered for not less than eight
(8) consecutive weeks thereafter unless otherwise agreed by Administrative Agent; 
 (c) promptly upon receipt, copies of any detailed
audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Loan Party by its Registered Public Accounting Firm in connection with the accounts or books of the
Loan Parties or any Restricted Subsidiary, or any audit of any of them; 
 (d) promptly after the same are available, copies of each annual
report, proxy or financial statement or other material report or material communication sent to the stockholders of the Loan Parties, and copies of all annual, regular, periodic and special reports and registration statements which any Loan Party
may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934 or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant
hereto; 
 (e) The financial and collateral reports described on Schedule 6.02 hereto, at the times set forth in such Schedule; 

(f) promptly after the furnishing thereof, copies of any material statement or report furnished to any holder of debt securities of any Loan
Party or any Restricted Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this
Section 6.02; 
 (g) as soon as available, but in any event within thirty (30) days after the end of each Fiscal Year of the
Loan Parties, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and its Restricted Subsidiaries and containing such additional information as the Administrative Agent, or any Lender
through the Administrative Agent, may reasonably specify; 
 (h) promptly after the Administrative Agent’s request therefor, copies of
all Material Contracts and documents evidencing Material Indebtedness not otherwise previously provided hereunder; 
 (i) promptly, and in
any event within five (5) Business Days after receipt thereof by any Loan Party or any Restricted Subsidiary thereof, copies of each material notice or other correspondence received from any Governmental Authority (including, without
limitation, the SEC (or comparable agency in any applicable non-U.S. jurisdiction)) concerning any proceeding with, or investigation or possible investigation or other inquiry by such Governmental Authority regarding financial or other operational
results of any Loan Party or any Restricted Subsidiary thereof (exclusive of any state or municipal sales tax audits unless the result thereof could reasonably be expected to have a Material Adverse Effect) or any other matter which, would
reasonably be expected to have a Material Adverse Effect; and 

  
 129 







 (j) promptly, such additional information regarding the business affairs, financial condition or
operations of any Loan Party or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request. 

Documents and notices required to be delivered pursuant to Section 6.01(a), (b), or (c), Section 6.02(d),
(f) or (g) or Section 6.03 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on
the date (i) on which the Lead Borrower posts such documents or notices, or provides a link thereto on the Lead Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents
or notices are posted on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative
Agent); provided, that: (i) the Lead Borrower shall deliver paper copies of such documents or notices to the Administrative Agent or any Lender that requests the Lead Borrower to deliver such paper copies until a written request
to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Lead Borrower shall notify the Administrative Agent and each Lender (by telecopy or electronic mail) of the posting of any such documents and
provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents or notices referred to
above, and in any event shall have no responsibility to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents
or notices. 
 The Loan Parties hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C
Issuer materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Intralinks or another similar electronic system (the
“Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their securities) (each, a
“Public Lender”). The Loan Parties hereby agree that so long as any Loan Party is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating
issuing any such securities they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan
Parties shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary)
with respect to the Loan Parties or their securities for purposes of United States Federal and state securities laws (provided, that, to the extent such Borrower Materials constitute Information, they shall be treated as set forth in


  
 130 







 
Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public
Investor”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated
“Public Investor.” 
 6.03. Notices. Promptly notify (and in any event in the case of clause
(a) below within two (2) days of the occurrence of such event, and with respect to clauses (b) through (j) within ten (10) Business Days of such event) the Administrative Agent: 

(a) of the occurrence of any Event of Default; 

(b) of any matter that has resulted or would reasonably be expected to result in a Material Adverse Effect; 

(c) of the occurrence of any ERISA Event or any Canadian Pension Event; 

(d) of any material change in accounting policies or financial reporting practices by any Loan Party or any Restricted Subsidiary thereof; 

(e) of any change in any Loan Party’s Named Executive Officers (as such term is defined in the Securities Laws); 

(f) of the discharge by any Loan Party of its present Registered Public Accounting Firm or any withdrawal or resignation by such Registered
Public Accounting Firm; 
 (g) of the filing of any Lien for unpaid Taxes exceeding $1,000,000 in the aggregate against the Loan Parties;

 (h) of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding for
the taking of any interest in a material portion of the Collateral under power of eminent domain or by condemnation or similar proceeding or if any material portion of the Collateral is damaged or destroyed; 

(i) of any transaction of the nature contained in ARTICLE VII hereof, occurring after the Restatement Effective Date, consisting of
(i) the incurrence by a Loan Party of Material Indebtedness, (ii) the voluntary or involuntary grant of any Lien other than a Permitted Encumbrance upon any property of any Loan Party, or (ii) the making of any Permitted Investments
by a Loan Party in excess of $5,000,000 (provided, that, if Lead Borrower shall have already provided and updated Occurrence Update Schedule or Periodic Update Schedule reflecting any of the foregoing, no additional notice shall be
necessary unless the same constitutes an Event of Default); and 
 (j) of any failure by any Loan Party to pay rent at
(i) ten percent (10%) or more of such Loan Party’s locations or (ii) any of such Loan Party’s locations if such failure continues for more than ten (10) days following the day on which such rent first came due and such
failure would be reasonably likely to result in a Material Adverse Effect; 

  
 131 







 (k)
of any sale, disposition, or abandonment of any Intellectual Property, other than such sale, disposition, or abandonment that constitutes a Permitted Disposition hereunder; 

(l) of any Disposition of
property or assets constituting a Prepayment Event for which the Borrowers are required to make a mandatory prepayment pursuant to Section 2.05 hereof; 

(m) of any material breach
or non-performance of, or any material default under, a Material Contract or with respect to Material Indebtedness, after giving effect to any applicable cure period of any Loan Party or any Subsidiary thereof; 

(n) of any dispute,
litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary thereof and any Governmental Authority or the commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any
Subsidiary thereof, including pursuant to any applicable Environmental Laws that could reasonably be expected to have a Material Adverse Effect; and 

(o) of any sale or transfer
of Equity Interest that would constitute a Change in Control under clause (a) or (c) of the definition of Change of Control thirty (30) days prior to the consummation of such sale or transfer. 

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Lead Borrower setting forth details of the occurrence
referred to therein and stating what action the Lead Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached. 
 6.04. Payment of Obligations. Pay and discharge as the same shall become due and
payable, all its obligations and liabilities, including (a) all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, (b) all lawful claims (including, without limitation, claims of
landlords, warehousemen, customs brokers, and carriers) which, if unpaid, would by law become a Lien upon its property securing obligations in excess of $250,000; and (c) all Material Indebtedness, as and when due and payable, but subject to
any subordination provisions contained in any instrument or agreement evidencing such Indebtedness, except, in each case, where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) such Loan
Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP, (iii) such contest effectively suspends collection of the contested obligation and enforcement of any Lien securing such obligation, (iv) no
Lien has been filed with respect thereto and (v) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect. Nothing contained herein shall be deemed to limit the rights of the
Administrative Agent with respect to determining Reserves in its Permitted Discretion pursuant to this Agreement. 
 6.05. Preservation
of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or formation except in a transaction permitted by
Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its Intellectual Property, except to the extent such Intellectual Property (i) is no longer used or useful in the conduct of the
business of the Loan Parties or any Restricted Subsidiary or (ii) the failure to preserve or renew such Intellectual Property could not reasonably be expected to have a Material Adverse Effect. 

  
 132 







 6.06. Maintenance of Properties. Except where the failure to do so would not reasonably be
expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its properties and equipment necessary or useful in the operation of its business in good working order and condition, ordinary wear and tear excepted; and
(b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

6.07. Maintenance of Insurance. Maintain at all times with financially sound and reputable insurers insurance with respect to the
Collateral against loss or damage and all other insurance of the kinds and in the amounts customarily insured against or carried by corporations of established reputation engaged in the same or similar businesses and similarly situated, and such
other insurance as may be required by applicable Law. Said policies of insurance shall be reasonably satisfactory to Administrative Agent as to form, amount and insurer. The Lead Borrower shall furnish certificates, policies or endorsements to
Administrative Agent as Administrative Agent shall reasonably require as proof of such insurance, and, in the event that the Loan Parties at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to
pay any premium in whole or in part relating thereto, the Administrative Agent may, without waiving or releasing any obligation or liability of the Loan Parties hereunder or any Event of Default, in its sole discretion, obtain and maintain such
policies of insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent deems advisable, at the expense of Borrowers. All policies shall provide for at least thirty (30) days prior written notice
to Administrative Agent of any cancellation or reduction of coverage and that Administrative Agent may act as attorney for each Borrower and Guarantor in obtaining, and at any time an Event of Default exists or has occurred and is continuing,
adjusting, settling, amending and canceling such insurance. Borrowers and Guarantors shall cause Administrative Agent to be named as a loss payee and an additional insured (but without any liability for any premiums) under such insurance policies
and Borrowers and Guarantors shall obtain non-contributory lender’s loss payable endorsements to all insurance policies in form and substance satisfactory to Administrative Agent. Such lender’s loss payable endorsements shall specify that
the proceeds of such insurance shall be payable to Administrative Agent as its interests may appear and further specify that Administrative Agent and Lenders shall be paid regardless of any act or omission by any Borrower, Guarantor or any of its or
their Affiliates. Without limiting any other rights of Administrative Agent or Lenders, any insurance proceeds received by Administrative Agent at any time may, subject to the terms of the Term
Loan Intercreditor Agreement, be applied to payment of the Obligations (subject to the terms of the Term Loan Intercreditor Agreement), whether or not then due, in any order and in such
manner as Administrative Agent may determine. Upon application of such proceeds to the Loans, Loans may be available subject and pursuant to the terms hereof to be used for the costs of repair or replacement of the Collateral lost or damages
resulting in the payment of such insurance proceeds. Each Loan Party hereby irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative Agent) as such Loan Party’s
true and lawful agent (and attorney-in-fact), exercisable only after the occurrence and during the continuance of an Event of Default, for the purpose of making, settling and adjusting claims in respect of the Collateral under policies of insurance,
endorsing the name of such Loan Party on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. All sums disbursed by the
Administrative Agent in connection with this Section 6.07, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Loan Parties to the Administrative Agent and
shall be additional Obligations secured hereby. 

  
 133 







 6.08. Compliance with Laws. Comply in all material respects with the requirements of all
Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property (including all applicable ERISA, FCPA, OFAC, PATRIOT Act and anti-money laundering Laws), except in such instances in which the failure to comply
therewith would not reasonably be expected to have a Material Adverse Effect. 
 6.09. Books and Records; Accountants. 

(a) Maintain proper books of record and account, in which entries are full, true and correct in all material respects and are in conformity
with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of the Loan Parties and their Subsidiaries; and maintain such books of record and account in material conformity with
all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties and their Subsidiaries. 
 (b)
at all times retain a Registered Public Accounting Firm of national standing and shall instruct such Registered Public Accounting Firm to cooperate with, and be available to, the Administrative Agent or its representatives to discuss the Loan
Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such Registered Public Accounting Firm, as may be raised by the Administrative Agent. 

6.10. Inspection Rights; Field Examinations; Appraisals. 

(a) Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its
corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and Registered Public Accounting Firm, all at the expense of the Loan Parties
and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Lead Borrower; provided, that, when an Event of Default exists the Administrative Agent (or any
of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and without advance notice. 

(b) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including
investment bankers, consultants, accountants and lawyers) retained by the Administrative Agent to conduct field examinations and other evaluations, including, without limitation, of (1) the Lead Borrower’s practices in the computation of
the Borrowing Base, (2) the assets included in the Borrowing Base and related financial information such as, but not limited to, sales, gross margins, payables, accruals and reserves, and (3) the Loan Parties’ business plan and cash
flows. The Loan Parties shall pay the fees and expenses of the Administrative Agent and such professionals with respect to such examinations and evaluations, provided, that, the Administrative Agent shall undertake only one
(1) field examination in each period of twelve (12) consecutive Fiscal Months at the Loan Parties’ expense; except, that, if (i) Excess Availability is less than the amount equal to thirty percent (30%) of the Borrowing Base
(calculated without giving effect to the Term Loan Reserves) but greater than or equal to fifteen percent (15%) of the Borrowing
Base (calculated  

  
 134 







 
without giving effect to the Term Loan Reserves) at any time during such twelve (12) consecutive Fiscal Months, the Administrative
Agent may, in its discretion, have one (1) additional field examination done during such twelve (12) consecutive Fiscal Months at the Loan Parties’ expense, and (ii) Excess Availability is less than the amount equal to fifteen
percent (15%) of the Borrowing Base (calculated without giving effect to the Term Loan Reserves) at any time during such twelve (12) consecutive Fiscal Months, the Administrative
Agent may, in its discretion, have two (2) additional field examination doneexaminations conducted during such twelve (12) consecutive Fiscal Months at the Loan
Parties’ expense. Notwithstanding the foregoing, in addition to the field examinations described above, the Administrative Agent may have additional field examinations done (a) as it in its discretion deems necessary or appropriate at its
own expense, or (b) if required by Law or if an Event of Default shall have occurred and be continuing, at the Loan Parties’ expense. 

(c) Upon the request of the Administrative Agent after reasonable prior notice, permit the Administrative Agent or professionals (including
appraisers) retained by the Administrative Agent to conduct appraisals of the Collateral, including, without limitation, the assets included in the Borrowing Base. The Loan Parties shall pay the fees and expenses of the Administrative Agent and such
professionals with respect to such appraisals. Without limiting the foregoing, the Loan Parties acknowledge that the Administrative Agent may, in its Permitted Discretion, undertake up to (1) one (1) inventory appraisal each period of
twelve (12) consecutive Fiscal Months at the Loan Parties’ expense; except, that, if (A) Excess Availability is less than the amount equal to thirty percent (30%) of the Borrowing Base but greater than or equal to fifteen percent
(15%) of the Borrowing Base (calculated without giving effect to the Term Loan Reserves) at any time during such twelve (12) consecutive Fiscal Months, the Administrative Agent may, in its Permitted Discretion, conduct one
(1) additional appraisal during such twelve (12) consecutive Fiscal Months at the Loan Parties’ expense, and (B) Excess Availability is less than the amount equal to fifteen percent (15%) of the Borrowing Base (calculated
without giving effect to the Term Loan Reserves) at any time during such twelve (12) consecutive Fiscal Months, the Administrative Agent may, in its Permitted Discretion, conduct two (2) additional appraisals during such twelve
(12) consecutive Fiscal Months at the Loan Parties’ expense. Notwithstanding the foregoing, in addition to the appraisals described above, the Administrative Agent may have additional appraisals done (a) as it in its Permitted
Discretion deems necessary or appropriate at its own expense, or (b) if required by Law or if an Event of Default shall have occurred and be continuing, at the Loan Parties’ expense. 

(d) Reserved 

6.11. Use of Proceeds. Use the proceeds of the Credit Extension (a) to repay the Indebtedness outstanding (and cash collateralize
outstanding letters of credit) under the Existing Credit Agreements, (b) to finance the acquisition of working capital assets of the Borrowers, including the purchase of inventory and equipment, in each case in the ordinary course of business,
(c) to finance Capital Expenditures of the Borrowers, (d) to pay costs, fees, and expenses in connection with the credit facility provided hereunder and (e) for general corporate purposes of the Loan Parties, in each case to the
extent expressly permitted under applicable Law and not expressly prohibited by the Loan Documents. 

  
 135 







 6.12. Additional Loan Parties. Promptly (and in any event within five (5) Business
Days after the acquisition or formation of any Subsidiary notify the Administrative Agent thereof and (a) unless such Subsidiary is an Excluded Subsidiary, at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any
event within sixty (60) days thereafter), cause any such Person to (i) become a Loan Party by executing and delivering to the Administrative Agent a Joinder to this Agreement or a counterpart of the Facility Guaranty or such other document
as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) grant a Lien to the Administrative Agent on such Person’s assets to secure the Obligations, and (iii) deliver to the Administrative Agent documents
of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the
documentation referred to in clause (a)), and (b) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness (except
that, if such Subsidiary is a CFC, the Equity Interests of such Subsidiary to be pledged may be limited to sixty-five percent (65%) of the outstanding voting Equity Interests of such Subsidiary and one hundred percent (100%) of the
non-voting Equity Interests of such Subsidiary and such time period may be extended based on local law or practice), in each case in form, content and scope reasonably satisfactory to the Administrative Agent. In no event shall compliance with this
Section 6.12 waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be
deemed to constitute, with respect to any Subsidiary, an approval of such Person as a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base. 

6.13. Cash Management. 

(a) On or prior to the Restatement Effective Date, deliver to the Administrative Agent copies of notifications (each, a “Credit Card
Notification”) substantially in the form attached hereto as Exhibit I which have been executed on behalf of such Loan Party and delivered to such Loan Party’s Credit Card Processors listed on Schedule 5.21(b). 

(b) The Loan Parties shall ACH or wire transfer (i) no less frequently than weekly (and whether or not there are then any outstanding
Obligations) to a Blocked Account all available amounts on deposit in each DDA used by any Store or other retail location or otherwise for the receipt of proceeds of Accounts or other Collateral from customers and other obligors (which shall not
include any Excluded DDA, so that funds in an Excluded DDA are not sent to a Blocked Account), (ii) no less frequently than daily (and whether or not there are then any outstanding Obligations) to a Blocked Account all payments due from Credit
Card Issuers and Credit Card Processors, and (iii) no less frequently than daily (and whether or not there are then any outstanding Obligations) all amounts on deposit in a Blocked Account to the Concentration Account; provided,
that, the available amounts from any DDA shall only be required to be transferred if the available amount on deposit in such DDA on such day is greater than $2,500, as may be required to be kept in the subject DDA by the depository bank. 

(c) Each Blocked Account Agreement as to a Blocked Account shall require that the applicable Blocked Account Bank, after notice by
Administrative Agent to the applicable Blocked Account Bank, transfer no less frequently than daily to the Agent Payment Account all available amounts on deposit in the Blocked Account subject to such Blocked Account Agreement, including the
following: (i) all available cash receipts from the sale of Inventory and other assets (whether or not constituting Collateral); (ii) all proceeds of collections of Accounts; (iii) all Net Proceeds, and all other cash payments
received by a Loan Party from any Person or from any source or on account of any sale or other transaction or event, including any Prepayment Event, provided, that, Administrative Agent shall only send such notice to a Blocked Account
Bank with respect to a Blocked Account at any time a Cash Dominion Event shall exist. 

  
 136 







 (d) The Blocked Account Agreement as to the Concentration Account shall require that the
applicable Blocked Account Bank, after notice by Administrative Agent to the applicable Blocked Account Bank, transfer no less frequently than daily to the Agent Payment Account, all funds on deposit therein, provided, that,
Administrative Agent shall only send such notice to a Blocked Account Bank with respect to a Concentration Account at any time a Cash Dominion Event shall exist. 

(e) All funds received in the Agent Payment Account shall be applied to the Obligations as provided in accordance with this Agreement. In the
event that, notwithstanding the provisions of this Section 6.13, any Loan Party receives or otherwise has dominion and control of any such proceeds or collections, such proceeds and collections shall be held in trust by such Loan Party for the
Administrative Agent, shall not be commingled with any of such Loan Party’s other funds or deposited in any account of such Loan Party and shall, not later than the Business Day after receipt thereof, be deposited into a Blocked Account or the
Concentration Account, or if there then exists a Cash Dominion Event, dealt with in such other fashion as such Loan Party may be instructed by the Administrative Agent. 

(f) Upon the written request of the Administrative Agent, the Loan Parties shall cause bank statements and/or other reports to be delivered to
the Administrative Agent not less often than monthly, accurately setting forth all amounts deposited in each Blocked Account to ensure the proper transfer of funds as set forth above. 

6.14. Information Regarding the Collateral. 

(a) Furnish to the Administrative Agent at least ten (10) days prior written notice of any change in: (i) any Loan Party’s legal
name; (ii) the location of any Loan Party’s chief executive office, its principal place of business, any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral owned
by it is located (including the establishment of any such new office or facility); (iii) any Loan Party’s organizational structure or jurisdiction of incorporation or formation; or (iv) any Loan Party’s Federal Taxpayer
Identification Number or organizational identification number assigned to it by its jurisdiction of incorporation or formation. The Loan Parties agree not to effect or permit any change referred to in the preceding sentence unless all filings have
been made under the UCC, PPSA or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject
to, with respect to priority, Permitted Encumbrances having priority by operation of law and Permitted Encumbrances on Term Loan Priority Collateral securing Permitted Term Loan Indebtedness) for its own benefit and the benefit of the other Secured
Parties. Each Loan Party agrees to promptly provide the Administrative Agent with certified Organization Documents reflecting any of the changes described in this Section 6.14(a). 

  
 137 







 (b) The Administrative Agent may rely on opinions of counsel as to whether any or all UCC
financing statements of the Loan Parties need to be amended as a result of any of the changes described in Section 6.14(a). If any Loan Party fails to provide information to the Administrative Agent about such changes on a timely basis,
the Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Loan Party’s property constituting Collateral, for which the Administrative Agent needed to have
information relating to such changes. The Administrative Agent shall have no duty to inquire about such changes if any Loan Party does not inform the Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be
feasible or practical for the Administrative Agent to search for information on such changes if such information is not provided by any Loan Party. 

(c) Should any of the information on any (i) Periodic Update Schedule hereto become inaccurate or misleading in any material respect as a
result of changes after the Restatement Effective Date, the Lead Borrower shall provide updated versions of such Periodic Update Schedule together with the next delivery of financial statements required to be delivered to the Administrative Agent
pursuant to Section 6.01(a), (b) or (c) and (ii) Schedule become inaccurate or misleading in any material respect as a result of changes after the Restatement Effective Date, the Lead Borrower shall advise the Administrative
Agent in writing of such revisions or updates as may be necessary or appropriate to update or correct the same promptly, but in any event within fifteen (15) Business Days. From time to time as may be reasonably requested by the Administrative
Agent, the Lead Borrower shall supplement each Schedule hereto, or any representation herein or in any other Loan Document, with respect to any matter arising after the Restatement Effective Date that, if existing or occurring on the Restatement
Effective Date, would have been required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered materially
inaccurate thereby (and, in the case of any supplements to any Schedule, such Schedule shall be appropriately marked to show the changes made therein). Notwithstanding the foregoing, no supplement or revision to any Schedule or representation shall
be deemed the Secured Parties’ consent to the matters reflected in such updated Schedules or revised representations nor permit the Loan Parties to undertake any actions otherwise prohibited hereunder or fail to undertake any action required
hereunder from the restrictions and requirements in existence prior to the delivery of such updated Schedules or such revision of a representation; nor shall any such supplement or revision to any Schedule or representation be deemed the Secured
Parties’ waiver of any Default or Event of Default resulting from the matters disclosed therein. 
 6.15. Physical Inventories.

 (a) Cause not less than two (2) periodic cycle counts, in each case consistent with practices of the Loan Parties in effect on the
date hereof, conducted by such inventory takers as are reasonably satisfactory to the Administrative Agent and following such methodology as is consistent with the methodology used in the immediately preceding inventory or as otherwise may be
reasonably satisfactory to the Administrative Agent, so long such cycle counts result in at least twoone
(21) physical inventoriesinventory of each retail store location and leased department
(and so long as cycle counts of each distribution center result in at least one (1) physical inventory of such distribution center) in each consecutive twelve (12) month period. The Administrative Agent, at the expense of
the Loan Parties, may participate in and/or 

  
 138 







 
observe each scheduled physical count of Inventory which is undertaken on behalf of any Loan Party with respect to up to ten percent (10%) of all Stores, in any consecutive twelve
(12) month period. The Lead Borrower, within thirty (30) days following the completion of such inventory, shall provide the Administrative Agent with a reconciliation of the results of such inventory (as well as of any other physical
inventory or cycle counts undertaken by a Loan Party) and shall post such results to the Loan Parties’ stock ledgers and general ledgers, as applicable. 

(b) Permit the Administrative Agent, in its discretion, if any Event of Default exists, to cause additional such inventories to be taken as the
Administrative Agent determines (each, at the expense of the Loan Parties). 
 6.16. Environmental Laws. 

(a) Conduct its operations and keep and maintain its Real Estate and requires all lessees and sublessees of such Real Estate to operate and
maintain such Real Estate in material compliance with all Environmental Laws; (b) obtain and renew all environmental permits necessary for its operations and properties; and (c) implement any and all investigation, remediation, removal and
response actions that are appropriate or necessary to maintain the value and marketability of the Real Estate or to otherwise comply with Environmental Laws pertaining to the presence, generation, treatment, storage, use, disposal, transportation or
release of any Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate, except where such failure would not reasonably be expected to have a Material Adverse Effect, provided, that, neither a Loan Party
nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is being contested in good faith and by proper proceedings and adequate reserves have been set
aside and are being maintained by the Loan Parties with respect to such circumstances in accordance with GAAP. 
 6.17. Further
Assurances. 
 (a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements and other documents), that may be required under any applicable Law, or which Administrative Agent may reasonably request, to effectuate the transactions contemplated by the Loan
Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Loan Parties also agree to provide to
the Administrative Agent, from time to time upon written request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. 

(b) If any material assets (including any Term Loan Priority Collateral but excluding any “Excluded Property,” as such term is
defined in the Security Agreement) are acquired by any Loan Party (other than assets constituting Collateral under the Security Documents that become subject to the Lien of the Security Documents upon acquisition thereof) , notify the Administrative
Agent thereof, and the Loan Parties will cause such assets to be subjected to a Lien securing the Obligations and will take such actions as shall be necessary or 

  
 139 







 
shall be requested by any the Administrative Agent in its Permitted Discretion to grant and perfect such Liens, including actions described in paragraph (a) of this Section 6.13,
all at the expense of the Loan Parties. In no event shall compliance with this Section 6.13(b) waive or be deemed a waiver or Consent to any transaction giving rise to the need to comply with this Section 6.13(b) if such
transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute Consent to the inclusion of any acquired assets in the computation of the Borrowing Base. 

(c) Use, and cause each of the Restricted Subsidiaries to use, their commercially reasonable efforts to obtain lease terms in any Lease entered
into by any Loan Party after the date hereof not expressly prohibiting the recording in the relevant real estate filing office of an appropriate memorandum of lease and the encumbrancing of the leasehold interest of such Loan Party in the property
that is the subject of such Lease. 
 (d) Upon the request of the Administrative Agent, cause any of its landlords (other than with respect
to Department Lessors and lessors of Store Leased Locations except in respect of Store Leased Locations in Landlord Lien States) to deliver a Collateral Access Agreement to the Administrative Agent in such form as the Administrative Agent may
reasonably require. With respect to Store Leased Locations in Landlord Lien States, Administrative Agent agrees that it shall only request a Collateral Access Agreement for any such Store Leased Location to the extent the Lead Borrower requests the
removal of all or a portion of any Reserves relating to such Store Leased Location. 
 (e) Upon the request of the Administrative Agent,
deliver to the Administrative Agent copies of notifications (each, a “DDA Notification”) substantially in the form attached hereto as Exhibit H which have been executed on behalf of such Loan Party and delivered to each
depository institution at which a DDA (other than an Excluded DDA) is maintained. 
 (f) Upon the reasonable request of the Administrative
Agent with respect to any Leased Department, the Loan Parties shall send notices to any Department Lessor’s secured creditors holding a lien on such Department Lessor’s inventory and otherwise comply with the relevant provisions of the
UCC, including without limitation, Section 9-324, to establish priority of the Loan Parties’ title and rights to all inventory owned by the Loan Parties and located at such Department Lessor. 

6.18. Lender Meetings. Within sixty (60) days after the receipt by Administrative Agent of the audited financial statements
pursuant to Section 6.01(a)(i) for the then most recently ended Fiscal Year of Lead Borrower or on such other date as Administrative Agent and Lead Borrower may agree, at the request of Administrative Agent or of the Required Lenders and
upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of Administrative Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the
financial results of the previous Fiscal Year and the financial condition of the Lead Borrower and its Subsidiaries and the projections presented for the current Fiscal Year of Lead Borrower. 

6.19. Reserved. 

  
 140 







 6.20. Designation as Senior Debt. Designate all Obligations as “Designated
Senior Indebtedness” under, and defined in, any agreement evidencing any Subordinated Indebtedness. 
 6.21. Post-Closing
Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 6.21, in each case within the time limits specified on such schedule (unless Administrative Agent, in its Permitted Discretion, shall have agreed to
any particular longer period). 
 6.22. Compliance with Canadian Pension Matters. Promptly notify the Administrative Agent of each
Canadian Pension Plan, Canadian Benefit Plan and Canadian Union Plan hereafter adopted or contributed to by any of the Borrowers or their Restricted Subsidiaries. For each existing, or hereafter adopted, Canadian Benefit Plan, Canadian Pension Plan
and Canadian Union Plan, each Loan Party and Restricted Subsidiary, as applicable, shall in a timely fashion comply with and perform in all material respects its obligations under and in respect of such Canadian Benefit Plan, Canadian Pension Plan
and Canadian Union Plan in accordance with applicable Laws and plan terms. All employer contributions or premiums required to be remitted or paid (including employee withheld amounts) to or in respect of each Canadian Benefit Plan, Canadian Pension
Plan and Canadian Union Plan shall be paid or remitted by each Loan Party or Restricted Subsidiary in a timely fashion in accordance with the terms thereof, any funding agreements and all Applicable Laws. The Lead Borrower shall deliver to the
Administrative Agent (i) if requested by the Administrative Agent, copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan required to be and as filed with any applicable Governmental Authority;
(ii) promptly, after receipt thereof, a copy of any direction, order, notice, ruling or opinion that any Borrower or Restricted Subsidiary may receive from any Governmental Authority with respect to any Canadian Pension Plan or Canadian Union
Plan; and (iii) notification within 30 days of any increases having a cost to one or more of the Loan Parties or any Restricted Subsidiaries in excess of $500,000.00 per annum in the aggregate, in the benefits of any existing Canadian Pension
Plan, Canadian Benefit Plan or Canadian Union Plan or the commencement of contributions to any such plan to which any Borrower or Restricted Subsidiary was not previously contributing. 

6.23. Maintenance of Records. Keep and maintain at their own cost and expense materially complete records of each Account, in a manner
consistent with prudent business practice, including, without limitation, records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Loan Party shall, at such Loan
Party’s sole cost and expense, upon the Administrative Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Accounts, including, without limitation, all
documents evidencing Accounts and any books and records relating thereto to the Administrative Agent or to its representatives (copies of which evidence and books and records may be retained by such Loan Party). Upon the occurrence and during the
continuance of any Event of Default, the Administrative Agent may transfer a full and complete copy of any Loan Party’s books, records, credit information, reports, memoranda and all other writings relating to the Accounts to and for the use by
any Person that has acquired or is contemplating acquisition of an interest in the Accounts or the Administrative Agent’s security interest therein in accordance with applicable Law without the consent of any Loan Party. 

6.24. Collection. Cause to be collected from the Account Debtor of each of the Accounts, as and when due in the ordinary course of
business consistent with prudent business practice (including, without limitation, Accounts that are delinquent, such Accounts to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under
or on account of such Account, and apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. The costs and expenses (including, without limitation, attorneys’ fees) of collection, in
any case, whether incurred by any Loan Party, the Administrative Agent or any other Credit Party, shall be paid by the Loan Parties. 

  
 141 







 6.25. Actions Regarding Intellectual Property. Subject to
Term Loan Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, upon the written demand of Administrative Agent, execute and deliver to the Administrative
Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights (as each such term is defined in the Security Agreement) and such other documents as are necessary or appropriate to carry out the intent and purposes of
hereof and of the Security Agreement to the extent such assignment does not result in any loss of rights therein under applicable Law. Within five (5) Business Days of written notice thereafter from Administrative Agent, each Loan Party shall
make available to Administrative Agent, to the extent within such Loan Party’s power and authority, such personnel in such Loan Party’s employ on the date of the Event of Default as Administrative Agent may reasonably designate to permit
such Loan Party to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Loan Party under the registered Patents, Trademarks and/or Copyrights, and such Persons shall be available to perform their
prior functions on Administrative Agent’s behalf. 
 ARTICLE VII 

NEGATIVE COVENANTS 
 So
long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than contingent indemnification obligations for which a claim
has not been asserted), no Loan Party shall, nor shall it permit any Restricted Subsidiary to, directly or indirectly: 
 7.01. Liens.
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired or sign or file or suffer to exist under the UCC, the PPSA, or any similar Law or statute of any jurisdiction a
financing statement that names any Loan Party or any Restricted Subsidiary thereof as debtor; sign or suffer to exist any security agreement authorizing any Person thereunder to file such financing statement; sell any of its property or assets
subject to an understanding or agreement (contingent or otherwise) to repurchase such property or assets with recourse to it or any of its Restricted Subsidiaries; or assign or otherwise transfer any accounts or other rights to receive income, other
than, as to all of the above, Permitted Encumbrances and in the case of the assignment or transfer of accounts or other rights to receive payment except for Permitted Dispositions. 

7.02. Investments; Acquisitions. Make any Investments, except Permitted Investments. 

7.03. Indebtedness; Disqualified Stock. 

(a) Create, incur, assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any Indebtedness, except Permitted
Indebtedness; or 
 (b) issue Disqualified Stock except as permitted by clause (m) of the definition of Permitted Indebtedness; 

(c) issue and sell Equity Interest in a Restricted Subsidiary of a Loan Party. 

7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, (or (x) agree to do any of the
below unless permitted under any of clauses (a)-(i) below or (y) enter into any agreement to do any of the below unless such agreement is conditioned upon either 

  
 142 







 
obtaining the consent of the Administrative Agent and Required Lenders to such transaction or the termination of the Aggregate Commitments and the payment in full of the Obligations upon the
occurrence of such fundamental change), except, that, so long as no Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: 

(a) (i) any domestic wholly-owned Subsidiary that is not a Loan Party may merge with a Loan Party, provided, that, the Loan Party
shall be the continuing or surviving Person and (ii) any Subsidiary of Lead Borrower that is a Loan Party may merge into any Subsidiary that is a Loan Party or into a Borrower; provided, that, in any merger involving a Borrower,
such Borrower shall be the continuing or surviving person, and any merger involving the Lead Borrower, the Lead Borrower shall be the continuing or surviving Person; 

(b) in connection with a Permitted Acquisition, any Restricted Subsidiary (other than a Loan Party) may merge with or into or consolidate with
any other Person or permit any other Person to merge with or into or consolidate with it; provided, that, (i) the Person surviving such merger shall be a Wholly-Owned Subsidiary of a Loan Party and (ii) in the case of any
such merger to which any Loan Party is a party, such Loan Party is the surviving Person; 
 (c) any CFC that is not a Loan Party may merge
into any CFC that is not a Loan Party 
 (d) any merger the sole purpose of which is to reincorporate or reorganize a Loan Party in another
jurisdiction in the United States shall be permitted; 
 (e) any Loan Party or Restricted Subsidiary (other than the Lead Borrower) may
liquidate, wind-up or dissolve or change its legal form, provided, that, promptly upon the commencement of the winding up, any action to dissolve or change such Loan Party or Restricted Subsidiary, as the case may be, (A) any
assets of such Loan Party which constitute Collateral are either (1) transferred to any other Loan Party and are subject to the valid perfected security interests of Administrative Agent as to any Revolving Loan Priority Collateral and Term
Loan Priority Collateral or (2) are subject to a Disposition which is a Permitted Disposition and (B) any such Loan Party that is a Borrower shall cease to be a Borrower; 

(f) so long as no Event of Default exists or would result therefrom, any Loan Party may merge or consolidate with any other Person in order to
effect any Permitted Investment (other than clause (j) of the definition of Permitted Investments); provided, that, the continuing or surviving Person shall be a Borrower or a Loan Party (unless such Subsidiary is an Excluded
Subsidiary), which shall have complied with the applicable requirements of Section 6.12; 
 (g) so long as no Event of Default
exists or would result therefrom, a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05 (other than clause (h) of the definition of
Permitted Dispositions); and 

  
 143 







 (h) any Subsidiary of Lead Borrower that is a Loan Party may liquidate, wind-up or dissolve,
provided, that, promptly upon the commencement of the winding up or any action to dissolve such Subsidiary, (A) any assets of such Subsidiary which constitute Collateral are either (1) transferred to a Loan Party and are
subject to the valid perfected security interests of Agent as to any Revolving Loan Priority Collateral and Term Loan Priority Collateral or (2) are subject to a Disposition which is a Permitted Disposition, and (3) any such Subsidiary
that is a Borrower shall cease to be a Borrower; and 
 (i) any Loan Party may change its name (within the meaning of Section 9-503 of
the Code), organizational identification number, jurisdiction of organization or organizational identity; provided, that, (a) such Loan Party gives at least 10 days’ prior written notice to Administrative Agent of such
change; (b) such jurisdiction of organization shall be within the United States; (c) such organizational identity shall be a corporation, a limited liability company or other identity reasonably acceptable to Administrative Agent; and
(d) Administrative Agent shall have received such agreements, documents and instruments as it shall reasonably request in order to continue the perfection of its security interests and to confirm the continuation of the party being bound to the
Loan Documents to which it is a party immediately prior to such change. 
 7.05. Dispositions. Make any Disposition (or enter into
any agreement to make any Disposition unless such agreement is conditioned upon either obtaining the consent of the Administrative Agent and Required Lenders to such transaction or the termination of the Aggregate Commitments and the payment in full
of the Obligations upon the occurrence of such Disposition), except Permitted Dispositions. 
 7.06. Restricted Payments. Declare or
make, directly or indirectly, any Restricted Payment, (or enter into any agreement which obligates any Loan Party or Restricted Subsidiary to make any Restricted Payment unless such agreement is conditioned upon either obtaining the consent of the
Administrative Agent and Required Lenders to such transaction or the termination of the Aggregate Commitments and the payment in full of the Obligations upon the making of such Restricted Payment) except that, so long as no Event of Default shall
have occurred and be continuing prior to or immediately after giving effect to any Restricted Payment described below or would result therefrom: 

(a) If the Payments Conditions are satisfied, the Loan Parties may declare or make any Restricted Payment; 

(b) each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party; 

(c) the Loan Parties and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common
stock or other common Equity Interests of such Person, so long as such dividends do not result in a Change of Control. 
 (d) the Loan
Parties and Restricted Subsidiaries may make payments (or make Restricted Payments to the Lead Borrower to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Lead Borrower held by any future,
present or former employee, director, consultant or distributor (or any spouses, former spouses, domestic partners, executors, administrators, heirs, legatees or distributes of any of the foregoing) of the Loan Parties upon the death, disability,
retirement or termination of employment of any such Person or otherwise pursuant to any employee or director equity plan, 

  
 144 







 
employee or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director,
consultant or distributor of the Loan Parties in an aggregate amount after the November 1, 2012 together with the aggregate amount of any loans or advances made in lieu of Restricted Payments permitted pursuant to
Section 7.03 not to exceed $2,000,000 in any calendar year; provided, that, such amount in any calendar year may be increased by an amount to exceed the cash proceeds of key-man life insurance policies received by the Loan
Parties after November 1, 2012; and 
 (e) to the extent constituting
Restricted Payments, the Loan Parties and Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than clause (k) of the definition of Permitted Investments),
7.04 or 7.09 so long as such Restricted Payment is otherwise permitted to be made pursuant to this Section 7.06;
and7.06. 
 (f) notwithstanding anything to the contrary
above, in addition to the cash dividends permitted to be paid pursuant to the other subsections of this Section 7.06, Lead Borrower may declare or pay regularly scheduled cash dividends to holders
of its Equity Interests of up to $15,000,000 in the aggregate in any Fiscal Year of the Lead Borrower at times and in amounts otherwise consistent with its practice as in effect on the date hereof, without regard to the satisfaction of the Payment
Conditions, except, that, as of the date of any such payment of a dividend and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing. 

7.07. Prepayments of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in
any manner any Indebtedness, or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except: 
 (a) as
long as no Event of Default then exists, regularly scheduled or mandatory repayments, repurchases, redemptions or defeasances of Permitted Indebtedness (other than Subordinated Indebtedness); 

(b) prepayments, redemptions, purchases, defeasements and satisfactions prior to the scheduled maturity thereof of any Permitted Indebtedness
so long as (i) the Payment Conditions are satisfied after giving effect to such prepayment, redemption, purchase, defeasement or satisfaction, and (ii) Administrative Agent shall have received prior notice of such prepayment, redemption,
purchase, defeasement or satisfaction and information related to such prepayment, redemption, purchase, defeasement or satisfaction reasonably requested by Administrative Agent; and 

(c) Permitted Refinancings of such Indebtedness. 

7.08. Change in Nature of Business. In the case of each of the Loan Parties, engage in any line of business substantially different
from the Business conducted by the Loan Parties and their Subsidiaries on the date hereof or any business substantially related or incidental thereto and any logical extensions thereof. 

  
 145 







 7.09. Transactions with Affiliates. Enter into, renew, extend or be a party to any
transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Loan Parties or such Subsidiary as would be obtainable by the
Loan Parties or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided, that, the foregoing restriction shall not apply to: 

(a) transactions between or among the Loan Parties, including any entity that becomes a Loan Party as a result of such transactions; 

(b) employment and severance arrangements between the Loan Parties and their respective officers and employees in the ordinary course of
business and transactions pursuant to stock option plans and employee benefit plans and arrangements, 
 (c) the non-exclusive licensing of
trademarks, copyrights or other Intellectual Property rights in the ordinary course of business to permit the commercial exploitation of Intellectual Property rights between or among Affiliates and Subsidiaries of the Lead Borrower or the Lead
Borrower, 
 (d) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors,
officers and employees of the Loan Parties in the ordinary course of business to the extent attributable to the ownership or operation of the Loan Parties, 

(e) payments to or from, and transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of
Investments by a Loan Party in such joint venture) in the ordinary course of business to the extent otherwise permitted under Section 7.02, and, 

(f) the transactions set forth on Schedule 7.09 hereto. 

7.10. Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan
Document or any other Contractual Obligation entered into with respect to Permitted Indebtedness described in clauses (c) and (l) of such definition) that limits the ability of the Loan Parties to create, incur, assume or suffer to exist
Liens on Collateral of such Person (other than an Excluded Subsidiary) in favor of the Administrative Agent; provided, that, the foregoing shall not apply to Contractual Obligations that: 

(a) exist on the date hereof and (to the extent not otherwise permitted by this Section 7.10) are listed on Schedule 7.10
hereto and (y) to the extent Contractual Obligations permitted by clause (x) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or
refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation, 

(b) are customary restrictions that arise in connection with (x) any Permitted Encumbrance and relate to the property subject to such Lien
or (y) any Disposition permitted by Section 7.05 applicable pending such Disposition solely to the assets subject to such Disposition, 

  
 146 







 (c) are customary provisions in joint venture agreements and other similar agreements applicable
to joint ventures permitted under Section 7.02 and applicable solely to such joint venture entered into in the ordinary course of business, 

(d) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely
to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof and, in the case of the Permitted Term Loan Indebtedness, permits the Liens securing the Obligations
(subject to the Term Loan Intercreditor Agreement), 
 (e) are customary restrictions on leases, subleases, licenses or asset sale agreements
otherwise permitted hereby so long as such restrictions relate to the assets subject thereto, 
 (f) comprise restrictions imposed by any
agreement relating to Permitted Indebtedness to the extent that such restrictions apply only to the property or assets securing such Indebtedness, 

(g) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest, 

(h) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business, 

(i) restrictions contained in the Permitted Term Loan Indebtedness and any Permitted Refinancing permitted under the Term Loan Intercreditor
Agreement, 
 (j) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of
business, or 
 (k) arise in connection with cash or other deposits permitted under Section 7.01. 

7.11. Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally
or ultimately, (a) to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such
purpose; or (b) for purposes other than those permitted under this Agreement. 
 7.12. Amendment of Material Documents. Amend,
modify or waive any of a Loan Party’s rights under: (a) its Organization Documents or Material Contracts (including the Tax Credit Sale Agreement) in a manner that has or would
reasonably be expected to have a Material Adverse Effect, (b) any of the terms of any Indebtedness in excess of $7,500,000 (other than Permitted Term Loan Indebtedness) to the extent that such amendment, modification or waiver would result in
an Event of Default, or that has or could reasonably be expected to have a Material Adverse Effect, or (c) any terms of the Permitted Term Loan Indebtedness, except as agreed to between holders of the Permitted Term Loan Indebtedness
and the Administrative Agent in the applicable intercreditor agreement described in the definition of Permitted Term Loan Indebtednesspermitted in the Term Loan Intercreditor
Agreement. 

  
 147 







 7.13. Fiscal Year. Change the Fiscal Year of any Loan Party, or the accounting policies or
reporting practices of the Loan Parties, except as permitted by GAAP; provided, that, the Lead Borrower and its Subsidiaries may, after prior written notice to Administrative Agent (not less than thirty (30) days prior to the
commencement of such new Fiscal Year), change their Fiscal Year (subject to entering into such amendments to other provisions of the Loan Documents that are affected by such change as required by Administrative Agent). 

7.14. Deposit Accounts; Credit Card Processors. Open new DDAs, Blocked Accounts, or Concentration Accounts unless the Loan Parties
shall have delivered to the Administrative Agent appropriate DDA Notifications or Blocked Account Agreements consistent with the provisions of Section 6.13 and otherwise reasonably satisfactory to the Administrative Agent. No Loan Party
shall maintain any bank accounts or enter into any agreements with Credit Card Processors other than as expressly contemplated herein or in Section 6.13 hereof. 

7.15. Financial Covenant. Permit Excess Availability at any time to be less than the greater of (a) ten percent (10%) of the
Combined Loan Caps (with the Loan Cap calculated without giving effect to the Term Loan Reserve) and (b)
$10,000,000.7,000,000. 
 7.16. [Reserved] 

7.17. Canadian Pension Plans. 

(a) maintainMaintain, sponsor, administer, contribute to,
participate in or assume or incur any liability in respect of any Specified Canadian Pension Plan, or acquire an interest in any Person if such Person sponsors, administers, contributes to, participates in or has any liability in respect of, any
Specified Canadian Pension Plan. 
 (b) Contribute to or assume any obligation to contribute to any new “multi-employer pension
plan” as such term is defined in the Pension Benefits Act (Ontario) or any similar plan under pension standards Laws in another jurisdiction. 

(c) Fail to withhold, make, remit or pay when due or permit any other Loan Party to fail to withhold, make, remit or pay when due any material
withheld employee or employer payments, material contributions (including “normal cost”, “special payments” and any other required contributions or payments in respect of any funding deficiencies or shortfalls) or
premiums to or in respect of any Canadian Pension Plan, Canadian Benefit Plan or Canadian Union Plan pursuant to the terms of the particular plan, any applicable collective bargaining agreement or participation agreement or applicable Laws. 

(d) Establish or terminate, or permit any other Loan Party to establish or terminate, any Canadian Pension Plan or Canadian Benefit Plan or
withdraw from any Canadian Union Plan, if such establishment, termination or withdrawal would reasonably be expected to result in any material liability of a Loan Party, or take any other action with respect to any Canadian Pension Plan, Canadian
Union Plan or Canadian Benefit Plan which would reasonably be expected to result in any material liability of a Loan Party. 

  
 148 







 7.18. Modification of Terms, Etc. Rescind or cancel any indebtedness evidenced by any
Account or modify any term thereof or make any adjustment with respect thereto except in the ordinary course of business consistent with prudent business practice, or extend or renew any such indebtedness except in the ordinary course of business
consistent with prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Account or interest therein except in the ordinary course of business consistent with prudent business
practice or in accordance with this Agreement without the prior written consent of the Administrative Agent. 
 ARTICLE VIII 

EVENTS OF DEFAULT AND REMEDIES 

8.01. Events of Default. Any of the following shall constitute an Event of Default: 

(a) Non-Payment. The Borrowers or any other Loan Party fails to pay when and as required to be paid herein, (i) any amount of
principal of any Loan or any L/C Obligation, or deposit any funds to Cash Collateralize L/C Obligations, or (ii) pay within three (3) Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee
due hereunder, or (iii) any other amount payable hereunder or under any other Loan Document; or 
 (b) Specific Covenants.
(i) Any Loan Party or any Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in any of Sections 6.01, 6.02 (a), (b),(e), and (g), 6.03 (other than notices of Default),
6.05, 6.07, 6.10, 6.11, 6.12, 6.13 (so long as a Cash Dominion Event has occurred and is continuing) or 6.14 or Article VII; or (ii) any Guarantor fails to perform or observe any term,
covenant or agreement contained the Facility Guaranty beyond any applicable grace or cure period, if any; or (ii) any Loan Party or any Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in any of
Section 6.03(a) with respect to notices of Default for more than ten (10) days after the occurrence of such Default, or 

(c) Other Defaults. Any Loan Party or any Restricted Subsidiary fails to perform or observe any other covenant or agreement (not
specified in subsection (a) or (b) above) contained in this Agreement or any other Loan Document on its part to be performed or observed and such failure continues for twenty (20) days after the date written notice thereof shall have
been given to the Lead Borrower by the Administrative Agent; provided, that, in the event the Lead Borrower fails to notify the Administrative Agent in accordance with the terms of Section 6.03(a) within two (2) days after
the occurrence of its failure to perform or observe such term, covenant or agreement as provided therein, an Event of Default will occur as a result of the failure to perform or observe such term, covenant or agreement on the date twenty
(20) days after the earlier of (i) the date of the event or occurrence which is the basis for such Event of Default or (ii) the date written notice thereof shall have been given to the Lead Borrower by the Administrative Agent; or

 (d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on
behalf of any Restricted Subsidiary, any Borrower or any other Loan Party herein, in any other Loan Document, or in any document, report, certificate, financial statement or other instrument delivered in connection herewith or therewith (including,
without limitation, any Borrowing Base Certificate) shall be incorrect or misleading in any material respect when made or deemed made except that such materiality qualifier shall not be applicable to any representation or warranty that is already
qualified by materiality or “Material Adverse Effect”; or 

  
 149 







 (e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise after the expiration of any applicable grace period and after giving effect to any waivers or amendments with respect thereto) in respect of any
Material Indebtedness (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement), or (B) fails to observe or perform any other agreement or condition
relating to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs (other than, with respect to Material Indebtedness consisting of Swap Contracts, termination
events or equivalent events pursuant to the terms of such Swap Contracts and not as a result of any default thereunder by any Loan Party), the effect of which default or other event is to cause, or to permit the holder or holders of such Material
Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required and after the expiration of any applicable cure period and after giving effect to any waiver or amendment with respect thereto,
such Material Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated
maturity; provided, that, this clause (e)(B) shall not apply to secured Material Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness, if such sale or
transfer is otherwise permitted hereunder and under the documents providing for such Material Indebtedness; or 
 (f) Insolvency
Proceedings, Etc. Any Loan Party or any of its Restricted Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to
the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or a proceeding shall be commenced or a petition filed, without the application or
consent of such Person, seeking or requesting the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed and the appointment continues undischarged, undismissed or unstayed for sixty
(60) calendar days or an order or decree approving or ordering any of the foregoing shall be entered; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without
the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or 

(g) Inability to Pay Debts; Attachment. (i) Any Loan Party or any Restricted Subsidiary becomes unable or admits in writing its
inability or fails generally to pay its debts as they become due in the ordinary course of business, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against property of any of the Loan Parties in an
aggregate amount in excess of $2,000,000 (except to the extent paid or covered by third party insurance (where the company has been notified of the potential claim and does not dispute coverage) and is not released, vacated or fully bonded within
thirty (30) days after its issuance or levy (except in the case of an attachment of the Blocked Accounts or Concentration Account, within five (5) days), or (3) takes any action for the purpose of effecting the events described in the
foregoing paragraph (f) or this paragraph (g); or 

  
 150 







 (h) Judgments. There is entered against any Loan Party or any Restricted Subsidiary
(i) one or more judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the US Dollar Equivalent of $2,000,000 (to the extent not covered by independent third-party insurance as to
which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary judgments that have, or would reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, is not in effect; or 
 (i) ERISA.
(A) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of any Loan Party under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
PBGC in an aggregate amount in excess of $2,000,000 or which could reasonably likely result in a Material Adverse Effect, or (B) a Loan Party or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $2,000,000 or which could reasonably likely result in a Material Adverse Effect; or 

(j) Canadian Pension Event. A Canadian Pension Event occurs with respect to a Canadian Pension Plan or Canadian Union Plan which has
resulted or could reasonably be expected to result in Liability of any Loan Party to the Canadian Pension Plan, Canadian Union Plan or other Person in an aggregate amount in excess of $2,000,000 or which could reasonably likely result in a Material
Adverse Effect; or 
 (k) Invalidity of Loan Documents. (i) Any provision of any Loan Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any manner the
validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any
Loan Document or seeks to avoid, limit or otherwise adversely affect any Lien purported to be created under any Security Document; or (ii) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by
any Loan Party or any other Person not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document; or 

(l) Change of Control. There occurs any Change of Control; or 

  
 151 







 (m) Cessation of Business. Except as otherwise expressly permitted hereunder, Lead
Borrower and its Restricted Subsidiaries shall take any action to suspend the operation of their business, taken as a whole, in the ordinary course, liquidate all or a material portion of its assets or Store locations, or employ an agent or other
third party to conduct a program of closings, liquidations or “going-out-of-business” sales of any material portion of its business, taken as a whole; or 

(n) Loss of Collateral. There occurs any uninsured loss to any portion of the Collateral having a Value in excess of
$10,000,0005,000,000; or 
 (o) Breach of Contractual
Obligation. Any Loan Party or any Restricted Subsidiary thereof fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Contract or fails to observe
or perform any other agreement or condition relating to any such Material Contract or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to
cause, or to permit the counterparty to such Material Contract to terminate such Material Contract but only if any of the foregoing could reasonably be expected to result in a Material Adverse Effect; or 

(p) Indictment. The indictment or institution of any legal process or proceeding against, any Loan Party or any Restricted Subsidiary
thereof, under any federal, state, municipal, and other criminal statute, rule, regulation, order, or other requirement having the force of law for a felony and such action or proceeding is reasonably expected to have a Material Adverse Effect; 

(q) Guaranty. The termination or attempted termination of any Facility Guaranty by any Guarantor except as expressly permitted hereunder
or under any other Loan Document; 
 (r) Credit Card Agreements. (i) any Credit Card Issuer or Credit Card Processor shall send
notice to any Borrower that it is ceasing to make or suspending payments to such Borrower of amounts due or to become due to such Borrower or shall cease or suspend such payments which represent ten percent (10%) or more of the Credit Card
Receivables then owing to Borrower and such suspension of payments continues for five (5) consecutive days, or shall send notice to such Borrower that it is terminating its arrangements with Borrower or such arrangements shall terminate as a
result of any event of default under such arrangements, which continues for more than the applicable cure period, if any, with respect thereto, unless such Borrower shall have entered into arrangements with another Credit Card Issuer or Credit Card
Processor, as the case may be, within sixty (60) days after the date of any such notice or (ii) any Credit Card Issuer or Credit Card Processor withholds payment of amounts otherwise payable to a Borrower to fund a reserve account or
otherwise hold as collateral, or shall require a Borrower to pay funds into a reserve account or for such Credit Card Issuer or Credit Card Processor to otherwise hold as collateral, or any Borrower shall provide a letter of credit, guarantee,
indemnity or similar instrument to or in favor of such Credit Card Issuer or Credit Card Processors such that in the aggregate all of such funds in the reserve account, other than amounts held as collateral and the amount of such letters of credit,
guarantees, indemnities or similar instruments shall exceed an amount equal to or exceeding ten percent (10%) of the Credit Card Receivables processed by such Credit Card Issuer or Credit Card Processor in the immediately preceding Fiscal Year;
or 

  
 152 







 (s) Subordination. The subordination provisions of the documents evidencing or governing
any Subordinated Indebtedness or provisions of anythe Term Loan Intercreditor Agreement (the “Intercreditor Provisions”) shall, in whole or in part,
terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable Indebtedness; or (ii) any Loan Party or any Restricted Subsidiary shall, directly or indirectly, disavow or contest in
any manner (A) the effectiveness, validity or enforceability of any of the Intercreditor Provisions, (B) that the Intercreditor Provisions exist for the benefit of the Secured Parties, or (C) that all payments of principal of or
premium and interest on the applicable Indebtedness, or realized from the liquidation of any property of any Loan Party or any Restricted Subsidiary, shall be subject to any of the Intercreditor Provisions. 

8.02. Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, or, at the
request of the Required Lenders shall, take any or all of the following actions: 
 (a) declare the Commitments of each Lender to make Loans
and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated; 

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Loan Parties; 

(c) require that the Loan Parties Cash Collateralize the L/C Obligations; and 

(d) whether or not the maturity of the Obligations shall have been accelerated pursuant hereto, proceed to protect, enforce and exercise all
rights and remedies of the Secured Parties under this Agreement, any of the other Loan Documents or applicable Law, including, but not limited to, by suit in equity, action at law or other appropriate proceeding, whether for the specific performance
of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations are evidenced, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the
payment thereof or any other legal or equitable right of the Secured Parties; 
 provided, that, upon the
entryoccurrence of an order for relief (or similar order)Event of Default with respect to any
Loan Party or any Restricted Subsidiary thereof under any Debtor Relief LawsSection 8.02(f), the obligation of each Lender to make Loans and any obligation of the L/C
Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid (including the Early
Termination Fee) shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the
Administrative Agent or any Lender. 
 No remedy herein is intended to be exclusive of any other remedy and each and every remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of Law. 

  
 153 







 Each of the Lenders agrees that it shall not, unless specifically requested to do so in writing
by Administrative Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against any Loan Party or to foreclose any Lien on, or otherwise enforce any security
interest in, or other rights to, any of the Collateral. 
 8.03. Application of Funds. After the exercise of remedies provided for in
Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any
amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order: 
 First, to
payment of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, Secured Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts
payable under Article III) payable to the Administrative Agent, each in its capacity as such; 
 Second, to payment of that portion
of the Obligations (excluding the Other Liabilities) constituting indemnities, Secured Party Expenses, and other amounts (other than principal, interest and fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements
of counsel to the respective Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them; 

Third, to the extent not previously reimbursed by the Lenders, to payment to the Administrative Agent of that portion of the
Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances; 
 Fourth, to the extent that Swing
Line Loans have not been refinanced by a Committed Loan, payment to the Swing Line Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swing Line Loans; 

Fifth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, and
fees (including Letter of Credit Fees but excluding any early termination fees), ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fifth payable to them; 

Sixth, to the extent that Swing Line Loans have not been refinanced by a Committed Loan, to payment to the Swing Line Lender of that
portion of the Obligations constituting unpaid principal of the Swing Line Loans; 
 Seventh, to payment of that portion of the
Obligations constituting unpaid principal of the Revolving Loans, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Seventh held by them; 

Eighth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised
of the aggregate undrawn amount of Letters of Credit; 
 Ninth, Reserved; 

Tenth, to payment of all other Obligations (including without limitation the cash collateralization of unliquidated indemnification
obligations as provided in Section 10.04(b), but excluding any Other Liabilities), ratably among the Secured Parties in proportion to the respective amounts described in this clause Tenth held by them; 

  
 154 







 Eleventh, to payment of that portion of the Obligations arising from Cash Management
Services to the extent secured under the Security Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause Eleventh held by them; 

Twelfth, to payment of all other Obligations arising from Bank Products and Factored Receivables to the extent secured
under the Security Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause Twelfth held by them; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Loan Parties or as otherwise
required by Law. 
 Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Eighth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set forth above. 
 ARTICLE IX 

ADMINISTRATIVE AGENT 

9.01. Appointment and Authority. 

(a) Each of the Secured Parties hereby irrevocably appoints Wells Fargo to act on its behalf as the Administrative Agent hereunder and under
the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Loan Party or any Subsidiary thereof shall have rights as a third party beneficiary of any
of such provisions. 
 (b) Each of the Secured Parties hereby irrevocably appoints Wells Fargo as Administrative Agent and authorizes the
Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as
are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05
for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to
the benefits of all provisions of this Article IX and Article X (including Section 10.04(c)), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents,
as if set forth in full herein with respect thereto. 

  
 155 







 9.02. Rights as a Lender. Any Person serving as the Administrative Agent hereunder shall
have the same rights and powers in their capacity as a Lender as any other Lender and may exercise the same as though they were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise
expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial
advisor or in any other advisory capacity for and generally engage in any kind of business with the Loan Parties or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to
account therefor to the Lenders. 
 9.03. Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is
continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided, that, the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law; and 
 (c) shall not, except as expressly set forth herein and in the
other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Loan Parties or any of its Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent, or any of its Affiliates in any capacity. 
 The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the Consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence, bad faith or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction.

 The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until notice describing such
Default or Event of Default is given to the Administrative Agent by the Loan Parties, a Lender or the L/C Issuer. Upon the occurrence of an Event of Default, the Administrative Agent shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Applicable Lenders. Unless and until the Administrative Agent shall have received such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to any such Default or Event of Default as it shall deem advisable in the best interest of the Secured Parties. In no event shall the Administrative Agent be required to comply with any such directions to the extent that
the Administrative Agent believes that its compliance with such directions would be unlawful. 

  
 156 







 The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection
herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any
Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

9.04. Reliance by Administrative Agent. Each Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including, but not limited to, any electronic message, Internet or intranet website posting or other distribution) believed by it to be
genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C
Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received written notice to the contrary from such Lender or the L/C Issuer prior to the
making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for any Loan Party), independent accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 9.05. Delegation of
Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The
Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to
the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as such Administrative
Agent. 
 9.06. Resignation of Administrative Agent. The Administrative Agent may at any time give written notice of its resignation
to the Lenders and the Lead Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor, which shall be a Lender or a bank with an office in the
United States, or an Affiliate of any such Lender or bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the
retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above;
provided, that, if the Administrative Agent shall notify the Lead Borrower and the Lenders that no qualifying Person has accepted such 

  
 157 







 
appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any Collateral held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall
continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be
made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative
Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its
duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to
its predecessor unless otherwise agreed between the Lead Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and
Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent hereunder. 
 Any resignation by Wells Fargo as Administrative Agent pursuant to
this Section shall also constitute its resignation as Swing Line Lender and the resignation of Wells Fargo as L/C Issuer. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
reasonably satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit. 

9.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. Except as provided in
Section 9.12, the Administrative Agent shall not have any duty or responsibility to provide any Secured Party with any other credit or other information concerning the affairs, financial condition or business of any Loan Party that may
come into the possession of the Administrative Agent. 
 9.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the Bookrunners, Arrangers, Syndication Administrative Agent or Documentation Administrative Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents,
except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder. 

  
 158 







 9.09. Administrative Agent May File Proofs of Claim. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Loan Parties) shall be entitled and empowered, by intervention in such proceeding or otherwise 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and
all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer, the Administrative Agent and the other Secured Parties (including any claim
for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer, the Administrative Agent, such Secured Parties and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer the
Administrative Agent and such Secured Parties under Sections 2.03(i), 2.03(j), 2.09 and 10.04) allowed in such judicial proceeding; and 

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by
each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04. 

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any
Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize the Administrative Agent to vote in respect of the claim of any
Lender or the L/C Issuer in any such proceeding. 
 9.10. Collateral and Guaranty Matters. The Secured Parties irrevocably authorize
the Administrative Agent, at its option and in its discretion, 
 (a) to release any Lien on any property granted to or held by the
Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has been asserted) and the expiration or
termination of all Letters of Credit (other than any Letter of Credit that has been Cash Collateralized), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or
(iii) if approved, authorized or ratified in writing by the Applicable Lenders in accordance with Section 10.01; 

  
 159 







 (b) to release or subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document to the holder of any Lien on such property that is permitted by clauses (h), (q) and (r) of the definition of Permitted Encumbrances; and 

(c) to release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted hereunder. 
 Upon request by the Administrative Agent at any time, the Applicable Lenders will confirm in writing such Administrative
Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Facility Guaranty pursuant to this Section 9.10. In each case as specified
in this Section 9.10, the Administrative Agent will, at the Loan Parties’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of
Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Facility Guaranty, in each case in accordance with the
terms of the Loan Documents and this Section 9.10. 
 9.11. Notice of Transfer. The Administrative Agent may deem
and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Assumption shall have become effective as set forth in
Section 10.06. 
 9.12. Reports and Financial Statements. By signing this Agreement, each Lender: 

(a) agrees to furnish the Administrative Agent (and thereafter at such frequency as the Administrative Agent may reasonably request) with a
summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other
Liabilities unless the Administrative Agent has received written notice thereof from such Lender; 
 (b) is deemed to have requested that the
Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all field examinations and appraisals of the Collateral received by the
Administrative Agent (collectively, the “Reports”); 
 (c) expressly agrees and acknowledges that the Administrative Agent
makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; 

(d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or any other
party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel;


  
 160 







 (e) agrees to keep all Reports confidential in accordance with the provisions of
Section 10.07 hereof; and 
 (f) without limiting the generality of any other indemnification provision contained in this Agreement,
agrees: (i) to hold the Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any
Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and
indemnify, defend, and hold the Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the
Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender. 

9.13. Agency for Perfection. Each Lender hereby appoints each other Lender as agent for the purpose of perfecting Liens for the benefit
of the Administrative Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or any other applicable Law of the United States can be perfected only by possession. Should any Lender (other than the Administrative Agent)
obtain possession of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with
such Collateral in accordance with the Administrative Agent’s instructions. 
 9.14. Indemnification. The Lenders hereby agree
to indemnify the Administrative Agent, the L/C Issuer and any of their respective Related Parties, as the case may be (to the extent not reimbursed by the Loan Parties and without limiting the obligations of Loan Parties hereunder), ratably
according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on,
incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by the Administrative Agent in connection therewith;
provided, that, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Administrative Agent’s gross
negligence, bad faith or willful misconduct as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

9.15. Relation among Lenders. The Lenders are not partners or co-venturers, and no Lender shall be liable for the acts or omissions of,
or (except as otherwise set forth herein in case of the Administrative Agent) authorized to act for, any other Lender. 
 9.16.
Defaulting or Deteriorating Lender. 
 (a) If for any reason any Lender shall become a Deteriorating Lender or shall fail or refuse to
abide by its obligations under this Agreement, including without limitation its obligation to make available to Administrative Agent its Applicable Percentage of any Loans, expenses or setoff or purchase its Applicable Percentage of a participation
interest in the Swing Line Loans and such failure is not cured within one (1) Business Day after receipt from the 

  
 161 







 
Administrative Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the other Secured Parties, the Loan Parties or any other party at law or in
equity, and not at limitation thereof, (i) such Deteriorating Lender’s or Defaulting Lender’s right to participate in the administration of, or decision-making rights related to, the Obligations, this Agreement or the other Loan
Documents shall be suspended during the pendency of such failure or refusal, and (ii) a Deteriorating Lender or Defaulting Lender shall be deemed to have assigned any and all payments due to it from the Loan Parties, whether on account of
outstanding Loans, interest, fees or otherwise, to the remaining non-Defaulting Lenders for application to, and reduction of, their proportionate shares of all outstanding Obligations until, as a result of application of such assigned payments the
Lenders’ respective Applicable Percentages of all outstanding Obligations shall have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency, and (iii) at the
option of the Administrative Agent, any amount payable to such Deteriorating Lender or Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Deteriorating Lender or
Defaulting Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of the Deteriorating Lender or Defaulting Lender in respect of any Loan or existing or future participating interest in any Swing Line Loan
or Letter of Credit. The Defaulting Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) and (ii) hereinabove shall be restored only upon the payment by the Defaulting Lender of its
Applicable Percentage of any Obligations, any participation obligation, or expenses as to which it is delinquent, together with interest thereon at the rate set forth in Section 2.08(b) hereof from the date when originally due until the
date upon which any such amounts are actually paid. 
 (b) The non-Defaulting Lenders shall also have the right, but not the obligation, in
their respective, sole and absolute discretion, to cause the termination and assignment, without any further action by the Deteriorating Lender or Defaulting Lender for no cash consideration (pro rata, based on the respective
Commitments of those Lenders electing to exercise such right), of the Deteriorating Lender’s or Defaulting Lender’s Commitment to fund future Loans. Upon any such purchase of the Applicable Percentage of any Deteriorating Lender or
Defaulting Lender, the Deteriorating Lender’s or Defaulting Lender’s share in future Credit Extensions and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Deteriorating Lender or
Defaulting Lender shall promptly execute all documents reasonably requested to surrender and transfer such interest, including, if so requested, an Assignment and Assumption. 

(c) Each Deteriorating Lender and Defaulting Lender shall indemnify the Administrative Agent and each non-Defaulting Lender from and against
any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by the Administrative Agent or by any non-Defaulting Lender, on account of a Deteriorating Lender’s or Defaulting
Lender’s failure to timely fund its Applicable Percentage of a Loan or to otherwise perform its obligations under the Loan Documents. 

9.17. [Reserved]. 

  
 162 







 9.18. Appointment for the Province of Québec. Without prejudice to
Section 9.01 above, each Secured Party hereby appoints Wells Fargo as the person holding the power of attorney (fondé pouvoir) of the Secured Parties as contemplated under Article 2692 of the Civil Code of Québec, to enter
into, to take and to hold on their behalf, and for their benefit, any deed of hypothec (“Deed of Hypothec”) to be executed by any of the Borrowers or Guarantors granting a hypothec pursuant to the laws of the Province of
Québec (Canada) and to exercise such powers and duties which are conferred thereupon under such deed. All of the Secured Parties hereby additionally appoint Administrative Agent as agent, mandatary, custodian and depositary for and on behalf
of the Secured Parties (a) to hold and to be the sole registered holder of any bond (“Bond”) issued under the Deed of Hypothec, the whole notwithstanding any other applicable law, and (b) to enter into, to take and to hold
on their behalf, and for their benefit, a bond pledge agreement (“Pledge”) to be executed by such Borrower or Guarantor pursuant to the laws of the Province of Québec and creating a pledge of the Bond as security for the
payment and performance of, inter alia, the Obligations. In this respect, (i) Administrative Agent as agent, mandatary, custodian and depositary for and on behalf of the Secured Parties, shall keep a record indicating the names and addresses
of, and the pro rata portion of the obligations and indebtedness secured by the Pledge, owing to each of the Secured Parties for and on behalf of whom the Bond is so held from time to time, and (ii) each of the Secured Parties will be entitled
to the benefits of any property or assets charged under the Deed of Hypothec and the Pledge and will participate in the proceeds of realization of any such property or assets. Wells Fargo, in such aforesaid capacities shall (A) have the sole
and exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to Wells Fargo, as fondé de pouvoir, with respect to the property or assets charged under the
Deed of Hypothec and to Administrative Agent with respect to the property and assets changed under the Pledge, any other applicable law or otherwise, and (B) benefit from and be subject to all provisions hereof with respect to Administrative
Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification by the Secured Parties, the Borrowers or the Guarantors. The execution prior to the date hereof by
Wells Fargo, as fondé de pouvoir, or Administrative Agent of any Deed of Hypothec, Pledge or other security documents made pursuant to the laws of the Province of Québec (Canada) is hereby ratified and confirmed. The constitution of
Wells Fargo as the Person holding the power of attorney (fondé de pouvoir), and of Administrative Agent, as agent, mandatary, custodian and depositary with respect to any bond that may be issued and pledged from time to time to Administrative
Agent for the benefit of the Secured Parties, shall be deemed to have been ratified and confirmed by each Person accepting an assignment of, a participation in or an arrangement in respect of, all or any portion of any of the Secured Parties’
rights and obligations under this Agreement by the execution of an assignment, including an Assignment and Assumption or other agreement pursuant to which it becomes such assignee or participant, and by each successor Administrative Agent by the
execution of an assignment agreement or other agreement, or by the compliance with other formalities, as the case may be, pursuant to which it becomes a successor Administrative Agent hereunder. 

ARTICLE X 
 MISCELLANEOUS

 10.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no Consent
to any departure by any Loan Party therefrom, shall be effective unless in writing signed by the Administrative Agent, with the Consent of the Required Lenders, and the Lead Borrower or the applicable Loan Party, as the case may be, and acknowledged
by the Administrative Agent, and each such waiver or Consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that, no such amendment, waiver or consent shall: 

(a) extend or, increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the
written Consent of such Lender; 

  
 163 







 (b) as to any Lender, postpone any date fixed by this Agreement or any other Loan Document for
(i) any scheduled payment (including the Maturity Date) or mandatory prepayment of principal, interest, fees (including any Early Termination Fee) or other amounts due hereunder or
under any of the other Loan Documents without the written Consent of such Lender entitled to such payment, or (ii) any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written
Consent of such Lender; 
 (c) as to any Lender, reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject
to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written Consent of each Lender entitled to such amount; provided,
that, only the Consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate;

 (d) as to any Lender, change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of
payments required thereby without the written Consent of such Lender; 
 (e) change any provision of this Section or the definition of
“Required Lenders”, or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the
written Consent of each Lender; 
 (f) except as expressly permitted hereunder or under any other Loan Document, release, or limit the
liability of, any Loan Party without the written Consent of each Lender; 
 (g) except for Permitted Dispositions, release all or
substantially all of the Collateral from the Liens of the Security Documents without the written Consent of each Lender; 
 (h) except as
provided in Section 2.15, increase the Aggregate Commitments without the written Consent of each Lender; 
 (i) modify the
definition of Permitted Overadvance so as to increase the amount thereof or, except as provided in such definition, the time period for which a Permitted Overadvance may remain outstanding without the written Consent of each Lender; and 

(j) except as set forth in Section 9.10 or as otherwise expressly permitted herein or in any other Loan Document, subordinate the
Obligations hereunder or the Liens granted hereunder or under the other Loan Documents, to any other Indebtedness or Lien, as the case may be without the written Consent of each Lender; 

and, provided, that, (i) no amendment, waiver or Consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders
required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or Consent shall, unless in writing and signed by
the 

  
 164 







 
Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or Consent shall, unless in
writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) no amendment, waiver or Consent shall,
unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, and (v) the Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Deteriorating Lender or Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or Consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender. 

Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Products or Cash
Management Services shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any
such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of
Collateral or any Loan Party. 
 If any Lender does not consent (a “Non-Consenting Lender”) to a proposed amendment,
waiver, consent or release with respect to any Loan Document that requires the consent of each Lender or of all Lenders directly affected thereby, and that has been approved by the Required Lenders, the Lead Borrower may replace such Non-Consenting
Lender in accordance with Section 10.13; provided, that, such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments
required by the Lead Borrower to be made pursuant to this paragraph). 
 10.02. Notices; Effectiveness; Electronic Communications.

 (a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and
except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, electronic
communication (including via pdf or other similar electronic communication) or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone
number, as follows: 
 (i) if to the Loan Parties, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address,
telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and 
 (ii) if to any
other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire. 

  
 165 







 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to
have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the
next Business Day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). 

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or
furnished by electronic communication (including e mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided, that, the foregoing shall not apply to notices to any Lender or the L/C
Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Lead
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided, that, approval of such procedures may be limited to
particular notices or communications. 
 Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written
acknowledgement), provided, that, if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the
next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing
clause (i) of notification that such notice or communication is available and identifying the website address therefor. 
 (c) The
Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY
RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of their Related Parties (collectively, the
“Administrative Agent Parties”) have any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising
out of the Loan Parties’ or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent
jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Administrative Agent Party; provided, that, in no event shall the Administrative Agent Party have
any liability to any Loan Party, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 

  
 166 







 (d) Change of Address, Etc. Each of the Loan Parties, the Administrative Agent, the L/C
Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to the Lead Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that
the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for
such Lender. 
 (e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders
shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Loan Parties even if (i) such notices were not made in a manner specified
herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the
Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Loan
Parties. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

10.03. No Waiver; Cumulative Remedies. No failure by any Secured Party to exercise, and no delay by any such Person in exercising, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided herein and in the other Loan Documents are cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether any Secured Party may have had
notice or knowledge of such Default or Event of Default at the time. 
 10.04. Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. The Borrowers shall pay all Secured Party Expenses. 

(b) Indemnification by the Loan Parties. The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each
other Secured Party, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless (on an after tax basis) from, any and all losses, claims, causes
of action, damages, liabilities, settlement payments, costs, and related expenses (including the fees, charges and disbursements of counsel to the Indemnitees, limited to one primary counsel 

  
 167 







 
for all Indemnitees, or in the case of a conflict of interest as reasonably determined by the Indemnitee affected, after notice to the Lead Borrower, separate counsel for such Indemnitee and any
other appropriate local counsel), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated
hereby or thereby, or, in the case of the Administrative Agent (and any sub-agents thereof) and their Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or
proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of
Credit), any bank advising or confirming a Letter of Credit or any other nominated person with respect to a Letter of Credit seeking to be reimbursed or indemnified or compensated, and any third party seeking to enforce the rights of an Borrower,
beneficiary, nominated person, transferee, assignee of Letter of Credit proceeds, or holder of an instrument or document related to any Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any
property owned or operated by any Loan Party or any of its Restricted Subsidiaries, or any Environmental Liability related in any way to any Loan Party or any of its Restricted Subsidiaries, (iv) any claims of, or amounts paid by any Secured
Party to, a Blocked Account Bank or other Person which has entered into a Control Agreement with any Secured Party hereunder, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Loan Party or any of the Loan Parties’ directors, shareholders or creditors, and regardless of whether any Indemnitee is a
party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided, that, such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or
willful misconduct of such Indemnitee, (y) arising out of any litigation that does not involve an act or omission of the any of the Loan Parties or their Affiliates and that is brought by an Indemnitee against any other Indemnitee (except when
one of the parties to such action was acting in its capacity as an agent, an arranger, a bookrunner or other agency capacity), or (z) result from a claim brought by a Borrower or any other Loan Party against an Indemnitee for breach in bad
faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent
jurisdiction. 
 (c) Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent
that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the
L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided, that,
the unreimbursed expense or indemnified loss, claim, damage, liability or 

  
 168 







 
related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party
of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of
Section 2.12(d). 
 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable Law, the Loan
Parties shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable
for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence, bad faith, or willful misconduct of such Indemnitee as
determined by a final and nonappealable judgment of a court of competent jurisdiction. 
 (e) Payments. All amounts due under this
Section shall be payable on demand therefore by the Administrative Agent. 
 (f) Survival. The agreements in this Section shall
survive the resignation of any Administrative Agent and the L/C Issuer, the assignment of any Commitment or Loan by any Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge
of all the other Obligations. 
 10.05. Payments Set Aside. To the extent that any payment by or on behalf of the Loan Parties is
made to any Secured Party, or any Secured Party exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required
(including pursuant to any settlement entered into by such Secured Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the
extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and
the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its Applicable Percentage (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of
the Obligations and the termination of this Agreement. 

  
 169 







 10.06. Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written Consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.06(b), (ii) by
way of participation in accordance with the provisions of subsection Section 10.06(d), or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.06(f) (and any other
attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Secured Parties) any legal or equitable right, remedy or claim under or
by reason of this Agreement. 
 (b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or
a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 10.06(b), participations in L/C Obligations and in Swing Line Loans) at
the time owing to it); provided, that, any such assignment shall be subject to the following conditions: 
 (i) Minimum
Amounts 
 (A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, no minimum amount need be assigned; and 

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes
Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so
long as no Event of Default has occurred and is continuing, the Lead Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, that, concurrent assignments to members of an Assignee Group and
concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has
been met; 
 (ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the
assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line Lender’s rights and obligations in respect of Swing
Line Loans; 

  
 170 







 (iii) Required Consents. No consent shall be required for any assignment except to the
extent required by subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent of the Lead Borrower (such consent not to be
unreasonably withheld or delayed) shall be required unless (1) a Default or Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;
and 
 (B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and 

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that
increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and 

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in
respect of the assignment of any Commitment. 
 (iv) Assignment and Assumption. The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date
specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of
the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect
to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.06(d).


  
 171 







 (c) Register. The Administrative Agent, acting solely for this purpose as an agent of the
Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts
of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Loan Parties, the Administrative
Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Lead Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. 
 (d)
Participations. Any Lender may at any time, without the consent of, or notice to, the Loan Parties or the Administrative Agent, sell participations to any Person (other than a natural person or the Loan Parties or any of the Loan
Parties’ Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including
such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided, that, (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (iii) the Loan Parties, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. Any Participant shall agree in writing to comply with all confidentiality obligations set forth in Section 10.07 as if such Participant was a Lender hereunder. 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that, such agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Loan Parties agree that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.06(b). To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender. 

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under
Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Lead
Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Lead Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Loan Parties, to comply with Section 3.01(e) as though it were a Lender. 

  
 172 







 (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, that, no such
pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(g) Electronic Execution of Assignments. The words “execution,” “signed,”
“signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or
enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

(h) Resignation as L/C Issuer or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at
any time Wells Fargo assigns all of its Commitment and Loans pursuant to subsection (b) above, Wells Fargo may, (i) upon thirty (30) days’ notice to the Lead Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon
thirty (30) days’ notice to the Lead Borrower, Wells Fargo may resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Lead Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer or Swing Line Lender hereunder; provided, that, no failure by the Lead Borrower to appoint any such successor shall affect the resignation of Wells Fargo as L/C Issuer or Swing Line Lender, as the case may be. If
Wells Fargo resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C
Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans pursuant to Section 2.03(c)). If Wells Fargo resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender
provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line
Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements
reasonably satisfactory to Wells Fargo to effectively assume the obligations of Wells Fargo with respect to such Letters of Credit. 

10.07. Treatment of Certain Information; Confidentiality. Each of the Secured Parties agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, funding sources, attorneys, advisors and
representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any
regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena
or similar legal process, (d) to any other party hereto, (e) in connection 

  
 173 







 
with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Loan Party and its obligations, (g) with the consent of the Lead Borrower or
(h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to any Secured Party or any of their respective Affiliates on a non-confidential basis from
a source other than the Loan Parties. 
 For purposes of this Section, “Information” means all information received from the
Loan Parties or any Subsidiary thereof relating to the Loan Parties or any Subsidiary thereof or their respective businesses, other than any such information that is available to any Secured Party on a non-confidential basis prior to disclosure by
the Loan Parties or any Subsidiary thereof, provided, that, in the case of information received from any Loan Party or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as
confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information. 
 Each of the Secured Parties
acknowledges that (a) the Information may include material non-public information concerning the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws. 

10.08. Right of Setoff. If an Event of Default shall have occurred and be continuing or if any Lender shall have been served with a
trustee process or similar attachment relating to property of a Loan Party, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the
Administrative Agent or the Required Lenders, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrowers or any other Loan Party against any and all of the Obligations now or hereafter existing
under this Agreement or any other Loan Document to such Lender or the L/C Issuer, regardless of the adequacy of the Collateral, and irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any
other Loan Document and although such obligations of the Borrowers or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness; provided, that, in the event that any Deteriorating Lender or Defaulting Lender shall exercise any such right of setoff (x) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the provisions of Section 9.16 and, pending such payment, shall be segregated by such Deteriorating Lender or Defaulting Lender from its other funds and deemed held in trust
for the benefit of the Administrative Agent and the Lenders and (y) such Deteriorating Lender or Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such
Deteriorating Lender or Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other
rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Lead Borrower and the Administrative Agent promptly after any such setoff and application,
provided, that, the failure to give such notice shall not affect the validity of such setoff and application. 

  
 174 







 10.09. Interest Rate Limitation. Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any
Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations
hereunder. 
 10.10. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement. 

10.11. Survival. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Secured Parties, regardless of any investigation made
by any Secured Party or on their behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or Event of Default at the time of any Credit Extension, and shall continue in full force and effect as long as any
Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. Further, the provisions of Sections 3.01, 3.04, 3.05 and 10.04 and Article IX shall
survive and remain in full force and effect regardless of the repayment of the Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. In connection with
the termination of this Agreement and the release and termination of the security interests in the Collateral, the Administrative Agent may require such indemnities and collateral security as they shall reasonably deem necessary or appropriate to
protect the Secured Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, (y) any obligations that may thereafter arise with respect to the Other Liabilities and
(z) any Obligations (other than contingent indemnification obligations for which no claim has been asserted)that may thereafter arise under Section 10.04. 

10.12. Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable,
(a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction. 

  
 175 







 10.13. Replacement of Lenders. If any Lender requests compensation under
Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender or a
Non-Consenting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in, and consents required by, Section 10.06), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may
be another Lender, if a Lender accepts such assignment), provided, that: 
 (a) the Borrowers shall have paid to the
Administrative Agent the assignment fee specified in Section 10.06(b); 
 (b) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee
(to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts); 
 (c) in
the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments
thereafter; and 
 (d) such assignment does not conflict with applicable Laws. 

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrowers to require such assignment and delegation cease to apply. 
 10.14. Governing Law; Jurisdiction;
Etc. 
 (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. BUT EXCLUDING ANY PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF NEW YORK. 

(b) SUBMISSION TO JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND 

  
 176 







 
EACH OF THE LOAN PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE LOAN PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT ANY SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 (c) WAIVER OF VENUE. EACH LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE LOAN PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 
 (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

(e) ACTIONS COMMENCED BY LOAN PARTIES. EACH LOAN PARTY AGREES THAT ANY ACTION COMMENCED BY ANY LOAN PARTY ASSERTING ANY CLAIM OR
COUNTERCLAIM ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT SOLELY IN A COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK AS THE ADMINISTRATIVE AGENT MAY ELECT IN ITS SOLE DISCRETION AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS WITH RESPECT TO ANY SUCH ACTION. 

10.15. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN 

  
 177 







 
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 10.16. No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction contemplated hereby, the Loan Parties each acknowledge and agree that: (i) the credit facility provided for hereunder and any related arranging or other services in
connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Loan Parties, on the one hand, and the Secured Parties,
on the other hand, and each of the Loan Parties is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment,
waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the each Secured Party is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the
Loan Parties or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) none of the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Loan Parties with
respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any of the Secured Parties has
advised or is currently advising any Loan Party or any of its Affiliates on other matters) and none of the Secured Parties has any obligation to any Loan Party or any of its Affiliates with respect to the transactions contemplated hereby except
those obligations expressly set forth herein and in the other Loan Documents; (iv) the Secured Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan
Parties and their respective Affiliates, and none of the Secured Parties has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Secured Parties have not provided and will
not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and each of the Loan Parties has
consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Loan Parties hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against each of the
Secured Parties with respect to any breach or alleged breach of agency or fiduciary duty. 
 10.17. USA PATRIOT Act Notice.
Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and
other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. Each Loan Party is in compliance, in all material respects, with the Patriot Act. No part of the
proceeds of the Loans will be used by the Loan Parties, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an
official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 

10.18. Foreign Asset Control Regulations. Neither of the advance of the Loans nor the use of the proceeds of any thereof will violate
the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended) (the “Trading With the Enemy Act”) or any of the foreign assets control regulations of the 

  
 178 







 
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive order relating
thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism (66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)).
Furthermore, none of the Borrowers or their Affiliates (a) is or will become a “blocked person” as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages
or will engage in any dealings or transactions, or be otherwise associated, with any such “blocked person” or in any manner violative of any such order. 

10.19. Time of the Essence. Time is of the essence of the Loan Documents. 

10.20. Reserved. 

10.21. Press Releases. 

(a) Each Loan Party consents to the publication by Administrative Agent or any Lender of advertising material relating to the financing
transactions contemplated by this Agreement using any Loan Party’s name, product photographs, logo or trademark. Administrative Agent or such Lender shall provide a draft reasonably in advance of any advertising material to the Lead Borrower
for review and comment prior to the publication thereof. Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements. 

10.22. Additional Waivers. 

(a) The Obligations are the joint and several obligation of each Loan Party. To the fullest extent permitted by Applicable Law, the obligations
of each Loan Party shall not be affected by (i) the failure of any Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Loan Party under the provisions of this Agreement, any other Loan
Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in,
or the release of, any of the Collateral or other security held by or on behalf of the Administrative Agent or any other Secured Party. 

(b) The obligations of each Loan Party shall not be subject to any reduction, limitation, impairment or termination for any reason (other than
the indefeasible payment in full of the Obligations after the termination of the Commitments), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Loan Party hereunder
shall not be discharged or impaired or otherwise affected by the failure of any Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other
agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the 

  
 179 







 
performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Loan Party or that would otherwise operate as a
discharge of any Loan Party as a matter of law or equity (other than the indefeasible payment in full of all the Obligations after the termination of the Commitments). 

(c) To the fullest extent permitted by applicable Law, each Loan Party waives any defense based on or arising out of any defense of any other
Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Loan Party, other than the indefeasible payment in full of all the Obligations and the
termination of the Commitments. The Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such
security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Loan Party, or exercise any other right or remedy available to them against any other Loan Party, without affecting or
impairing in any way the liability of any Loan Party hereunder except to the extent that all the Obligations have been indefeasibly paid in full and the Commitments have been terminated. Each Loan Party waives any defense arising out of any such
election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Loan Party against any other Loan Party, as the case may be, or any
security. 
 (d) Each Borrower is obligated to repay the Obligations as joint and several obligors under this Agreement. Upon payment by any
Loan Party of any Obligations, all rights of such Loan Party against any other Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior
in right of payment to the prior indefeasible payment in full of all the Obligations and the termination of the Commitments. In addition, any indebtedness of any Loan Party now or hereafter held by any other Loan Party is hereby subordinated in
right of payment to the prior indefeasible payment in full of the Obligations and no Loan Party will demand, sue for or otherwise attempt to collect any such indebtedness. If any amount shall erroneously be paid to any Loan Party on account of
(i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Loan Party, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the
Administrative Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Borrower shall,
under this Agreement as a joint and several obligor, repay any of the Obligations constituting Revolving Loans made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation
Payment”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction
of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the
“Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower
“insolvent” within the 

  
 180 







 
meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent
Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or
(c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. 

10.23. No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement. 
 10.24. Attachments. The exhibits, schedules and annexes attached to this Agreement
are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of
this Agreement shall prevail. 
 10.25. Québec Interpretation. For all purposes of any assets, liabilities or entities located
in the Province of Québec and for all purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province
of Québec, (a) “personal property” shall include “movable property”, (b) “real property” shall include “immovable property”, (c) “tangible
property” shall include “corporeal property”, (d) “intangible property” shall include “incorporeal property”, (e) “security interest”, “mortgage”
and “lien” shall include a “hypothec”, “prior claim” and a “resolutory clause”, (f) all references to filing, registering or recording under the UCC or PPSA shall include
publication under the Civil Code of Québec, (g) all references to “perfection” of or “perfected” liens or security interest shall include a reference to an “opposable” or “set
up” lien or security interest as against third parties, (h) any “right of offset”, “right of setoff” or similar expression shall include a “right of compensation”,
(i) “goods” shall include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (j) an “agent” shall include a
“mandatary”, (k) “construction liens” shall include “legal hypothecs”, (l) “joint and several” shall include “solidary”, (m) “gross
negligence or willful misconduct” shall be deemed to be “intentional or gross fault”, (n) “beneficial ownership” shall include “ownership on behalf of another as mandatary”,
(o) “easement” shall include “servitude”, (p) “priority” shall include “prior claim”, (q) “survey” shall include “certificate of location and
plan”, and (r) “fee simple title” shall include “absolute ownership”. 
 10.26. English
Language Only. The parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated hereby be drawn up in the English language only and that all other documents
contemplated hereunder or relating hereto, including notices, shall also be drawn up in the English language only. Les parties aux présentes confirment que c’est leur volonté que cette convention et les autres documents de
crédit soient rédigés en langue anglaise seulement et que tous les documents, y compris tous avis, envisagés par cette convention et les autres documents peuvent être rédigés en langue anglaise
seulement. 
 10.27. Lender Action. Notwithstanding anything herein to the contrary, each Lender agrees that it shall not take or
institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party under any of the Loan Documents or any agreement in respect of Bank Products or Cash Management Services (including the exercise of any right
of set-off, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of
any such Loan Party, without the prior written consent of the Administrative Agent. 

  
 181 







 10.28. Intercreditor Agreements. The Loan Parties, the Administrator Agent, and the
Lenders acknowledge that the exercise of certain of the Administrative Agent’s rights and remedies hereunder may be subject to, and restricted by, the provisions of the Term Loan
Intercreditor Agreement and the other Term Loan Intercreditor Agreements. In the event of any conflict between the terms of the applicable Term Loan Intercreditor Agreement and this Agreement, the terms of the
applicable Term Loan Intercreditor AgreementsAgreement shall control. Each Lender acknowledges and agrees that it shall be bound by the terms and
conditions of the Term Loan Intercreditor Agreement and the other Term Loan Intercreditor Agreements. 

10.29. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably
undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under the Facility Guarantee in respect of Swap Obligations (provided, that, each Qualified
ECP Guarantor shall only be liable under this Section 10.28 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.28, or otherwise under the Facility
Guarantee, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until
payment in full of the Obligations. Each Qualified ECP Guarantor intends that this Section 10.28 constitute, and this Section 10.28 shall be deemed to constitute, a “keepwell, support, or other agreement” for the
benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 ARTICLE XI 

ACKNOWLEDGMENT AND RESTATEMENT 

11.01. Existing Obligations. The Loan Parties hereby acknowledge, confirm and agree that, as of the close of business on
March 24, 2016, Leading Borrower and the other Loan Parties are indebted to Administrative Agent and Lenders in respect of Tranche A-1 Loans and Tranche A Revolving Loans under the Existing Credit Agreement in the aggregate principal amount of
$42,700,000, $36,700,000 of which are Tranche A Revolving Loans, and $6,000,000 of which are Tranche A-1 Loans, in each case, together with all interest accrued and accruing thereon (to the extent applicable), and $6,347,934 in respect of
outstanding Letters of Credit and all fees, costs, expenses and other charges relating thereto, all of which are unconditionally owing by Borrower and the other Loan Parties to Administrative Agent and Lenders, without offset, defense or
counterclaim of any kind, nature or description whatsoever. The parties hereto agree that upon the satisfaction of the conditions precedent set forth in Section 4.01 of this Agreement, (a) all Tranche A Revolving Loans shall be deemed
Revolving Loans, (b) all of the Tranche A-1 Loans and Obligations relating thereto shall have been paid in full and all of the Tranche A-1 Commitments are deemed terminated, and (c) all of the Tranche A Revolving Loan Commitments shall be
deemed Commitments. 
 11.02. Acknowledgment of Security Interests. The Loan Parties hereby acknowledge, confirm and agree
that Administrative Agent on behalf of Secured Parties shall continue to have a security interest in and lien upon the assets of the Loan Parties constituting Collateral heretofore granted to Administrative Agent pursuant to the Existing Loan
Documents to secure the Obligations, as well as any Collateral granted under this Agreement or under any of the other Loan Documents or otherwise granted to or held by Administrative Agent or any Lender; provided, that, notwithstanding anything to
the contrary set forth in the Security Agreement (as in effect on the date hereof), each of the Loan Parties 

  
 182 







 
hereby confirms and agrees that (a) notwithstanding the terms of clause (d) of the definition of “Excluded Property” as set forth in the Security Agreement, the
“Collateral” as defined in the Security Agreement does include all Intellectual Property of the Loan Parties, whether registered in the United States, Canada or a jurisdiction other than the United States or Canada, and (b) clause
(j) of the definition of “Excluded Property” as set forth in the Security Agreement, is hereby amended and restated in its entirety to read “Reserved.” and that hereafter any Rabbi Trust in respect of which a Loan Party is
grantor shall constitute Collateral and be subject to the Lien in favor of the Agent to secure the Obligations. The Liens of Administrative Agent in the Collateral shall be deemed to be continuously granted and perfected from the earliest date of
the granting and perfection of such Liens interests to Administrative Agent and Lenders, whether under the Existing Loan Documents, this Agreement or any of the other Loan Documents. 

11.03. Existing Loan Documents. The Loan Parties hereby acknowledge, confirm and agree that: (a) the Existing Loan
Documents have been duly executed and delivered by the Loan Parties and are in full force and effect as of the date hereof and (b) the agreements and obligations of the Loan Parties contained in the Existing Loan Documents constitute the legal,
valid and binding obligations of the Loan Parties enforceable against the Loan Parties in accordance with their respective terms, and the Loan Parties have no valid defense to the enforcement of such obligations and (c) Administrative Agent on
behalf of the Secured Parties is entitled to all of the rights and remedies provided for in favor of Administrative Agent and the other Secured Parties in the Existing Loan Documents, as amended and restated by this Agreement. 

11.04. Restatement. Except as otherwise stated in Section 11.02 and this Section 11.04, as of the date
hereof, the terms, conditions, agreements, covenants, representations and warranties set forth in the Existing Credit Agreement are hereby amended and restated in their entirety, and as so amended and restated, replaced and superseded, by the terms,
conditions, agreements, covenants, representations and warranties set forth in this Agreement and the other Loan Documents. Except as provided below, the amendment and restatement contained herein shall not, in any manner, be construed to constitute
payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the Indebtedness and other obligations and liabilities of any Loan Party evidenced by or arising under the Existing Loan Documents, and the Liens in the
Collateral (as such term is defined herein) of Administrative Agent securing such Indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released, but shall continue in full
force and effect in favor of Administrative Agent for the benefit of the Secured Parties. The principal amount of the Loans outstanding as of the date hereof under the Existing Loan Documents, and after giving effect to any additional Loans made on
the Restatement Effective Date, shall be allocated in accordance with the Applicable Percentages hereunder pursuant to the Commitment allocations made in such manner and in such amounts as Administrative Agent shall determine. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
 183 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the date first above written. 
  

			
	BORROWERS:
	
	DESTINATION MATERNITY CORPORATION


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 
			
	
	CAVE SPRINGS, INC.


 
			
	By:	 	  

	Name:	 	  

	Title:	 	  



 
			
	
	GUARANTORS:
	
	MOTHERS WORK CANADA, INC.


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



 
			
	
	DM URBAN RENEWAL, LLC


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  









 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank, as a Lender and Swing Line Lender
		
	By:	 	  

	Name:	 	  

	
	  

	Its Authorized Signatory