EX-4.7





 Exhibit 4.7 

Execution Version 

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of August 31, 2022
by and among 
 BED BATH AND BEYOND INC., a New York corporation, as the Company; 

The other U.S. BORROWERS party hereto; 

The CANADIAN BORROWERS party hereto (together with the Company and the U.S. Borrowers, collectively, the “Borrowers”); 

The other LOAN PARTIES party hereto; 

The LENDERS party hereto; 

JPMORGAN CHASE BANK, N.A., as Administrative Agent; and 

SIXTH STREET SPECIALTY LENDING, INC., as FILO Agent. 

R E C I T A L S: 

WHEREAS, the Borrowers, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent are party to that certain
Amended and Restated Credit Agreement, dated as of August 9, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing ABL Credit Agreement”; and the Existing
ABL Credit Agreement as amended by this Amendment, the “ABL Credit Agreement”); 
 WHEREAS, the Borrowers have requested,
among other things, that (a) the FILO Term Loan Lenders extend a new tranche of “first-in, last-out” term loans in an aggregate original principal amount of $375,000,000 in connection with this Amendment to be funded on or prior to
September 2, 2022 and (b) the Administrative Agent and the Required Lenders amend certain other provisions of the Existing ABL Credit Agreement; 

WHEREAS, each FILO Term Loan Lender that is a signatory hereto desires to become a party to, and bound by, the terms of the ABL Credit
Agreement and the other Loan Documents as a FILO Term Loan Lender and a Lender thereunder; and 
 WHEREAS, subject to the satisfaction (or
waiver in accordance with the terms hereof) of the conditions set forth herein, (a) the FILO Term Loan Lenders have indicated their willingness to make the FILO Term Loans available and (b) the Administrative Agent and Required Lenders are
willing to so amend the Existing ABL Credit Agreement, in each case, on the terms set forth herein. 
 NOW THEREFORE, in consideration of
the mutual covenants and agreements set forth in the ABL Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

1. Definitions. Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings ascribed to such terms in the
ABL Credit Agreement. 












 2. Amendments to the Existing ABL Credit Agreement. 

(a) Subject to the satisfaction (or waiver in accordance with the terms hereof) of the conditions set forth in Section 4 below, and
in reliance upon the representations and warranties of the Loan Parties set forth in the Loan Documents and in this Amendment, the Borrowers, the other Loan Parties party hereto, the Administrative Agent, and the Lenders party hereto, as applicable,
agree, effective as of the First Amendment Effective Date, that the Existing ABL Credit Agreement is hereby amended as reflected in the pages of the ABL Credit Agreement attached as Annex A hereto to delete the stricken text (indicated
textually in the same manner as the following example: stricken text)) and to add the double-underlined text
(indicated textually in the same manner as the following example: double-underlined text). 
 (b) Schedules to the ABL Credit Agreement. 

 

	 	i.	 The Schedules to the ABL Credit Agreement are hereby amended and restated in the form attached as Annex
B hereto. 


  

	 	ii.	 Schedule 9.23 is hereby added to the ABL Credit Agreement in the form attached as Annex C hereto.



 3. Joinder of FILO Term Loan Lenders and Joinder and Appointment of FILO Agent. 

(c) As of the First Amendment Effective Date, the parties hereto hereby agree and acknowledge that, by executing this Amendment, each FILO Term
Loan Lender party hereto shall become a “Lender” and a “FILO Term Loan Lender” under the ABL Credit Agreement and the other Loan Documents with a FILO Term Loan Commitment as set forth on the Commitment Schedule to the ABL Credit
Agreement. Each FILO Term Loan Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby
and to become a Lender under the ABL Credit Agreement and the other Loan Documents, (ii) it shall (A) be bound by the provisions of the ABL Credit Agreement and the other Loan Documents as a Lender and FILO Term Loan Lender thereunder,
(B) all rights under the ABL Credit Agreement and the other Loan Documents as a Lender or FILO Term Loan Lender, and shall have the obligations of a Lender and a FILO Term Loan Lender thereunder, (iii) it has received a copy of the ABL
Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it
deems appropriate to make its own credit analysis and decision to enter into this Amendment and become a Lender and a FILO Term Loan Lender under the ABL Credit Agreement and the other Loan Documents, and (iv) it has, independently and without
reliance upon the Administrative Agent, the FILO Agent or any existing Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and become a Lender and a
FILO Term Loan Lender under the ABL Credit Agreement and the other Loan Documents; and (b) agrees that (i) it will, independently and without reliance on any of the Administrative Agent, the FILO Agent or any Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations
which by the terms of the Loan Documents are required to be performed by it as a Lender and a FILO Term Loan Lender. 

  
 2 













 (d) As of the First Amendment Effective Date, each FILO Term Loan Lender, on behalf of
itself and any of its Affiliates that are Secured Parties irrevocably appoints Sixth Street Specialty Lending, Inc. and its successors and assigns to serve as the FILO Agent under the Loan Documents and each FILO Term Loan Lender authorizes the FILO
Agent to take such actions as agent on its behalf and to exercise such powers under the ABL Credit Agreement and the other Loan Documents as are delegated to the FILO Agent under such agreements and to exercise such powers as are reasonably
incidental thereto. Without limiting the foregoing, each FILO Term Loan Lender hereby authorizes the FILO Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the FILO Agent is a party, and to
exercise all rights, powers and remedies that the FILO Agent may have under such Loan Documents. 
 4. Conditions to First Amendment Effective
Date. The effectiveness of this Amendment is subject to the satisfaction (or waiver by the Required Lenders and the Required FILO Lenders) of each of the following conditions precedent (the date on which such conditions are satisfied being
referred to herein as the “First Amendment Effective Date”): 
 (a) receipt by the Administrative Agent and the FILO
Agent of this Amendment, duly authorized and executed by the Loan Parties, the Administrative Agent, the FILO Agent and the Lenders party hereto; 

(b) receipt by the Administrative Agent and the FILO Agent of each of the following: (i) the Amended and Restated Security Agreement, duly
authorized and executed by the Grantors (as defined therein) party thereto and the Administrative Agent, (ii) the Amended and Restated Canadian Security Agreement, duly authorized and executed by the Grantors (as defined therein) party thereto
and the Administrative Agent, (iii) the Confirmation Agreement, duly authorized and executed by the Loan Parties party thereto and the Administrative Agent, (iv) the First Amendment Fee Letter, duly authorized and executed by the Company
and the Administrative Agent and (v) each Intellectual Property Security Agreement, in each case, in form and substance reasonably acceptable to the Administrative Agent and suitable for filing in the United States Patent and Trademark Office,
United Stated Copyright Office and/or Canadian Intellectual Property Office (or other applicable office or agency) and duly authorized and executed by such Loan Party and the Administrative Agent; 

(c) receipt by the Administrative Agent and the FILO Agent of (i) a Borrowing Base Certificate dated as of the First Amendment Effective
Date (ii) the Tiger Appraisal and the Hilco Appraisal and (iii) an executed copy of the engagement letter with Berkeley Research Group; 

(d) receipt by the FILO Agent of the FILO Fee Letter, duly authorized and executed by the Company and the FILO Agent; 

(e) receipt by the Administrative Agent and the FILO 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 require evidencing (A) the authority of each Loan Party to enter into this Amendment and the other Loan Documents to which such Loan Party is 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 Amendment and the other Loan Documents to which such Loan Party is a party; 

(f) receipt by the Administrative Agent and the FILO Agent of copies of each Loan Party’s organization documents and such other documents
and certificates as the Administrative Agent or the FILO Agent may reasonably require to evidence 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; 

  
 3 













 (g) receipt by the Administrative Agent and the FILO Agent of a favorable opinion of (i)
Kirkland & Ellis LLP, counsel to the Loan Parties, (ii) Genova Burns LLC, special New Jersey counsel to the Loan Parties, (iii) Waller Lansden Dortch & Davis, LLP, special Tennessee counsel to the Loan Parties,
(iv) Burnet, Duckworth & Palmer LLP, special Alberta counsel to the Loan Parties, (v) Baker & McKenzie LLP, special Ontario counsel to the Loan Parties, and (vi) Farris LLP, special British Columbia counsel to the
Loan Parties, in each case, addressed to the Administrative Agent, the FILO Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent or the FILO Agent may reasonably request; 

(h) receipt by the Administrative Agent and the FILO Agent of results of recent lien searches in each jurisdiction reasonably requested by the
Administrative Agent or the FILO Agent, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 of the ABL Credit Agreement; 

(i) all fees payable pursuant to the First Amendment Fee Letter that are due and payable on or prior to the First Amendment Effective Date
shall have been paid in full by the Borrowers in accordance with the terms thereof; 
 (j) receipt by the Administrative Agent, the FILO
Agent and/or the Lenders, as applicable, of all fees, expenses and other amounts due and payable on or prior to the First Amendment Effective Date pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document, including, to the
extent invoiced no later than one (1) day prior to the First Amendment Effective Date, reimbursement or payment of all reasonable and documented out of pocket expenses (including legal fees and expenses of the Administrative Agent and the FILO
Agent) required to be reimbursed or paid by the Borrowers pursuant to this Amendment, the ABL Credit Agreement or any other Loan Document; provided, however, that any such fees, expenses or other amounts due and payable to the FILO Agent may instead
be paid after the First Amendment Effective Date but on or prior to the First Amendment Funding Date to the extent agreed to by the FILO Agent; 

(k) the accuracy of the representations and warranties contained in Section 6 hereof; 

(l) receipt by the Administrative Agent and the FILO Agent of (i) all documentation and other information regarding the Borrowers
requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, at least five (5) days prior to the First Amendment Effective
Date, to the extent requested in writing of the Borrowers at least five (5) days prior to the First Amendment Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial
Ownership Regulation, at least five (5) days prior to the First Amendment Effective Date, any Lender that has requested, in a written notice to the Borrowers at least five (5) days prior to the First Amendment Effective Date, a Beneficial
Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Amendment, the condition set forth
in this clause (l) shall be deemed to be satisfied); 
 (m) receipt by the Administrative Agent and the FILO Agent of a certificate,
signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date (i) stating that, except as set forth in Section 11 below, no Default has occurred and is continuing and (ii) stating that the
representations and warranties contained in the Loan Documents are true and correct as of the First Amendment Effective Date; 
 (n) receipt
by the Administrative Agent and the FILO Agent of a solvency certificate signed by a Financial Officer of the Company, dated as of the First Amendment Effective Date; and 

  
 4 













 (o) subject to those items explicitly identified in Schedule 5.15 to the ABL Credit
Agreement, each document (including any UCC or PPSA financing statement) required by the Collateral Documents or under law or reasonably requested by the Administrative Agent or the FILO Agent to be filed, registered or recorded in order to create
in favor of the Administrative Agent, for the benefit of itself, the applicable Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, in accordance with this Amendment, the ABL Credit Agreement and the other
Loan Documents, and shall be in proper form for filing, registration or recordation. 
 5. Conditions to First Amendment Funding Date.
The effectiveness of the First Amendment Funding Date is subject to the satisfaction (or waiver by the Required FILO Lenders and, with respect to clause (e) below, the Required Lenders) of each of the following conditions precedent (the date on
which such conditions are satisfied being referred to herein as the “First Amendment Funding Date”): 
 (a) all fees payable
pursuant to the FILO Fee Letter that are due and payable on or prior to the First Amendment Funding Date shall have been or will be paid in full by the Borrowers in accordance with the terms thereof; 

(b) receipt by the FILO Agent of a written Borrowing Request for a FILO Term Loan Borrowing in accordance with Section 2.03 of the ABL
Credit Agreement; 
 (c) the accuracy of the representations and warranties contained in Section 6 hereof; 

(d) receipt by the FILO Agent of a solvency certificate signed by a Financial Officer of the Company, dated as of the First Amendment Funding
Date; and 
 (e) after giving effect to the transactions contemplated by the First Amendment including the transactions contemplated to occur
on the First Amendment Funding Date, the sum of (i) cash and cash equivalents of the Company and its Subsidiaries and (ii) Availability shall not be less than $775,000,000. 

6. Representations and Warranties. To induce the Administrative Agent, the FILO Agent and the Lenders party hereto to enter into this Amendment,
each Loan Party represents and warrants to the Administrative Agent, the FILO Agent and such Lenders that, immediately prior to and immediately after giving effect to this Amendment, and on the First Amendment Funding Date, immediately prior to and
immediately after giving effect to the First Amendment Funding Date: 
 (a) Except as set forth in Section 11 below, no Default
or Event of Default has occurred and is continuing or would immediately result from the consummation of the transactions contemplated by this Amendment; 

(b) all representations and warranties contained in the ABL Credit Agreement and in the other Loan Documents shall be true and correct in all
material respects on and as of the First Amendment Effective Date and the First Amendment Funding Date with the same effect as though such representations and warranties had been made on the First Amendment Effective Date or the First Amendment
Funding Date, as applicable (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (without
duplication of any materiality qualifiers set forth therein) as of such earlier date); 

  
 5 













 (c) each Loan Party has the power and authority, and the legal right, to make, deliver and
perform under this Amendment, the ABL Credit Agreement, and other Loan Documents executed as of the date hereof to which it is a party; and each Loan Party has taken all necessary organizational action to authorize the execution, delivery and
performance of this Amendment, the ABL Credit Agreement and other Loan Documents executed as of the date hereof to which it is a party. This Amendment has been duly executed and delivered on behalf of each Loan Party party hereto. This Amendment,
the ABL Credit Agreement and each other Loan Document executed as of the date hereof constitutes, a legal, valid and binding obligation of each Loan Party party hereto or thereto, enforceable against each such Loan Party in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law); 
 (d) no governmental approval or consent or authorization of, filing with, notice to or other
act by or in respect of, any other Person is required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Amendment, the ABL Credit Agreement or any other Loan Document executed as of the date
hereof, except such governmental approvals, consents, authorizations, filings and notices that have been obtained or made and are in full force and effect; and 

(e) the execution, delivery and performance of this Amendment, the ABL Credit Agreement or any other Loan Document executed as of the date
hereof (i) will not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (ii) will not violate or result in a default under any indenture (including the indenture governing the Senior Notes), or other material
agreement or instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (iii) will
not result in the creation or imposition of, or the requirement to create, any Lien on any asset of any Loan Party or any Subsidiary (including Liens securing the Senior Notes), except Liens created pursuant to the Loan Documents. 

7. Loan Document. This Amendment shall be deemed to be a Loan Document as defined in the ABL Credit Agreement. 

8. Severability. In the event any one or more of the provisions contained in this Amendment or in any other Loan Document should be held invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 9.
References. Any reference to the Existing ABL Credit Agreement contained in any other document, instrument or agreement executed in connection with the Existing ABL Credit Agreement, including, without limitation, any Loan Document, shall
be deemed to be a reference to the ABL Credit Agreement. 
 10. Counterparts. This Amendment may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.06 of the ABL Credit
Agreement. Delivery of an executed signature page to this Amendment by facsimile transmission or other electronic means shall be as effective as delivery of a manually signed counterpart of this Amendment. 

  
 6 













 11. Waiver of Certain Defaults. Certain Defaults and Events of Default may have occurred and
may be continuing under the Credit Agreement in respect of (a) Section 5.15 of the Existing ABL Credit Agreement as a result of the Loan Parties’ failure to deliver to the Administrative Agent Deposit Account Control Agreements or
Securities Account Control Agreements within thirty (30) days of the effective date of the Existing ABL Credit Agreement pursuant to Schedule 5.15 of the Existing ABL Credit Agreement and (b) Section 5.07(c) of the Existing ABL Credit
Agreement as a result of the Loan Parties’ failure to comply with the covenant set forth in Section 5.07(c) of the Credit Agreement (collectively, the “Existing Defaults”). The Administrative Agent and the Required Lenders
hereby agree to waive the Existing Defaults. Except as set forth in this Section 10, nothing contained herein shall be deemed or construed to constitute a waiver of any Default or Event of Default that has occurred or exists under the Existing
ABL Credit Agreement (and as amended by this Amendment) or any of the other Loan Documents, a waiver of any Default or Event of Default that hereafter may occur under the ABL Credit Agreement or any of the other Loan Documents, a waiver of
compliance with any term or condition contained in the ABL Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties hereto and to the ABL Credit Agreement. Except as expressly set forth
herein, the Administrative Agent, the FILO Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents. Except as amended hereby, the Existing ABL Credit Agreement and other Loan Documents remain unmodified and in full
force and effect. 
 12. Reaffirmation. Each Loan Party, as a debtor, grantor, pledgor, guarantor or assignor, or in any similar capacity in
which it has granted Liens or acted as a Guarantor, as the case may be, hereby ratifies, confirms and reaffirms its liabilities, its payment and performance obligations (contingent or otherwise) and its agreements under the ABL Credit Agreement and
the other Loan Documents to the extent such Loan Party is a party thereto, all as amended by this Amendment, and the Liens and security interests granted, created and perfected thereby, and acknowledges that other than as specifically set forth
herein, none of the Administrative Agent, the FILO Agent or any Lender waives, diminishes or limits any term or condition contained in the ABL Credit Agreement or any other Loan Document. This Amendment contains the entire agreement among the
parties hereto contemplated by this Amendment. The Loan Parties confirm and agree that the Existing ABL Credit Agreement and the other Loan Documents and each and every covenant, condition, obligation and provision set forth therein and as amended
hereby are, and shall continue to be, in full force and effect and are hereby confirmed, reaffirmed and ratified in all respects. 
 13.
Successors and Assigns. The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that the Borrowers and the other Loan
Parties may not assign or otherwise transfer any of their respective rights or obligations hereunder. Notwithstanding any notice or consent requirement in the ABL Credit Agreement to the contrary, each of the parties hereto hereby consents to any
assignment by MUFG Union Bank, N.A. of its Commitments and Loans to its Affiliate, MUFG Bank, Ltd., which assignment shall otherwise be documented in accordance with the terms hereof. 

14. Further Assurance. Each of the Loan Parties hereby agrees from time to time, as and when reasonably requested by the Administrative Agent or
Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Administrative Agent or Lenders may reasonably deem necessary
or desirable in order to carry out the intent and purposes of this Amendment, the ABL Credit Agreement and the other Loan Documents in each case in accordance with the ABL Credit Agreement. 

15. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. The terms and provisions of Sections 9.09 and 9.10 of the ABL Credit
Agreement are incorporated herein by reference and shall apply to this Amendment, mutatis mutandis. 

[signature page follows] 

  
 7 













 IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth
above. 
  

			
	BORROWERS:
	
	 BED BATH & BEYOND INC.,

a New York corporation

		
	By:	 	 /s/ Gustavo Arnal

	Name: Gustavo Arnal
	Title: Chief Financial Officer
	
	 BUY BUY BABY, INC.,

a Delaware corporation

	 DECORIST, LLC,

a Delaware limited liability company

	 HARMON STORES, INC.,

a Delaware corporation

		
	By:	 	 /s/ Gustavo Arnal

	Name: Gustavo Arnal
	Title: Chief Financial Officer
	
	BED BATH & BEYOND OF CALIFORNIA
	 LIMITED LIABILITY COMPANY,
 a
Delaware limited liability company

	
	By: Liberty Procurement Co. Inc.
	Its: Sole Member
		
	By:	 	 /s/ Gustavo Arnal

	Name: Gustavo Arnal
	Title: Chief Financial Officer


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 












 
			
	BED BATH & BEYOND CANADA L.P.,
	an Ontario limited partnership
	
	By: BBB Canada Ltd.
	Its: General Partner
		
	By:	 	 /s/ Gustavo Arnal

	Name: Gustavo Arnal
	Title: Chief Financial Officer


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 













			
	OTHER LOAN PARTIES:
	
	 BBB CANADA LP INC.,

a Delaware corporation

	 BBB VALUE SERVICES INC.,

a Tennessee corporation

	 BBBY MANAGEMENT CORPORATION,

a New Jersey corporation

	 BED ‘N BATH STORES INC.,

a New Jersey corporation

	 LIBERTY PROCUREMENT CO. INC.,

a New York corporation

		
	By:	 	 /s/ Gustavo Arnal

	Name: Gustavo Arnal
	Title: Chief Financial Officer
	
	 BBBYCF LLC,

a Delaware limited liability company

	 BBBYTF LLC,

a Delaware limited liability company

	 BWAO LLC,

a Delaware limited liability company

	 CHEF C HOLDINGS LLC,

a Delaware limited liability company

		
	By:	 	Bed Bath & Beyond Inc.
	Their: Sole Member
		
	By:	 	 /s/ Gustavo Arnal

	Name: Gustavo Arnal
	Title: Chief Financial Officer


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 












 
			
	BBB CANADA LTD.,
	a Canadian federal corporation
		
	By:	 	 /s/ Gustavo Arnal

	Name: Gustavo Arnal
	Title: Chief Financial Officer


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 












 
			
	 JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent

		
	By:	 	 /s/ Devin Roccisano

		 	Name: Devin Roccisano
		 	Title: Executive Director


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 












 
			
	 JPMORGAN CHASE BANK, N.A., as a Lender

		
	 By:
	 	 /s/ Devin Roccisano

		 	Name: Devin Roccisano
		 	Title: Executive Director


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 












 
			
	JPMORGAN CHASE BANK, N.A., TORONTO
	BRANCH, individually
		
	By:	 	 /s/ Auggie Marchetti

	Name:	 	Auggie Marchetti
	Title: 	 	Authorized Officer


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 












 
			
	 JPMORGAN CHASE BANK, N.A., TORONTO

BRANCH, as a Lender

		
	By:	 	 /s/ Auggie Marchetti

	Name:	 	Auggie Marchetti
	Title: 	 	Authorized Officer


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 












 
			
	SIXTH STREET SPECIALTY LENDING, INC., as FILO Agent
		
	By:	 	 /s/ Bo Stanley

	Name:	 	Bo Stanley
	Title: 	 	President


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 












 
			
	SIXTH STREET SPECIALTY LENDING, INC., as a FILO Term Loan Lender
		
	By:	 	 /s/ Bo Stanley

	Name:	 	Bo Stanley
	Title: 	 	President
	
	SIXTH STREET LENDING PARTNERS, as a FILO Term Loan Lender
		
	By:	 	 /s/ Bo Stanley

	Name:	 	Bo Stanley
	Title: 	 	Vice President


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 












 
			
	TAO TALENTS, LLC, as a FILO Term Loan Lender
		
	By:	 	 /s/ Joshua Peck

	Name:	 	Joshua Peck
	Title: 	 	Vice President


 [Signature Page to First Amendment to Amended and Restated Credit Agreement] 












 ANNEX A 

ABL Credit Agreement 
 [See
attached] 












 EXECUTION
VERSIONExecution
 Version 
  

 
  

 
 



 
 AMENDED AND RESTATED CREDIT AGREEMENT 

dated as of 
 August 9, 2021

 among 
 BED BATH &
BEYOND INC., 
 as the Company 

The Other U.S. Borrowers Party Hereto 

The Canadian Borrowers Party Hereto 

The Other Loan Parties Party Hereto 

The Lenders Party Hereto 

JPMORGAN CHASE BANK, N.A., 
 as
Administrative Agent, 

SIXTH STREET SPECIALTY
LENDING, INC., as FILO Agent, 
 PNC BANK, NATIONAL ASSOCIATION, 

and 
 WELLS FARGO BANK, NATIONAL
ASSOCIATION 
 as Syndication Agents 

BANK OF MONTREAL, BANK OF AMERICA, N.A., MUFG UNION BANK, N.A., 

TD BANK, N.A., CAPITAL ONE, NATIONAL ASSOCIATION, and TRUIST BANK, 

as Documentation Agents 
  

 
 JPMORGAN CHASE
BANK, N.A., PNC CAPITAL MARKETS LLC, 
 WELLS FARGO BANK, NATIONAL ASSOCIATION, BMO CAPITAL MARKETS, BANK OF 

AMERICA, N.A., MUFG UNION BANK, N.A. and TD BANK, N.A., 

as Joint Bookrunners and Joint Lead Arrangers 
  

 
  

ASSET BASED LENDING 












 TABLE OF CONTENTS 
  

							
	 	 	 	  	Page	 
		
	
ArticleARTICLE
 I Definitions
	  	 	55	 
	 SECTION 1.01.
	 	Defined Terms	  	 	55	 
	 SECTION 1.02.
	 	Classification of Loans and Borrowings	  	 	5368	 
	 SECTION 1.03.
	 	Terms Generally 	  	 	5369	 
	 SECTION 1.04.
	 	Accounting Terms; GAAP	  	 	5470	 
	 SECTION 1.05.
	 	Interest Rates; LIBOR/CDORBenchmark Notifications	  	 	5570	 
	 SECTION 1.06.
	 	Pro Forma Adjustments for Acquisitions and Dispositions 	  	 	5671	 
	 SECTION 1.07.
	 	Status of Obligations 	  	 	5672	 
	 SECTION 1.08.
	 	Amendment and Restatement of Existing Credit Agreement; General Reaffirmations; Amendment to Security Documents	  	 	5672	 
	 Article
	 		  			
	
SECTION 
1.09.
	 	Divisions.	  	 	73	 
	
ARTICLE II The
Credits
	  	 	5773	 
	 SECTION 2.01.
	 	Revolving Commitments; FILO Term
Loan	  	 	5773	 
	 SECTION 2.02.
	 	Loans and Borrowings 	  	 	5774	 
	 SECTION 2.03.
	 	Requests for Revolving Borrowings 	  	 	5875	 
	 SECTION 2.04.
	 	Protective Advances 	  	 	5976	 
	 SECTION 2.05.
	 	Swingline Loans 	  	 	5977	 
	 SECTION 2.06.
	 	Letters of Credit 	  	 	6179	 
	 SECTION 2.07.
	 	Funding of Borrowings 	  	 	6684	 
	 SECTION 2.08.
	 	Interest Elections 	  	 	6684	 
	 SECTION 2.09.
	 	Termination and Reduction of Commitments; Expansion Option 	  	 	6786	 
	 SECTION 2.10.
	 	Repayment of Loans; Evidence of Debt 	  	 	7089	 
	 SECTION 2.11.
	 	Prepayment of Loans 	  	 	7190	 
	 SECTION 2.12.
	 	Fees 	  	 	7294	 
	 SECTION 2.13.
	 	Interest 	  	 	7395	 
	 SECTION 2.14.
	 	Alternate Rate of Interest; Illegality 	  	 	7396	 
	 SECTION 2.15.
	 	Increased Costs 	  	 	76100	 
	 SECTION 2.16.
	 	Break Funding Payments 	  	 	77101	 
	 SECTION 2.17.
	 	Withholding of Taxes; Gross-Up 	  	 	77102	 
	 SECTION 2.18.
	 	Payments Generally; Allocation of Proceeds; Sharing of Setoffs 	  	 	81105	 
	 SECTION 2.19.
	 	Mitigation Obligations; Replacement of Lenders 	  	 	83110	 
	 SECTION 2.20.
	 	Defaulting Lenders 	  	 	84111	 
	 SECTION 2.21.
	 	Returned Payments 	  	 	86113	 
	 SECTION 2.22.
	 	Banking Services and Swap Agreements 	  	 	86113	 
	 SECTION 2.23.
	 	Determination of Dollar Equivalent 	  	 	87113	 
	 SECTION 2.24.
	 	Judgment Currency 	  	 	87113	 
	 SECTION 2.25.
	 	Designation and Removal of Borrowers 	  	 	87114	 
	
ArticleARTICLE
 III Representations and Warranties
	  	 	88114	 
	 SECTION 3.01.
	 	Organization; Powers 	  	 	88114	 
	 SECTION 3.02.
	 	Authorization; Enforceability 	  	 	88115	 
	 SECTION 3.03.
	 	Governmental Approvals; No Conflicts 	  	 	88115	 
	 SECTION 3.04.
	 	Financial Condition; No Material Adverse Change 	  	 	88115	 
	 SECTION 3.05.
	 	Properties 	  	 	89115	 
	 SECTION 3.06.
	 	Litigation and Environmental Matters 	  	 	89116	 
	 SECTION 3.07.
	 	Compliance with Laws and Agreements 	  	 	89116	 


  
 1 














							
	 SECTION 3.08.
	 	Investment Company Status 	  	 	89116	 
	 SECTION 3.09.
	 	Taxes 	  	 	89116	 
	 SECTION 3.10.
	 	ERISA; Labor Matters; Canadian Pension Plans and Canadian Benefits 	  	 	89117	 
	 SECTION 3.11.
	 	Disclosure 	  	 	90118	 
	 SECTION 3.12.
	 	[Reserved] 	  	 	91118	 
	 SECTION 3.13.
	 	Solvency 	  	 	91118	 
	 SECTION 3.14.
	 	Insurance 	  	 	91119	 
	 SECTION 3.15.
	 	Capitalization and Subsidiaries 	  	 	91119	 
	 SECTION 3.16.
	 	Security Interest in Collateral 	  	 	91119	 
	 SECTION 3.17.
	 	Margin Regulations 	  	 	92119	 
	 SECTION 3.18.
	 	Use of Proceeds 	  	 	92119	 
	 SECTION 3.19.
	 	Anti-Corruption Laws and Sanctions 	  	 	92119	 
	 SECTION 3.20.
	 	Anti-Money Laundering Laws 	  	 	92120	 
	 SECTION 3.21.
	 	Affected Financial Institutions 	  	 	92120	 
	 SECTION 3.22.
	 	Plan Assets; Prohibited Transactions 	  	 	92120	 
	
ArticleARTICLE
 IV Conditions 
	  	 	93120	 
	 SECTION 4.01.
	 	Restatement Effective Date 	  	 	93120	 
	 SECTION 4.02.
	 	Each Credit Event 	  	 	95123	 
	
ArticleARTICLE
 V Affirmative Covenants 
	  	 	97125	 
	 SECTION 5.01.
	 	Financial Statements; Borrowing Base Certificate and Other Information 	  	 	97125	 
	 SECTION 5.02.
	 	Notices of Material Events 	  	 	99128	 
	 SECTION 5.03.
	 	Existence; Conduct of Business 	  	 	100129	 
	 SECTION 5.04.
	 	Payment of Obligations 	  	 	100129	 
	 SECTION 5.05.
	 	Maintenance of Properties 	  	 	101129	 
	 SECTION 5.06.
	 	Books and Records; Inspection Rights 	  	 	101130	 
	 SECTION 5.07.
	 	Compliance with Laws and Material Contractual Obligations; Compliance with Leaseholds 	  	 	101130	 
	 SECTION 5.08.
	 	Use of Proceeds 	  	 	102131	 
	 SECTION 5.09.
	 	Insurance 	  	 	102131	 
	 SECTION 5.10.
	 	Casualty and Condemnation 	  	 	102132	 
	 SECTION 5.11.
	 	Appraisals 	  	 	102132	 
	 SECTION 5.12.
	 	[Reserved] 	  	 	103133	 
	 SECTION 5.13.
	 	Canadian Pension Plans and Canadian Benefit Plans 	  	 	103133	 
	 SECTION 5.14.
	 	Additional Loan Parties and Collateral; Further Assurances 	  	 	103134	 
	
ArticleARTICLE
 VI Negative Covenants 
	  	 	104135	 
	 SECTION 6.01.
	 	Indebtedness 	  	 	104135	 
	 SECTION 6.02.
	 	Liens 	  	 	107138	 
	 SECTION 6.03.
	 	Fundamental Changes 	  	 	108140	 
	 SECTION 6.04.
	 	Investments, Loans, Advances, Guarantees and Acquisitions 	  	 	108140	 
	 SECTION 6.05.
	 	Asset Sales 	  	 	110142	 
	 SECTION 6.06.
	 	[Reserved] Limitation on Certain Liens	  	 	111145	 
	 SECTION 6.07.
	 	Swap Agreements 	  	 	111145	 
	 SECTION 6.08.
	 	Restricted Payments; Certain Payments of Indebtedness 	  	 	111145	 
	 SECTION 6.09.
	 	Transactions with Affiliates 	  	 	112147	 
	 SECTION 6.10.
	 	Restrictive Agreements 	  	 	113147	 
	 SECTION 6.11.
	 	Amendment of Material Documents 	  	 	113148	 
	 SECTION 6.12.
	 	Canadian Pension Plans 	  	 	113148	 
	 SECTION 6.13.
	 	Applications Under the CCAA and BIA 	  	 	113148	 
	 SECTION 6.14.
	 	Fixed Charge Coverage Ratio 	  	 	114148	 
	 Article
	 		  			


  
 2 














							
	 SECTION
6.15.
	 	FILO Deficiency Reserve	  	 	148	 
	 SECTION
6.16.
	 	Specified Collateral Account	  	 	149	 
	
ARTICLE VII Events
of Default 
	  	 	114149	 
	 Article
	 		  			
	 SECTION
7.01.
	 	Events of Default	  	 	149	 
	
ARTICLE VIII The
Administrative Agent and FILO Agent
	  	 	116152	 
	 SECTION 8.01.
	 	Authorization and Action 	  	 	116152	 
	 SECTION 8.02.
	 	Administrative Agent’s Reliance, Indemnification, Etc. 	  	 	119155	 
	 SECTION 8.03.
	 	Posting of Communications 	  	 	121156	 
	 SECTION 8.04.
	 	The Administrative Agent Individually	  	 	122157	 
	 SECTION 8.05.
	 	Successor Administrative Agent 	  	 	122158	 
	 SECTION 8.06.
	 	Acknowledgements of Lenders and Issuing Bank 	  	 	123159	 
	 SECTION 8.07.
	 	Collateral Matters; Agents for Perfection 	  	 	124160	 
	 SECTION 8.08.
	 	Credit Bidding 	  	 	125161	 
	 SECTION 8.09.
	 	Intercreditor Agreements 	  	 	126162	 
	 SECTION 8.10.
	 	Certain ERISA Matters 	  	 	126163	 
	
ArticleARTICLE
 IX Miscellaneous 
	  	 	128164	 
	 SECTION 9.01.
	 	Notices 	  	 	128164	 
	 SECTION 9.02.
	 	Waivers; Amendments 	  	 	129168	 
	 SECTION 9.03.
	 	Expenses; Limitation of Liability; Indemnity; Damage Waiver 	  	 	132170	 
	 SECTION 9.04.
	 	Successors and Assigns 	  	 	134173	 
	 SECTION 9.05.
	 	Survival 	  	 	137177	 
	 SECTION 9.06.
	 	Counterparts; Integration; Effectiveness; Electronic Execution 	  	 	138177	 
	 SECTION 9.07.
	 	Severability 	  	 	139178	 
	 SECTION 9.08.
	 	Right of Setoff 	  	 	139178	 
	 SECTION 9.09.
	 	Governing Law; Jurisdiction; Consent to Service of Process 	  	 	139179	 
	 SECTION 9.10.
	 	WAIVER OF JURY TRIAL 	  	 	140180	 
	 SECTION 9.11.
	 	Headings 	  	 	141180	 
	 SECTION 9.12.
	 	Confidentiality 	  	 	141180	 
	 SECTION 9.13.
	 	Several Obligations; Nonreliance; Violation of Law 	  	 	142181	 
	 SECTION 9.14.
	 	USA PATRIOT Act 	  	 	142181	 
	 SECTION 9.15.
	 	Disclosure 	  	 	142181	 
	 SECTION 9.16.
	 	Appointment for Perfection 	  	 	142181	 
	 SECTION 9.17.
	 	Interest Rate Limitation 	  	 	142182	 
	 SECTION 9.18.
	 	Marketing Consent 	  	 	143182	 
	 SECTION 9.19.
	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions 	  	 	143183	 
	 SECTION 9.20.
	 	No Fiduciary Duty, etc.	  	 	144183	 
	 SECTION 9.21.
	 	Acknowledgement Regarding Any Supported QFCs 	  	 	144184	 
	 SECTION 9.22.
	 	Canadian Anti-Money Laundering Legislation 	  	 	145184	 
	 Article
	 		  			
	 SECTION
9.23.
	 	Agreement Among Lenders.	  	 	185	 
	
ARTICLE X Loan
Guaranty 
	  	 	146185	 
	 SECTION 10.01.
	 	Guaranty 	  	 	146185	 
	 SECTION 10.02.
	 	Guaranty of Payment 	  	 	146186	 
	 SECTION 10.03.
	 	No Discharge or Diminishment of Loan Guaranty 	  	 	146186	 
	 SECTION 10.04.
	 	Defenses Waived 	  	 	147187	 
	 SECTION 10.05.
	 	Rights of Subrogation 	  	 	147187	 
	 SECTION 10.06.
	 	Reinstatement; Stay of Acceleration 	  	 	147187	 
	 SECTION 10.07.
	 	Information 	  	 	148187	 


  
 3 














							
	 SECTION 10.08.
	 	Common Enterprise 	  	 
	148187	 
	 SECTION 10.09.
	 	Taxes 	  	 	148188	 
	 SECTION 10.10.
	 	Maximum Liability 	  	 	148188	 
	 SECTION 10.11.
	 	Contribution 	  	 	148188	 
	 SECTION 10.12.
	 	Liability Cumulative 	  	 	149189	 
	 SECTION 10.13.
	 	Keepwell 	  	 	149189	 
	 SECTION 10.14.
	 	Releases 	  	 	149189	 
	
ArticleARTICLE
 XI The Borrower Representative 
	  	 	150190	 
	 SECTION 11.01.
	 	Appointment; Nature of Relationship 	  	 	150190	 
	 SECTION 11.02.
	 	Powers 	  	 	150190	 
	 SECTION 11.03.
	 	Employment of Agents 	  	 	150190	 
	 SECTION 11.04.
	 	Notices 	  	 	150190	 
	 SECTION 11.05.
	 	Successor Borrower Representative 	  	 	150190	 
	 SECTION 11.06.
	 	Execution of Loan Documents; Borrowing Base Certificate 	  	 	151191	 
	 SECTION 11.07.
	 	Reporting 	  	 	151191	 

 SCHEDULES: 
  

					
	Commitment Schedule	  		  	
	Schedule 1.01	  	—	  	Certain Defined Terms
	Schedule 3.05	  	—	  	Properties
	Schedule 3.14	  	—	  	Insurance
	Schedule 3.15	  	—	  	Capitalization and Subsidiaries
	Schedule 5.15	  	—	  	Post-Closing Matters
	Schedule 6.01	  	—	  	Existing Indebtedness
	Schedule 6.02	  	—	  	Existing Liens
	Schedule 6.04	  	—	  	Existing Investments
	Schedule 6.10	  	—	  	Existing Restrictions
	Schedule 9.23	  	—	  	Agreement Among Lenders
	
	 EXHIBITS: 

	Exhibit A	  	—	  	Form of Assignment and Assumption
	Exhibit B-1	  	—	  	Form of Increasing Lender Supplement[Reserved]
	Exhibit B-2	  	—	  	Form of Augmenting Lender Supplement[Reserved]
	Exhibit C	  	—	  	Form of Borrowing Base Certificate
	Exhibit D	  	—	  	Form of Compliance Certificate
	Exhibit E	  	—	  	Joinder Agreement
	Exhibit F-1	  	—	  	U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F-2	  	—	  	U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F-3	  	—	  	U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit F-4	  	—	  	U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit G	  	—	  	Form of Borrowing Request
	Exhibit H	  	—	  	Form of Interest Election Request 
	Exhibit I	  	—	  	Form of FILO Note


  
 4 













 AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 9, 2021 (as it may be amended
or modified from time to time, this “Agreement”) among BED BATH
AND &BEYOND INC., as the Company, the other U.S. Borrowers party hereto, the Canadian Borrowers party hereto, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as
Administrative Agent and SIXTH STREET SPECIALTY LENDING, INC., as
FILO Agent. 
 The parties hereto agree as follows: 

ARTICLE I 
 Definitions

 SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“2024 Senior
Notes” means 3.749% Senior
Notes due August 1, 2024. 

“2024 Senior Notes
Maturity Date” means August 1, 2024. 
 “2024 Senior Notes Payables” has the meaning specified therefor in the definition of FILO Maturity Date. 

“2024 Senior Notes
Reserve” means at any time commencing on the date that is 91 days prior to the 2024 Senior Notes Maturity Date, an amount equal to the lesser of (x) $100,000,000 and (y) the 2024 Senior Notes Payables. 
 “ABL Assets” means: 

(a) Accounts and Credit Card Receivables; 

(b) Inventory; 

(c) (x) cash and cash equivalents, (y) Deposit Accounts and all cash, checks, other negotiable instruments, funds and
other evidences of payments held therein or credited thereto and (z) Securities Accounts and all cash, cash equivalents, financial assets and securities held therein or credited thereto and securities entitlements related thereto, in each case, excluding the identifiable proceeds of Specified
Collateral;
 

(d)
 all Intellectual Property; 

(e)
 (d) to the extent evidencing or governing any of the items referred to in the preceding clauses
(a) through
(cd
), all Chattel Paper (including Chattel Paper and Electronic Chattel Paper), Documents, General Intangibles,
Goods (including, without limitation, Equipment), Instruments,
Investment Property, cash or cash equivalents, letters of credit, Letter-of-Credit Rights and Commercial Tort Claims; 

  
 5 














(f)
 (e) to the extent evidencing or governing any of the items referred to in the preceding clauses
(a) through (de), all Supporting Obligations; 
 (g) (f) all books, records and information relating to the foregoing (including without limitation all books, records, information, databases and customer lists, whether tangible or electronic, that contain any
information relating to any of the foregoing); and 

(h)
 (g) all accessions to, substitutions for, and replacements, Proceeds (including insurance proceeds)
and products of the foregoing, together with all collateral security, guarantees and rights and remedies with respect to any of the foregoing Collateral described in the preceding clauses (a) through (f); 
 provided, that in connection with Indebtedness secured by Liens on Non-ABL Assets permitted hereunder, ABL Assets may exclude certain of the foregoing assets solely to the extent
constituting proceeds of Non-ABL Assets (or Deposit Accounts and/or Securities Accounts holding solely the proceeds of any sale or disposition of Non-ABL Assets). Capitalized terms used in
this definition but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the UCC or the PPSA, as applicable. 

“ABR”, when used in reference to (a) a rate of interest, refers to the Alternate Base Rate, and (b) any Loan
or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the Alternate Base
Rate. 

“Acceptable
Appraisals” mean, collectively, an Acceptable Inventory Appraisal and an Acceptable IP Appraisal. 

“Acceptable
Appraiser” means any third-party appraiser acceptable to the Administrative Agent and the FILO Agent, each in its Permitted Discretion, and reasonably acceptable to the Borrower.


“Acceptable
Inventory Appraisal” means, with respect to the Inventory of any Person, an appraisal or updates thereof, in a form and on a basis acceptable to the Administrative Agent and the FILO Agent, each in its Permitted Discretion, prepared by an
Acceptable Appraiser; provided that the Borrower shall have the right to review and comment on any draft appraisal prior to the finalization of such appraisal. The Tiger Appraisal shall be deemed to be an Acceptable Inventory
Appraisal. 

“Acceptable IP
Appraisal” means, with respect to the Intellectual Property of any Person, an appraisal or updates thereof, in a form and on a basis acceptable to the Administrative Agent and the FILO Agent, each in its Permitted Discretion, prepared by an
Acceptable Appraiser; provided that the Borrower shall have the right to review and comment on any draft appraisal prior to the finalization of such appraisal. The Hilco Appraisal shall be deemed to be an Acceptable IP Appraisal. 
 “Account” has the meaning assigned to such term in the UCC or the PPSA, as
applicable. 
 “Account Debtor” means any Person obligated on an Account. 

  
 6 













 “Acquisition” means any transaction, or any series of related transactions,
consummated on or after the Restatement Effective Date, by which any Loan Party (a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger, consolidation, amalgamation or
otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for
the election of directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the happening of a contingency) or a majority of the outstanding Equity Interests of a Person. 

“Adjusted LIBOTerm SOFR Rate” means, with respect to any Eurodollar Borrowing for
purposes of any Interest Period or for any ABR Borrowing, an
interestcalculation, a rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the LIBOTerm SOFR Rate for such Interest Period multiplied by (b) the Statutory Reserve Ratecalculation,
plus (b)(i) with respect to Revolving Loans, 0.10%; and (ii) with respect to FILO Term Loans, 0.15%; provided, that if the Adjusted Term SOFR Rate as so
determined would be less than the Floor, such rate shall be deemed to be equal to the Floor. 

“Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder or,
as applicable, such branches or affiliates of JPMorgan Chase Bank, N.A. as it shall from time to time designate for the purpose of performing its obligations hereunder in such capacities. References to the “Administrative Agent”
shall include any branch or affiliate of JPMorgan Chase Bank, N.A. designated by JPMorgan Chase Bank, N.A. for the purpose of performing its obligations in such capacity. 

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution. 

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the specified Person. 

“Agent” means
the Administrative Agent and the FILO Agent or any one of them as the context requires. 

“Agent Indemnitee” has the meaning assigned to it in Section
9.03(c). 

“Agreement Among
Lenders” has the meaning assigned to it in Section 9.23. 

“Aggregate Credit Exposure” means, at any time, the aggregate Credit Exposure of all the Lenders at such time. 

“Aggregate FILO Term
Loan Exposure” means, at any time, the aggregate FILO Term Loan Exposure of all the Lenders at such time. 

“Aggregate Revolving Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as
increased or reduced from time to time pursuant to the terms and conditions hereof. As of the Restatement Effective Date, the Aggregate Revolving Commitment is $1,000,000,000.
As of the First Amendment Effective Date, the Aggregate Revolving Commitment is $1,130,000,000. 

  
 7 













 “Aggregate Revolving Exposure” means, at any time, the aggregate Revolving
Exposure of all the Lenders at such time. 
 “Agreed Currency” means (i) Dollars or (ii) Canadian Dollars. 

“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such
day, (b) the NYFRB Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted
LIBOTerm SOFR Rate for a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business
Day) plus 1%, provided that, for the purpose
of this definition, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate (or if the LIBO Screen Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time
onas published two (2) U.S. Government Securities Business Days prior to such day plus 1%. Any change in
the Alternate Base
RateABR due to a change in the Prime Rate, the NYFRB Rate
or the
Adjusted LIBO RateTerm
SOFR shall be effective from and including the effective date of such change in the Prime Rate, the NYFRB Rate
or the
Adjusted LIBO RateTerm
SOFR, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant
to Section 2.14 (for the avoidance of doubt, only until the Benchmark Replacement has been determined pursuant to Section 2.14(b)), then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall
be determined without reference to clause (c) above. For the avoidance of doubt, (i) for the Obligations (other than FILO Obligations), if the Alternate Base Rate as determined pursuant to the foregoing
would be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this Agreement and (ii) for the FILO
Obligations, if the Alternate Base Rate as determined pursuant to the foregoing would be less than 2.00%, such rate shall be deemed to be 2.00% for purposes of this Agreement. 

“AML Legislation” has the meaning assigned to it in Section 9.22. 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of its
Subsidiaries from time to time concerning or relating to bribery or corruption. 
 “Applicable Parties” has the meaning
assigned to it in Section 8.03(c). 
 “Applicable Percentage” means, with respect to any Lender, (a) with respect
to Revolving Loans, LC Exposure, Revolving Protective Advances or Swingline
Loans, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment and the denominator of which is the Aggregate Revolving Commitment (provided that, if the Aggregate Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined based upon such
Lender’s share of the Aggregate Revolving Exposure at that time)
and, (b) with respect to Protective Advances or with respect to
the Aggregate Credit Exposure, a percentage based upon its share of the Aggregate Credit Exposure (with the Swingline Exposure of each Lender calculated assuming that all of the Lenders have
funded their participations in all Swingline Loans outstanding at such time) and the unused Aggregate Revolving
Commitments and (c) with respect to FILO Term Loans, such Lender’s share of the Aggregate FILO Term Loan Exposure at
that time; provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such Defaulting Lender’s
Revolving Commitment or FILO Term Loans, as applicable, shall be disregarded in the calculations
under clauses
(a) 
and, (b) or (c) above.


  
 8 













 “Applicable Rate” means the following: 

(a) For any day, with respect to any
Loan other than a FILO Term Loan, the applicable rate per annum set forth below under the caption “Revolver ABR or
Canadian Prime Spread”, or “Revolver
EurodollarTerm SOFR or CDOR Spread”, as the case may
be, based upon the Average Quarterly Availability during the most recently ended
fFiscal
qQuarter of the Company; provided that the
“Applicable Rate” shall be the applicable rates per annum set forth below in Category 13 during the period from the RestatementFirst
Amendment Effective Date to, and including, the last day of the first fiscal quarterFiscal Quarter end of the Company occurring after the Restatement Effective Dateon
or around February 28, 2023: 
  

											
	 Category
	  	 Average Quarterly Availability
	  	Revolver ABR or
Canadian Prime
Spread	 	 	Revolver
EurodollarTerm

SOFR or CDOR
Spread	 
	 1
	  	≥66% of the Aggregate Revolving Commitment	  	 	0.25	% 	 	 	1.25	% 
	 2
	  	< 66% of the Aggregate Revolving Commitment but ≥33% of the Aggregate Revolving Commitment	  	 	0.50	% 	 	 	1.50	% 
	 3
	  	< 33 % of the Aggregate Revolving Commitment	  	 	0.75	% 	 	 	1.75	% 

 For purposes of the foregoing, each change in the Applicable Rate resulting from a change in Average Quarterly
Availability shall be effective during the period commencing on and including the first day of each fFiscal qQuarter of the Company (each such date, a “Quarterly Adjustment Date”;
provided,
 for the avoidance of doubt, from and after the First Amendment Effective Date, the first such Quarterly Adjustment Date shall occur on the first Quarterly Adjustment Date following the Fiscal Quarter end of the Company occurring on or around
February 28, 2023) and ending on the last day of such fFiscal qQuarter, it being understood and agreed that, for purposes of determining the Applicable Rate on applicable Quarterly Adjustment Date, the Average Quarterly Availability during the most recently ended fFiscal
qQuarter of the Company shall be used. Notwithstanding the
foregoing, the Average Quarterly Availability shall be deemed to be in Category 3 if the Borrowers fail to deliver any Borrowing Base Certificate or related information required to be delivered by them pursuant to Section 5.01, during the
period from the expiration of the time for delivery thereof until the next Business Day after each such Borrowing Base Certificate and related information is so delivered. 

(b) For any day, with respect to the commitment fees payable pursuant to Section 2.12(a) hereunder, the applicable rate per annum set
forth below under the caption “Commitment Fee Rate”, based upon the Average Quarterly Usage during the most recently ended fFiscal qQuarter of the Company; provided that the “Applicable Rate” shall be the applicable rates per annum set forth below in Category 1 during the period from the Restatement Effective Date to, and
including, the last day of the first
fFiscal qQuarter end of the Company occurring after the Restatement Effective Date: 

  
 9 














							
	 Category
	  	 Average

Quarterly Usage
	  	Commitment
Fee Rate	 
	 1
	  	≥ 30% of the Aggregate Revolving Commitment	  	 	0.20	% 
	 2
	  	< 30% of the Aggregate Revolving Commitment	  	 	0.25	% 

 For purposes of the foregoing table in this clause (b), the Applicable Rate shall be determined as of
the last day of any
fFiscal
qQuarter of the Company and shall be effective during the
quarterly period commencing on the Quarterly Adjustment Date. 

(c) For any day, with
respect to any FILO Term Loan, (i) for ABR Borrowings, 6.75% and (ii) for Term Benchmark Borrowings, 7.75%. 

“Approved Electronic Platform” has the meaning assigned to it in Section 8.03(a). 

“Approved Fund” has the meaning assigned to such term in Section 9.04. 

“Arranger” means each of JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, Wells Fargo Bank, National Association, BMO
Capital Markets, Bank of America, N.A., MUFG Union Bank, N.A. and TD Bank, N.A., in its capacity as joint bookrunner and joint lead arranger hereunder. 

“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee
(with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent (or, with
respect to any assignment of any FILO Term Loans, the FILO Agent), in the form of Exhibit A or any other form (including electronic records generated by the use of an electronic platform) approved by the Administrative Agent (or, with respect to any assignment of any FILO Term Loans, the FILO Agent). 

“Audit Exception
Period” has the meaning assigned to such term in Section 5.01(a). 

“Availability” means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment and
(ii) the Revolving Borrowing Base minus (b) the
Aggregate Revolving Exposure (which, solely for purposes of determining the Applicable Rate, shall exclude
Revolving Protective Advances), all as determined by the Administrative Agent in its Permitted Discretion. 

“Availability Period” means the period from and including the Restatement Effective Date to but excluding the earlier of the
Maturity Date and the date of termination of the Aggregate Revolving
Commitments. 
 “Available Revolving Commitment” means, at any time, the Aggregate Revolving Commitment
minus the Aggregate Revolving Exposure. 

  
 10 













 “Available Tenor” means, as of any date of determination and with respect
to the then-current Benchmark for any Agreed Currency, as applicable, any tenor for such Benchmark (or component thereof) or payment period for interest calculated with reference to such Benchmark (or component thereof), as applicable, that is or
may be used for determining the length of an Interest Period for any term rate or otherwise, for determining any frequency of making payments of interest calculated pursuant to this Agreement as of such date and not including, for the avoidance of
doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to clause (ge) of Section 2.14. 

“Average Quarterly Availability” means, for
any fFiscal
qQuarter of the Company, an amount equal to the average
daily Availability during such
fFiscal qQuarter, as determined by the Administrative Agent’s system of records; provided, that in order to determine Availability on any day for purposes of this definition, each Borrower’s Revolving Borrowing Base for such day shall be determined by reference to the most recent Borrowing Base Certificate delivered
to the Administrative Agent pursuant to Section 4.01(j) or 5.01, as applicable, as of such day. 
 “Average Quarterly
Usage” means, in determining the Available Revolving Commitment for purposes of computing the commitment fee described in Section 2.12(a) for any
fFiscal qQuarter of the Company, an amount equal to the average daily Aggregate Revolving Exposure during such quarter. 

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect
of any liability of an Affected Financial Institution. 
 “Bail-In Legislation” means (a) with respect to any EEA
Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described
in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to
the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). 

“Bank Act Security” means security provided pursuant to s. 427 of the Bank Act (Canada). 

“Banking Services” means each and any of the following bank services provided to the Company or any of its Subsidiaries by
any Lender or any of its Affiliates: (a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing cards), (b) stored value cards, (c) merchant processing services,
(d) supply chain finance services including, without limitation, trade payable services and supplier accounts receivable purchases (“Supply Chain Finance Services”), (e) treasury management services (including, without
limitation, controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts, cash pooling services, and interstate depository network services) (“Treasury Services”). 

“Banking Services Obligations” means any and all obligations of the Company and its Subsidiaries, whether absolute or
contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection with Banking Services. 

“Banking Services Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted
Discretion for Banking Services then provided or outstanding. 

  
 11 













 “Bankruptcy Code” means Title 11 of the United States Code entitled
“Bankruptcy”, as now and hereafter in effect, or any successor statute. 
 “Bankruptcy Event “ means, with
respect to any Person, when such Person files a petition
or application seeking relief under any applicable insolvency law or when such Person becomes the subject of
a voluntary or involuntary bankruptcy or insolvency proceeding or proposal, or has had a receiver, interim receiver, receiver and manager,
monitor, liquidator, sequestrator, conservator, trustee, administrator,
custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance
of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by
virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the
jurisdiction of courts within the U.S., Canada or any other
applicable jurisdiction or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made
by such Person. 
 “Benchmark” means, initially, with respect to any Loan in any Agreed Currency, the applicable
Relevant Rate for such Loan in such Agreed Currency; provided that if a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-in Election, or
an Other Benchmark Rate Election, as applicable, and itsthe related Benchmark Replacement Date have occurred with respect to the
applicable Relevant Rate or the then-current Benchmark for such Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to
clause (c) or clause
(db) of Section 2.14. 

“Benchmark Replacement” means,
forwith respect to any Available TenorBenchmark Transition
Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date; provided that, in the case of any
Loan denominated in Canadian Dollars or in the case of an Other Benchmark Rate Election,
“Benchmark Replacement” shall mean the alternative set forth in
(32) below: 
 (1) in the case of
(a) 
any Revolving Loan denominated in Dollars, the sum of: (i) Daily
 Simple SOFR and
(aii)
Termthe related Benchmark Replacement Adjustment or (b) any FILO Term
Loans denominated in Dollars, the sum of (i) Daily Simple SOFR and (bii) the greater of (A) 0.15% (15 basis points) and (B) the related Benchmark Replacement
Adjustment,;
or 

(2) in the case of any Loan denominated in Dollars, the sum of
(a) Daily Simple SOFR and (b) the related Benchmark Replacement
Adjustment, 

(3) (2) the sum of: (a) the alternate benchmark rate that has been selected
by the Administrative Agent and the Company as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the
mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for syndicated credit facilities
denominated in the applicable Agreed Currency at such time and (b) the related Benchmark Replacement Adjustment; 

  
 12 














provided that, in the case of clause (1) such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as
selected by the Administrative Agent in its reasonable discretion; provided further that, in the case of clause (3), when such clause is used to determine the Benchmark Replacement in connection with the occurrence of an Other Benchmark Rate Election, the
alternate benchmark rate selected by the Administrative Agent and the Company shall be the term benchmark rate that is used in lieu of a LIBOR-based rate in the relevant other Dollar-denominated syndicated credit facilities; provided further that, notwithstanding anything to the contrary in this
Agreement or in any other Loan Document, upon the occurrence of a Term SOFR Transition Event, and the delivery of a Term SOFR Notice, on the applicable Benchmark Replacement Date the “Benchmark Replacement” shall revert to and shall be
deemed to be the sum of (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, as set forth in clause (1) of this definition (subject to the first proviso above). 

If the Benchmark Replacement as determined pursuant to clause
(1), (2) or (
32) above would be less than the Floor, the Benchmark
Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. 
 “Benchmark
Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark
Replacement: 

(1) for purposes of clauses (1) and (2) of the
definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent: 

(a) , the spread adjustment, or method for calculating or determining such spread
adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that
has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; 

(b) the spread adjustment (which may be a
positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an
index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and 

(2) for purposes of clause (3) of the definition of
“Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been
selected by the Administrative Agent and the Company for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment,
for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date and/or (ii) any evolving or then-prevailing market convention for
determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for syndicated credit facilities denominated in the
applicable Agreed Currency at such time; 

provided
that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent
in its reasonable discretion. 

  
 13 













 “Benchmark Replacement Conforming Changes” means, with respect to any
Benchmark Replacement and/or any Term Benchmark Loan, any technical,
administrative or operational changes (including changes to the definition of “Alternate Base Rate” or “Canadian Prime Rate,” the definition of
“Business Day”, the definition of “U.S. Government Securities Business Day”, the definition of
“Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage
provisions, and other technical, administrative or operational matters) that the Administrative Agent decides in its reasonable discretion may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the
administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the
Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the
administration of this Agreement and the other Loan Documents). 
 “Benchmark Replacement Date” means, with respect
to any Benchmark, the earliest to occur of the following events with respect to such then-current Benchmark: 
 (1) in the case of clause
(1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark
(or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component
thereof); or 

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the
published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such
non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date; 

(3) in the case of a Term SOFR Transition Event, the date
that is thirty (30) days after the date a Term SOFR Notice is provided to the Lenders and the Company pursuant to Section 2.14(d); or

 (4) in the case of an Early Opt-in Election or
an Other Benchmark Rate Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, so long as the Administrative Agent has not
received, by 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Early Opt-in Election or Other Benchmark Rate Election, as applicable, is provided to the Lenders, written notice of objection to such
Early Opt-in Election or Other Benchmark Rate Election, as applicable, from Lenders comprising the Required Lenders. 

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than,
the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have
occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component
used in the calculation thereof). 

  
 14 













 “Benchmark Transition Event” means, with respect to any Benchmark, the
occurrence of one or more of the following events with respect to such then-current Benchmark: 
 (1) a public statement or publication of
information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such
component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component
thereof); 
 (2) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or
the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, the CME Term SOFR
Administrator, the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such
component), in each case, or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), in each case which states that the administrator of such Benchmark (or such component)
has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that
will continue to provide any Available Tenor of such Benchmark (or such component thereof); or 
 (3) a public statement or publication of
information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of
a specified future date will no longer be, representative. 
 For the avoidance of doubt, a “Benchmark Transition Event” will be
deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the
calculation thereof). 
 “Benchmark Unavailability Period” means, with respect to any Benchmark, the period (if any) (x)
beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and
(y) ending at the time that a Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14. 

“Beneficial Ownership Certification” means a certification regarding beneficial ownership or control as required by the
Beneficial Ownership Regulation. 
 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. 

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is
subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code to which Section 4975 of the Code applies, and (c) any Person whose assets include (for purposes of the Plan Asset Regulations or
otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 

  
 15 













 “BHC Act Affiliate” of a party means an “affiliate” (as such term
is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 
 “Borrower” means a U.S. Borrower
or a Canadian Borrower, and “Borrowers” means all such Persons collectively; provided, that solely for purposes of funding
the FILO Term Loan, “Borrower” shall mean a U.S. Borrower, and “Borrowers” means all U.S. Borrowers collectively. 

“BIA” means the Bankruptcy and Insolvency Act (Canada), as amended. 

“Borrower Representative” has the meaning assigned to such term in Section 11.01. 

“Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case
of Eurodollar Loans or CDORTerm
Benchmark Loans, as to which a single Interest Period is in effect, (b) a Swingline Loan
and, (c) a Protective Advance and (d) the
borrowing consisting of the FILO Term Loans made by the FILO Term Loan Lenders as provided in
Section 2.01(b).  

“Borrowing Base” means, the sum of: 
 (i) 90% of the Loan Parties’ Eligible
Credit Card Receivables at such time, plus 

(ii)
90% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied
by the Loan Parties’ Eligible Inventory, valued at the lower of cost or market value, determined on a weighted average cost basis,
minus 

(iii) Reserves;  
 The
Administrative Agent may, in its Permitted Discretion, adjust Reserves in accordance with the definition of Reserves.  

“Borrowing Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the
Borrower Representative, in substantially the form of Exhibit C or another form which is acceptable to the Administrative Agent and
the FILO Agent, each in its sole discretion. 
 “Borrowing Request” means a request by the Borrower
Representative for a Borrowing in accordance with Section 2.03 in substantially the form attached hereto as Exhibit
G. 
 “BRG” means Berkeley Research Group, LLC, and its affiliates.

 “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York
City are authorized or required by law to remain closed; provided that, (a) when used in connection with a Eurodollar Loan, referencing the termAdjusted Term SOFR Rate and
any interest rate settings, fundings, disbursements settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, a “Business Day” shall also
excludebe any such day on which banks are not open for general business in
Londonthat is only a U.S. Government Securities Business
Day, and (b) when used in connection with a Loan (including a Swingline Loan) to a Canadian Borrower (whether or not denominated in Canadian Dollars), the term “Business Day”
shall also exclude any day on which banks are authorized or required by law to remain closed in Toronto. 

  
 16 













 “Canada” means the country of Canada and any province or territory thereof.

 “Canadian Benefit Plan” means any material plan, fund, program, or policy, whether funded or unfunded, insured or
uninsured, providing employee benefits, including such medical, hospital care, dental, sickness, accident, disability, life insurance, retirement or savings benefits, under which any Loan Party or any Subsidiary of any Loan Party has any liability
with respect to any employee or former employee, but excluding any Canadian Pension Plans and excluding any stock option or share purchase plan that is an employee benefit plan that is required to be registered under any applicable Canadian federal
or provincial employee benefit legislation, whether or not registered under any such laws, which is, or has been, maintained or contributed to by, or to which there is or may be an obligation to contribute by, a Loan Party or Subsidiary operating in
Canada in respect of any Person’s employment in Canada with such Loan Party or Subsidiary. 
 “Canadian Blocked
Person” means any Person that is a “politically exposed foreign person” or “terrorist group” whose
property or interests in property are blocked or similar person whose property or interests in property are blocked or subject to blocking pursuant to, or as described in, any Canadian Economic Sanctions and Export Control Laws. 

“Canadian Borrower” means Bed Bath & Beyond Canada L.P., an Ontario limited partnership, and each other Canadian
Subsidiary of the Company that joins this Agreement as a Borrower in accordance with the terms hereof (in each case, unless removed as a Borrower in accordance with the terms hereof), and “Canadian Borrowers” means all of them. 

“Canadian Collateral Documents” means, collectively, the Canadian Security Agreement, each Intellectual Property Security Agreement with respect to Intellectual Property of the Canadian Loan Parties or the U.S. Loan
Parties and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens in favor of the Administrative
Agent to secure the Secured Obligations. 
 “Canadian Defined Benefit Plan” means a Canadian Pension Plan, which
contains a “defined benefit provision,” as defined in subsection 147.1(1) of the ITA. 
 “Canadian Dollars” and
“Cdn$” means dollars in the lawful currency of Canada. 
 “Canadian Economic Sanctions and Export Control
Laws” means any Canadian laws, regulations or orders governing transactions in controlled goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar measures,
including the Special Economic Measures Act (Canada), the United Nations Act, (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code, (Canada) and the Export and Import Permits
Act (Canada), and any related regulations. 
 “Canadian Loan Parties” means, collectively, the Canadian Borrowers, BBB Canada Ltd., a Canadian federal company and any other Canadian Subsidiary
of the Company that becomes a party to this Agreement pursuant to a Joinder Agreement or otherwise and their successors and assigns, in each case unless removed in accordance with the terms hereof, and the term “Canadian Loan Party” shall
mean any one of them or all of them individually, as the context may require. 

  
 17 













 “Canadian MEPP” means any plan that is a multi-employer pension plan as
defined under the applicable pension standards legislation. 
 “Canadian Pension Plan” means any plan, program or
arrangement that is a pension plan that is required to be registered under any applicable Canadian federal or provincial pension legislation, whether or not registered under any such laws, which is, or has been, maintained or contributed to by, or
to which there is or may be an obligation to contribute by, a Loan Party or Subsidiary operating in Canada in respect of any Person’s employment in Canada with such Loan Party or Subsidiary, other than any Canadian MEPP or plans established by
statute, which shall include the Canada Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained by the government of the Province of Quebec. 

“Canadian Prime Rate” means, on any day, the rate determined by the Administrative Agent to be the higher of (i) the
rate equal to the PRIMCAN Index rate that appears on the Bloomberg screen at 10:15 a.m. Toronto time on such day (or, in the event that the PRIMCAN Index is not published by Bloomberg, any other information services that publishes such index from
time to time, as selected by the Administrative Agent in its reasonable discretion) and (ii) the average rate for thirty (30) day Canadian Dollar bankers’ acceptances that appears on the Reuters Screen CDOR Page (or, in the event such
rate does not appear on such page or screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the
Administrative Agent in its reasonable discretion) at 10:15 a.m. Toronto time on such day, plus 1% per annum; provided, that if any the above rates shall be less than 1.00%, such rate shall be deemed to be 1.00% for purposes of this
Agreement. Any change in the Canadian Prime Rate due to a change in the PRIMCAN Index or the CDOR shall be effective from and including the effective date of such change in the PRIMCAN Index or CDOR, respectively. 

“Canadian Revolving Exposure” means, at any time, the Dollar Equivalent of the sum of (a) the aggregate principal amount
of Revolving Loans made to the Canadian Borrowers outstanding at such time, plus (b) the aggregate principal amount of Swingline Loans made to the Canadian Borrowers outstanding at such time, plus (c) the aggregate LC Exposure with respect
to Letters of Credit issued for the account of or at the request of a Canadian Borrower at such time, plus (d) the aggregate principal amount
of Revolving Protective Advances made to the Canadian Borrowers outstanding
at such time. 
 “Canadian Security Agreements” means each of (a) that certain Amended and Restated Canadian Pledge and Security Agreement dated as of June 19August 31,
20202022, among the Canadian Loan Parties and the Administrative Agent, (b) any deed of hypothec entered into by a Canadian Loan Party in favor of the Administrative Agent and (c) as the context requires, any
other pledge or security agreement (including Bank Act Security) after the Restatement Effective Date by any other Canadian Loan Party (as required by this Agreement or any other Loan Document), as the same may be amended, restated, supplemented or
otherwise modified from time to time. 
 “Canadian Sublimit” means $150,000,000. 

“Canadian Subsidiary” means any Subsidiary of the Company that has been formed or is organized under the laws of Canada or
any province or territory thereof. 
 “Capital Expenditures” means, without duplication, any expenditure or commitment to
expend money for any purchase or other acquisition of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP; provided that Capital
Expenditures shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance 

  
 18 













 proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or
(y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent
that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property or equipment or software to the extent financed
with the net proceeds of any sale, transfer, lease or other disposition (including pursuant to a sale and leaseback transaction or by way of merger, consolidation or amalgamation) of any asset of the Company or any Subsidiary, but excluding sales of
Inventory in the ordinary course of business, (iv) expenditures that constitute rental expenses under operating leases of real or personal property, (v) expenditures that are accounted for as capital expenditures by the Company or any
Subsidiary and that actually are paid for by a Person other than the Company or any Subsidiary and for which neither the Company nor any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or
obligation to such Person or any other Person (whether before, during or after such period), (vi) the book value of any asset owned by Company or any Subsidiary prior to or during such period to the extent that such book value is included as a
capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure
necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such
asset was originally acquired, or (vii) expenditures that constitute Permitted Acquisitions. 
 “Capital Lease Obligations
“ of any Person means 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 capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. 

“Cash Dominion Period” means any period (a) during which an Event of Default has occurred and is continuing, or
(b) commencing on any day that Availability has been less than the greater of (i) 12.5% of the Line Cap and (ii) $120,000,000165,000,000 for at least three consecutive Business Days, and in the case of this
clause (b), continuing until Availability has been greater than or equal to the level specified in the immediately preceding clause (b) at all times for twenty consecutive calendar days; provided, however, that a Cash Dominion Period will be
discontinued no more than three times during the term of this Agreement. The termination of a Cash Dominion Period as provided herein shall in no way limit, waive or delay the occurrence of a subsequent Cash Dominion Period in the event that the
conditions set forth in this definition again arise. For the avoidance of doubt, in calculating the “Revolving Borrowing
Base” used in determining the “Line Cap” for purposes of (b)(i) of this definition (but not in calculating the “Revolving Borrowing Base” used in determining the “Line Cap” for purposes of “Availability”
under clause (b) of this definition), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any. Upon the occurrence and during the continuance of any Audit Exception
Period, the percentages set forth in this definition shall each be increased by two and one-half percentage points. 

“CCAA” means the Companies’ Creditors Arrangement Act (Canada), as amended. 

“CDOR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the CDOR Rate. 

  
 19 













 “CDOR Rate” means on any day, for the relevant Interest Period, the Canadian Dollar offered rate which, in turn means on any
day the annual rate of interest
equaldetermined with
reference to the arithmetic average of the discount rate
applicable toquotations of
all institutions listed in respect of the relevant Interest Period for Canadian dDollar Canadian-denominated bankers’ acceptances
for the applicable period that appears
on displayed and identified as such by Refinitiv (the
“ReutersCDOR
 Screen CDOR
PageRate”), as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time (or, in the event such rate does not appear on such page or
screen, on any successor or substitute page or screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time, as selected by the Administrative
Agent in its reasonable discretion), rounded to the nearest 1/100th of 1% (with .005% being rounded up), as of of approximately 10:15 a.m. Toronto local time on the first day of such
Interest Periodday and, if such day is not a Business Day,
then on the immediately preceding Business Day (as adjusted by the
Administrative Agent after 10:15 a.m. Toronto local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest).
If; provided, that, (x) if the CDOR Rate shall be less
than 0.00%, the
CDOR RateFloor, such
rate shall be deemed to be
0.00%equal to the
Floor for purposes of this Agreement and (y) if the CDOR Screen
Rate is not available on any particular day, then the Canadian deposit offered rate for such date shall be the rate
per annum equivalent to the annual discount rate as of approximately 10:15 a.m. Toronto local time on such day at which a Canadian chartered bank listed on Schedule 1 of the Bank Act
(Canada) as selected by the Administrative Agent
is then offering to purchase Canadian Dollar-denominated bankers’ acceptances accepted by it having such specified
term (or a term as closely as possible comparable to such specified term). 

“CDOR Screen
Rate” has the meaning ascribed thereto in the definition of the “CDOR
Rate”. 

“CFC Holdco” means a U.S. Subsidiary all or substantially all of the assets of which consist of equity interests of, and/or,
if applicable, debt owing from, (i) one or more controlled foreign corporations, within the meaning of Section 957 of the Code (excluding any Canadian Subsidiary that is a Borrower or Guarantor under this Agreement) or (ii) one or
more other CFC Holdcos. 
 “Change in Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than 40% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests of the Company; or (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were not (i) a
member of the board of directors of the Company on the Restatement Effective Date, (ii) nominated for election to the board of directors of the Company with the approval of a committee of the board of directors consisting of a majority of the
independent continuing directors or (iii) nominated for election, elected or appointed to the board of directors of the Company with the approval of a majority of the continuing directors who were members of the Company’s board of
directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director). As used in this definition,
“continuing director” means any director described in subclause (i), (ii) or (iii) of clause (b) in the preceding sentence. 

“Change in Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on
which such Lender becomes a party to this Agreement) of any of the following: (a) the adoption of 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, implementation or application 

  
 20 













 thereof by any Governmental Authority; or (c) compliance by any Lender or the Issuing Bank (or, for
purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request, guideline, requirement or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements or directives thereunder or issued in connection therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel
Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the
date enacted, adopted, issued or implemented. 
 “Charges” has the meaning assigned to such term in Section 9.17. 

“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are Revolving Loans, Swingline Loans or, Protective
Advances or
FILO Term Loans. 

“CME Term SOFR
Administrator” means CME Group Benchmark
Administration Limited as administrator of the forward-looking term SOFR (or a successor
administrator). 
 “Code” means the Internal Revenue Code
of 1986, as amended from time to time. 

“Collateral” means any and all assets, tangible or intangible, on which Liens are granted or purported to be granted pursuant to the Collateral Documents as
security for the Obligations. For the avoidance of doubt, on the
RestatementFirst
Amendment Effective Date, Collateral includes assets of the type included in the Revolving Borrowing Base, the FILO Borrowing Base, Intellectual Property, additional assets related
theretoto the
foregoing, and proceeds of the foregoing, all as more specifically described in the Collateral
Documents, but does not include real
property. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Collateral
will not include, and no Loan Document will constitute a grant of a security interest in, any “Property” as defined in the Senior Notes Indenture as in effect on the First Amendment Effective Date, unless a security interest is granted
thereon by any Loan Party in favor of any Person to secure Indebtedness for borrowed money. 

“Collateral Access Agreement” has the meaning assigned to such term in the Security Agreement. 

“Collateral Documents” means, collectively, the U.S. Collateral Documents and the Canadian Collateral Documents. 

“Collection Account” has the meaning assigned to such term in the Security Agreement. 

“Commitment Schedule” means the Schedule attached hereto identified as such. 

“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. 
 “Communications” has the meaning assigned to such term in Section 8.03(c). 

  
 21 













 “Company” means Bed Bath & Beyond Inc., a New York corporation.

 “Compliance Certificate” means a certificate of a Financial Officer of the Borrower Representative in
substantially the form of Exhibit D. 

“Confirmation
Agreement” means that certain Confirmation and Ratification of Ancillary Loan Documents dated as of August 31, 2022, by and among the Loan Parties party thereto and the Administrative Agent. 

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or
that are franchise Taxes or branch profits Taxes. 
 “Consolidated EBITDA” means for any period, with respect to the
Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP, (a) the sum (without duplication and to the extent deducted in calculating Consolidated Net Income) of Consolidated Net Income (or net loss)
plus (i) interest expense (net of interest income), (ii) income tax expense, (iii) depreciation expense, (iv) amortization expense, (v) non-cash charges, expenses or losses, including but not
limited to stock-based compensation, (vi) extraordinary, unusual or non-recurring charges, expenses or losses,
(vii) charges, expenses or losses in respect of (A) store, warehouse, distribution center, corporate office
and support function closings, eliminations and relocations in an amount, when combined with any add-backs pursuant to clause
(F) below, not to exceed $75,000,000, (B) severance costs, (C) fees, costs and expenses resulting from or incurred in connection with any of the foregoing, and
(D) inventory or other non-cash property valuation adjustments resulting from or incurred in connection with any of the foregoing, (E) restructuring or other similar charges in an amount not to exceed $150,000,000, and (F) consulting,
investment banking, valuation, legal and/or other advisory services in an amount, when combined with any add-backs pursuant to clause (A) above, not to exceed $75,000,000, (viii) the amount expected by the Company in good
faith to be realized as a result of business optimization, synergies or cost saving measures (net of amounts actually
realized during such period) in an aggregate amount not to exceed 10% of Consolidated EBITDA prior to giving effect to this clause (viii); provided that (A) actions needed to achieve such business optimization, synergies or cost saving measures shall have been taken or initiated prior to the end of such period, (B) the Company
shall have provided a certificate of a Financial Officer (which may be included in a Compliance Certificate) with a reasonably detailed statement or schedule of such cost savings and certifying that such cost savings are reasonably identifiable,
reasonably attributable to the actions specified and reasonably anticipated to result from such actions, (C) such amounts result from actions taken or actions with respect to which substantial steps have been taken or are expected to be taken
(in the good faith determination of the Company) no later than twelve (12) months after the date of the initiation of such business optimization or cost saving measures, and (D) no amounts shall be added pursuant to this clause
(viii) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA (or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period, and (ix) other charges, expenses or losses related to financing, refinancings, acquisitions and investments, minus (b) to the extent included in calculating Consolidated Net Income, extraordinary, unusual or non-recurring gains. 

For the purposes of calculating Consolidated EBITDA for any period of four consecutive fFiscal
qQuarters (each such period, a “Reference Period”), (i) if at any time during such Reference Period the Company or any Subsidiary shall have made any Material Disposition, the Consolidated
EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to
the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company or any Subsidiary shall have 

  
 22 













 made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving
effect thereto on a pro forma basis as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “Material Acquisition” means any Acquisition that involves the payment of
consideration (including obligations under any purchase price adjustment but excluding earnout or similar payments) by the Company and its Subsidiaries in excess of $50,000,000; and “Material Disposition “ means any Disposition of
property or series of related Dispositions of property that yields gross proceeds (including obligations under any purchase price adjustment but excluding earnout or similar payments) to the Company or any of its Subsidiaries in excess of
$50,000,000. 
 “Consolidated Net Income” means, for any period, the net income or loss of the Company and its Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded any income (or loss) of any Person other than the Company or a Subsidiary, but any such income so excluded may be included in
such period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to the Company or any wholly-owned Subsidiary of the Company. 

“Consolidated Secured Indebtedness” means, with respect to the Company and its Subsidiaries as of any date of determination,
all Consolidated Total Indebtedness of the Company and its Subsidiaries that, as of such date, is secured by Liens on property or assets of the Company and its Subsidiaries. 

“Consolidated Total Assets” means, as of the date of any determination thereof, total assets of the Company and its
Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date. 
 “Consolidated Total
Indebtedness” means, without duplication, with respect to the Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP, (a) the sum of (i) any obligations for borrowed money, (ii) any
obligations evidenced by bonds, debentures, notes or other similar instruments (other than performance, surety and appeals bonds), and (iii) any reimbursement obligations in respect of letters of credit; provided that Consolidated Total
Indebtedness shall not include intercompany obligations. 
 “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. 
 “Controlled Disbursement Account” means any accounts of the Borrowers maintained with the
Administrative Agent as a zero balance, cash management account pursuant to and under any agreement between a Borrower and the Administrative Agent, as modified and amended from time to time, and through which all disbursements of a Borrower, any
other Loan Party and any designated Subsidiary of a Borrower are made and settled on a daily basis with no uninvested balance remaining overnight. 

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an
interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor. 

“Covered Entity” means any of the following: 
  

	 	(i)	 a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
252.82(b); 



  
 23 














	 	(ii)	 a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
47.3(b); or 


  

	 	(iii)	 a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §
382.2(b). 


 “Covered Party” has the meaning assigned to it in Section 9.21. 

“Credit Card Agreement “ means any agreement between a Loan Party, on the one hand, and a credit card issuer or a credit card
processor (including any credit card processor that processes purchases of Inventory from a Loan Party through debit cards or mall cards), on the other hand, as the same may be amended, restated, supplemented or otherwise modified from time to time
in accordance with this Agreement. 
 “Credit Card Notifications” means each Credit Card Notification, in form and
substance reasonably satisfactory to the Administrative Agent, executed by one or more Loan Parties and delivered by such Loan Parties to credit card issuers or credit card processors that are party to any Credit Card Agreement. 

“Credit Card Receivables” means any Account or Payment Intangible due to any Loan Party in connection with purchases from and
other goods and services provided by such Loan Party on (a) Visa, MasterCard, American Express, Discover, Fiserv, PayPal, Worldpay and any other credit card or debit card issuers or processors that are reasonably acceptable to the
Administrative Agent, and the successors and assigns of the foregoing and (b) such other credit cards (it being understood that such term, for purposes hereof, includes debit cards and private label credit cards or co-branded credit or debit
cards) as the Administrative Agent shall approve from time to time in its Permitted Discretion, it being understood that a private label credit card arrangement with Alliance Data Systems is approved, in each case which have been originated in the
ordinary course of business by such Loan Party and earned by performance by such Loan Party but not yet paid to such Loan Party by the credit card issuer or the credit card processor, as applicable, and which represents the bona fide amount due to a
Loan Party from such credit card processor or credit card issuer; provided that, in any event, “Credit Card Receivables” shall (x) exclude Accounts and Payment Intangibles due in connection with credit cards issued by
Affiliates and (y) be calculated net of fees and chargebacks owed to credit card processors and deposits, holdbacks or escrows held by credit card issuers or processors. 

“Credit Exposure” means, as to any Lender at any time, such Lender’s Revolving Exposure at such time (if any)
plus, the aggregate then unpaid principal of such Lender’s FILO Term Loans at such time (if any). 

“Credit Party” means the Administrative
Agent, the FILO Agent, the Issuing Bank, the Swingline Lender or any other Lender. 

“Customer Credit Liabilities” means, as of any date of determination, the aggregate remaining balance at such time of
(a) outstanding gift certificates and gift cards of the Borrowers entitling the holder thereof to use all or a portion of the gift certificate or gift card to pay all or a portion of the purchase price for any Inventory and (b) outstanding
merchandise credits of the Borrowers, net of any dormancy reserves maintained by the Borrowers on their books and records in the ordinary course of business. 

“Customer Credit Liability Reserves” means, as of any date of determination, an amount equal to 50% (or such lesser
percentage as determined by the Administrative Agent in its Permitted Discretion based on the redemption history of the gift certificates, gift cards and merchandise credits of the Borrowers) of the Customer Credit Liabilities as reflected in the
Borrowers’ books and records. 

  
 24 













 “Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which may include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate
selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the
Administrative Agent, then the Administrative Agent may establish another convention in its reasonable
discretion (a “SOFR Rate Day”), a rate per annum equal to SOFR for the day (such day “SOFR Determination Date”) that is five (5) U.S. Government Securities Business Days
prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately
preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR
Administrator’s Website. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from
and including the effective date of such change in SOFR without notice to the Borrowers. 

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both
would, unless cured or waived, become an Event of Default. 
 “Default Right” has the meaning assigned to that term in, and
shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 “Defaulting
Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or
Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result
of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular Default, if any) has not been satisfied; (b) has notified any Borrower or any Credit Party in writing, or
has made a public statement, to the effect that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good
faith determination that a condition precedent (specifically identified and including the particular Default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend
credit, (c) has failed, within three Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is
financially able to meet such obligations as of the date of certification) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to
be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (i) a Bankruptcy
Event or (ii) a Bail-In Action. 

  
 25 














“Designated Noncash Consideration” means the fair market value of noncash consideration received by the Company or any Subsidiary in connection with a Disposition that is so designated as Designated Noncash Consideration pursuant to a certificate of a Financial Officer of the Company delivered to the Administrative Agent setting forth the basis of such
valuationDischarge of Revolving Obligations” means (a) the payment in full in cash of all Obligations (excluding (w) the FILO Obligations,
(x) contingent indemnity obligations with respect to then unasserted claims, (y) Banking Services Obligations as to which arrangements satisfactory to the applicable provider of Banking Services shall have been made, and (z) Swap
Agreement Obligations as to which arrangements satisfactory to the applicable Swap Bank shall have been made) and including, with respect to amounts available to be drawn under outstanding Letters of Credit (or indemnities or other undertakings
issued pursuant thereto in respect of outstanding Letters of Credit), the cancellation of such Letters of Credit or the delivery or provision of cash collateral or backstop letters of credit in respect thereof in compliance with the terms of
Section 2.06(j) hereof, and (b) the termination of the Aggregate Revolving Commitments. 

“Disposition” or “Dispose” means the sale, transfer, license, lease, abandonment or other disposition (in one transaction or in a series of
transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), 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. 

“Dividing Person” has the meaning assigned to it in the definition of “Division.” 

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing
Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive. 

“Division Successor” means any Person that, upon the consummation of a Division of a Dividing Person, holds all or any
portion of the assets, liabilities and/or obligations previously held by such Dividing Person immediately prior to the consummation of such Division. A Dividing Person which retains any of its assets, liabilities and/or obligations after a Division
shall be deemed a Division Successor upon the occurrence of such Division. 
 “Document” has the meaning assigned to such
term in the applicable Security Agreement. 
 “Documentation Agent” means each of Bank of Montreal, Bank of America, N.A.,
MUFG Union Bank, N.A., TD Bank, N.A., Capital One, National Association and Truist Bank, in its capacity as a documentation agent for the credit facility evidenced by this Agreement. 

“Dollar Equivalent” means, for any amount, at the time of determination thereof, (a) if such amount is expressed in
Dollars, such amount, (b) if such amount is expressed in an Agreed Currency, the equivalent of such amount in Dollars determined by using the rate of exchange for the purchase of Dollars with the Agreed Currency last provided (either by
publication or otherwise provided to the Administrative Agent by Reuters on the Business Day (New York City time), immediately preceding the date of determination or if such service ceases to be available or ceases to provide a rate of exchange for
the purchase of Dollars with the Agreed Currency, as provided by such other publicly available information service which provides that rate of exchange at such time in place of Reuters chosen by the Administrative Agent in its sole discretion (or if
such service ceases to be available or ceases to provide such rate of exchange, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion)) and
(c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion. 

  
 26 













 “Dollars” or “$” refers to lawful money of the U.S. 

“Early Opt-in Election” means if the then-current Benchmark is
the LIBO Rate, subject to the consent of the Borrower Representative, the occurrence of: 
  

	 	(1)	 a notification by the Administrative Agent to (or the request by the Borrower
Representative to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed)
a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review), and



  

	 	(2)	 the joint election by the Administrative Agent and the Borrower Representative to
trigger a fallback from LIBO Rate and the provision, as applicable, by the Administrative Agent of written notice of such election to the Borrower Representative and the Lenders.



 “ECP” means an “eligible contract participant” as defined in Section 1(a)(18) of the
Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC. 

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country
which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution
established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Effective Date” means June 19, 2020, which represents the “Effective Date” under and as defined in the
Existing Credit Agreement. 
 “Electronic Signature” means an electronic sound, symbol, or process attached to, or
associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. 

“Electronic System” means any electronic system, including e-mail, e-fax, web portal access for such Borrower and any other
Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or any Issuing Bank and any of its respective Related Parties or any other Person, providing for access to data protected by
passcodes or other security system. 

  
 27 













 “Eligible Credit Card Receivables” means, as of any date of determination,
each Credit Card Receivable that satisfies all the requirements set forth below: 
 (a) such Credit Card Receivable is owned by a Loan Party
and such Loan Party has good and marketable title to such Credit Card Receivable; 
 (b) such Credit Card Receivable has not been outstanding
for more than five Business Days; 
 (c) the credit card issuer or the credit card processor of the applicable credit card with respect to
such Credit Card Receivable (i) is not the subject of any Bankruptcy Event, (ii) is not liquidating, dissolving or winding up its affairs, (iii) is not otherwise deemed not creditworthy by the Administrative Agent in its Permitted
Discretion, (iv) has not admitted in writing its inability, or is not generally unable to, pay its debts as they become due, (v) has not become insolvent and (vi) has not ceased operation of its business; 

(d) such Credit Card Receivable is a valid, legally enforceable obligation of the applicable credit card issuer or credit card processor with
respect thereto; 
 (e) such Credit Card Receivable is subject to a first priority perfected Lien in favor of the Administrative Agent
pursuant to the Collateral Documents; 
 (f) such Credit Card Receivable is not subject to any Lien whatsoever, other than (i) a Lien in
favor of the Administrative Agent, (ii) Permitted Encumbrances that do not have priority over the Liens securing the Secured Obligations and (iii) Liens permitted under Section 6.02(j) that do not have priority over the Liens securing
the Secured Obligations; 
 (g) such Credit Card Receivable conforms in all material respects to all representations, warranties or other
provisions in the Loan Documents or in the credit card agreements relating to such Credit Card Receivable; 
 (h) if such Credit Card
Receivable has been disputed by the applicable credit card or debit card issuer or processor or is not being processed due to unpaid and/or accrued credit card processor fee balances, or if a claim, counterclaim, offset or chargeback has been
asserted by the applicable credit card issuer or credit card processor, the face amount thereof for purposes of determining the
Revolving Borrowing Base or the FILO Borrowing Base has been
reduced by the amount of such unpaid and/or accrued credit card processor fees or such claim, counterclaim, offset or chargeback; 

(i) subject to the grace period provided in Section 5.15, such Credit Card Receivable is subject to a Credit Card Notification; 

(j) such Credit Card Receivable is not evidenced by “chattel paper” or an “instrument” (each as defined in the UCC or the
PPSA, as applicable) of any kind unless such chattel paper or instrument is in the possession or control of the Administrative Agent, and to the extent necessary or appropriate, endorsed to the Administrative Agent; and 

(k) such Credit Card Receivable is not due from a credit card processor or issuer which is a Sanctioned Person. 

  
 28 













 provided, however, the Administrative Agent may, in its Permitted Discretion and upon not less
than three Business Days’ prior written notice to the Company, deem any Credit Card Receivable ineligible, or impose additional eligibility criteria, based on the results of a field examination conducted (i) at the Company’s election
pursuant to the last paragraph of this definition or (ii) in accordance with Section 5.06; provided that no such notice shall be required (x) if an Event of Default has occurred or is continuing, or (y) for changes to
eligibility criteria or establishment of additional eligibility criteria if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such eligibility criteria not changed or established
prior to the three (3) Business Day period. During any such applicable three (3) Business Day period, Borrowings shall not be permitted if, after giving pro forma effect to the imposition of such change or new eligibility criteria,
Availability would be less than zero. 
 In determining the amount of an Eligible Credit Card Receivable, the face amount thereof may, in the Administrative
Agent’s Permitted Discretion, be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all customary fees and expenses in connection with the credit card arrangements applicable thereto and
(ii) the aggregate amount of all cash received in respect thereof but not yet applied by the applicable Loan Party to reduce the amount of such Eligible Credit Card Receivable. 

Notwithstanding anything to the contrary contained herein, no Credit Card Receivable acquired by any Loan Party after the Effective Date outside the ordinary
course of business, or acquired or originated by any Person that becomes a Loan Party after the Effective Date, shall be included in determining Eligible Credit Card Receivables until a field examination with respect thereto has been completed to
the satisfaction of the Administrative Agent in its Permitted Discretion (it being understood and agreed that additional field examinations conducted at the Company’s election pursuant to this paragraph shall not count against the number of
field examinations permitted pursuant to Section 5.06). 

“Eligible Domestic
In-Transit Inventory” means any Eligible Inventory that satisfies the requirements set forth in clauses (g)(i), (g)(ii), (g)(iv) and (g)(v) in the definition of “Eligible Inventory”, unless otherwise waived by the Administrative Agent
in its Permitted Discretion. 
 “Eligible Foreign In-Transit Inventory” means any Eligible Inventory that satisfies the requirements set forth in clauses
(g)(i), (g)(iii), (g)(iv) and (g)(v) in the definition of “Eligible Inventory”, unless otherwise waived by the FILO Agent in its Permitted Discretion. 

“Eligible Inventory” means, at any time, the Inventory owned by any Loan Party (and in which such Loan Party has good and
marketable title), but excluding any Inventory: 
 (a) which is not subject to a first priority perfected Lien (subject only to (x) tax
liens described in clause (a) of the definition of “Permitted Encumbrances” securing obligations in an aggregate amount not to exceed $1,000,000 and subject to Reserves therefor in the Administrative Agent’s Permitted Discretion
and (y) landlord liens described in clause (b) of the definition of “Permitted Encumbrances” to the extent such Inventory is not ineligible pursuant to clause (h) below) in favor of the Administrative Agent pursuant to the
Collateral Documents securing the Secured Obligations; 
 (b) which is subject to any Lien whatsoever, other than (i) a Lien in favor of
the Administrative Agent, (ii) Permitted Encumbrances that do not have priority over the Liens securing the Secured Obligations pursuant to the terms of the Collateral Documents (subject only to (x) tax liens described in clause
(a) of the definition of “Permitted Encumbrances” securing obligations in an aggregate amount not to exceed $1,000,000 and subject to Reserves therefor in the Administrative Agent’s Permitted Discretion and (y) landlord
liens described in clause (b) of the definition of “Permitted 

  
 29 













 Encumbrances” to the extent such Inventory is not ineligible pursuant to clause (h) below),
(iii) Liens permitted under Section 6.02(j) that do not have priority over the Liens securing the Secured Obligations and (iv) in the case of Inventory at a warehouse or other third party storage facility or in transit with a common
carrier (and such Inventory otherwise in compliance with clause (g) below), any Lien arising under applicable law in respect of which an appropriate Reserve shall have been established by the Administrative Agent in its Permitted Discretion;

 (c) which is slow moving or out of season (in each case to the extent of being unsaleable), obsolete, unmerchantable, defective, used or
unfit for sale; provided that, this clause (c) shall not exclude slow moving Inventory located at a clearance center that has been appropriately priced consistent with the Company’s customary practices, subject to the Administrative
Agent’s ability to establish an appropriate Reserve in its Permitted Discretion; 
 (d) with respect to which any covenant,
representation or warranty contained in this Agreement or in the other Loan Documents has been breached or is not true or which does not conform in all material respects to all standards imposed by any Governmental Authority in the United States or
Canada; 
 (e) in which any Person other than a Loan Party shall (i) have any direct or indirect ownership, interest or title (including
the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure a Loan Party’s performance with respect to that Inventory) or (ii) be indicated on any purchase order or invoice with
respect to such Inventory as having or purporting to have an interest therein; 
 (f) which is not finished goods or which constitutes
work-in-process, raw materials, spare or replacement parts, subassemblies, packaging and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods, goods that are returned or
marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods which are not of a type held for sale in the ordinary course of business; 

(g) which is not located in the United States or Canada or is in transit with a common carrier or from vendors and suppliers; provided
that Inventory in transit may be included as Eligible Inventory in an aggregate amount not to exceed 20% of Eligible Inventory, so long as: 

(i) the Administrative Agent shall have received (1) a true and correct copy of the bill of lading and other shipping
documents for such Inventory and (2) evidence of satisfactory casualty insurance naming the Administrative Agent as lender loss payee and otherwise covering such risks as the
Administrative Agent and the FILO Agent may reasonably request, 

(ii) if the bill of lading is non-negotiable, the Inventory must be in transit within the U.S., and the Administrative Agent
shall have received, if requested, a duly executed Collateral Access Agreement, in form and substance reasonably satisfactory to the Administrative Agent, from the applicable customs broker, freight forwarder or carrier for such Inventory; 

(iii)
(A) if the bill of lading is negotiable, the Inventory must be in transit from outside the U.S., and the Administrative Agent and the FILO Agent shall have received (1) confirmation that the bill is
issued in the name of such Borrower and consigned to the order of the Administrative Agent, and an acceptable agreement has been executed with such Borrower’s customs broker, in which the customs broker agrees that it holds the negotiable bill


  
 30 













 
as agent for the Administrative Agent and has granted the Administrative Agent access to the Inventory, (2) confirmation either (I) that such Borrower has paid for the goods or (II)
that the purchase of such Inventory is fully supported by a commercial Letter of Credit, and (3) an estimate from such Borrower of the customs duties and customs fees associated with the Inventory in order to establish an appropriate Reserve and (B) the bill of lading shall be in a form reasonably acceptable to the FILO Agent; 

(iv) the common carrier is not an Affiliate of the Loan Parties or of the applicable vendor or supplier; and 

(v) the customs broker is not an Affiliate of the Loan Parties or of the applicable vendor or supplier; 

(h) which is located in any real property leased to a Loan Party unless (i) the lessor has executed and delivered to the Administrative
Agent a Collateral Access Agreement or (ii) if elected by the Administrative Agent in its Permitted Discretion, an appropriate Reserve for rent, charges and other amounts due or to become due with respect to such location has been established;

 (i) which is located at any warehouse or other third party storage facility or is otherwise in the possession of a bailee (other than a
third party processor) and (i) is evidenced by a negotiable warehouse receipt or comparable document unless such document has been delivered to the Administrative Agent or (ii) is not evidenced by a document, unless (A) such
warehouseman or other bailee has executed and delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative Agent may require in its Permitted Discretion or (B) if elected by the
Administrative Agent in its Permitted Discretion, an appropriate Reserve with respect to such location has been established; 
 (j) which is
a discontinued product or component thereof; 
 (k) which is the subject of a consignment by a Loan Party as consignor; 

(l) which is perishable; provided that, it is agreed and understood that packaged food items which are within their relevant expiration
dates shall be deemed not to be perishable; 
 (m) which contains or bears any intellectual property rights licensed to a Loan Party unless
the Administrative Agent in its Permitted Discretion is satisfied that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor or
(iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to sale of such Inventory under the current licensing agreement; 

(n) which is not reflected in a current perpetual inventory report of the applicable Loan Party (unless such Inventory is reflected in a report
to the Administrative Agent as “in transit” Inventory); or 
 (o) for which reclamation rights have been asserted by the seller;

 provided, however, the Administrative
Agent (and FILO Agent as it relates to Eligible Foreign In-Transit Inventory), may, in its Permitted Discretion, and
upon not less than three Business Days’ prior written notice to the Company, deem any Inventory ineligible, or impose additional eligibility criteria, based on the results of an appraisal or field examination conducted (i) at the
Company’s election pursuant to the last paragraph of this definition or (ii) in accordance with 

  
 31 













 Section 5.06; provided, however, that no such notice shall be required (x) if an
Event of Default has occurred or is continuing, or (y) for changes to eligibility criteria or establishment of additional eligibility criteria if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse
Effect would occur were such eligibility criteria not changed or established prior to the three (3) Business Day period. During any such applicable three (3) Business Day period, Borrowings shall not be permitted if, after giving pro forma
effect to the imposition of such change or new eligibility criteria, Availability would be less than zero. 
 Notwithstanding the foregoing,
(i) the amount of Inventory shall be adjusted as required to eliminate intercompany profit and (ii) no more than 25% of Eligible Inventory located in Canada may be located in provinces for which the Company’s counsel has not delivered
customary perfection opinions with respect to Collateral located in such provinces. 
 Notwithstanding anything to the contrary
contained herein, no Inventory acquired by any Loan Party after the Effective Date other than in the ordinary course of business, or acquired or created by any Person that becomes a Loan Party after the Effective Date, shall be included in
determining Eligible Inventory until an appraisal and field examinationAcceptable Inventory Appraisal with respect thereto has been completed to(it
 being understood and agreed that additional appraisals and field examinations conducted at the Company’s election pursuant to this paragraph shall not count against the satisfactionnumber
 of the Administrative Agent in its Permitted Discretionfield examinations permitted pursuant to Section 5.06 or the number of appraisals permitted pursuant to Section 5.11). 

“Eligible
Tradenames” means each Trademark of any Loan Party that complies with the following criteria: 
 (a) such Trademark is validly registered with the United States Patent and Trademark Office or the Canadian Intellectual Property Office, as
applicable; 

(b) such Loan Party has
good and valid title to such Trademark and owns such Trademark, free and clear of any Liens other than Liens granted to the Administrative Agent and Permitted Encumbrances that do not have priority over the Liens securing the Secured Obligations
pursuant to the terms of the Collateral Documents; 

(c) (i) each applicable
Loan Party is in compliance with the covenants set forth in this Agreement and the other Loan Documents relating to such Trademark, (ii) each representation and warranty contained in this Agreement and in the other Loan Documents with respect
to such Trademark is true and correct and (iii) such Trademark conforms in all material respects to all standards imposed by any Governmental Authority in the United States or Canada; 

(d) with respect to the
Trademarks which were not included in the most-recent appraisal received by the FILO Agent under this Agreement or over which the FILO Agent has not completed its legal and business due diligence in its Permitted Discretion, the FILO Agent
(i) shall have received an Acceptable IP Appraisal and (ii) shall have completed its legal and business due diligence with the results of such due diligence satisfactory to the FILO Agent in its Permitted Discretion; provided, however,
that any such appraisals or legal or business diligence shall be at the expense of the Borrowers and shall not be subject to (and shall not be included in) the limitations set forth in Section 5.11 on the number of appraisals for which the FILO
Agent is entitled to be reimbursed in any period; 

  
 32 














(e) the FILO Agent shall
have received (i) the HILCO Appraisal or (ii) a recent Acceptable IP Appraisal in accordance with Section 5.11, in each case, with respect to such Trademarks; and 

(f) the FILO Agent shall
have received evidence reasonably satisfactory to the FILO Agent that (i) all actions have been taken that the FILO Agent may reasonably deem necessary or appropriate in order to create valid, perfected and enforceable first-priority Liens in
favor of the Administrative Agent on such Trademark, and (ii) all filings reasonably requested by the FILO Agent have been filed with the United States Patent and Trademark Office or the Canadian Intellectual Property Office, as applicable, to
further evidence the Administrative Agent’s Lien on such Trademark; 

provided, however, the FILO Agent may, in
its Permitted Discretion, and upon not less than three Business Days’ prior written notice to the Company, deem any Trademark ineligible, or impose additional eligibility criteria, based on the results of an appraisal conducted (i) at the
Company’s election pursuant to the last paragraph of this definition or (ii) in accordance with Section 5.06; provided, however, that no such notice shall be required (x) if an Event of Default has occurred or is continuing, or
(y) for changes to eligibility criteria or establishment of additional eligibility criteria if a Material Adverse Effect has occurred or it would be reasonably likely that a Material Adverse Effect would occur were such eligibility criteria not
changed or established prior to the three (3) Business Day period. During any such applicable three (3) Business Day period, Borrowings shall not be permitted if, after giving pro forma effect to the imposition of such change or new
eligibility criteria, the Administrative Agent would be required to establish or increase any FILO Deficiency Reserve. 
 Notwithstanding anything to the contrary contained herein, no Trademark acquired by any Loan Party after the First Amendment Effective
Date other than in the ordinary course of business, or acquired or created by any Person that becomes a Loan Party after the First Amendment Effective Date, shall be included in determining Eligible Tradenames until an Acceptable IP Appraisal with
respect thereto has been completed (it being understood and agreed that additional appraisals and field
examinations conducted at the Company’s election pursuant to this paragraph shall not count against the number of
field examinations permitted pursuant to Section 5.06 or the number of appraisals permitted pursuant to Section 5.11). 

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions or
binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (a) the environment, (b) preservation or reclamation of natural resources, (c) the management, Release or threatened Release
of any Hazardous Material or (d) health and safety matters (as it relates to exposure to any Hazardous Material). 

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of any Borrower or Subsidiary directly or indirectly resulting from or based upon (a) any violation of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) any 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 formalized consensual arrangement to the extent pursuant to which liability is assumed or imposed with respect to
any of the foregoing. 

  
 33 













 “Equity Interests” means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any of the foregoing,
but excluding any debt securities convertible into any of the foregoing. 
 “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

 “ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with a Borrower, is
treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(14) of ERISA or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code. 
 “ERISA Event” means (a) any “reportable event”, as defined in
Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the “minimum funding standard” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) a determination that any Plan is, or is
expected to be, in “at risk” status (as defined in Section 430 of the Internal Revenue Code or Section 303 of ERISA); (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA
of an application for a waiver of the minimum funding standard with respect to any Plan; (de) the incurrence byan event that gives rise to direct or contingent liability on any Borrower or any
ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (
ef) the receipt by any Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan;
(fg
) the incurrence
by any Borrower or any ERISA Affiliate of any liability with
respect to the withdrawal or partial withdrawal (within the meaning of
Sections 4203 and 4205 of ERISA) of any Borrower or any ERISA Affiliate from any Multiemployer Plan, or the
receipt by any Borrower or any ERISA Affiliate of notice from any Multiemployer
Plan that it intends to terminate or has terminated under
Section 4041A or 4042 of ERISA; or
(g(h) the receipt by any Borrower or any ERISA Affiliate of
any notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition upon any Borrower or any ERISA Affiliate of Withdrawal Liability or a determination that a Multiemployer Plan is,
or is expected to be, insolvent or
in “critical” or “endangered”
status, within the meaning
of under Section 432 of the Internal Revenue Code or Section 305 of ERISA; (i) the occurrence of an act or omission which would reasonably be expected to give rise to the imposition on
any Borrower of fines, penalties, taxes or related charges under any of Sections 4971 through 5000A of the Internal Revenue Code or under Title IVI of ERISA
in respect of any Benefit Plan; (j) receipt from the Internal Revenue Service of notice that any employee benefit
plan (as defined in Section 3(3) of ERISA) that is sponsored by any Borrower or Subsidiary of the Borrower and is intended to be qualified under Section 401(a) of the Internal Revenue Code does not satisfy the requirements for
qualification; or (k) the occurrence of any Foreign Plan Event. 

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor Person), as in effect from time to time. 

“
Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate. 
 “Event of Default” has the meaning assigned to such term in Article VII.


  
 34 













 “Excluded Swap Obligation” means, with respect to any Loan Guarantor, any
Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Guarantor of, or the grant by such Loan 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 Loan Guarantor’s failure for any reason to constitute
an ECP at the time the Guarantee of such Loan Guarantor or the grant of such security interest becomes or would become 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 any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case
of a Lender, U.S. Federal and Canadian federal and provincial withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or, Revolving Commitment or FILO Term Loan Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit
or, Revolving Commitment or FILO Term Loan Commitment
(other than pursuant to an assignment request by the Borrowers under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes
were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit
or, Revolving Commitment or FILO Term Loan Commitment or to
such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f); (d) any Taxes imposed under FATCA; and (e) any Taxes that are required to be
deducted or withheld under the ITA from any payment to or for the account of a Recipient (i) as a consequence of the Recipient not dealing at arm’s length (within the meaning of ITA) with the Canadian Borrower, or (ii) being at any
time a “specified non-resident shareholder” (within the meaning of subsection 18(5) of the ITA) of the applicable Loan Party, or at any time, not dealing at arm’s length (within the meaning of the ITA) with a “specified
shareholder” (within the meaning of subsection 18(5) of the ITA) of the applicable Loan Party, except, in the case of (i) or (ii), where the non-arm’s length relationship arises, or where the Recipient is (or is deemed to be) a
specified shareholder of a Loan Party or does not deal at arm’s length with a specified shareholder of a Loan Party, on account of the Recipient having executed, delivered, become a party to, performed its obligations under, received payments
under, received or perfected a security interest under, or enforced this Agreement or any other Loan Document. 
 “Existing
Credit Agreement” means that certain Credit Agreement, dated as of June 19, 2020, among the Company, the other borrowers and guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as
amended, supplemented or otherwise modified prior to the date hereof). 
 “Existing Letters of Credit” shall mean those
Letters of Credit issued or deemed issued under the Existing Credit Agreement that remain outstanding on the Restatement Effective Date. 

“Existing Loan Documents” means any Loan Documents that were executed or delivered prior to the Restatement Effective Date in
connection with the Existing Credit Agreement (in each case, as amended, restated, supplemented or otherwise modified prior to the date hereof). 

  
 35 













 “Extenuating Circumstance” means any period during which the Administrative
Agent has determined in its sole discretion (a) that due to unforeseen and/or nonrecurring circumstances, it is impractical and/or not feasible to submit or receive a Borrowing Request or Interest Election Request by email or fax or through
Electronic System, and (b) to accept a Borrowing Request or Interest Election Request telephonically. 
 “FATCA” means
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official
interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among
Governmental Authorities and implementing such Sections of the Code and any U.S. or non-U.S. fiscal or regulatory legislation, rules, guidance, notes or official practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementations of such Sections of the Code or analogous provisions of non-U.S. law. 
 “FCA” has the
meaning assigned to such term in Section 1.05. 
 “Federal Funds Effective Rate “ means, for any day, the rate
calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and published on the next succeeding Business
Day by the NYFRB as the effective federal funds rate, provided that, if the Federal Funds Effective Rate as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for the purposes of this Agreement. 

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

“FILO Agent”
means Sixth Street Specialty Lending, Inc., in its capacity as FILO agent for itself and the FILO Term Loan Lenders and any duly appointed successor in such capacity. 

“FILO Applicable
Premium” means, with respect to any prepayment of the FILO Term Loans (or deemed prepayment in the case of an acceleration of the FILO Term Loans), a premium equal to (i) the Make-Whole Amount if such prepayment is made on or after the
First Amendment Funding Date but prior to the date that is 18 months following the First Amendment Funding Date, (ii) 2% of the principal amount of such prepayment (or deemed prepayment in the case of an acceleration of the FILO Term Loans) if
such prepayment is made on or after the date that is 18 months following the First Amendment Funding Date but prior to the date that is 30 months following the First Amendment Funding Date and (iii) 1% of the principal amount of such prepayment
(or deemed prepayment in the case of an acceleration of the FILO Term Loans) if such prepayment is made on or after the date that is 30 months following the First Amendment Funding Date but prior to the date that is 36 months following the First
Amendment Funding Date; provided, however, that solely in connection with any prepayment of the FILO Term Loans with the proceeds of a whole or partial Disposition of the Subject Division prior to the date that is 18 months following the First
Amendment Funding Date, the FILO Applicable Premium shall mean the lesser of (A) the applicable FILO Applicable Premium described in this definition (without giving effect to this proviso) and (B) (x) 7% of the principal amount of
such prepayment if such prepayment is made after the First Amendment Funding Date but prior to the date that is 6 months following the First Amendment Funding Date and (b) 5% of the principal amount of such prepayment if such prepayment is made
on or after the date that is 6 months following the First Amendment Funding Date but prior to the date that is 18 months following the First Amendment Funding Date. 

  
 36 














“FILO Borrowing
Base” means, the sum of, without duplication: 

(i) 15% of the Loan
Parties’ Eligible Credit Card Receivables at such time, plus  
 (ii) 15% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent Acceptable Inventory Appraisal, or the most
recent update thereto delivered pursuant to Section 5.01(i), multiplied by the Loan Parties’ Eligible Inventory (disregarding the 20% cap on Inventory in-transit set forth in the proviso in clause (g) of
the definition of Eligible Inventory), valued at the lower of cost or market value, determined on a weighted average cost basis,
plus
 
 (iii)
100% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent Acceptable Inventory Appraisal, or the most recent update thereto delivered pursuant to Section 5.01(i), multiplied
by the Loan Parties’ Eligible Foreign In-Transit Inventory, valued at the lower of cost or market value,
determined on a weighted average cost basis, plus 
 (iv) 15% multiplied by the Net Orderly Liquidation Value percentage identified in the most recent Acceptable Inventory Appraisal, or the most
recent update thereto delivered pursuant to Section 5.01(i), multiplied by the Loan Parties’ Eligible Domestic In-Transit Inventory, valued at the lower of cost or market value, determined on a weighted average
cost basis,
plus
 
 (v)
the lesser of (x) 68% multiplied by the Net Forced Liquidation Value of the Loan Parties’ Eligible Tradenames as identified in, and as of the time of, the most recent
Acceptable IP Appraisal ordered by the FILO Agent, or the most recent update thereto delivered pursuant to Section 5.11(b); provided, that the foregoing percentage of the Net Forced Liquidation Value in this clause (x) shall be reduced by
2.5% on the last day of each Fiscal Quarter beginning with the first Fiscal Quarter ending on or about February 25, 2023, and (y) $115,000,000; provided, that the foregoing amount in this clause (y) shall be reduced by (A) an
amount equal to $4,687,500 on the last day of each Fiscal Quarter beginning with the Fiscal Quarter ending on or about February 25, 2023 and (B) an amount equal to $75,000,000 upon the consummation of any Disposition of the Subject
Division. 

“FILO Deficiency
Reserve” means at any time, the amount, if any, by which the then outstanding principal amount of the FILO Term Loans exceeds the FILO Borrowing Base. 

“FILO Deficiency
Reserve Correction Notice” has the meaning specified in Section 2.11(f). 
 “FILO Fee Letter” means that certain letter agreement dated as of August 31, 2022 by and between the Company and the FILO
Agent. 

“FILO Maturity
Date” means, unless waived by the Required FILO Lenders and the Required Lenders, with respect to the FILO Term Loan Facility, August 31, 2027; provided, however, that such date shall instead be May 1, 2024 unless on such date,
(i) to the extent the 2024 Senior Notes are outstanding in excess of $100,000,000, the Payment Condition shall be satisfied as
 

  
 37 













 
of May 1, 2024, (ii) either (A) the aggregate outstanding
principal amount of the 2024 Senior Notes does not exceed $100,000,000 and the Administrative Agent and the FILO Agent shall have received a certificate from a Responsible Officer of the Borrower Representative that the condition set forth in this
clause (ii)(A) has been satisfied, or (B) if the aggregate outstanding principal amount of the 2024 Senior Notes exceeds $100,000,000 on such date, then (x) the Company shall have escrowed or otherwise maintain on deposit segregated,
unrestricted cash or Permitted Investments for the purpose of repaying or satisfying or discharging the 2024 Senior Notes, and in an amount necessary to repay the principal amount of the 2024 Senior Notes in excess of $100,000,000, any interest
thereon and any other amounts due in connection therewith (collectively, the “2024 Senior Notes Payables”), (y) the Administrative Agent shall have implemented the 2024 Senior Notes Reserve and (z) the Administrative Agent and
the FILO Agent shall have received a certificate from a Responsible Officer of the Borrower Representative that the condition set forth in clause (ii)(B) has been satisfied (including reasonably detailed calculations thereof) and (iii) at all
times from and after May 1, 2024 through the 2024 Senior Notes Maturity Date, the Borrowers shall maintain Availability of at least $350,000,000. 

“FILO Notes”
means any promissory note evidencing the FILO Term Loans, substantially in the form of Exhibit I or such other form approved in advance by the FILO Agent. 

“FILO
Obligations” means all unpaid principal of and accrued and unpaid interest on the FILO Term Loan, all accrued and unpaid fees (including FILO Applicable Premium) and all expenses, reimbursements, indemnities and other obligations and
indebtedness relating to the FILO Term Loan (including all interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding,
obligations and liabilities of any of the Loan Parties to any of the FILO Term Loan Lenders, the FILO Agent, or any indemnified party, individually or collectively, existing on the First Amendment Effective Date or arising thereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan
Documents or in respect of any of the FILO Term Loans made or reimbursement or other obligations incurred or other instruments at any time evidencing any thereof). 

“FILO Protective
Advances” has the meaning assigned to such term in Section 2.04(c).  
 “FILO Term Loan” has the meaning set forth in Section 2.01(b). 

“FILO Term Loan
Commitment” means, as to any Lender, the obligation of such Lender, if any, to make FILO Term Loans in an aggregate principal not to exceed the amount set forth under the heading “FILO Term Loan Commitment” opposite such Lender’s
name on the Commitment Schedule. The original aggregate amount of the FILO Term Loan Commitments is $375,000,000. 
 “FILO Term Loan Exposure” means with respect to any FILO Term Loan Lender, as of any date of determination (a) prior to the
funding of the FILO Term Loan, the amount of such Lender’s FILO Term Loan Commitment, and (b) after the funding of the FILO Term Loan, the outstanding principal amount of the FILO Term Loan held by such Lender. 

 

  
 38 














“FILO Term Loan
Facility” means the FILO Term Loan Commitments and the FILO Term Loans made hereunder. 
 “FILO Term Loan Lender” means a Lender that has a FILO Term Loan Commitment or that holds a portion of the FILO Term
Loan. 

“Financial
Advisor” has the meaning set forth in Section 5.16. 
 “Financial Officer” means the chief financial
officer, principal financial officer, principal accounting officer, treasurer, vice president of finance or controller of any Loan Party. 

“First
Amendment” means that certain First Amendment to Amended and Restated Credit Agreement dated as of August 31, 2022 by and among the Borrowers, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the
FILO Agent. 

“First Amendment
Effective Date” has the meaning set forth in the First Amendment. 
 “First Amendment Fee Letter” means that certain letter agreement dated as of August 31, 2022 by and between the Company and
the Administrative Agent. 

“First Amendment
Funding Date” has the meaning set forth in the First Amendment. 
 “First Amendment Increase Termination Date” means August 30, 2023. 

“First Amendment
Temporary Increase Commitment” means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined
in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) pursuant to which such Lender shall have assumed its First Amendment Temporary Increase Commitment, as applicable; provided, however,
that at any time, the Borrower Representative may reduce the First Amendment Temporary Increase Commitment in its sole discretion. 

“Fiscal
Quarter” means each fiscal quarter of the Company and its Subsidiaries in relation to the Fiscal Year (as defined herein) of the Company and its Subsidiaries. 

“Fiscal Year”
means each fiscal year of the Company and its Subsidiaries comprised of the 52 or 53 week period ending on the Saturday nearest February 28 each year. 

“Fixed Charge Coverage Ratio” means, at any date, the ratio of (a) Consolidated EBITDA minus Unfinanced
Capital Expenditures to (b) Fixed Charges, all calculated for the period of four consecutive fFiscal qQuarters ended on such date (or, if such date is not the last day of a fFiscal qQuarter, ended on the last day of the
fFiscal
qQuarter most recently ended prior to such date). 
 “Fixed Charges” means, for
any period, without duplication, cash interest expense, plus scheduled principal payments on Consolidated Total Indebtedness actually made, plus expenses for income taxes paid in cash, plus Restricted
Payments paid in cash other than pursuant to Section 6.08(a)(i) through (v), plus scheduled cash Capital Lease Obligation
payments (other than with respect to
intercompany Indebtedness), all calculated for the Company
and its Subsidiaries on a consolidated basis in accordance with GAAP. 

  
 39 













 “Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or
otherwise) with respect to the
LIBOAdjusted Term
SOFR Rate or CDOR Rate, as applicable. For the avoidance of doubt,
(i) as of the First Amendment Effective Date, with respect to Revolving Borrowings, the Floor for each of the Adjusted Term SOFR Rate and the CDOR Rate shall be zero percent (0.00%), and (ii) with respect to FILO Term Loan Borrowings, the Floor for
the Adjusted Term SOFR Rate shall be one percent (1.00%). 

“Foreign Lender” means any Lender that is not a U.S. Person, or as applicable, in the case of a Loan or Revolving Commitment to a Canadian Borrower, a Lender that is not resident in
Canada for purposes of the ITA. 

“Foreign Plan”
means any employee benefit plan, program, policy, arrangement or agreement, including any pension or severance plan, arrangement or fund, post-employment or other social benefit scheme, bonus, incentive, profit-sharing, deferred compensation, plan
or arrangement, maintained, sponsored or contributed to, or for which there is an obligation to contribute to, by any Loan Party or any ERISA Affiliate that is subject to any Requirements of Laws other than, or in addition to, the laws of the United
States or any state thereof or the laws of the District of Columbia. 
 “Foreign Plan Event” means, with respect to any Foreign Plan, (a) the existence of unfunded liabilities in excess of the
amount permitted under any Requirements of Law, or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make any required contribution or payment under any Requirements of Law within
the time permitted by any Requirements of Law for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Plan or to appoint a trustee or similar official
to administer any such Foreign Plan, or alleging the insolvency of any such Foreign Plan, (d) the incurrence of any liability by any Loan Party under any law on account of the complete or partial termination of such Foreign Plan or the complete
or partial withdrawal of any participating employer therein, or (e) the occurrence of any transaction with respect to a Foreign Plan that is prohibited under any Requirements of Law and that could reasonably be expected to result in the
incurrence of any liability by any Loan Party, or the imposition on any Loan Party of any fine, excise tax or penalty with respect to a Foreign Plan resulting from any noncompliance with any Requirements of Law. 

“Foreign
Subsidiary” means any existing or future direct or indirect Subsidiary of a Borrower organized under the laws of any jurisdiction other than the United States, any state thereof or the District of Columbia. 

“Funding Account” has the meaning assigned to such term in Section 4.01(h). 

“GAAP” means generally accepted accounting principles in the U.S. 

“Governmental Authority” means the government of the U.S., Canada or any other nation or any political subdivision thereof,
whether provincial, territorial, 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. 

  
 40 













 “Guarantee” of or by any Person (the “guarantor”) means
any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply
funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of
any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. 

“Guaranteed Obligations” has the meaning assigned to such term in Section 10.01. 

“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 due to their hazardous or deleterious properties or characteristics. 

“Hilco
Appraisal” means that certain appraisal prepared by Hilco Enterprise Valuation Services, LLC with respect to the Intellectual Property of the Company, dated as of August 12, 2022 and effective as of May 28, 2022. 
 “IBA” has the meaning assigned to such term in Section 1.05. 

“Impacted Interest Period” has the meaning assigned to such term
in the definition of “LIBO Rate”. 

“Increasing Lender” has the meaning assigned to such term in
Section 2.09(b). 
 “Incremental FILO Amendment” has the meaning assigned to such term in Section 2.09(b). 

“Incremental FILO Lender” means, as of any date of
determination, any Augmenting Lender or Increasing Lender that makes (or commits to make) Incremental FILO Loans, together with its permitted successors and assigns hereunder. 

“Incremental FILO Loan” has the meaning assigned to such term in
Section 2.09(b). 
 “Incremental FILO Push-Down Reserve “ means, as of any date of determination, an amount equal to the excess (if any) of (1) the aggregate outstanding principal amount of the Incremental FILO Loans
at such time over (2) the “FILO Borrowing Base” (to be defined in an Incremental FILO Amendment in agreement with, and subject to customary terms and conditions reasonably acceptable to, the Incremental FILO Lenders, the
Administrative Agent and the Borrowers). 

  
 41 













 “Indebtedness” of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) [reserved]all
 net payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding Swap Agreements;, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accruals and trade accounts
payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (limited to the lesser of the amount of such Indebtedness and the value of such property), (g) all Guarantees by such Person of Indebtedness of others,
(h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, and (j) all obligations, contingent or
otherwise, of such Person in respect of bankers’ acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is
liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. 

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on
account of any obligation of, any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause (a) hereof, Other Taxes. 

“Indemnitee” has the meaning assigned to such term in Section 9.03(b). 

“Ineligible Institution” has the meaning assigned to such term in Section 9.04(b). 

“Information” has the meaning assigned to such term in Section
9.12. 

“Initial
Post-Closing Appraisal” has the meaning assigned to such term in Section 5.11. 
 “Intellectual Property” means all “Intellectual Property” as such term is defined in each of the U.S. Security Agreement
and the Canadian Security Agreement, respectively. 

“Intellectual
Property Security Agreement” means (a) with respect to any U.S. Intellectual Property of the Loan Parties, each confirmatory grant of security interest in intellectual property executed and delivered by any applicable Loan Party in favor
of the Administrative Agent for filing with the United States Patent and Trademark Office, United States Copyright Office or the Canadian Intellectual Property Office (or other similar office or agency), as applicable, and (b) with respect to
any Canadian Intellectual Property of the Loan Parties, each confirmatory grant of security interest in intellectual property executed and delivered by any applicable Loan Party in favor of the Administrative Agent for filing with the Canadian
Intellectual Property Office, the United States Patent and Trademark Office or United States Copyright Office (or other similar office or agency), in each case, as the same may be amended, amended and restated, supplemented or otherwise modified
from time to time. 

  
 42 













 “Intercreditor Agreement” means any intercreditor or subordination
agreement or arrangement (including intercreditor provisions incorporated into a document evidencing Indebtedness), in form and substance reasonably acceptable to the Administrative
Agent and the FILO Agent, between the Administrative Agent and the holders of any Indebtedness (or any trustee, agent or
other representative for such holders) that is permitted or required by the terms hereof to be (a) subordinated in priority of payment to the Secured Obligations and/or
(b) pari passu with, junior to or, solely to the extent expressly permitted hereby withthe Liens securing the Secured Obligations (including with respect to any Lien on the “Property” as defined in the Senior Notes
Indenture, as in effect on the First Amendment Effective Date, solely to the extent such Lien is granted in favor of any Person to secure Indebtedness for borrowed money), it being understood that any such Intercreditor Agreement shall provide that
such junior Liens shall be “silent” (as reasonably determined by the Administrative Agent and the FILO Agent) in respect to Liens on Non-ABL Assets, senior to, the Liens securing the Secured Obligations. 

“Interest Election Request” means a request by the Borrower Representative to convert or continue a Borrowing in accordance
with Section 2.08 in substantially the form attached hereto as Exhibit H. 
 “Interest Payment Date” means,  

(a) with respect to any
Loan other than a FILO Term Loan: (i) with respect to any ABR Loan (other than a Swingline Loan) or Canadian Prime Rate Loan, the first Business Day of each calendar quarter and the Maturity Date, and (bii) with respect to any Eurodollar Loan or
CDORTerm Benchmark Loan, the last day of each Interest
Period applicable to the Borrowing of which such Loan is a part (and, in the case of a Eurodollar Borrowing or CDORTerm Benchmark Borrowing with an Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period) and the Maturity Date.; and 

(b) with respect to any
FILO Term Loan: (i) with respect to any ABR Loan, the first Business Day of each calendar quarter and the FILO Maturity Date, and (ii) with respect to any Term Benchmark Loan, the last day of each Interest Period applicable to the
Borrowing of which such Loan is a part (and, in the case of a Term Benchmark Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three
months’ duration after the first day of such Interest Period) and the FILO Maturity Date. 
 “Interest
Period” means, with respect to (i) any EurodollarTerm Benchmark Borrowing
or(other than
any CDOR Rate Borrowing), the period commencing on the date of such Eurodollar Borrowing or CDORTerm
Benchmark Borrowing and ending on the numerically corresponding day in the calendar month that is, in the case of a EurodollarTerm Benchmark Borrowing, one, three
(or solely with respect to Revolving Borrowings, six) months thereafter, and
(in theeach case of a, subject to the availability for
the Benchmark applicable to the relevant Loan or Commitment), as the Borrower Representative may elect and (ii) any
CDOR Rate Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that
is one, two or three months thereafter (in each case, subject to the availability for the CDOR Rate and the
availability of such period for the relevant Loan or Revolving Commitment), as the Borrower Representative may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day, unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall
end on the last Business Day 

  
 43 













 
of the last calendar month of such Interest Period, and (c) no tenor that
has been removed from this definition pursuant to Section 2.14(e) shall be available for specification in any Borrowing Request or Interest Election Request. 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. 

“Interpolated Rate” means, at any time, for any Interest Period,
the rate per annum (rounded to the same number of decimal places as the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from
interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen Rate for the shortest period
(for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case, at such time; provided, that if any Interpolated Rate shall be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. 
 “Inventory” has the meaning assigned to such term in the Security Agreement.

 “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. 

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or
any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor
thereto. 
 “Issuing Bank” means, individually and collectively, each of JPMCB, PNC Bank, National Association, Wells Fargo
Bank, National Association, Bank of Montreal, Bank of America, N.A., MUFG Union Bank, N.A. and TD Bank, N.A. in its capacity as an issuer of Letters of Credit hereunder, and any other Revolving Lender from time to time designated by the Borrower
Representative as an Issuing Bank, with the consent of such Revolving Lender and the Administrative Agent, and their respective successors in such capacity as provided in Section 2.06(i). Any Issuing Bank may, in its discretion, arrange for one
or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or
shall cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank,
either Issuing Bank, each Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context may require. 

“Issuing Bank Sublimits” means, as of the Restatement Effective Date, (a) $32,142,858, in the case of JPMCB,
(b) $32,142,857 in the case of PNC Bank, National Association, (c) $32,142,857 in the case of Wells Fargo Bank, National Association, (d) $32,142,857 in the case of Bank of Montreal, (e) $32,142,857 in the case of Bank of
America, N.A., (f) $10,000,000 in the case of MUFG Union Bank, N.A., (g) $32,142,857 in the case of TD Bank, N.A., and (h) such amount as shall be designated to the Administrative Agent and the Borrower Representative in writing by an
Issuing Bank; provided that, any Issuing Bank shall be permitted at any time to increase or reduce its Issuing Bank Sublimit upon providing five (5) days’ prior written notice thereof to the Administrative Agent and with the consent
of the Borrower Representative (such consent not to be unreasonably withheld). 

  
 44 













 “ITA” means the Income Tax Act (Canada), as amended. 

“Joinder Agreement” means a Joinder Agreement in substantially the form of Exhibit E. 

“JPMCB” means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and shall include its
domestic and foreign branches, as applicable, and its successors.

 “Latest
Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Revolving Commitment hereunder at such time, including the latest maturity or expiration date of any Revolving Loan, Revolving
Commitment or FILO Term Loan, in each case as extended in accordance with this Agreement from time to time. 
 “LC
Collateral Account” has the meaning assigned to such term in Section 2.06(j). 
 “LC Disbursement” means any
payment made by an Issuing Bank pursuant to a Letter of Credit. 
 “LC Exposure” means, at any time, the sum of
(a) the aggregate undrawn Dollar Equivalent amount of all Letters of Credit outstanding at such time plus (b) the aggregate Dollar Equivalent of all LC Disbursements relating to Letters of Credit that have not yet been
reimbursed by or on behalf of the Borrowers at such time. The LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time. 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 Article 29(a) of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce
Publication No. 600 (or such later version thereof as may be in effect at the applicable time) or Rule 3.13 or Rule 3.14 of the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version
thereof as may be in effect at the applicable time) or similar terms of the Letter of Credit itself, or if compliant documents have been presented but not yet honored, such Letter of Credit shall be deemed to be “outstanding” and
“undrawn” in the amount so remaining available to be paid, and the obligations of the Borrowers and each Lender shall remain in full force and effect until the Issuing Bank and the Lenders shall have no further obligations to make any
payments or disbursements under any circumstances with respect to any Letter of Credit. 

“Lender
Presentation” means a lender presentation, in a form and substance to be mutually agreed by Company, Administrative Agent, and FILO Agent, which presentation shall include, among other things, monthly performance updates and liquidity
projections. 
 “Lenders” means the
Persons (including without limitation the FILO Term Loan Lenders) listed on
the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant to Section 2.09(b) or an Assignment and Assumption or otherwise in accordance with the terms of this Agreement, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption or otherwise.
Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and each Issuing Bank. 

  
 45 













 “Letters of Credit “ means the standby or commercial letters of credit
issued pursuant to this Agreement (including the Exiting Letters of Credit), and the term “Letter of Credit” means any one of them or each of them singularly, as the context may require. 

“Letter of Credit Agreement” has the meaning assigned to it in Section 2.06(b). 

“Liabilities” means any losses, claims (including intraparty claims), demands, damages or liabilities of any kind. 

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any ABR Borrowing, LIBO Screen Rate at approximately 11:00 a.m., London time, two
(2) Business Days prior to the commencement of such Interest Period; provided that, if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”), then the LIBO Rate shall be the
Interpolated Rate, subject to Section 2.14 in the event that the Administrative Agent shall conclude that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error);
provided that if the LIBO Screen Rate as so
determined would be less than 0.00%, such rate shall be deemed to 0.00% for the purposes of this Agreement. Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection with an ABR
Borrowing, such rate shall be determined as modified by the definition of Alternate Base Rate. 

“LIBO Screen Rate” means, for any day and time, with respect to
any Eurodollar Borrowing for any Interest Period or for any ABR Borrowing, the London interbank offered rate as administered by ICE
Benchmark Administration (or any other Person that takes over the
administration of such rate for Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on
a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in
its reasonable discretion); provided that if the LIBO Screen Rate as so determined would be less than 0.00%, such rate shall be deemed to 0.00% for the purposes of this Agreement. 

“LIBOR” has the meaning assigned to such term in Section 1.05. 

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance,
charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect
as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. 

“Limited Condition Acquisition” means any Permitted Acquisition
by the Company or any of its Subsidiaries, the consummation of which is not conditioned on the availability of, or on obtaining, third party financing. 

“Line Cap” means, at any time, the lesser of the Aggregate Revolving Commitment and the Revolving Borrowing Base. 

  
 46 














“Liquidity”
means, as of any date of determination, the sum of (x) unrestricted cash and cash equivalents of the Company and its Subsidiaries as of such date plus (y) Availability as of such date. 

“Loan Documents” means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of
Credit Agreement, the Collateral Documents, the First Amendment Fee Letter, the FILO Fee Letter, the Confirmation
Agreement, each Compliance Certificate, the Loan Guaranty, any Intercreditor Agreement, all Credit Card Notifications and all other agreements, instruments, documents and certificates executed
and delivered to, or in favor of, the Administrative Agent, the FILO Agent or any Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements, letter of credit applications and any agreements between the Borrower
Representative and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between the applicable Borrower and the Issuing Bank in connection with the issuance by the Issuing Bank of Letters
of Credit, and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent, the FILO Agent or any Lender in connection with this Agreement or the
transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications
thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative. 

“Loan Guarantor” means each Loan Party. 

“Loan Guaranty” means Article X of this Agreement. 

“Loan Parties” means, collectively, the Borrowers and each other Subsidiary of the Company that becomes a party to this
Agreement pursuant to a Joinder Agreement and their respective successors and assigns, and the term “Loan Party” shall mean any one of them or all of them individually, as the context may require. 

“Loans” means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans and, Protective Advances and FILO Term Loans. 

“Make-Whole
Amount” means (a) an amount equal to the difference (which shall not be less than zero) between (1) the aggregate amount of interest (including, without limitation, interest payable in cash, in kind or deferred) which would have
otherwise been payable on the amount of the principal prepayment of the FILO Term Loan from the date of prepayment (or deemed prepayment in the case of an acceleration of the FILO Term Loan) until the 18th month anniversary of the First Amendment
Funding Date, minus (2) the aggregate amount of interest Lenders would earn if the prepaid (or deemed prepaid in the case of an acceleration of the FILO Term Loan) FILO Term Loan was reinvested for the period from the date of prepayment (or
deemed prepayment in the case of an acceleration of the FILO Term Loan) (calculated at such time based upon a 3 month Adjusted Term SOFR applicable to FILO Term Loans) until the 18th month anniversary of the First Amendment Funding Date at the
Treasury Rate plus 50 basis points per annum plus (b) an amount equal to the FILO Applicable Premium that would otherwise be payable as if such prepayment had occurred on the day after the 18th month anniversary of the First Amendment Funding
Date.
Notwithstanding the
foregoing, to the extent the Make-Whole Amount becomes due and payable as a result of the occurrence of an
Event of Default or acceleration of the FILO Term Loan (including in connection with the commencement of any Bankruptcy Event or other proceeding pursuant to any Bankruptcy Code or the BIA), the interest 

  
 47 













 
rate to be used in calculating the Make-Whole Amount pursuant to clause (a)(1)
of the preceding sentence shall
be the interest rate applicable to FILO Term Loan that is an ABR Borrowing plus 2.00% per annum for the
period from the occurrence of such Event of Default or acceleration (including in connection with the commencement of any Bankruptcy Event or other proceeding pursuant to any Bankruptcy Code or the BIA) until the 18th month anniversary of the First
Amendment Funding Date. 
 “Margin Stock” means margin
stock within the meaning of Regulations T, U and X, as applicable. 
 “Material Adverse Effect “ means a material adverse
effect on (a) the business, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties to perform any of their Obligations, (c) the Collateral, or the
Administrative Agent’s Liens (on behalf of itself and other Secured Parties) on the Collateral or the required priority of such Liens or (d) the rights of or remedies available to the Administrative Agent, the FILO Agent, the Issuing Bank or the Lenders under any of the Loan
Documents. 
 “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or
obligations in respect of one or more Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $100,000,000. For purposes of determining Material Indebtedness, the “principal
amount” of the obligations of the Company or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Company or such Subsidiary would be required to
pay if such Swap Agreement were terminated at such time. 
 “Material Intellectual Property” means any iIntellectual
pProperty (including patents, trademarks,
copyrightsPatents, industrial designs, Trademarks,
Copyrights and licenses thereof) of the Loan Parties that is (a) material to the conduct of the business or operations of the Loan Parties, taken as a whole, or (b) is reasonably necessary or material to permit the
Administrative Agent to enforce its rights and remedies under the Loan Documents with respect to the Collateral, or the Disposition of which would otherwise materially adversely affect the value of the Collateral. 

“Material Subsidiary” means any Subsidiary of the Company (i) which, as of the most recent fFiscal
qQuarter of the Company for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered
pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed greater than two and
one-halfone percent (2.51.0%) of Consolidated Total Assets as of such date; provided that, if at any time the aggregate amount of Consolidated Total Assets attributable to all Subsidiaries that are not Material Subsidiaries
exceeds tentwo and
one-half percent
(102.5%) of Consolidated Total Assets as of the end of any such fFiscal qQuarter, the Company (or, in the event the Company has failed to do so within ten (10) days, the Administrative Agent) shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate
such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries. 

“Maturity Date” means (a) August 9, 2026; provided, however, that such date shall instead be
May 1, 2024 unless on such date (i,
unless otherwise waived by the Required Lenders, (i) to the extent the 2024 Senior Notes are outstanding in excess of
$100,000,000, the Payment Condition shall be satisfied as of May 1, 2024, (ii) either (A) the aggregate outstanding principal amount of 3.749%the 2024 Senior Notes due August 1, 2024 does not exceed $50,000,000100,000,000 and the
Administrative Agent and the FILO Agent shall have received a certificate from a Responsible Officer of the Borrower Representative that the condition set forth in this clause (ii)(A) has been


  
 48 













 
satisfied, or (iiB) if the aggregate outstanding principal amount of such notes outstandingthe 2024 Senior Notes exceeds $100,000,000 on such date exceeds
$50,000,000, then (x) the Company shall have escrowed or otherwise maintain on deposit segregated,
unrestricted cash or Permitted Investments, in a manner reasonably acceptable to
the Administrative Agent, for the purpose of repaying and in an amount necessary to repay the principal amount of suchor satisfying 2024 Senior Notes Payables, (y) the Administrative Agent
shall have implemented the 2024 Senior Notes Reserve and (z) the Administrative Agent and the FILO Agent shall have
received a certificate from a Responsible Officer of the Borrower Representative that the condition set forth in this clause (ii)(B) has been satisfied (including reasonably detailed calculations thereof), and (iii) at all times from and after
May 1, 2024 through the 2024 Senior Notes in excessMaturity Date, the Borrowers shall maintain Availability of at least $50,000,000, any interest
thereon and any other amounts due in connection therewith350,000,000, or (b) any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated pursuant to the terms hereof. 

“Maximum Rate” has the meaning assigned to such term in Section 9.17. 

“Moody’s” means Moody’s Investors Service, Inc. 

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, to which any 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 OrderlyCash Proceeds” means the aggregate cash proceeds received by the Company or any Subsidiary in respect of any Disposition (including
any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, and including any proceeds received as a result of unwinding any related Swap Agreements in
connection with such transaction but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct cash costs relating to such
Disposition (including legal, accounting and investment banking fees, and brokerage and sales commissions), taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and
any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required to be paid as a result of such transaction that is secured by a Permitted Encumbrance
that is prior or senior to the Lien securing the Obligations, any costs associated with unwinding any related Swap Agreements in connection with such transaction and any deduction of appropriate amounts to be provided by the Company or any of the
Subsidiaries as a reserve in accordance with GAAP against any liabilities reasonably associated with the asset disposed of in such transaction and retained by the Company or any of the 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;
provided that such reserved amounts will be deemed to be Net Cash Proceeds to the extent and at the time of
any reversal thereof (to the extent not applied to the satisfaction of any applicable liabilities in cash in a corresponding amount). 

  
 49 














“Net
Forced Liquidation Value” means, with respect to Inventory of any PersonEligible
Tradenames, the
orderlyforced
 liquidation value thereof as determined in a manner reasonably acceptable to the Administrative Agent by an appraiser reasonably acceptable to the Administrative Agentan Acceptable IP Appraisal, net of all costs of liquidation thereof. 

“Net Orderly
Liquidation Value” means, with respect to Inventory of any Person, the orderly liquidation value thereof,
applicable during any month reflected therein, as determined in an Acceptable Inventory Appraisal, net of all costs of liquidation thereof, in each case in the Administrative Agent’s
Permitted Discretion. 
 “Non-ABL Assets” means
any assets of the Company or its Subsidiaries that do not constitute ABL Assets. 

“Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(d). 

“NYFRB” means the Federal Reserve Bank of New York. 

“NYFRB Rate” means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and
(b) the Overnight Bank Funding Rate in effect on such day (or for any day that is not a Business Day, for the immediately preceding Business Day); provided that if none of such rates are published for any day that is a Business Day, the
term “NYFRB Rate” means the rate for a federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of recognized standing selected by it; provided, further, that
if any of the aforesaid rates as so determined would be less than 0.00%, such rate shall be deemed to be 0.00% for purposes of this Agreement. 

“NYFRB’s Website” means the website of the NYFRB at http://www.newyorkfed.org or any successor source. 

“Obligated Party” has the meaning assigned to such term in Section 10.02. 

“Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and
unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including FILO Obligations
and interest and fees accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the FILO
Agent, the Issuing Bank or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred
or any of the Letters of Credit or other instruments at any time evidencing any thereof. 

“Other Benchmark Rate Election” means, with respect to any Loan
denominated in Dollars, if the then-current Benchmark is the LIBO Rate, the occurrence of:  

(a) a request by the Company to the Administrative Agent to
notify each of the other parties hereto that, at the determination of the Company, Dollar-denominated syndicated credit facilities at such time contain (as a result of amendment or as originally executed), in lieu of a LIBOR-based rate, a term
benchmark rate as a benchmark rate, and  

  
 50 













 (b) the
Administrative Agent, in its sole discretion, and the Company jointly elect to trigger a fallback from the LIBO Rate and the provision, as applicable, by the Administrative Agent of written notice of such election to the Company and the
Lenders. 
 “Other Connection Taxes” means, with respect
to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered, become a party to,
performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit or
any Loan Document). 
 “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing
or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except
any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19(b)). 

“Overnight Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowingseurodollar
transactions denominated in Dollars by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth on its public website from
time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding rate. 
 “Paid in
Full” or “Payment in Full” means, (a) the indefeasible payment in full in cash of all outstanding Loans and LC Disbursements, together with accrued and unpaid interest thereon, (b) the termination, expiration, or
cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit, or at the discretion of the Administrative Agent a backup
letter of credit satisfactory to the Administrative Agent and the Issuing Bank, in an amount equal to 102.5% of the LC Exposure (or 105% with respect to LC Exposure denominated in Canadian Dollars) as of the date of such payment), (c) the
indefeasible payment in full in cash of the accrued and unpaid fees (including without limitation, FILO Applicable
Premium), (d) the indefeasible payment in full in cash of all reimbursable expenses and other Secured Obligations (other than Unliquidated Obligations for which no claim has been made and
other obligations expressly stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (e) the termination of
all Revolving Commitments, and (f) the termination of the Swap
Agreement Obligations (other than Swap Agreement Obligations owing to Swap Banks that are no longer Lenders or Affiliates thereof) and the Banking Services Obligations or entering into other arrangements satisfactory to the Secured Parties
counterparties thereto. 
 “Parent” means, with respect to any Lender, any Person as to which such Lender is,
directly or indirectly, a subsidiary. 
 “Participant” has the meaning assigned to such term in Section 9.04(c). 

“Participant Register” has the meaning assigned to such term in Section 9.04(c). 

“Payment Condition” shall be deemed to be satisfied in connection with a Restricted Payment,an Investment, Disposition, Permitted Acquisition or a payment, repayment, tender, repurchase, refinancing, exchange, acquisition, redemption, retirement, cancellation, termination or voluntary prepayment of
applicable Indebtedness, or pursuant to the terms set forth in the definitions of “FILO Maturity Date” and/or
“Maturity Date”, as applicable, if: 

  
 51 













 (a) no Event of Default has occurred and is continuing or would result
immediately after giving effect to the applicable event; 
 (b) (i) in the case of a Restricted Payment or a payment,
repayment, repurchase, tender, exchange, refinancing, acquisition, redemption, retirement, cancellation, termination or voluntary prepayment of Indebtedness or a Disposition made pursuant to Section 6.05(i), or pursuant to the terms set forth in the definitions of “FILO Maturity Date” and/or “Maturity Date”, as
applicable, immediately after giving effect to and, except in the case of a Disposition made pursuant to Section 6.05(i), at all times during the thirty-day period immediately prior to
such event, the Borrowers shall have (i) (A) Availability calculated on a pro forma basis after giving effect to such event of not less than the greater of (1) 17.5% of the Line Cap or (2) $175,000,000197,750,000, and (B) a Fixed Charge Coverage Ratio for the trailing four fFiscal qQuarters calculated on a pro forma basis after giving effect to such event of greater than 1.00 to 1.00 or (ii) Availability calculated on a pro forma basis after giving effect to such event of not less than
the greater of (A) 22.5% of the Line Cap or
(B) 
$225,000,000254,250,000
; and 

(ii) in the case of an Investment or Permitted Acquisition, immediately after giving effect to and at all times during the
thirty-day period immediately prior to such event, the Borrowers shall have (i) (A) Availability calculated on a pro forma basis after giving effect to such event of not less than the greater of (1) 15% of the Line Cap or (2) $150,000,000169,500,000, and (B) a Fixed Charge Coverage Ratio for the trailing four fFiscal qQuarters calculated on a pro forma basis after giving effect to such event of greater than 1.00 to 1.00 or (ii) Availability calculated on a pro forma basis after giving effect to such event of not less than
the greater of (A) 20% of the Line Cap or
(B) 
$200,000,000226,000,000
; and 
 (c) the Borrower Representative shall have delivered to the
Administrative Agent (and prior to payment in full in cash of FILO Obligations, the FILO Agent) a certificate in form and substance reasonably satisfactory to the Administrative Agent
(and prior to payment in full in cash of FILO Obligations, the FILO Agent) certifying as to the items described in (a) and (b) above and attaching the applicable calculations for item
(b). 

For the avoidance of
doubt, in calculating the “Revolving Borrowing Base” used in determining the “Line Cap” for purposes of (b)(i)(i)(A)(1), (b)(i)(ii)(A), (b)(ii)(i)(A)(1) or (b)(ii)(ii)(A) of this definition (but not in calculating the
“Revolving Borrowing Base” used in determining the “Line Cap” for purposes of “Availability” under clause (b) of this definition), such calculation of the “Revolving Borrowing Base” shall be made without
giving effect to the FILO Deficiency Reserve, if any. Upon the occurrence and during the continuance of any Audit Exception Period, each of the percentages set forth in this definition shall be increased by two and one-half percentage
points. 
 “Payment” has the meaning assigned to it in Section 8.06(c). 

“Payment Intangible” has the meaning assigned to such term in the UCC. 

“Payment Notice” has the meaning assigned to it in Section 8.06(c). 

  
 52 













 “PBGC” means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions. 
 “Permitted Acquisition” means any Acquisition by
any Loan Party or Subsidiary in a transaction that satisfies each of the following requirements: 
 (a) such Acquisition is approved by the
board or managing body of the target; 
 (b) such Person or division or line of business is engaged in the same or a similar line of business
as the Company or any of its Subsidiaries or any business activities reasonably related, complementary or ancillary thereto; 
 (c) no
Default or Event of Default exists at the time of such acquisition or, in the case of a Limited Condition Acquisition, at the time of entering into the definitive agreement with respect to such Acquisition so long as such Limited Condition Acquisition is
consummated within 120 days of the date of the definitive agreement; 
 (d)
in the case of any Acquisition of a Person or division or line of business that has a Canadian defined benefit pension plan, the Company shall have disclosed the same to the Administrative Agent (such disclosure to be accompanied by such plan’s
documentation and the latest actuarial evaluation report in respect of such Canadian defined benefit pension plan) and the Administrative Agent shall have established any appropriate Reserves therefor in its Permitted Discretion; 

(e) if such Acquisition involves a merger, amalgamation or a consolidation involving the Company or any other Loan Party, the Company or a Loan
Party, as applicable, shall be the surviving entity or, in the case of a Loan Party other than a Borrower, shall immediately become a Loan Party, all in compliance with Section 6.03; 

(f) the Company shall have delivered to the Administrative Agent final executed material documentation relating to such Acquisition promptly
after request therefor by the Administrative Agent; and 
 (g) at the time of entering into the Acquisition (or, in the case of Limited Condition Acquisition, at the time of entering
into the definitive agreement with respect to such Acquisition, so long as such Limited Condition Acquisition is consummated within 120 days of the date of the definitive agreement) and
giving pro forma effect to any such Acquisition, the Payment Condition shall be satisfied with respect thereto. 
 “Permitted
Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment. 

“Permitted Encumbrances” means: 

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04; 

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlord’s and other like Liens imposed by
law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty days or are being contested in compliance with Section 5.04; 

  
 53 













 (c) pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance and other social security laws or regulations; 
 (d) deposits to secure the performance
of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business; 

(e) judgment Liens in respect of judgments that do not constitute an Event of Default under clause (gk) of Section 7.01; 
 (f) easements, zoning restrictions, rights-of-way and similar
encumbrances and restrictions on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not interfere with the ordinary conduct of business of the Company or any Subsidiary; 

(g) Liens in favor of sellers of goods arising under Article 2 of the UCC or similar provisions of applicable law in the ordinary course of
business, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; 
 (h) Liens securing
obligations in respect of trade letters of credit; provided that such Liens do not extend to any property other than the goods financed or paid for with such letters of credit, documents of title in respect thereof and proceeds thereof; 

(i) Liens (i) arising by operation of law under Article 4 of the UCC in connection with collection of items provided for therein, and
(ii) in favor of a banking or other financial institution arising as a matter of law or under customary general terms and conditions encumbering deposits or other funds or financial assets maintained with a financial institution (including the
right of set-off) and which are within the general parameters customary in the banking industry or arising pursuant to such banking institution’s general terms and conditions; 

(j) (i)
leases, non-exclusive licenses, subleases or
non-exclusive sublicenses granted to others in the ordinary course of business which do not (ix) interfere in any material respect with the business of the Company or any Subsidiary, taken as a whole, or
(iiy) secure any Indebtedness and (ii) licenses of Intellectual Property otherwise permitted under Section 6.05(h); 

(k) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company
or any of its Subsidiaries in the ordinary course of business permitted by this Agreement; 
 (l) Liens encumbering reasonable customary
initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; 

(m) 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, (ii) relating to pooled deposit or sweep accounts of the Company or any other Loan Party to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the
Company and the other Loan Parties or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any other Loan Party in the ordinary course of business; 

  
 54 













 (n) Liens solely on any cash earnest money deposits made by the Company or any Subsidiary
Loan Party in connection with any letter of intent or purchase agreement permitted hereunder; 
 (o) Liens arising from precautionary UCC or
PPSA filings regarding “true” operating leases or the consignment of goods to a Loan Party; and 
 (p) Liens on insurance proceeds
incurred in the ordinary course of business in connection with the financing of insurance premiums; 
 provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness other than pursuant to clauses (h) or (m) above. 

“Permitted Investments” means: 

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S.
(or by any agency thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one year from the date of acquisition thereof; 

(b) investments in commercial paper maturing within 360 days from the date of acquisition thereof and having, at such date of
acquisition, the highest credit rating obtainable from S&P or from Moody’s; 
 (c) investments in certificates of
deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of Canada or the U.S. or any State or province thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000; 

(d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause
(a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and 

(e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of
1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan (as defined in
Section 3(2) of ERISA) (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such
plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. 

“Plan Asset Regulations” means 29 CFR § 2510.3-101 et seq., as modified by Section 3(42) of ERISA, as amended from
time to time. 

  
 55 













 “PPSA” means the Personal Property Security Act (Ontario) and the
regulations thereunder, as from time to time in effect; or such other applicable legislation in effect from time to time in such other jurisdiction in Canada (including the Civil Code (Quebec)) for purposes of the provisions hereof relating to
perfection, effect of perfection or non-perfection or opposability or priority of any security interest in personal property or an interest analogous
thereto. 

“Premium Event”
has the meaning set forth in Section 2.11(e). 
 “Prime
Rate” means (a) except as provided in clause (b), the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum
interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted
therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent) and (b) for the purpose of U.S. Dollar denominated Loans to a Canadian Borrower, the rate
of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A., Toronto Branch, as its U.S. “base rate” for U.S. Dollar denominated commercial loans. Each change in the Prime Rate shall be effective from and
including the date such change is publicly announced or quoted as being effective. 
 “Priority Payable Reserve “ means
reserves for amounts secured by any Liens, choate or inchoate, which rank or would reasonably be expected to rank pari passu or in priority to the Administrative Agent’s or any other Secured Parties’’ Liens, including, without limitation, in the Permitted Discretion of the Administrative Agent, certain amounts deducted or withheld and not paid and remitted when due for source deductions under the ITA or the
Employment Insurance Act, amounts past due and not paid for realty, municipal or similar taxes and all unfunded wind-up or solvency deficiency amounts under any Canadian Pension Plan, and all amounts currently or past due and not contributed,
remitted or paid to or under any Canadian Pension Plan (governed by the Pension Benefits Act (Ontario)) or under the Canada Pension Plan. 

“Proceeding” means any claim, litigation, investigation, action, suit, arbitration or administrative, judicial or regulatory
action or proceeding in any jurisdiction. 
 “Proceeds of Crime Act” means the Proceeds of Crime (Money Laundering) and
Terrorist Financing Act (Canada), as amended from time to time, and including all regulations thereunder. 
 “Protective
Advance” has the meaning assigned to such term in Section 2.04. 
 “PTE” means a prohibited transaction class
exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. 
 “QFC” has the
meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). 

“QFC Credit Support” has the meaning assigned to it in Section 9.21. 

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding
$10,000,000 at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become 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. 

  
 56 













 “Recipient” means, as applicable, (a) the Administrative Agent, (b) the FILO Agent, (bc) any Lender and (cd) any Issuing Bank, or any combination thereof (as the context requires). 
 “Reference
Time” with respect to any setting of the then-current Benchmark means
(1a) if such Benchmark is
LIBOthe Term
SOFR Rate,
11:005:00 a.m. (LondonChicago time) on the day that is two London banking
days(2) U.S. Government Securities Business Days preceding
the date of such setting,
(b) if such Benchmark is the CDOR Rate, 10:15 a.m. (Toronto, Ontario time) on the date of such setting, and (2c) if such Benchmark is not the
LIBOTerm
SOFR Rate or the CDOR Rate, the time determined by the Administrative Agent in its reasonable discretion. 

“Refinance Indebtedness” has the meaning assigned to such term in Section 6.01(f). 

“Register” has the meaning assigned to such term in Section 9.04(b). 

“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and
interpretations thereunder or thereof. 
 “Regulation T “ means Regulation T of the Federal Reserve Board, as in effect
from time to time and all official rulings and interpretations thereunder or thereof. 
 “Regulation U” means Regulation U
of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof. 

“Regulation X “ means Regulation X of the Federal Reserve Board, as in effect from time to time and all official rulings and
interpretations thereunder or thereof. 
 “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, partners, members, trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates. 

“Release” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, migrating, disposing or dumping of any substance into the environment. 
 “Relevant Governmental Body” means
(i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB,
the CME Term SOFR Administrator, as
applicable, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto and (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Canadian Dollars, the Bank of Canada, and (iii) for other relevant
currencies, the central bank for the currency in which such Benchmark Replacement is denominated or any central bank or other supervisor which is responsible for supervising either (1) such Benchmark Replacement or (2) the administrator of
such Benchmark Replacement or (b) any working group or committee officially endorsed or convened by (1) the central bank for the currency in which such Benchmark Replacement is denominated, (2) any central bank or other supervisor
that is responsible for supervising either (A) such Benchmark Replacement or (B) the administrator of such Benchmark Replacement, (3) a group of those central banks or other supervisors or (4) the Financial Stability Board or any
part thereof. 

  
 57 













 “Relevant Rate” means (i) with respect to any EurodollarTerm Benchmark Borrowing denominated in
Dollars, the
LIBOAdjusted Term
SOFR Rate or (ii) with respect to any CDORTerm Benchmark Borrowing denominated in Canadian Dollars, the CDOR Rate. 

“Relevant Screen Rate” means (i) with respect to any
Eurodollar Borrowing, the LIBO Screen Rate or (ii) with respect to any CDOR Borrowing, the CDOR Screen Rate. 

“Report “ means reports prepared by the
Administrative Agent, the FILO Agent or another Person showing the results
of appraisals, field examinations or audits pertaining to the assets of the Loan Parties from information furnished by or on behalf of the Borrowers, after the Administrative
Agent or the FILO Agent, as applicable, has exercised its rights of
inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the Administrative Agent or the
FILO Agent, as applicable. 

“Required FILO
Lenders” means, at any time, FILO Term Loan Lenders having FILO Term Loans outstanding that, taken together, represent more than 50.0% of the sum of all FILO Term Loans outstanding at such time; provided that, without limiting the restrictions
in the definition of Ineligible Institution, for the purpose of determining the Required FILO Lenders needed for any waiver, amendment, modification or consent of or under this Agreement or any other Loan Document, any FILO Term Loan Lender that is
a Borrower or an Affiliate of a Borrower shall be disregarded. 

“Required Lenders” means, subject to Section 2.20, (a) at any time prior to the earlier of the Loans becoming due
and payable pursuant to Article VII or the Revolving Commitments
terminating or expiring, Lenders having
RevolvingCredit
 Exposures and Unfunded Commitments representing more than 50% of the sum of the Aggregate Credit Exposure and Unfunded Commitments at such time; and (b) for all purposes after the Loans become due and
payable pursuant to Article VII or the Aggregate Revolving
Commitments expire or terminate, Lenders having
RevolvingCredit
 Exposures representing more than 50% of the sum of the Aggregate Credit Exposure at such time; provided that, without limiting the restrictions in the definition of Ineligible Institution, for the
purpose of determining the Required Lenders needed for any waiver, amendment, modification or consent of or under this Agreement or any other Loan Document, any Lender that is a Borrower or an Affiliate of a Borrower shall be disregarded. Notwithstanding anything to the contrary contained herein, after the Discharge of Revolving Obligations, Required Lenders shall mean
Required FILO Lenders. 
 “Requirement of Law” means, with
respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or operating, management or partnership agreement, or other organizational or governing documents of such Person and (b) any
statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other Governmental Authority (including Environmental Laws and Payment Card
Industry Data Security Standards), in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

“Reserves” means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to
maintain (including, without limitation, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services Reserves, the Priority Payable Reserve, the Wage Earner Protection Act Reserve, an Incremental FILO Push-Down Reserve or other reserves relating to an Incremental FILO
LoanSwap Agreement Obligations Reserves, the 2024 Senior Notes Reserve, 

  
 58 













 
volatility reserves, reserves for rent at locations leased to any Loan Party and for consignee’s, warehousemen’s and bailee’s charges, reserves for Inventory shrinkage, reserves
for customs charges and shipping charges related to any Inventory in transit, reserves for Inventory that is slow moving, out of season, obsolete, unmerchantable, defective, used or unfit for sale, reserves for Swap Agreement Obligations, the
Customer Credit Liability Reserves, reserves for liabilities in connection with frequent shopping programs of the Loan Parties, reserves for reasonably anticipated changes in the appraised value of Eligible Inventory between appraisals, reserves for
outstanding merchandise credits, reserves for contingent liabilities of any Loan Party, reserves for amounts withheld or reserves taken by card issuers or credit card processors, reserves for uninsured losses of any Loan Party, reserves for
uninsured, underinsured, un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation,
reserves for royalties due under licensing agreements and reserves for taxes, fees, assessments, and other governmental charges) with respect to the Collateral. 

The establishment or increase of any reserve shall be limited to the reserves set forth in the preceding paragraph and such other reserves
against the Revolving Borrowing Base as the Administrative Agent from time
to time determines, in its Permitted Discretion, as being necessary (i) to reflect items that could reasonably be expected
to adversely affect the value or collectability of Eligible Inventory or Eligible Credit Card Receivables or (ii) to reflect items that could reasonably be expected to adversely affect the perfection, enforceability or priority of the
Administrative Agent’s Liens on the Collateral.
TheNotwithstanding anything
to the contrary contained herein, the amount of any such reserve or change shall have a reasonable relationship to the event, condition or other matter that is the basis for such reserve or
such change, and no reserves or changes shall be duplicative of reserves or items or changes already accounted for through eligibility criteria (including advance rates). Reserves may only be
established by the Administrative Agent, acting in its Permitted Discretion, upon at least three (3) Business Days’ prior written notice to the Company (which notice shall include a reasonably detailed description of such reserve being
established or modified and the basis for such reserve or modification); provided that no such notice shall be required (x) if an Event of Default has occurred or is continuing, (y) 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 (z) 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 would occur were such reserve not changed or established prior to the three (3) Business Day period.
During any such applicable three (3) Business Day period, the Administrative Agent shall, if requested, discuss any such reserve or change with the Company and the Company 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 or exists in a manner that would result in the establishment of a lower reserve or result in a lesser change, in each case, in a manner and to the extent reasonably satisfactory to
the Administrative Agent; provided that during such three (3) Business Day period, Borrowings shall not be permitted if, after giving pro forma effect to the imposition of such proposed reserve, Availability would be less than zero.

 “Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK
Resolution Authority. 
 “Responsible Officer” means the president, Financial Officer or any of the chief executive
officer, president, any executive vice president, any senior vice president, chief operating officer or chief legal officer of the Borrower Representative. 

“Restatement Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived
in accordance with Section 9.02). 

  
 59 













 “Restricted Payment “ means any dividend or other distribution (whether in
cash, securities or other property) with respect to any Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests. 

“Reuters” means, as applicable, Thompson Reuters Corp., Refinitive or any successor thereto. 

“Revaluation Date” means (a) with respect to any Loan denominated in any Agreed Currency, each of the following:
(i) the date of the Borrowing of such Loan and (ii) each date of a conversion into or continuation of such Loan pursuant to the terms of this Agreement; (b) with respect to any Letter of Credit denominated in Canadian Dollars, each of
the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar month and (iii) the date of any amendment of such Letter of Credit that has the effect of increasing the face amount
thereof; and (c) any additional date as the Administrative Agent may determine at any time when an Event of Default exists. 
 “Revolving Commitment” or “Revolving Borrowing
Base” means, the sum of, without duplication: 

(i) 90% of the Loan Parties’ Eligible Credit Card Receivables at such time,
plus  

(ii) 90% multiplied by the Net Orderly Liquidation Value percentage identified in the most
recent Acceptable Inventory Appraisal, or the most recent update thereto delivered pursuant to
Section 5.01(i), multiplied by the Loan Parties’ Eligible Inventory (excluding Eligible Foreign
In-Transit Inventory), valued at the lower of cost or market value, determined on a weighted average cost basis,
minus 

(iii) Reserves,
minus 

(iv) FILO Deficiency Reserves. 

The Administrative Agent
may, in its Permitted Discretion, adjust Reserves in accordance with the terms hereof. 

“Revolving
 Commitment” means, with respect to each Lender, the amount set forth on the Commitment Schedule opposite such Lender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined in
Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C) pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable (which shall include, for the avoidance of doubt, any applicable Lender’s then-applicable First Amendment Temporary Increase
Commitment while such First Amendment Temporary Increase Commitment is in effect), as such Revolving Commitment may be reduced or increased from time to time pursuant to
(a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section 9.04; provided, that at no time shall the Revolving Exposure of any Lender exceed its Revolving Commitment. A Lender’s
Revolving Commitment shall include the commitment of such Lender to acquire participations in Revolving Protective
Advances hereunder. 

  
 60 













 “Revolving Exposure” means, with respect to any Lender at any time, the sum
of (a) the outstanding principal Dollar Equivalent of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time, plus (b) an amount equal to its Applicable Percentage of the aggregate
principal amount of Revolving Protective Advances outstanding at such time.

 “Revolving Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Aggregate Revolving Commitments have terminated or expired, a Lender with
Revolving Exposure. 
 “Revolving Loan” means a Loan made pursuant to Section 2.01(a). 

“Revolving
Protective Advance” has the meaning assigned to such term in Section 2.04(a). 

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC
business. 
 “Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target
of any comprehensive Sanctions (at the time of this Agreement, Crimea, Cuba
(with respect to U.S. Loan Parties), Iran, North Korea and Syria). 
 “Sanctioned Person” means, at any time,
(a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European
Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or other relevant sanctions authority, (b) any Person that constitutes a Canadian Blocked Person, (c) any Person operating, organized or resident
in a Sanctioned Country, (d) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) through (d), or (e) any Person otherwise the subject of any Sanctions. 

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time
by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, the European Union, any
European Union member state, Her Majesty’s Treasury of the United Kingdom, (c) the Government of Canada, including pursuant to Canadian Economic Sanctions and Export Control Laws or (d) any other relevant sanctions authority. 

“SEC” means the Securities and Exchange Commission of the U.S. 

“Secured Net Leverage Ratio” means, as of any date of determination, the ratio of (i) (A) Consolidated Secured
Indebtedness as of the last day of the most recently completed
fFiscal
qQuarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) less (B) the amount of cash and Permitted Investments in excess of $500,000,000 that would be stated on
the consolidated balance sheet of the Company and its Subsidiaries as of such date of determination to (ii) Consolidated EBITDA for the period of four consecutive
fFiscal
qQuarters for which financial statements have been delivered pursuant to Section 5.01 ending immediately prior to such date (or, in each case, if prior to the date of the delivery of the first financial
statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)). 

  
 61 













 “Secured Obligations” means all Obligations, together with all
(a) Banking Services Obligations and (b) Swap Agreement Obligations owing to one or more Swap Banks; provided, however, that the definition of “Secured Obligations” shall not create any guarantee by any Loan
Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable) any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor. 

“Secured Parties “ means (a) the Administrative Agent,
(b) the FILO Agent, (c) the Lenders, (cd) each Issuing Bank,
(de) each provider of Banking Services, to the extent the Banking Services Obligations in respect thereof constitute Secured Obligations, ( ef) each Swap Bank, to the extent the obligations thereunder constitute Secured Obligations, (fg) the beneficiaries of each indemnification obligation undertaken by any Loan
Party under any Loan Document, and
(gh) the successors and permitted assigns of each of the foregoing. 
 “Security
Agreements” means, collectively, (a) the U.S. Security Agreement, (b) the Canadian Security Agreement, and (c) any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party (as
required by this Agreement or any other Loan Document) constituting a Collateral Document, in each case, as the same may be amended, restated, supplemented or otherwise modified from time to time. 

“Senior Notes” means the senior unsecured notes in an initial aggregate principal amount of $1,500,000,000 issued
July 17, 2014 and governed by that certain Indenture and First Supplemental Indenture, each dated July 17, 2014, between the Company and The Bank of New York Mellon, as the same may be amended, restated, supplemented, refinanced, replaced,
substituted, exchanged, or otherwise modified from time to time in a manner consistent with the terms of the Loan Documents (such
Indenture and First Supplemental Indenture, collectively, the “Senior Notes Indenture”). 

“Senior Notes
Indenture” has the meaning assigned to such term in the definition of “Senior Notes”. 

“Settlement” has the meaning assigned to such term in Section 2.05(c). 

“Settlement Date” has the meaning assigned to such term in Section 2.05(c). 

“SOFR” means, with respect to any Business
Day, a rate per annum equal to the secured overnight financing rate for such Business
Day published by the SOFR Administrator
on the SOFR Administrator’s Website on the
immediately succeeding Business Dayas administered by the SOFR Administrator. 
 “SOFR Administrator” means the NYFRB (or a successor administrator of the
secured overnight financing rate). 
 “SOFR Administrator’s Website” means the NYFRB’s Website, currently at
http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to
time. 

“SOFR Determination
Date” has the meaning specified in the definition of “Daily Simple SOFR”. 

“SOFR Rate Day”
has the meaning specified in the definition of “Daily Simple SOFR”. 
  

  
 62 














“Specified
Collateral” means Collateral (including, without limitation, Subject Note) other than ABL Assets; provided, that, “Property” as defined in the Senior Notes Indenture (as in effect on the First Amendment Effective Date) shall not be
included in Specified Collateral unless a Lien is granted thereon by any Loan Party in favor of any Person to secure Indebtedness for borrowed money. 

“Specified
Collateral Account” means one or more Deposit Accounts or Securities Accounts into which only the proceeds of any Disposition of any Specified Collateral or the proceeds or investment thereof shall be deposited. 
 “Specified Event of Default” means an Event of Default arising under clause
(a), (b), (c) (solely with respect to any representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, any Borrowing Base Certificate), (h) or,
(i) or (j) of Article VII. 

“Specified Indebtedness “ means any Subordinated Indebtedness, the Senior Notes and any Consolidated Total Indebtedness
incurred under Section 6.01(i), (j), (k) or (o), as any such Indebtedness may be amended, restated,
supplemented, extended, refinanced, replaced or otherwise modified from time to time. For the avoidance of doubt, in no event
shall the FILO Obligations be considered “Specified Indebtedness”. 

“STA” means the Securities Transfer Act (Ontario) and the regulations thereunder, as from time to time in effect; or
any other similar legislation of any other province or territory of Canada. “Statements” has the meaning assigned to such term in Section
2.18(f). 

“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 percentage (including any marginal, special, emergency or supplemental reserves) established by the Federal Reserve Board 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). Such reserve percentages shall include those imposed pursuant to Regulation D of the Board. Eurodollar 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 Regulation D of the Board 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.Subject Division” means the Equity Interests and assets constituting the division or business
described on Schedule 1.01.¶ 
 “Subject Note” has the meaning given such term on Schedule 1.01.

 “Subordinated Indebtedness” of a Person means any Indebtedness of such Person the payment of which is
subordinated to payment of the Secured Obligations to the written satisfaction of the Administrative Agent and the FILO Agent. For
the avoidance of doubt, in no event shall the FILO Obligations be considered “Subordinated
Indebtedness”. 

  
 63 













 “subsidiary” means, with respect to any Person (the
“parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements
if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held. 

“Subsidiary”
means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which (i) Equity
Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other governing body of such corporation, partnership, limited
liability company or other entity are at the time owned by such Person; or (2) more than 50.0% of the Equity Interests are at the time owned by such Person. Unless otherwise indicated in this Agreement, all references to Subsidiaries will
mean any direct or indirect
sSubsidiary of the Company or a Loan Party, as applicable. 
 “Supermajority Revolving
Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Revolving Exposures and unused Revolving Commitments representing 66 2/3% or more of the sum of the Aggregate Revolving Exposure and unused Revolving Commitments at
such time. 
 “Supply Chain Finance Services” has the meaning assigned to such term in the definition of Banking Services.

 “Supported QFC” has the meaning assigned to it in Section 9.21. 

“Swap Agreement” means any agreement with respect to any swap, forward, spot, future, credit default or derivative
transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers,
employees or consultants of the Borrowers or the Subsidiaries shall be a Swap Agreement. 
 “Swap Agreement Obligations”
means any and all obligations of the Company and its Subsidiaries, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions
therefor), under (a) any and all Swap Agreements with a Swap Bank, and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Swap Agreement transaction with a Swap Bank. 

“Swap Agreement
Obligations Reserve” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion for Swap Agreement Obligations then provided or
outstanding. 
 “Swap Bank” means any Person who was a
Lender or an Affiliate of a Lender on the Effective Date (with respect to any Swap Agreement with the Company or its Subsidiaries entered into on or prior to the Effective Date) or at the time it enters into a Swap Agreement with the Company or its
Subsidiaries, in its capacity as a party thereto, whether or not such Person subsequently ceases to be a Lender or an Affiliate of a Lender. 

  
 64 













 “Swap Obligation” means, with respect to any Loan 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 or any rules or regulations promulgated thereunder. 

“Swingline Sublimit” means $50,000,000. 

“Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The
Swingline Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time. 

“Swingline Lender” means JPMCB, in its capacity as lender of Swingline Loans hereunder. Any consent required of the
Administrative Agent or the Issuing Bank shall be deemed to be required of the Swingline Lender and any consent given by JPMCB in its capacity as Administrative Agent or Issuing Bank shall be deemed given by JPMCB in its capacity as Swingline
Lender. 
 “Swingline Loan” has the meaning assigned to such term in Section 2.05(a). 

“Syndication Agent “ means each of PNC Bank, National Association and Wells Fargo Bank, National Association in its capacity
as a syndication agent for the credit facility evidenced by this Agreement. 
 “Taxes” means any and all present or future
taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), value added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental Authority, including any
interest, additions to tax or penalties applicable thereto. 

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable
Reference Time, the
forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental
BodyBenchmark” when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted Term SOFR Rate or the CDOR Rate. 

“Term SOFR
Determination Day” has the meaning assigned to it under the definition of Term SOFR Reference Rate. 

“Term SOFR
Rate” means, with respect to any Term Benchmark Borrowing and for any tenor comparable to the applicable Interest Period, the Term SOFR Reference Rate at approximately 5:00 a.m., Chicago time, two (2) U.S. Government Securities Business
Days prior to the commencement of such tenor comparable to the applicable Interest Period, as such rate is published by the Term SOFR Administrator. 

“Term SOFR NoticeReference Rate” means a notification by the Administrative Agent to the Lenders, for any day
and time (such day, the Company of the occurrence of a
“Term SOFR Transition Event. 


  
 65 














“Term SOFR Transition
Event” means the determinationDetermination Day”), with respect to any Term SOFR Borrowing
and for any tenor comparable to the applicable Interest Period, the rate per annum determined by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental
Bodyas the forward-looking term rate based on
SOFR. If by 5:00 am (Chicago time) on such Term SOFR Determination Day, (b) the administration of “Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early
Opt-in Election, as applicable (and, for the avoidanceReference Rate” for the applicable tenor has not been
published by the CME Term SOFR Administrator and a Benchmark
Replacement Date with respect to the Term SOFR Rate has not occurred, then the Term SOFR Reference Rate for
such Term SOFR Determination Day will be the Term SOFR Reference Rate as published in respect of doubt,
not in the case of an Other Benchmark Rate Election), has previously occurred resulting
in a Benchmark
Replacement in accordance with Section 2.14 that is
notfirst preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate was published by the CME Term SOFR Administrator, so long as such first
preceding Business Day is not more than five (5) Business Days prior to such Term
SOFR Determination Day. 

“Tiger
Appraisal” means that certain appraisal prepared by Tiger Capital Group with respect to the Inventory of the Company, dated as of June 25, 2022 and effective as of August 22,
2022. 
 “Total Net Leverage Ratio” means, as of any date
of determination, the ratio of (i) (A) Consolidated Total Indebtedness as of the last day of the most recently completed fFiscal qQuarter for which financial statements have been delivered pursuant to Section 5.01(a) or (b) less (B) the amount of cash and Permitted Investments in excess of $500,000,000 that would be stated on
the consolidated balance sheet of the Company and its Subsidiaries as of such date of determination to (ii) Consolidated EBITDA for the period of four consecutive
fFiscal
qQuarters for which financial statements have been delivered pursuant to Section 5.01 ending immediately prior to such date (or, in each case, if prior to the date of the delivery of the first financial
statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)). 

“Transactions” means the execution, delivery and performance by the Borrowers of this Agreement and the other Loan Documents,
the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 

“Treasury
Services” has the meaning assigned to such term in the definition of Banking Services. 

“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans
comprising such Borrowing, is determined by reference to the Adjusted
LIBOTerm SOFR Rate, the CDOR Rate, the ABR or the Canadian Prime Rate. 
 “UCC” means the
Uniform Commercial Code as in effect from time to time in the State of New York or in any other state the laws of which are required to be applied in connection with the issue of perfection of security interests. 

  
 66 













 “UK Financial Institutions” means any BRRD Undertaking (as such term is
defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United
Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution. 
 “Unadjusted Benchmark Replacement” means the applicable Benchmark
Replacement excluding the related Benchmark Replacement Adjustment. 
 “Unfinanced Capital Expenditures” means, for any
period, Capital Expenditures made during such period which are not financed from the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital Expenditures are financed with
Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures). 
 “Unfunded Commitment”
means, with respect to each Lender, the Revolving Commitment of such Lender less its Revolving Exposure. 

“Unliquidated Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or
unliquidated at such time, including any Secured Obligation that is: (a) an obligation to reimburse a bank for drawings not yet made under a letter of credit issued by it; (b) any other obligation (including any guarantee) that is
contingent in nature at such time; or (c) an obligation to provide collateral to secure any of the foregoing types of obligations. 

“U.S.” means the United States of America. 

“U.S. Borrower” means the Company, BUY BUY BABY, INC., a Delaware corporation, Decorist, LLC, a Delaware limited liability
company, Harmon Stores, Inc., a Delaware corporation, BED BATH & BEYOND OF CALIFORNIA LIMITED LIABILITY COMPANY, a Delaware limited liability company, and each other U.S. Subsidiary of the Company that joins this Agreement as a Borrower in
accordance with the terms hereof (in each case other than the Company, unless removed as a Borrower in accordance with the terms hereof), and “U.S. Borrowers” means all of them. 

“U.S. Collateral Documents” means, collectively, the U.S. Security Agreement, each Intellectual Property Security Agreement with respect to Intellectual Property of the U.S. Loan Parties or the Canadian Loan
Parties and any other agreements, instruments and documents executed in connection with this Agreement that are intended to create, perfect or evidence Liens in favor of the Administrative
Agent to secure the Secured Obligations, now or hereafter executed by any U.S. Loan Party or governed by U.S. law and delivered to the Administrative
Agent. 

“U.S. Government
Securities Business Day” means any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be
closed for the entire day for purposes of trading in United States government securities. 

“U.S. Loan Parties” means, collectively, the U.S. Borrowers and any other U.S. Subsidiary of the Company who becomes a party
to this Agreement pursuant to a Joinder Agreement or otherwise and their successors and assigns, and the term “U.S. Loan Party” shall mean any one of them or all of them individually, as the context may require (in each case other than the
Company, unless removed in accordance with the terms hereof). 

  
 67 













 “U.S. Person” means a “United States person” within the meaning
of Section 7701(a)(30) of the Code. 
 “U.S. Security Agreement” means that certain Amended and Restated Security Agreement (including any and all supplements
thereto), dated as of
June 19August
31,
20202022, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, and any other pledge or security agreement entered into, after the date of this
Agreement by any other Loan Party (as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and the other Secured Parties, as the same may be amended, restated, supplemented or
otherwise modified from time to time. 
 “U.S. Special Resolution Regime” has the meaning assigned to it in
Section 9.21. 
 “U.S. Subsidiary” means any Subsidiary of the Company that has been formed or is organized under the
laws of the United States of America, any State thereof, or the District of Columbia. 
 “U.S. Tax Compliance Certificate”
has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3). 
 “USA PATRIOT Act” means the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001. 
 “Wage Earner
Protection Act Reserve” means, on any date of determination, a reserve established from time to time by the Administrative Agent in such amount as the Administrative Agent determines in its Permitted Discretion reflects the amounts that may
become due under the Wage Earner Protection Program Act (Canada) with respect to the employees of any Loan Party employed in Canada which would give rise to a Lien with priority under applicable law over the Lien of the Administrative Agent.

 “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
 “Write-Down and Conversion
Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which
write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or
change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to
provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary
to any of those powers. 
 SECTION 1.02.Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a “Revolving Loan” or a “FILO Term Loan”) or by
Type (e.g., a
“EurodollarTerm
Benchmark Loan”) or by Class and Type (e.g., a “EurodollarTerm Benchmark Revolving Loan” or a “Term Benchmark FILO Term Loan”). Borrowings also may be classified and referred to by Class (e.g., a
“Revolving Borrowing” or a “FILO Term
Loan Borrowing”) or by Type (e.g., a “EurodollarTerm Benchmark Borrowing”) or by Class and Type (e.g., a “EurodollarTerm Benchmark Revolving Borrowing” or a “Term Benchmark FILO Term
Loan Borrowing”). 

  
 68 













 SECTION 1.03.Terms Generally. 

(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 “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and
all judgments, orders and decrees of all Governmental Authorities. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions
on such amendments, restatements, supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or
otherwise modified (including by succession of comparable successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignments set forth
herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, (f) any reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or period for all calculations or determinations
within such definition, and (g) 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) For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or
any other Loan Document of any Canadian Loan Party) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Quebec or a court or tribunal exercising
jurisdiction in the Province of Quebec, (i) “personal property” shall be deemed to include “movable property”, (ii) “real property” shall be deemed to include “immovable property”,
(iii) “tangible property” shall be deemed to include “corporeal property”, (iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security interest”,
“mortgage” and “lien” shall be deemed to include a “hypothec”, “prior claim” and a “resolutory clause”, (vi) all references to filing, registering or recording under the UCC or the PPSA shall be
deemed to include publication under the Civil Code of Quebec, (vii) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to an “opposable” or “set up” Liens as
against third parties, (viii) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (ix) “goods” shall be deemed to include
“corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, (x) an “agent” shall be deemed to include a “mandatory”, (xi) “construction liens” shall
be deemed to include “legal hypothecs”, (xii) “joint and several” shall be deemed to include “solidary”, (xiii) “gross negligence or willful misconduct” shall be deemed to be “intentional or
gross fault”, (xiv) “beneficial ownership” shall be deemed to include “ownership on behalf of another as mandatory”, (xv) “easement” shall be deemed to include “servitude”,
(xvi) “priority” shall be deemed to include “prior claim”, (xvii) “survey” shall be deemed to include “certificate of location and plan”, (xviii) a “land surveyor” shall be deemed to
include an “arpenteur-géomètre”; and (xix) “fee simple title” shall be deemed to include “absolute ownership”. The 

  
 69 













 
parties hereto confirm that it is their wish that this Agreement and any other document executed in connection with the transactions contemplated herein be drawn up in the English language only
and that all other documents contemplated thereunder or relating thereto, including notices, may 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
la langue anglaise seulement. 
 SECTION 1.04.Accounting Terms; GAAP. 

(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if after the date hereof there occurs any change in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative Agent
that the Borrowers request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders or the Required FILO Lenders request an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein
shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825-10-25 (or any other
Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein and (ii) without
giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting
Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof. 

(b) Notwithstanding anything to the contrary contained in Section 1.04(a) or in the definition of “Capital Lease Obligations,”
any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842) (“FAS 842”), to the extent such adoption would
require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease
shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith. 

SECTION 1.05. Interest Rates;
LIBOR/CDORBenchmark
 Notifications. The interest rate on a Loan denominated in U.S. Dollars or a Foreign Currencydollars may be derived from an interest rate benchmark that may be discontinued or is, or may in the future become, the subject of regulatory reform. Regulators have signaled the need to use alternative benchmark reference rates for some of these interest rate benchmarks and, as a result, such interest rate benchmarks may
cease to comply with applicable laws and regulations, may be permanently discontinued, and/or the basis on which they are calculated may change. The London interbank offered rate (“LIBOR”) is intended to represent the rate at which
contributing banks may obtain short-term borrowings from each other in the London interbank market. On March 5, 2021, the U.K. Financial Conduct Authority (“FCA”) publicly announced that (a) immediately after December 31,
2021, publication of all seven euro LIBOR settings, 

  
 70 













 
the overnight, 1-week, 2-month and 12-month British Pound Sterling LIBOR settings, and the 1-week and
2-month U.S. Dollar LIBOR settings will permanently cease; (b) immediately after June 30, 2023, publication of the overnight and 12-month U.S. Dollar LIBOR settings will permanently cease; immediately after December 31,
2021, the 1-month, 3-month and 6-month British Pound Sterling LIBOR settings will cease to be provided or, subject to consultation by the FCA, be provided on a changed methodology (or “synthetic”) basis and no longer be representative
of the underlying market and economic reality they are intended to measure and that representativeness will not be restored; and (c) immediately after June 30, 2023, the 1-month, 3-month and 6-month U.S. Dollar LIBOR settings will
cease to be provided or, subject to the FCA’s consideration of the case, be provided on a synthetic basis and no longer be representative of the underlying market and economic reality they are intended to measure and that representativeness
will not be restored. There is no assurance that dates announced by the FCA will not change or that the administrator of LIBOR and/or regulators will not take further action that could impact the availability, composition, or characteristics of
LIBOR or the currencies and/or tenors for which LIBOR is published. Each party to this agreement should consult its own advisors to stay informed of any such developments. Public and private sector industry initiatives are currently underway to identify new or alternative reference rates to be used in place of
LIBOR. Upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early Opt-In Election or an Other
Benchmark Rate Election, Section 2.14(cb) and
(d) provideprovides a mechanism for determining an
alternative rate of interest. The Administrative Agent will promptly notify the Borrower, pursuant to Section 2.14(f), of any change to the reference rate
upon which the interest rate on Eurodollar Loans is based. However, the Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect
to, the administration, submission, performance or any other matter related to the LIBOR or the CDOR Rateany interest rate used in this Agreement, or with respect to any alternative or
successor rate thereto, or replacement rate thereof (including, without limitation, (i) any
such alternative, successor or replacement rate implemented pursuant to Section 2.14(c) or (d), whether upon the occurrence of a Benchmark Transition Event, a Term SOFR Transition Event, an Early
Opt-in Election or an Other Benchmark Rate Election, and (ii) the implementation of any Benchmark
Replacement Conforming Changes pursuant to Section 2.14(e)), including
without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of the LIBO Rate (or, the CDOR
Rate)existing interest rate being replaced or have the same
volume or liquidity as did the London interbank offered rate (or the euro interbank offered rate, as applicable)any existing interest rate prior to its discontinuance or unavailability. The
Administrative Agent and its affiliates and/or other related entities may engage in transactions that affect the calculation
of any interest rate used in this Agreement or any alternative, successor
or alternative rate (including any Benchmark
Replacement) and/or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain any
the Eurodollar Rate, the CDOR Rate
orinterest rate used in this Agreement, any component
thereof, or rates referenced in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to any
the
Borrowers,
any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in
equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. 

SECTION 1.06. Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Subsidiary makes any
acquisition permitted pursuant to Section 6.04 or Disposition outside the ordinary course of business permitted by Section 6.05 during the period of four
fFiscal
qQuarters of the Borrowers’
most recently ended
fFiscal
yYear, the Fixed Charge Coverage Ratio, the Total Net Leverage Ratio or Secured Net Leverage Ratio, as applicable, shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising
out of events which are directly 

  
 71 













 
attributable to the acquisition or the Disposition, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of
Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer of such Borrower), as if such acquisition or such Disposition (and any related incurrence, repayment or assumption of
Indebtedness) had occurred in the first day of such four-quarter period. 
 SECTION 1.07.Status of Obligations. The Secured
Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated
Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available
or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. 
 SECTION 1.08.Amendment
and Restatement of Existing Credit Agreement; General Reaffirmations; Amendment to Security Documents. 
 (a) The parties to this
Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01, the terms and provisions of the Existing Credit Agreement
shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation of the Existing Credit Agreement or any of the
“Obligations” or “Secured Obligations” as defined therein. All Loans made and Obligations incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and
Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) all references in the “Loan Documents” (as defined in the
Existing Credit Agreement) to the “Administrative Agent”, the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Administrative Agent, this Agreement and the Loan Documents, (b) the
Existing Letters of Credit which remain outstanding on the Restatement Effective Date shall continue as Letters of Credit under (and shall be governed by the terms of) this Agreement, (c) all obligations constituting “Secured
Obligations” with any Lender or any Affiliate of any Lender which are outstanding on the Restatement Effective Date shall continue as Secured Obligations under this Agreement and the other Loan Documents, and (d) the Administrative Agent shall make such reallocations, sales, assignments or other relevant actions in respect
of each Lender’s credit exposure under the Existing Credit Agreement as are necessary in order that each such Lender’s Credit Exposures and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the outstanding
Aggregate Credit Exposure on the Restatement Effective Date, and (e) the Borrowers hereby agree to compensate each Lender for any and all losses, costs and
expenses incurred by such Lender in connection with the sale and assignment of any Eurodollar Loans (including the “Eurodollar Loans” under the Existing Credit Agreement) and such reallocation described above, in each case on the terms and
in the manner set forth in Section 2.16 hereof. 
 (b) Each of the Loan
Parties, as debtor, grantor, pledgor, guarantor, or another similar capacity in which such Loan Party grants liens or security interests in its properties or otherwise acts as a guarantor, joint or several obligor or other accommodation party, as
the case may be, in each case under the Existing Loan Documents, and, in the case of BBB Value Services Inc., a Tennessee corporation, including in its capacity as successor by merger to BBB Value Services Inc., a Florida corporation, hereby each
(i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Existing Loan Documents to which it is a party, (ii) to the extent such Loan Party granted liens on or security interests
in any of its properties pursuant to any of the Existing Loan Documents, hereby ratifies and reaffirms such grant of security (and, without limitation, any filings with 

  
 72 













 Governmental Authorities made in connection therewith) and confirms that such liens and security interests
continue to secure the applicable Secured Obligations intended to be secured thereby (as modified by this Agreement), and (iii) to the extent such Loan Party guaranteed, was jointly or severally liable, or provided other accommodations with
respect to, the Secured Obligations or any portion thereof pursuant to the Existing Loan Documents (including, without limitation, Article X of the Existing Credit Agreement), hereby ratifies and reaffirms such guaranties, liabilities and other
accommodations, in each case subject to the limitations set forth herein. Nothing herein shall limit any additional reaffirmations included in any other Loan Document. 

(c) Immediately upon the effectiveness hereof, the Lenders hereby consent to any amendments to the Security Documents (including any Exhibits,
Schedules or Annexes thereto) dated as of the date hereof. 

SECTION 1.09. Divisions.
For all purposes under the Loan Documents, in connection with any Division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any
Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person
shall be deemed to have been organized and acquired on the first date of its existence by the holders of its Equity Interests at such time. 

ARTICLE II 
 The Credits

 SECTION 2.01.
Revolving Commitments; FILO Term Loan. 

(a) SECTION 2.01.
Revolving Commitments. Subject to the terms and conditions set forth herein, each Lender severally (and not
jointly) agrees to make Revolving Loans in Dollars to the U.S. Borrowers and in Canadian Dollars and Dollars to the Canadian Borrowers, in any such case, from time to time during the Availability Period in an aggregate principal amount that will not
result (after giving effect to any application of proceeds of such Borrowing pursuant to Section 2.10(a)) in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment, (ii) the Aggregate Revolving
Exposure exceeding the lesser of (x) the Aggregate Revolving Commitment and (y) the Revolving Borrowing
Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Revolving Protective
Advances pursuant to the terms of Section 2.04, or (iii) the Canadian Revolving Exposure exceeding the Canadian Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may
borrow, prepay and reborrow Revolving Loans. 

(b) FILO Term Loan. Subject to the terms and conditions hereof, on the First Amendment Funding Date each FILO Term Loan Lender severally agrees
to make term loans (collectively, the “FILO Term Loan”) in Dollars to the Borrowers in an amount equal to such FILO Term Loan Lender’s FILO Term Loan Commitment. The outstanding unpaid principal balance and all accrued and unpaid
interest on the FILO Term Loan shall be due and payable on the earlier of (i) the FILO Maturity Date and (ii) the date of the acceleration of the FILO Term Loan in accordance with the terms hereof. Any principal amount of the FILO Term
Loan that is repaid or prepaid may not be reborrowed. All principal of, interest on, and other amounts payable in respect of the FILO Term Loan shall constitute Obligations hereunder. 

  
 73 













 SECTION 2.02.Loans and Borrowings. (a) Each Loan (other than a Swingline Loan)
shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by the Lenders ratably in accordance with their
respective Revolving Commitments of the applicable Class. The failure of
any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s
failure to make Loans as required. Any Revolving Protective Advance and any Swingline Loan shall be made in
accordance with the procedures set forth in Sections 2.04 and 2.05, respectively. 
 (b) Subject to Section 2.14,
(i) each Revolving Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or EurodollarTerm Benchmark Loans and (ii) each Revolving Borrowing denominated in
Canadian Dollars shall be comprised entirely of Canadian Prime Rate Loans or CDOR Loans, in each case, as the Borrower Representative may request in accordance herewith. Each Swingline Loan shall be an ABR Loan or a Canadian Prime Rate Loan in the
case of any Swingline Loan to a Canadian Borrower. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections
2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in
accordance with the terms of this Agreement. 
 (c) At the commencement of each Interest Period for any Eurodollar Borrowing or CDORTerm
Benchmark Borrowing, such Borrowing or CDOR
Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 or Cdn$1,000,000, as applicable, and not less than $5,000,000 or Cdn$5,000,000, as applicable. At the time that each ABR Revolving Borrowing or Canadian Prime Rate
Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 or Cdn$1,000,000, as applicable, and not less than $5,000,000 or Cdn$5,000,000, as applicable; provided that an ABR Revolving
Borrowing or a Canadian Prime Rate Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate Revolving Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.06(e). Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of eightten
(810) 
EurodollarTerm
Benchmark Borrowings outstanding. 
 (d) Notwithstanding any other provision
of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 

(e) Notwithstanding anything herein or in any other Loan Document to the contrary, if on the First Amendment Effective Date, any Eurodollar Loans
(as such term was defined in this Agreement, immediately prior the First Amendment Effective Date) that are Revolving Loans remain outstanding, such Eurodollar Loans shall, for the duration of the Interest Period (as such term was defined in this
Agreement, immediately prior to the First Amendment Effective Date) be governed by the terms of this Agreement, immediately prior to the First Amendment Effective Date it being understood that, upon the expiration of such Interest Period, this
Agreement, giving effect to the First Amendment, shall govern and control such Revolving Loans in all respects (and, for the avoidance of doubt, that such Eurodollar Loans may not be continued as Eurodollar Loans (as such term was defined in this
Agreement, immediately prior the First Amendment Effective Date)). 

  
 74 













 SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower Representative shall notify the
Administrative Agent of such request either in writing (delivered by hand or fax) by delivering a Borrowing Request signed by a Responsible Officer of the Borrower Representative or through Electronic System (or if an Extenuating Circumstance shall
exist, by telephone) not later than (a) in the case of a
Eurodollar Term Benchmark Borrowing or a CDOR Borrowingdenominated in
Dollars, 12:00 noon New York City time, three (3) Business Days
(or, with respect to any Borrowing on the First Amendment Effective Date, one (1) Business Day), before the date of the proposed Borrowing or, (b) in the case of an ABR Borrowing or Canadian Prime Rate
Borrowing, not later than 11:00 a.m. New York City time, on the date of the proposed Borrowing, (c) in the case of Term
Benchmark Borrowing denominated in Canadian Dollars, not later than 11:00 a.m. Toronto time, three (3) Business Days (or, with respect to any Borrowing on the First Amendment Funding Date, one (1) Business Day) before the date of the
proposed Borrowing, or (d) in the case of a Canadian Prime Rate Borrowing, not later than 11:00 a.m. Toronto time, on
the date of the proposed Borrowing ; provided that any such notice of an ABR Revolving Borrowing or a Canadian Prime Revolving Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.06(e) may be given not later than 10:00 a.m. New York City time, on the date of such proposed
Borrowing. To request a FILO Term Loan Borrowing, the Borrower Representative shall notify the FILO Agent of such request either in writing (delivered by hand or fax) by delivering a Borrowing Request
signed by a Responsible Officer of the Borrower Representative or through Electronic System not later than 2:00 p.m., New York City time, one Business Day before the anticipated First Amendment Funding Date, requesting that the FILO Term Loan
Lenders make the FILO Term Loans on the First Amendment Funding Date; provided that such Borrowing Request may be conditioned upon occurrence of the First Amendment Effective Date and the First Amendment Funding Date. Each such Borrowing Request shall be irrevocable and each such telephonic Borrowing Request, if permitted, shall be confirmed immediately upon the cessation of the Extenuating Circumstance by hand delivery,
facsimile or a communication through Electronic System to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower Representative. Each such written
(or if permitted, telephonic) Borrowing Request shall specify the following information in compliance with Section 2.02: 
 (i)
the name of the applicable Borrower(s); 
 (ii) the aggregate amount of the requested Borrowing and a breakdown of the separate wires
comprising such Borrowing; 
 (iii) the date of such Borrowing, which shall be a Business Day (and with respect to the Borrowing of the FILO Term Loan, the First Amendment Funding Date); 
 (iv)
with respect to Revolving Borrowings, the Agreed Currency for such Borrowing, and whether such Borrowing is to be an ABR
Borrowing or a EurodollarTerm
Benchmark Borrowing, in the case of a Borrowing by a Borrower, or a CDOR Borrowing or a Canadian Prime Rate Borrowing, in the case of a Borrowing by a Canadian Borrower;  

(v) with respect to FILO Term Loan Borrowings, whether such Borrowing is to be an ABR
Borrowing or a Term Benchmark Borrowing, in the case of a Borrowing by a Borrower; and 

(vi) (v) in the case of a
EurodollarTerm
Benchmark Borrowing or a CDOR Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period.”


  
 75 













 If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing
shall be an ABR Borrowing or a Canadian Prime Rate Borrowing, as applicable. If no Interest Period is specified with respect to any requested
EurodollarTerm
Benchmark Revolving Borrowing or CDOR Revolving Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of one month’s duration. Promptly following
receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 

SECTION 2.04.Protective Advances.
(a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the
Revolving Lenders, from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Revolving Loans to the Borrowers, on behalf of all Revolving Lenders, which the Administrative Agent, in
its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations,
or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this Agreement, including payments of reimbursable
expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan
Documents (any of such Loans are herein referred to as “Revolving Protective Advances”); provided
that, (I) the aggregate Dollar Equivalent of Revolving
Protective Advances outstanding at any time shall not at any time exceed 10% of the Aggregate Revolving
Commitment and (II) after giving effect to any such Revolving Protective Advances, the Aggregate Revolving Exposure
shall not exceed, by more than 2.5%, the Line Cap; provided further that, (x) the Aggregate Revolving Exposure after giving effect to the
Revolving Protective Advances being made shall not exceed the Aggregate Revolving Commitment and (y) the
Canadian Revolving Exposure shall not exceed the Canadian Sublimit. The Revolving Protective Advances shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall
constitute Obligations hereunder and Secured Obligations. The
Administrative Agent’s authorization to make
Revolving Protective Advances may be revoked at any time by the Required
Lenders. Any such revocation must be in writing and shall become effective prospectively upon the
Administrative Agent’s receipt thereof. At any time the conditions precedent set forth in Section 4.02 have been
satisfied (including with respect to Availability), the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay
a Revolving Protective Advance. At any other time the Administrative Agent may require the
Revolving Lenders to fund their risk participations described in Section
2.04(b). 

(b) Upon the making of a
Revolving Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default),
each
Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably
purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in
such
Revolving Protective Advance in proportion to its Applicable Percentage. From and after the date, if any, on which
any Revolving Lender is required to fund its participation in
any
Revolving Protective
Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Revolving Lender, such
Revolving Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of
Collateral received by the Administrative Agent in respect of such Revolving Protective Advance. 

  
 76 














(c) Subject to the limitations set forth below, the AdministrativeFILO Agent is authorized by the Borrowers and the FILO Term Loan Lenders, from time to time in the AdministrativeFILO Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans to the Borrowers, on behalf of all
FILO Term Loan Lenders, which the AdministrativeFILO Agent, in its Permitted Discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, and (ii) to enhance the likelihood of, or maximize the amount of, repayment of the FILO
Term Loan Loans and other FILO Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers pursuant to the terms of this
Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described in Section 9.03) and other sums payable under the Loan Documents (any of such
Loans are herein referred to as “FILO Protective Advances” and together with Revolving Protective Advances,
“Protective Advances”); provided that, the aggregate Dollar Equivalent ofFILO Protective Advances outstanding at any time shall not at any time exceed
10% of the Aggregate Revolving Commitment; provided
further that, (x) the Aggregate Revolving Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving
Commitment and (y) the Canadian Revolving Exposure shall not exceed the Canadian Sublimit. $37,500,000. The
FILO Protective
Advances
shall be secured
by
the Liens in favor of
the Administrative Agent in and to the Collateral and shall constitute
FILO Obligations hereunder and Secured Obligations. The FILO Agent’s authorization to make FILO Protective Advances may be revoked at any time by the Required FILO
Lenders. Any such revocation must be in writing and shall become effective prospectively upon the FILO Agent’s receipt thereof. 

(d)
Protective Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Borrowers shall be required to repay (or, subject to the satisfaction of the conditions precedent set forth in
Section 4.02, refinance with the proceeds of a Borrowing) each Protective Advance within forty-five days after such Protective Advance is made.
The Protective Advances
(any extension of such time period shall be
secured byrequire the
Liens in favorprior consent of
the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder and Secured ObligationsRequired Lenders and the Required FILO Lenders). All Protective Advances shall be ABR Borrowings or Canadian Prime Rate
Borrowings. The making of a Protective Advance on any one occasion shall not obligate the Administrative Agent or the FILO
Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s
receipt thereof. At any time the conditions precedent set forth in Section 4.02 have been satisfied (including with respect to Availability), the Administrative Agent may request the Revolving Lenders to make a Revolving Loan to repay a
Protective Advance. At any other time the Administrative Agent may require the Lenders to fund their risk participations described in
Section 2.04(b). 

(b) Upon the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender shall be deemed, without
further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable
Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable
Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Protective Advance. 

SECTION 2.05.Swingline Loans. 

(a) The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this
Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing or a Canadian Prime Rate Borrowing, the Swingline Lender may elect in its discretion to have the terms of this Section 2.05(a) apply to
such 

  
 77 













 Borrowing Request by advancing, on behalf of the Revolving Lenders and in the amount requested, same day
funds to the applicable Borrowers, on the date of the applicable Borrowing to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline
Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans and
Canadian Prime Rate Loans funded by the Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline
Lender may, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 2:00 p.m., New York City time, on each Business Day, make available to the Borrowers by means of a credit to the
Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to
permit the Swingline Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrowers shall be deemed to have
requested an ABR Borrowing or a Canadian Prime Rate Borrowing, as applicable, pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day. The Swingline Lender shall not make any Swingline Loan if after giving
effect to such Swingline Loan, in an aggregate principal amount at any time outstanding that will result in (i) the aggregate principal Dollar Equivalent of outstanding Swingline Loans exceeding the Swingline Sublimit, (ii) the Swingline
Lender’s Revolving Exposure exceeding its Revolving Commitment, (iii) the Aggregate Revolving Exposure exceeding the lesser of the Aggregate Revolving Commitment and the
Revolving Borrowing Base or (iv) the Canadian Revolving Exposure
exceeding the Canadian Sublimit. All Swingline Loans shall be ABR Borrowings or Canadian Prime Rate Borrowings; provided that, Swingline Loans consisting of Canadian Prime Rate Borrowings may only be made to a Canadian Borrower. 

(b) Upon the making of a Swingline Loan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been
requested with respect to such Swingline Loan), each Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender, without recourse or warranty, an
undivided interest and participation in such Swingline Loan in proportion to its Applicable Percentage of the Revolving Commitment. The Swingline Lender may, at any time, require the Revolving Lenders to fund their participations. From and after the
date, if any, on which any Revolving Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments
of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Swingline Loan. 
 (c) The
Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Revolving Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving
Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 1:00 p.m. New York City time on the date of such requested Settlement (the “Settlement Date”). Each Revolving Lender (other than the Swingline
Lender, in the case of the Swingline Loans) shall transfer the amount of such Revolving Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the
Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 3:00 p.m., New York City time, on such Settlement Date. Settlements may occur during the existence of a Default and whether
or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans 

  
 78 













 
and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Revolving Lenders, respectively. If any such amount is not
transferred to the Administrative Agent by any Revolving Lender on such Settlement Date, the Swingline Lender shall be entitled to recover from such Lender on demand such amount, together with interest thereon, as specified in Section 2.07.

 SECTION 2.06.Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower
Representative may request the issuance of Letters of Credit for its own account or for the account of another Borrower or Subsidiary of a Borrower denominated in Dollars or Canadian Dollars as the applicant thereof for the support of its or its
Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of
this Agreement and the terms and conditions of any Letter of Credit Agreement, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue,
and shall not issue, any Letter of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned Person, or in any Sanctioned Country or (B) in any manner that
would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such
Letter of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the
Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the
Issuing Bank is not otherwise compensated hereunder) not in effect on the Restatement Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Restatement Effective Date and which
the Issuing Bank in good faith deems material to it, or (iii) if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally; provided that, notwithstanding
anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof,
and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Restatement Effective Date for purposes of clause (ii) above, regardless of the date enacted, adopted, issued or implemented.
For the avoidance of doubt, the Existing Letters of Credit shall be “Letters of Credit” for all purposes of the Loan Documents. 

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit through Electronic System) to the Issuing Bank and the Administrative Agent (reasonably in advance of,
but in any event no less than three (3) Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed
or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section 2.06), the
amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. In addition, as a condition to any such Letter of Credit
issuance, the applicable Borrower shall have entered into a continuing agreement (or other letter of credit agreement) for the issuance of letters of credit and/or shall submit a letter of credit application in each case, as required by 

  
 79 













 the Issuing Bank and using such Issuing Bank’s standard form (each, a “Letter of Credit
Agreement”). A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrowers shall be deemed to represent and warrant that), after giving
effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $225,000,000, (ii) no Revolving Lender’s Revolving Exposure shall exceed its Revolving Commitment, (iii) the Aggregate
Revolving Exposure shall not exceed the lesser of the Aggregate Revolving Commitment and the Revolving Borrowing Base and (iv) the Canadian Revolving Exposure shall not exceed the Canadian Sublimit. Notwithstanding the foregoing or anything to the contrary contained herein, no Issuing Bank shall be obligated
to issue or modify any Letter of Credit if, immediately after giving effect thereto, the outstanding LC Exposure in respect of all Letters of Credit issued by such Person and its Affiliates would exceed such Issuing Bank’s Issuing Bank
Sublimit. Without limiting the foregoing and without affecting the limitations contained herein, it is understood and agreed that the Borrower Representative may from time to time request that an Issuing Bank issue Letters of Credit in excess of its
individual Issuing Bank Sublimit in effect at the time of such request, and each Issuing Bank agrees to consider any such request in good faith. Any Letter of Credit so issued by an Issuing Bank in excess of its individual Issuing Bank Sublimit then
in effect shall nonetheless constitute a Letter of Credit for all purposes of this Agreement, and shall not affect the Issuing Bank Sublimit of any other Issuing Bank, subject to the limitations on the aggregate LC Exposure set forth in clause
(i) of this Section 2.06(b). 
 (c) Expiration Date. Each Letter of Credit shall expire (or be subject to termination
or non-renewal by notice from the Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, including, without limitation, any automatic renewal provision, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date; provided that, if any Letter of Credit
is cash collateralized (or otherwise supported in a manner acceptable to the applicable Issuing Bank) in an amount equal to 102.5% (or 105% in the case of Letters of Credit denominated in Canadian Dollars) of the face amount of such Letter of Credit
prior to the Maturity Date as and when required by such Issuing Bank such Letter of Credit may expire after the Maturity Date (subject to the immediately preceding clause (i)). 

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and
without any further action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any
offset, abatement, withholding or reduction whatsoever. 
 (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement (in the currency of such Letter of Credit or, if the Issuing Bank shall
so elect, in Dollars equal to the Dollar Equivalent of such LC Disbursement) not later 

  
 80 













 
than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Borrower Representative receives such notice; provided that, if such LC Disbursement is
greater than or equal to the Dollar Equivalent of $1,000,000 the Borrowers may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with an ABR Revolving
Borrowing or a Canadian Prime Rate Borrowing (in the case of any LC Disbursement denominated in Canadian Dollars), or Swingline Loan in the applicable Agreed Currency or a Dollar Equivalent and, to the extent so financed, the Borrowers’
obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing or Canadian Prime Rate Borrowing, as applicable, or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative
Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving
Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply,
mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to
reimburse the Issuing Bank, then to such Lenders and the Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans, Canadian Prime Rate Borrowing or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement. 

(f) Obligations Absolute. The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in paragraph
(e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or
enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) any payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such
Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff
against, the Borrowers’ obligations hereunder. None of the Administrative Agent, the Revolving Lenders, the Issuing Bank or any of their respective Related Parties, shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or 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 (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising
from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to special, indirect,
consequential or punitive damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that are caused by the Issuing Bank’s failure to exercise care when determining
whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the Issuing Bank (as finally
determined by a court of competent jurisdiction), the Issuing Bank shall be deemed to have exercised care in each 

  
 81 













 such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties
agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or information to the contrary, or 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. 

(g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable Borrower by telephone (confirmed by fax or through Electronic Systems) of such demand for payment and whether
the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the Issuing Bank and the Revolving Lenders
with respect to any such LC Disbursement. 
 (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless
the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that
the Borrowers reimburse such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans or Canadian Prime Rate Revolving Loans, as applicable, and such interest shall be payable on the date when such reimbursement is due;
provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

 (i) Replacement and Resignation of an Issuing Bank. (i) The Issuing Bank may be replaced at any time by written agreement
among the Borrower Representative, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving Lenders of any such replacement of the Issuing Bank. At the time any such
replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (A) the successor
Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (B) references herein to the term “Issuing Bank” shall be deemed to refer to
such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

 (ii) Subject to the appointment and acceptance of a successor Issuing Bank, the Issuing Bank may resign as an Issuing Bank at any time
upon thirty days’ prior written notice to the Administrative Agent, the Borrower Representative and the Lenders, in which case, such resigning Issuing Bank shall be replaced in accordance with clause (i) of Section 2.06(i) above. 

(j) Cash Collateralization. If any Event of Default shall occur and be continuing, on the Business Day that the Borrower Representative
receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure) demanding the deposit of
cash 

  
 82 













 collateral pursuant to this paragraph, the Borrowers shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 102.5% (or 105% in the case of Letters of Credit denominated in Canadian Dollars)
of the Dollar Equivalent amount of the LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become
immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i) of Article VII. Such Borrower also shall deposit cash
collateral in accordance with this paragraph as and to the extent required by Sections 2.10(b), 2.11(b) or 2.20. Each such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations.
The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral Account
and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the
Borrowers’ risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent
to reimburse the Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if
the maturity of the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other Secured Obligations. If the Borrowers are
required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three (3) Business Days after all
such Events of Defaults have been cured or waived as confirmed in writing by the Administrative Agent. If the Borrowers are required to provide an amount of cash collateral hereunder under Section 2.22, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrowers as requested by the Borrowers so long as LC Exposure of the applicable Defaulting Lender has been fully reallocated or eliminated. 

(k) Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each Issuing Bank (other than
the Administrative Agent acting in such capacity) shall, in addition to its notification obligations set forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic activity (for such period or recurrent periods
as shall be requested by the Administrative Agent) in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions, amendments and renewals, all expirations and cancelations and all disbursements and reimbursements,
(ii) reasonably prior to the time that such Issuing Bank issues, amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or extension, and the stated amount of the Letters of Credit issued, amended, renewed
or extended by it and outstanding after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which such Issuing Bank makes any LC Disbursement, the
date and amount of such LC Disbursement, (iv) on any Business Day on which any Borrower fails to reimburse an LC Disbursement required to be reimbursed to such Issuing Bank on such day, the date of such failure and the amount of such LC
Disbursement, and (v) on any other Business Day, such other information as the Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing Bank. 

(l) LC Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms of
any document related thereto, provides for one or more automatic increases in the stated amount thereof 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 the time of determination. 

  
 83 













 (m) Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter
of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,”
or the like of or for such Letter of Credit, and without derogating from any rights of the Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrowers
(i) shall reimburse, indemnify and compensate the Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of a Borrower and
(ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. Each Borrower hereby acknowledges that the
issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrowers, and that each Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. 

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by such Lender hereunder on the proposed date
thereof solely by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such
Lender’s Applicable Percentage; provided that, and Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower Representative by promptly crediting the funds so
received in the aforesaid account of the Administrative Agent to the Funding Account; provided that ABR Revolving Loans and or Canadian Prime Rate Loans made to finance the reimbursement of (i) an LC Disbursement as provided in
Section 2.06(e) shall be remitted by the Administrative Agent to the Issuing Bank and (ii) a Revolving Protective Advance shall be retained by the Administrative Agent. 
 (b) Unless the
Administrative Agent shall have received notice from a Revolving Lender
prior to the proposed date of any Borrowing that such Revolving
Lender will not make available to the Administrative Agent such Revolving Lender’s share of such Borrowing, the Administrative Agent may assume that such
Revolving Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount. In such event, if a Revolving
Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable
Revolving Lender and the Borrowers each severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including
the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of
such Revolving Lender, the greater of the NYFRB Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Bank of Canada overnight rate in the case of Loans denominated in Canadian Dollars) and (ii) in the
case of the Borrowers, the interest rate applicable to ABR Loans. If such Revolving Lender pays such amount to the Administrative Agent, then such amount shall constitute
such Revolving Lender’s Loan included in such Borrowing,
provided, that any interest received from a Borrower by the Administrative Agent during the period beginning when Administrative Agent funded the Borrowing until
such Revolving Lender pays such amount shall be solely for the
account of the Administrative Agent. 
 SECTION 2.08.Interest Elections. (a) Each Borrowing initially shall be of the
Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing or CDORTerm Benchmark Borrowing, shall have an initial Interest Period as specified in
such Borrowing Request. 

  
 84 













 Thereafter, the Borrower Representative may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a Eurodollar Borrowing or
CDORTerm Benchmark Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings
or Revolving Protective Advances, which may not be converted or
continued. 
 (b) To make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent (or FILO Agent, as applicable) of such election either in writing (delivered by hand or fax) by delivering an Interest
Election Request signed by a Responsible Officer of the Borrower Representative (or in the case of a Revolving Borrowing, through Electronic System if
arrangements for doing so have been approved by the Administrative Agent (or if an Extenuating Circumstance shall exist, by
telephone)) by the time that a Borrowing Request would be required
under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such Interest Election Request shall be irrevocable and each such telephonic
Interest Election Request, if permitted (which for the avoidance of doubt is not permitted with respect to FILO Term
Loans), shall be confirmed immediately upon the cessation of the Extenuating Circumstance by hand delivery, Electronic System or facsimile to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by a Responsible Officer of the Borrower Representative. 

(c) Each written (or if permitted, telephonic) Interest Election Request (including requests submitted through Electronic System) shall specify
the following information in compliance with Section 2.02: 
 (i) the name of the applicable Borrower and the Borrowing to which such
Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to
clauses (iii) and (iv) below shall be specified for each resulting Borrowing); 
 (ii) the effective date of the election made
pursuant to such Interest Election Request, which shall be a Business Day; 
 (iii) the Agreed Currency of such Borrowing and whether the
resulting Borrowing is to be an ABR Borrowing or a
EurodollarTerm
Benchmark Borrowing, in the case of a Borrowing by a Borrower, or a CDOR Borrowing or a Canadian Prime Rate Borrowing, in the case of a Borrowing by a Canadian Borrower; and 

(iv) if the resulting Borrowing is a
EurodollarTerm
Benchmark Borrowing or a CDOR Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term
“Interest Period”. 
 If any such Interest Election Request requests a EurodollarTerm Benchmark Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of one month’s duration. 

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of
such Lender’s portion of each resulting Borrowing. 

  
 85 













 (e) If the Borrower Representative fails to deliver a timely Interest Election Request with
respect to a EurodollarTerm
Benchmark Borrowing or a CDOR Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period
such Borrowing shall be converted to an ABR Borrowing or a Canadian Prime Rate Borrowing, respectively. Notwithstanding any contrary provision
hereof, (x) if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a
EurodollarTerm
Benchmark Borrowing or
CDORand (ii) unless repaid, each Term Benchmark Borrowing denominated in Dollars shall be converted to an ABR
Borrowing, and each CDOR Borrowing shall be converted into a Canadian Prime Rate Borrowing, at the end of the Interest Period applicable thereto and (y) if an Event of Default has occurred and is continuing and the FILO Agent, at the request of
the Required FILO Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing and (ii) unless repaid, each EurodollarTerm Benchmark Borrowing denominated in Dollars shall be converted to an ABR Borrowing, and each CDOR
Borrowing shall be converted into a Canadian Prime Rate Borrowing, at the end of the Interest Period applicable thereto. 
 SECTION
2.09.Termination and Reduction of Commitments; Expansion Option. 
 (a) Termination and Reduction of Commitments. 

(i) Unless previously terminated,
the Aggregate Revolving Commitments shall terminate on the Maturity
Date; provided, for the avoidance of doubt, (x) on March 1, 2023, the First Amendment Temporary Increase Commitments shall be automatically and permanently reduced and terminated to the extent set forth and as
reflected in sub-section (b) of the Commitment Schedule and (y) on the First Amendment Increase Termination Date the First Amendment Temporary Increase Commitments shall be automatically and permanently reduced and terminated in full, as
reflected in sub-section (c) of the Commitment Schedule. 
 (ii) The
Borrowers may at any time terminate the Aggregate Revolving Commitments upon the Payment in Full of the Secured
Obligations. 
 (iii) The Borrowers may from time to time reduce
the Aggregate Revolving Commitments; provided that (A) each
reduction of the Aggregate Revolving Commitments shall be in a
Dollar Equivalent that is an integral multiple of $1,000,000 and not less than $5,000,000 and (B) the Borrowers shall not terminate or reduce
the Aggregate Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the Aggregate Revolving Exposure would exceed the lesser of the Aggregate Revolving Commitment and the
Revolving Borrowing Base. 

(iv) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph (a)(ii) or (a)(iii) of this
Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of
the Aggregate Revolving Commitments delivered by the Borrower Representative may state that such notice is
conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified
effective date) if such condition is not satisfied. 

  
 86 













 Any termination or reduction of the
Aggregate Revolving Commitments shall be permanent. Each reduction of the
Aggregate Revolving Commitments shall be made ratably among the
Lenders in accordance with their respective Revolving Commitments; provided, with respect to the First Amendment Temporary Increase Commitments, any such termination or reduction shall be made ratably only among the Lenders with First Amendment
Temporary Increase Commitments, in accordance with their respective First Amendment Temporary Increase Commitments at such time. 

(b) Expansion of
Commitments. 
 (i) The Borrower Representative may from time to time elect to increase the Revolving Commitments or enter into first-in-last-out term loans or revolving loans (each an
“Incremental FILO Loan”) so long as no other “first-in, last-out” facility under this Agreement may then be in effect, in each case in minimum increments of $5,000,000 so long as, after giving effect
thereto, the aggregate Dollar Equivalent of such increases and all such Incremental FILO Loans (in the case of first-in-last-out revolving loans, taking into account the full amount of the commitments to make such loans) does not exceed
$375,000,000. The Borrower Representative may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental FILO Loans, an
“Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”;
provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Commitments, or to participate in such Incremental FILO Loans, or provide new Revolving Commitments, as
the case may be; provided that (A) each Augmenting Lender shall be subject to the approval of the Borrower Representative, the Administrative Agent and, in the case of any increase in the Revolving Commitments, each
Issuing Bank and the Swingline Lender (not to be unreasonably withheld, delayed or conditioned in the case of the Administrative Agent, each Issuing Bank and the Swingline Lender), (B) with respect to any increase in the Revolving Commitments,
(1) in the case of an Increasing Lender, the Borrower Representative and such Increasing Lender execute an agreement substantially in the form of Exhibit B-1 hereto, and (2) in the case of an Augmenting Lender, the Borrower Representative
and such Augmenting Lender execute an agreement substantially in the form of Exhibit B-2 hereto and (C) with respect to any Incremental FILO Loans, an Incremental FILO Amendment shall be executed and delivered by the parties
thereto. No consent of any Lender (other than the Lenders participating in the increase or any
Incremental FILO Loan) shall be required for any increase in Revolving Commitments or Incremental FILO Loan pursuant to this Section 2.09(b). 

(ii) Increases and new Revolving Commitments and Incremental
FILO Loans created pursuant to this Section 2.09(b) shall become effective on the date agreed by the Borrower Representative, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall
notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental FILO Loans shall become effective under this paragraph
unless: 
 (A) on the proposed date of the effectiveness of such increase or Incremental FILO Loans, the conditions set forth in Section 4.02 shall be satisfied or waived by the
Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower Representative; and 


  
 87 













 (B) any
other documentary conditions precedent agreed among the Borrower Representative, the Administrative Agent, the Increasing Lenders and Augmenting Lenders, as applicable, have been satisfied or waived. 
 (iii) On the
effective date of any increase in the Revolving Commitments being made, (A) each relevant Increasing
Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after
giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the then outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving
Loans, and (B) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with
related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (B) of the
immediately preceding sentence shall be
accompanied by payment of all accrued interest on the amount prepaid and that, in respect of each Eurodollar Loan, shall be subject to
indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods unless waived by the applicable Increasing Lenders and Augmenting Lenders.
 

(iv) The Incremental FILO Loans (a) shall rank junior in
right of payment to the Obligations in respect of the Revolving Commitments, including (without limitation) pursuant to Section 2.10(b) and 2.18(b) (but may be paid prior to Banking Services and Swap Obligations), (b) shall
only be voluntarily prepaid (and, if applicable, commitments therefor reduced) if Payment Conditions applicable to prepayments of Indebtedness and Restricted Payments and other conditions reasonably
acceptable to the Administrative Agent are satisfied, and (c) shall not mature or require any mandatory prepayment (other than with proceeds of real property collateral, if any, that is not securing the Revolving Loans) earlier than the
Maturity Date (but, in the case of a term loan, may have customary amortization payments acceptable to the Administrative Agent), (d) shall not be guaranteed or otherwise supported by any Person that is not a Loan Party, (e) except for
real property, shall not be secured by collateral that does not constitute Collateral securing the other Secured Obligations (which Liens may be (x) pari passu with the Liens securing the Obligations in respect of the Revolving Commitments, subject to clause (iv)(a) above and intercreditor terms satisfactory
to the Administrative Agent, or (y) be secured by Liens on the Collateral on a junior basis with the Liens securing the Obligations in respect of the Revolving Commitments, subject to intercreditor terms satisfactory to the Administrative
Agent), (f) shall be subject to a borrowing base limiting the maximum principal amount thereof, which borrowing base shall only include asset categories that are also included in the Borrowing Base at such time; it being understood that the
advance rates applicable to any Incremental FILO Loans shall be reasonably satisfactory to the Administrative Agent but in no event shall the advance rates against Inventory and Credit Card Receivables, when taken together with the advance rates
against Inventory and Credit Card Receivables, respectively, in the Borrowing Base for Revolving Loans, exceed 105%, and (g) shall be treated no more favorably than the Revolving Loans (other than with respect to provisions that are applicable
to term loans and not customarily applicable to asset based revolving loans, and other provisions customary for a first-in-last-out loan); provided that (i) the terms and conditions applicable to any tranche of Incremental FILO Loans maturing
after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date, (ii) the Incremental FILO Loans may be subject to different
or additional voting and assignment provisions to the extent that they apply solely to matters involving the Incremental FILO Loans that do not impact the Revolving Loans or Revolving Lenders (provided that assignment of Incremental FILO Loans shall
be subject to the consent of the Administrative Agent), and (iii) the 

  
 88 













 Incremental FILO Loans may
have pricing and other economic terms that are different from the Revolving Loans. Incremental FILO Loans shall be made hereunder pursuant to an amendment or restatement (an “Incremental FILO Amendment”) of this
Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental
FILO Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions
of this Section 2.09(b), including any changes necessary to implement any Incremental FILO Loans, to establish a Borrowing Base applicable to the Incremental FILO Loans, to reflect any applicable Incremental FILO Push-Down Reserve, to reflect
the addition of any new Collateral and to include appropriately the Lenders holding any Incremental FILO Loans in any determination of the Required Lenders and Lenders, in each case subject to the limitations described in this Section 2.09(b).
After the effective date of any Revolving Commitment increase or addition of Incremental FILO Loans, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and
shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. 
 (v) Nothing
contained in this Section 2.09(b) shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment or Incremental FILO Loans hereunder, or provide Incremental FILO Loans, at any time.
In connection with any increase of the Revolving Commitments pursuant to this Section 2.09(b), any Augmenting Lender becoming a party hereto shall (A) execute such documents and agreements as the Administrative Agent may reasonably request
and (B) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other
information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and
regulations, including without limitation, the Patriot
Act. The FILO Term Loan Commitments shall terminate upon the making of the FILO Term Loan. 
 SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) The Borrowers hereby
unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date
and
, (ii) to the Administrative Agent the then unpaid amount of
each Revolving Protective Advance on the earlier of the Maturity
Date and demand by the Administrative Agent and (iii) to the FILO Agent for the account of each FILO Term Loan Lender, the then unpaid principal amount of each FILO Term Loan and FILO Protective Advance, together with all accrued
and unpaid interest thereon, on the FILO Maturity Date. The Borrowers will repay to the FILO Agent for the account of each FILO Term Loan Lender on the last day of each Fiscal Quarter of the Borrowers, commencing with the last Business Day of the
Fiscal Quarter of the Borrowers ending on or about February 25, 2023, an aggregate principal amount equal to 1.25% of the aggregate principal amount of the FILO Term Loans outstanding on the First Amendment Funding Date.

 (b) At all times during a Cash Dominion Period, on each Business Day, the Administrative Agent shall apply all funds
credited to any Collection Account on such Business Day or the immediately preceding Business Day (at the discretion of the Administrative Agent, whether or not immediately available), first to prepay any Revolving Protective Advances that may be outstanding and second to
prepay the Revolving Loans (including Swingline Loans) (without any reduction of Revolving Commitments) and to cash collateralize outstanding LC Exposure. 

  
 89 













 (c) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the Indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 

(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan (other than FILO Term Loans) made hereunder, the Class and Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender’s share thereof. The FILO Agent shall maintain accounts in which it shall record (i) the amount of
each FILO Term Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to each FILO Term Loan
Lender hereunder and (iii) the amount of any sum received by the FILO Agent hereunder for the account of the FILO Term Loan Lenders and each FILO Term Loan Lender’s share thereof.

 (e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima
facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any
Lender, the FILO Agent or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. 

(f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and
deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative
Agent (or the FILO Agent with respect to the FILO Term Loan).Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such
form. 

(g)
 Each payment (including each prepayment) by the Borrowers on account of
principal of and interest on the FILO Term Loans shall be made ratably according to the respective outstanding principal amounts of the FILO Term Loans then held by the FILO Term Loan Lenders of such FILO Term Loans, except as otherwise expressly
provided by this Agreement as in effect from time to time. Amounts so repaid (or prepaid) on account of the FILO Term Loans may not be reborrowed. 

SECTION 2.11.Prepayment of
Loans. 

(a) Optional Prepayments. The Borrowers shall have the right at any time and from time to time to (i) prepay any Revolving Borrowing in whole or in part, subject to prior notice in accordance with paragraph (cg
) of this Section and, if applicable, payment of any break funding expenses under Section 2.16 and
(1) prepay any FILO Term Loan in whole or in part, subject to prior notice in accordance with paragraph
(g) of this Section, payment of the FILO Applicable Premium, accrued interest to the extent required by Section 2.13 and, if applicable, payment of any break funding expenses under Section 2.16; provided, that prior to the Discharge
of Revolving Obligations, no portion of the principal of any FILO Term Loan may be voluntarily prepaid
(but, for the avoidance of doubt, any FILO Term Loan shall be permitted to be paid in accordance with Sections
2.01(b), 2.10(a) and 2.11(b)). Each such prepayment of the FILO Term Loan shall be applied ratably against the remaining
installments of principal due on the FILO Term Loan. Any voluntary prepayment shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding of the
applicable Class of Loans. 

  
 90 














(b) Mandatory Prepayments:
¶ 

(i) Within 5 (five) Business Days after the consummation of (A) any Disposition permitted pursuant to Section 6.05(k), the Borrowers
shall prepay the principal of FILO Term Loans in an amount equal to 75% of the Net Cash Proceeds from such Disposition, (B) any Disposition permitted pursuant to Section 6.05(e), the Borrowers shall prepay the principal of FILO Term Loans in an
amount equal to 50% of the Net Cash Proceeds from such Disposition, (C) any Disposition permitted pursuant to Section 6.05(l) after the 120th day following the First Amendment Effective Date, the Borrowers shall prepay the principal of FILO Term
Loans in an amount equal to 100% of the Net Cash Proceeds from such Disposition, (D) any Disposition of the Subject Division, the Borrowers shall prepay the principal of FILO Term Loans in an amount equal to $75,000,000 (and, for the avoidance of
doubt, the Borrowers shall be permitted to make such payment notwithstanding any other provision herein to the contrary), and (E) any other Disposition (other than any Disposition described in Section 6.05(a), (b), (c), (d), (e), (f), (g), (h), (j),
(k) or (l)), the Borrowers shall prepay the FILO Term Loans in an amount equal to 100% of the Net Cash Proceeds from such Dispositions of Specified Collateral. 

(ii) (b) In the event
and on such occasion that (i) the Aggregate Revolving Exposure exceeds the lesser of (x) the Aggregate Revolving Commitment and
(y) the Revolving Borrowing Base or (ii) the Canadian Revolving Exposure exceeds the Canadian Sublimit,
then the Borrowers shall immediately prepay first any Revolving Protective Advances that may be
outstanding and second the Revolving Loans, LC Exposure and/or Swingline Loans or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate amount equal to such
excess. 

(iii) In the event the aggregate amount of the FILO Term Loans exceeds the FILO Borrowing Base at such time, then the Borrowers will on such
Business Day repay outstanding FILO Term Loans in the aggregate amount equal to such excess, provided that prior to the Discharge of Revolving Obligations, no such repayment shall be required under this Section 2.11(b)(iii) so long as the
Administrative Agent shall have implemented the requisite FILO Deficiency Reserve. 
 (iv) Within 5
(five) Business Days after the consummation of any Disposition of the Subject Division, the Borrowers shall prepay the principal of Revolving Loans in an amount equal to (x) the NOLV of Inventory Disposed of in such Disposition of the Subject
Division, plus (y) the net book value of any other ABL Assets Disposed of in such Disposition of the Subject Division. 

Notwithstanding anything
to the contrary in this Agreement or any other Loan Document, as long as any portion of a FILO Term Loan is outstanding, the Administrative Agent shall implement and maintain the FILO Deficiency Reserve, if applicable. For the purposes of
determining the FILO Deficiency Reserve, each of the FILO Term Loan Secured Parties (as defined in Schedule 9.23) and the Loan Parties agrees 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, unless 

  
 91 














the Administrative Agent is notified in
writing by the FILO Agent that such calculation is inaccurate and providing the Administrative Agent and the Borrowers with the correct calculation, prepared in good faith, of the FILO Deficiency Reserve (a “FILO Deficiency Reserve Correction
Notice”), and, in such event, the Administrative Agent shall be entitled to rely solely on the calculation of the FILO Deficiency Reserve made by the FILO Agent as reflected in the FILO Deficiency Reserve Correction Notice. Upon receipt by the
Administrative Agent of a Borrowing Base Certificate or a FILO Deficiency Reserve Correction Notice, as applicable, the Administrative Agent shall have a two (2) Business Day period of time to implement any FILO Deficiency Reserve or any
adjustments to the FILO Deficiency Reserve then in effect as set forth in such Borrowing Base Certificate or such FILO Deficiency Reserve Correction Notice, as the case may be, and shall thereafter maintain such FILO Deficiency Reserve until further
adjustment, if any, pursuant to receipt of a subsequent Borrowing Base Certificate or FILO Deficiency Reserve Correction Notice. Each of the FILO Agent, on behalf of the FILO Term Loan Secured Parties, and the Loan Parties agrees that no Revolving
Secured Party (as defined in Schedule 9.23) shall have any liability for relying on the calculation of the FILO Deficiency Reserve as set forth in a Borrowing Base Certificate delivered by the Borrowers or in any FILO Deficiency Reserve Correction
Notice delivered by the FILO Agent, as the case may be. Each of the FILO Agent, on behalf of the FILO Term Loan Secured Parties, and the Loan Parties agrees that in the event of any discrepancy or dispute between the FILO Term Loan Secured Parties
and the Loan Parties as to the amount of the FILO Deficiency Reserve, the Revolving Secured Parties shall rely (and shall be entitled to rely) solely on the calculation of the FILO Deficiency Reserve as determined by the FILO Term Loan Secured
Parties and shall have no liability to any Person for doing so. In all cases, the Revolving Borrowing Base and the FILO Borrowing Base shall be calculated based upon the most recent Borrowing Base Certificate received by the Administrative Agent
pursuant to Schedule 9.23 or FILO Deficiency Reserve Correction Notice received by the Administrative Agent from the FILO Agent prior to the making of any Loan or other advance or extension of credit (it being understood and agreed that the use of
cash collateral in a proceeding under any federal, state, provincial or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect as to which the Revolving Secured Parties have not given their consent (and as to which
the Revolving Secured Parties have contested in good faith) shall not constitute a funding of a Loan or other advance or extension of credit). 

(c)
In connection with each of (i) the partial reduction of the First Amendment Temporary Increase Commitments on March 1, 2023,
and (ii) the termination in full of the First Amendment Temporary Increase Commitments on the First Amendment Increase Termination Date, the Borrowers shall prepay outstanding Revolving Loans on each such date, in each case owing to Lenders
with a First Amendment Temporary Increase Commitment, in such amount as necessary to reduce such Lenders’ Applicable Percentages of the Aggregate Revolving Exposure in accordance with their respective Revolving Commitments after giving effect
to such reduction and termination. 

(d)
Each prepayment of the FILO Term Loan pursuant to this Section 2.11(b) shall be (A) applied against the remaining
installments of principal of the FILO Term Loan in the inverse order of maturity and (B) accompanied by payment
of the FILO Applicable Premium payable in
connection therewith. 
 (e) If, prior to
the date that is 36 months following the First Amendment Funding Date, (i) the Borrowers make any prepayment of the FILO Term Loans pursuant to Section 2.11(a) or Section 2.11(b) or (ii) the FILO Term Loans shall be accelerated
(whether as a result of an Event of Default, by operation of law or otherwise), including as a result of any Event of 

  
 92 














Default under clauses (h) or
(i) of Article VII, or there shall occur any satisfaction, release, payment, restructuring, reorganization, replacement, reinstatement, defeasance or compromise of any of the FILO Obligations in any bankruptcy, insolvency proceeding,
foreclosure (whether by power of judicial proceeding or otherwise) or deed in lieu of foreclosure or the making of a distribution of any kind in any bankruptcy or insolvency proceeding to any FILO Agent or any FILO Term Loan Lender in full or
partial satisfaction of the FILO Obligations (each of the foregoing, a “Premium Event”), then in each case the Borrowers shall pay to the FILO Agent, for the ratable account of each applicable FILO Term Loan Lender, the applicable FILO
Applicable Premium with respect to the aggregate principal amount of FILO Term Loans being prepaid, refinanced, amended, accelerated, satisfied, released, restructured, reorganized, replaced, reinstated, defeased or compromised, as applicable (such
FILO Term Loans being “Prepaid” pursuant to each of the foregoing actions). 
 (f)
Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that if any FILO Term Loans are accelerated (whether as a result of the occurrence and continuance of any Event of Default, by
operation of law or otherwise), any FILO Applicable Premium applicable thereto pursuant to Section 2.11(f), determined as of the date of acceleration, will also be immediately due and payable as though the applicable FILO Term Loans were
prepaid as of such date and shall constitute part of the FILO Obligations for all purposes herein. The FILO Applicable Premium, if any, shall also be payable in the event the FILO Obligations (and/or this Agreement) are satisfied or released by
foreclosure (whether by power of judicial proceeding), by deed in lieu of foreclosure or by any other similar means. THE LOAN PARTIES EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE
COLLECTION OF THE FILO APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The parties hereto further acknowledge and agree that the FILO Applicable Premium is not intended to act as a penalty or to punish the Loan Parties for any repayment
or prepayment of the FILO Term Loans. The Loan Parties expressly agree that (i) the FILO Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel,
(ii) the FILO Applicable Premium, if any, shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the FILO Term Loan Lenders and the Loan Parties
giving specific consideration in this transaction for such agreement to pay the FILO Applicable Premium, if any, (iv) the Loan Parties shall be estopped hereafter from claiming differently than as agreed to in this Section 2.11(f),
(v) their agreement to pay the FILO Applicable Premium is a material inducement to the FILO Term Loan Lenders to make the FILO Term Loans, and (vi) the FILO Applicable Premium represents a good-faith, reasonable estimate and calculation of
the lost profits or damages of the FILO Term Loan Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to any FILO Term Loan Lender or profits lost by such FILO Term Loan Lender as a result of
any Premium Event. 

(g) (c) The Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a
Swingline Loan, the Swingline Lender or in the case of prepayment of the FILO Term Loan, the FILO Agent) by telephone (confirmed by fax) or through Electronic System of any prepayment hereunder not
later than 12:00 noon New York City time (A) in the case of prepayment of a Eurodollar Borrowing or CDORTerm Benchmark Borrowing, three (3) Business Days before the date of
prepayment, or (B) in the case of prepayment of an ABR Borrowing, or Canadian Prime Rate Borrowing on the date of prepayment. Each such notice shall be irrevocable 

  
 93 













 and shall specify the prepayment date and the principal amount of each Borrowing or portion
thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09(a), then such notice of prepayment may be
revoked if such notice of termination is revoked in accordance with Section 2.09(a). Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Promptly following receipt of any such notice relating to FILO Term Loan, the FILO Agent shall advise the FILO Term Loan Lenders of the
contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as
provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by
Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any). 

SECTION 2.12. Fees. (a) The Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee,
which shall accrue at the Applicable Rate on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including the Restatement Effective Date to but excluding the date on which the Aggregate Revolving Commitments terminate. Accrued commitment fees shall be
payable in arrears on the first Business Day of each January, April, July and October and on the date on which the
Aggregate Revolving Commitments terminate, commencing on the first such date to occur after the date hereof. All
commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of this Section 2.12(a), Available Revolving
Commitment of each Lender shall be calculated based on the Swingline Exposure of such Lender calculated assuming that all of the Lenders have funded their participations in all Swingline Loans outstanding at such time. For the purposes of the
Interest Act (Canada), the yearly rate of interest to which any rate calculated on the basis of a period of time different from the actual number of days in the year (360 days, for example) is equivalent is the stated rate multiplied by the
actual number of days in the year (365 or 366, as applicable) and divided by the number of days in the shorter period (360 days, in the example). 

(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to EurodollarTerm Benchmark Revolving Loans and CDOR Revolving Loans on the average daily
Dollar Equivalent of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Restatement Effective Date to but excluding the later of the date on which
such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily
Dollar Equivalent of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by the Issuing Bank during the period from and including the Restatement Effective Date to
but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing Bank’s standard fees and commissions with respect to the issuance, amendment,
cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of each calendar quarter shall be
payable on the first Business Day of each January, April, July and October following such last day, commencing on the first such date to occur after the Restatement Effective Date; provided that all such fees shall be payable on the date on
which the Aggregate Revolving Commitments terminate and any such fees accruing after the date on which the Aggregate Revolving Commitments terminate shall be payable on demand. Any other
fees payable to the Issuing Bank pursuant to this paragraph shall be payable within twenty (20) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day). 

  
 94 













 (c) The Borrowers agree to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the Borrowers and the Administrative Agent, including, for
the avoidance of doubt, pursuant to the First Amendment Fee Letter. 

(d) The Borrowers agree to pay to the FILO Agent, for its own account and/or for the account
of the FILO Term Loan Lenders the fees in the amounts and on the dates set forth in the FILO Fee Letter. 

(e) (d) All fees payable hereunder shall be paid on the dates due, in
Dollars in immediately available funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be
refundable under any circumstances. 
 SECTION 2.13. Interest. (a) The Loans comprising ABR Borrowings (including
Swingline Loans) and each Protective Advance shall bear interest at the ABR plus the Applicable Rate; provided, that the FILO
Protective Advance shall bear interest at the ABR plus the Applicable Rate for FILO Term Loans.
The Revolving Loans comprising Canadian Prime Rate Borrowings shall
bear interest at the Canadian Prime Rate plus the Applicable Rate. 
 (b) The Loans comprising each EurodollarTerm Benchmark Borrowing shall bear interest at the Adjusted
LIBOTerm
SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. The Loans comprising each CDOR Rate Borrowing shall bear interest at the CDOR Rate for the Interest
Period in effect for such Borrowing plus the Applicable Rate. 
 (c) [Reserved]With respect to the FILO Term
Loan Facility, each FILO Term Loan comprising (i) ABR Borrowings shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at the ABR plus the Applicable Rate and (ii) Term Benchmark
Borrowings shall bear interest at the Adjusted Term SOFR Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate. Notwithstanding any contrary provision of this Section 2.13 (but subject to Sections 2.08(e) and 2.14),
the FILO Term Loans shall, at the end of any applicable Interest Period, be automatically continued as a single Term Benchmark Borrowing with an Interest Period of three months unless the Borrowers otherwise elect. 
 (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the
case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section, (ii) in the case of any other amount due in Dollars, 2% plus the rate applicable to ABR Loans as
provided in paragraph (a) of this Section and (iii) in the case of any other amount due in Canadian Dollars, 2% plus the rate applicable to Canadian Prime Rate Loans as provided in paragraph (a) of this Section. 

  
 95 













 (e) Accrued interest on each Loan (for ABR Loans and Canadian Prime Rate Loans, accrued
through the last day of the prior calendar month) shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of
the Aggregate Revolving Commitments or, with respect to the FILO Term Loans, the FILO Maturity Date; provided that (i) interest accrued pursuant
to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan or Canadian Prime Rate Loan prior to the end of the Availability Period),
accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan or CDORTerm
Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 

(f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to (i) the
Alternate Base Rate and the Canadian Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (ii) the CDOR Rate shall be computed on the basis of a year of 365 days, and in each case shall be payable for
the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBOTerm SOFR Rate, LIBOTerm SOFR Rate, Daily Simple SOFR,
Canadian Prime Rate or CDOR Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. 

SECTION 2.14. Alternate Rate of Interest; Illegality. 

(a) If prior to the commencement of any Interest Period for a
Eurodollar Borrowing or CDOR Borrowing (and no Benchmark Transition Event has occurred)Subject to clauses (b), (c),
(d), (e), and (f) of this Section 2.14, if: 
 (i) the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) (A) prior to
commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate, the
LIBOTerm SOFR Rate or CDORthe Term SOFR Rate, as applicable (including, without limitation, by means of an Interpolated Rate or because the LIBO Screen Rate or CDOR
ScreenTerm SOFR Reference Rate is not available or
published on a current basis), for such Interest Period or (B) at any time, that adequate and reasonable means do not exist for ascertaining the applicable Daily Simple SOFR; or 

(ii) the Administrative Agent is advised by the Required Lenders
that (A) prior
to the commencement of any Interest Period for a Term Benchmark Borrowing or the Adjusted LIBO Rate, the LIBO Rate or CDORTerm
SOFR Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in
such Borrowing for such Interest Period; or
(B) at any time, the Daily Simple SOFR will not adequately and fairly reflect the cost to such Lenders
(or Lender) of making or maintaining their Loans (or Loan) included in such Borrowing;

 then the Administrative Agent shall give notice thereof to the Borrower
Representative and the Lenders through Electronic System as provided in Section 9.01 as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving
rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing or CDOR
Borrowing shall be ineffective and any such Eurodollar Borrowing or CDOR Borrowing shall be repaid or converted into an ABR Borrowing or Canadian Prime Rate Borrowing, respectively, on the last day of the then current Interest Period
applicable thereto, and (B) if any Borrowing Request requests a Eurodollar
Borrowing or CDOR Borrowing, such Borrowing shall be made as an ABR Borrowing or Canadian Prime Rate Borrowing, respectively. 
  

  
 96 













 (b) If no
Benchmark Transition Event has occurred and any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted
that it is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing or
CDOR Borrowing, 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 Borrower Representative through the Administrative Agent, any obligations of such Lender to make, maintain, fund or continue Eurodollar Loans or CDOR Loans, or to convert ABR Borrowings to Eurodollar Borrowings or Canadian Prime Rate Borrowings to CDOR Borrowings, will be suspended until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to
such determination no longer exist. Upon receipt of such notice, the Borrowers will upon demand from such Lender (with a copy to the Administrative Agent), either convert or prepay all Eurodollar Borrowings of such Lender to ABR Borrowings or all CDOR Borrowings of such Lender to Canadian Prime Rate Borrowings, as applicable, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Borrowings or CDOR Borrowings to
such day, or immediately, if such Lender may not lawfully continue to maintain such
Loans. Upon any such conversion or prepayment, the Borrowers will also pay accrued
interest on the amount so converted or
prepaid.
 

then the Administrative Agent shall give
notice thereof to the Borrower Representative and the Lenders through Electronic System as provided in Section 9.01 as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Borrower Representative and the
Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the Borrowers deliver a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing
Request in accordance with the terms of Section 2.03, (1) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Term Benchmark Borrowing and any Borrowing Request that
requests a Term Benchmark Borrowing shall instead be deemed to be an Interest Election Request or a Borrowing Request, as applicable, for an ABR Borrowing or Canadian Prime Rate Borrowing, respectively on the last day of the then current Interest Period applicable thereto; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then all other Types of Borrowings shall
be permitted. Furthermore, if any Term Benchmark Loan is outstanding on the date of the Borrower Representative’s receipt of the notice from the Administrative Agent referred to in this Section 2.14(a) with respect to a Relevant Rate
applicable to such Loan, then until (x) the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the
Borrowers deliver a new Interest Election Request in accordance with the terms of Section 2.08 or a new Borrowing Request in accordance with the terms of Section 2.03, any Term Benchmark Loan shall on the last day of the Interest Period
applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), be converted by the Administrative Agent to, and shall constitute, an ABR Borrowing or Canadian Prime Rate Borrowing, respectively, on such
day. 

(b) (c) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition
Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, and its related
Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined 

  
 97 













 
in accordance with clause (1) or (2) of the
definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent
Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (32) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in
respect of any Benchmark setting at or after 5:00
pa.m. (New York CityChicago time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this
Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. 

(d) Notwithstanding anything to the contrary herein or in any
other Loan Document and subject to the proviso below in this paragraph, with respect to a Loan denominated in U.S. Dollars, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in
respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting and subsequent
Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document;
provided that, this clause (d) shall not
be effective unless the Administrative Agent has delivered to the Lenders and the Borrower Representative a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after the
occurrence of a Term SOFR Transition Event, and may do so in its sole discretion. 

(c) (e) In connection with the implementation of a Benchmark ReplacementNotwithstanding anything to
the contrary herein or in any other Loan Document, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything
to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan
Document. 

(d) (f) The Administrative Agent will promptly notify the Borrower Representative and the Lenders of (i) any occurrence of a Benchmark Transition Event, an Early Opt-in Election or an Other Benchmark Rate Election, as applicable, (ii) the implementation of any
Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (gf) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or
group of Lenders) pursuant to this Section 2.14, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from
taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as
expressly required pursuant to this Section 2.14. 

(e) (g) Notwithstanding anything to the contrary herein or in any
other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including
the Term SOFR or CDOR Rate) and either (a) any tenor for such Benchmark is not displayed on a screen or other information
service that publishes such 

  
 98 













 
rate from time to time as selected by the Administrative Agent in its reasonable discretion or (b) the regulatory supervisor for the administrator of such Benchmark has provided a public
statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or
after such time to remove such unavailable or non-representative tenor and (2) if a tenor that was removed pursuant to clause (i) above either (a) is subsequently displayed on a screen or information service for a Benchmark (including
a Benchmark Replacement) or (b) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of
“Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor. 
 (f) (h) Upon the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability
Period, the Borrower Representative may revoke any request for a Eurodollar Borrowing or CDORTerm Benchmark Borrowing of, conversion to or continuation of Eurodollar Loans or CDORTerm
Benchmark Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that the Borrower Representative will be deemed to have converted any request for
(1) a EurodollarTerm
Benchmark Borrowing denominated in U.S. Dollars into a request for a Borrowing of or conversion to ABR Loans or (2) a Loan denominated in Canadian Dollars into a request for a Borrowing
of or conversion to Canadian Prime Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of ABR based upon the then-current Benchmark or such tenor
for such Benchmark, as applicable, will not be used in any determination of ABR. Furthermore, if any Eurodollar Loan or CDORTerm Benchmark Loan is outstanding on the date of the Borrower
Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Relevant Rate applicable to such Loan, then until such time as a Benchmark Replacement for such Agreed Currency is implemented
pursuant to this Section 2.14, (i) if such
EurodollarTerm
Benchmark Loan is denominated in U.S. Dollars, then on the last day of the Interest Period applicable to such Loan (or the next succeeding Business Day if such day is not a Business Day), such
Loan shall be converted by the Administrative Agent to, and shall constitute, an ABR Loan denominated in U.S. Dollars on such day or (ii) if such Loan is denominated in Canadian Dollars, then on the last day of the Interest Period applicable to such
Loan (or the next succeeding Business Day if such day is not a Business Day), such Loan shall be converted by the Administrative Agent to, and shall constitute, a Canadian Prime Rate Loan on such day. 

(g) If prior to the first day of a calendar month regarding any reference to the Applicable
Rate for the FILO Term Loan, the FILO Agent reasonably determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Applicable Rate for the FILO Term Loan, the FILO
Agent shall give notice thereof to the Borrower Representative by telephone or telecopy as promptly as practicable thereafter and, until the FILO Agent notifies the Borrower Representative that the circumstances giving rise to such notice no longer
exist the FILO Term Loans shall bear interest with reference to the ABR and such interest shall be calculated as provided in Section 2.13(c)(i). 

(h) If prior to the commencement of any Interest Period for a CDOR Rate Borrowing: 

(i) the Administrative Agent determines in its Permitted Discretion (which determination shall be conclusive and binding absent manifest
error) that adequate and reasonable means do not exist for ascertaining the CDOR Rate (including because the CDOR Screen Rate
is not available or published on a current basis) for such Interest Period and the inability to ascertain such rate
is unlikely to be temporary; or 

  
 99 














(ii) the Administrative Agent is advised by the Required Lenders that the CDOR Rate for the
applicable Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans included in such Borrowing for such Interest
Period; 

then the Administrative Agent
shall give notice thereof to the Borrower Representative and the Lenders through Electronic System as provided in Section 9.01 as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and
the Lenders that the circumstances giving rise to such notice no longer exist, (A) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as,
a CDOR Rate Borrowing shall be ineffective and any such CDOR Rate Borrowing shall be repaid or converted into a Canadian Prime Rate Borrowing on the last day of the then current Interest Period applicable thereto, and (B) if any Borrowing Request requests a CDOR Rate
Borrowing, such Borrowing shall be made as a Canadian Prime Rate Borrowing. 
 (i)
If any
 Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any CDOR Rate
Borrowing, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to
take deposits of, Canadian Dollars in the
applicable interbank market, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, any obligations of such Lender
to make, maintain, fund or continue CDOR Rate Loans, as applicable, or to convert Canadian Prime Rate
Borrowings to CDOR Rate Borrowings will be suspended until such Lender
notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers will upon demand from such Lender (with a copy to the
Administrative Agent), either convert or prepay all CDOR Rate Borrowings of such Lender to Canadian Prime Rate
Borrowings, either on the last day of the Interest Period therefor, if such
Lender may lawfully continue to maintain such Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain
such Borrowings. Upon any such conversion or prepayment, the Borrowers will also pay accrued interest on the amount so converted or prepaid.

 SECTION 2.15. Increased Costs. (a) If any Change in Law shall: 

(i) impose, modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan
requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBOTerm SOFR Rate) or the Issuing Bank; 
 (ii) impose on any Lender or the Issuing Bank or the Londonapplicable offshore interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or 

(iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through
(e) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; 


  
 100 













 and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient
of making, continuing, converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such other Recipient of participating in, issuing or maintaining any
Letter of Credit or to reduce the amount of any sum received or receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender, the Issuing Bank
or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 

(b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the
effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of, or the Loans made by, or participations in Letters of
Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but
for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from
time to time the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any
such reduction suffered. 
 (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to
compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error.
The Borrowers shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within twenty (20) days after receipt thereof. 

(d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or
reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s
or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be
extended to include the period of retroactive effect thereof. 
 SECTION 2.16. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan or
CDORTerm Benchmark Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11, but subject to
the terms of Section 2.09(b)(iii)), (b) the conversion of any Eurodollar Loan or
CDORTerm Benchmark Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan or CDORTerm Benchmark Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.09(a)(iv) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan or CDORTerm
Benchmark Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19 or 9.02(d), then, in
any such event, the Borrowers shall compensate each Lender for the 

  
 101 













 
loss, cost and expense attributable to such event. In the case of a Eurodollar Loan or CDORTerm Benchmark Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such
EurodollarTerm
 Benchmark Loan had such event not occurred, at the Adjusted LIBOTerm SOFR Rate or CDOR Rate, as applicable, that would have been applicable to such Eurodollar Loan or CDORTerm Benchmark Loan, for the period from the date of such event to the last day
of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan or CDORTerm Benchmark Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the eurodollarapplicable offshore
interbank market (in the case of a EurodollarTerm Benchmark Loan other than a CDOR Loan) or for Canadian Dollar deposits of a
comparable amount and period form other banks in the Canadian interbank market (in the case of a CDOR Loan). A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be
delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within twenty (20) days after receipt thereof. 

SECTION 2.17. Withholding of Taxes; Gross-Up. (a) Payments Free of Taxes. Any and all payments by or on account of any
obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding
agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or
withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding
been made. 
 (b) Payment of Other Taxes by the Loan Parties. The Loan Parties shall timely pay to the relevant Governmental Authority
in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes. 
 (c) Evidence of
Payment. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party 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. 

(d) Indemnification by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten
(10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be
withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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 any Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error. 

  
 102 













 (e) Indemnification by the Lenders. Each Lender shall severally indemnify the
Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such
Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such 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 any Lender by the Administrative Agent shall be conclusive
absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any
other source against any amount due to the Administrative Agent under this paragraph (e). 
 (f) Status of Lenders. (i) Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested
by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Administrative Agent as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested
by the Borrower Representative or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in
the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii) Without limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person, 

(A) any Lender that is a U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to the date on
which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative Agent), an executed copy of IRS Form W-9 certifying that such Lender is exempt
from U.S. federal backup withholding tax; 
 (B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the
Borrower Representative 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 reasonable request of the Borrower Representative or the Administrative Agent), whichever of the following is applicable: 

  
 103 













 (1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which
the United States is a party (x) with respect to payments of interest under any Loan Document, an executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding
Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction
of, U.S. Federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 
 (2)
in the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed copy of IRS Form W-8ECI; 

(3) 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 substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within
the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) an executed copy of IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable; or 
 (4) to the extent a Foreign Lender is not the beneficial owner, an executed copy of IRS
Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each
beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax
Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner; 
 (C) any Foreign
Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 reasonable request of the Borrower Representative or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming
exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or
deduction required to be made; and 
 (D) if a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower
Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to
comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

  
 104 













 Each Lender agrees that if any form or certification it previously delivered expires or
becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower Representative and the Administrative Agent in writing of its legal inability to do so. 

(g) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of 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 under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will
the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) 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 giving rise to such refund had never been paid. This paragraph
(g) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

(h) On or before the date the FILO Agent (or any successor to the Administrative Agent or
FILO Agent) becomes a party to this Agreement, the FILO Agent (or such successor agent) shall, deliver to the Borrower Representative whichever of the following is applicable: (i) if such agent is a U.S. person, two executed copies of IRS Form
W-9 certifying that such agent is exempt from U.S. federal backup withholding or (ii) if such agent is not a U.S. person, (A) with respect to payments received for its own account, two executed copies of IRS Form W-8ECI and (B) with respect to payments received on account of any Lender, two executed copies of IRS Form W-8IMY (together with all required
accompanying documentation) certifying that such agent is a U.S. branch and may be treated as a U.S. person for purposes of applicable U.S. federal withholding Tax. At any time thereafter, such agent shall provide updated documentation previously
provided (or a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid or otherwise upon the reasonable request of the Borrower Representative. 

(i) (h) Survival. Each party’s obligations under this
Section shall survive the resignation or replacement of the Administrative Agent or FILO Agent or any assignment of rights by, or the replacement of, a Lender, the termination of
the Aggregate Revolving Commitments or the FILO Term Loan
Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document (including the Payment in Full of the Secured Obligations). 

(j) (i) Defined Terms. For purposes of this Section 2.17,
the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA. 
 SECTION 2.18.
Payments Generally; Allocation of Proceeds; Sharing of Setoffs. (a) The Borrowers shall make each payment or prepayment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or
of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 3:00 p.m., New York City time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or


  
 105 













 
counterclaim. Any amounts (other than with respect to the FILO Term
Loan) received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South Dearborn Street, Floor L2, Chicago, Illinois,
except that payments
(i) to be made directly to the Issuing Bank or Swingline Lender as expressly provided herein and except that
payments(ii) pursuant to Sections 2.15, 2.16, 2.17 and 9.03
shall be made directly to the Persons entitled thereto and (iii) of principal, interest, fees and premiums in respect of
the FILO Term Loans shall be made to the FILO Agent not later than 3:00 p.m., New York City time. All payments received by the FILO Agent after 3:00 p.m., New York City time, shall, at the option of the FILO Agent, be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to accrue. The Administrative Agent or
the FILO Agent, as applicable, shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Unless otherwise provided for herein, if any payment
hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension. The Administrative Agent and the FILO Agent shall
distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this
Section, if, after the making of any Borrowing in Canadian Dollars, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the extension of credit was made
(the “Original Currency”) no longer exists, or any Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, or the terms of this Agreement require the conversion of
such extension of credit into Dollars, then all payments to be made by a Loan Party hereunder in such currency shall, to the fullest extent permitted by law, instead be made when due in Dollars in an amount equal to the Dollar Equivalent (as of the
date of repayment) of such payment due, it being the intention of the parties hereto that the Borrowers take all risks of the imposition of any such currency control or exchange regulations or conversion, and each Borrower agrees to indemnify and
hold harmless the Swingline Lender, the Issuing Bank, the Administrative Agent and the Lenders from and against any loss resulting from any extension of credit made to or for the benefit of such Borrower denominated in Canadian Dollars that is not
repaid to the Swingline Lender, the Issuing Bank, the Administrative Agent or the Lenders, as the case may be, in the Original Currency. 

(b) All payments and any proceeds of
Collateral (other than Specified Collateral) received by the Administrative
Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), (B) a mandatory prepayment (which shall be applied in accordance
withany payment pursuant to Section 2.11(b) or (C) amounts to be applied from a Collection Account during a
Cash Dominion Period (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied
ratably first, to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent and the Issuing Bank from the Borrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations),
second, to pay any fees, indemnities, or expense reimbursements then due to the Lenders (other than Incremental FILO Term Loan Lenders) from the Borrowers (other than in connection with Banking
Services Obligations or Swap Agreement Obligations), third, to pay interest due in respect of the
Revolving Protective Advances, fourth, to pay the principal
of the Revolving Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Protective Advances or Incremental FILO
Term Loans) ratably, sixth, to prepay


  
 106 













 
principal on the Loans (other than the Protective Advances or Incremental FILO Term Loans) and
unreimbursed LC Disbursements, ratably, seventh, to pay an amount to the Administrative Agent equal to 102.5% of the aggregate LC Exposure (or 105% with respect to LC Exposure denominated in Canadian Dollars), to be held as cash collateral
for such Obligations, eighth, to payment of any amounts owing in respect of Banking Services Obligations (other than Supply Chain Finance Services) and Swap Agreement
Obligations up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22 and to the
extent not paid pursuant to clause sixth above, ninth, to payment of any amounts owing in respect of Supply Chain Finance Services up to and including the amount most recently provided to the Administrative Agent pursuant to
Section 2.22and Swap Agreement Obligations, in each case (other than with respect to Treasury Services) for which a Banking Services Reserve or Swap Agreement
Obligations Reserve, as applicable has been implemented and is in effect, ninth, [reserved], and tenth, to the payment of any other Secured
Obligation (other than those relating to (i) the FILO Obligations or (ii) Banking Services Obligations and Swap Agreement Obligations in excess of the amount permitted to be paid pursuant to clause eighth above) due to the Administrative Agent or any Lender by the Borrowers (it being understood and agreed that the foregoing may be modified after clause seventh pursuant to an Incremental FILO Amendment or otherwise in accordance with
Section 9.02 to reflect amounts owing to Incremental FILO Lenders), eleventh, to pay any fees, indemnities, or
expense reimbursements then due to the FILO Agent from the Borrowers, twelfth, to pay any fees (excluding the FILO Applicable Premium), indemnities, or expense reimbursements then due to the FILO Term Loan Lenders from the Borrowers, thirteenth, to
pay interest due in respect of the FILO Protective Advances, fourteenth, to pay the principal of the FILO Protective Advances, fifteenth, to pay interest then due and payable on the FILO Term Loans (other than FILO Protective Advances), ratably,
sixteenth, to pay principal on the FILO Term Loans (other than FILO Protective Advances, ratably, seventeenth, to the payment of the FILO Applicable Premium and any other FILO Obligation due to the FILO Agent or any FILO Term Loan Lender by the
Borrowers and eighteenth, to the payment of all other Secured Obligations (including, without limitation, Banking Services Obligations and Swap Agreement Obligations to the extent not paid pursuant to clause eighth above), ratably. Notwithstanding the foregoing amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this
Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan or CDORTerm
Benchmark Loan, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding ABR Loans or
Canadian Prime Rate Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with
Section 2.16 (if any). The Administrative Agent and the Lenders shall have the continuing and exclusive right to
apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. 
 (c) At the election
of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums
payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be
deducted from any deposit account of any Borrower maintained with the Administrative Agent. The Borrowers hereby irrevocably authorize (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal,
interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans, but such a Borrowing may only constitute a Revolving Protective Advance if it is to reimburse costs, fees and expenses as
described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03, 2.04 or 2.05, as applicable, and (ii) the Administrative Agent to charge any deposit account of any Borrower
maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. 

 

  
 107 













 (d) If, except as otherwise expressly provided herein (including, for the avoidance of doubt, pursuant to any mandatory prepayment required by Section 2.11), any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender in
the same Class, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders in the same Class to the extent
necessary so that the benefit of all such payments shall be shared by all such Lenders in the same Class ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored
to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrowers or any Subsidiary
or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower 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 Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation. 

(e) Unless the Administrative Agent shall have received, prior to any date on which any payment is due to the Administrative Agent for the
account of the Lenders or the Issuing Bank pursuant to the terms hereof or any other Loan Document (including any date that is fixed for prepayment by notice from the Borrower Representative to the Administrative Agent pursuant to
Section 
2.11(cf)), notice from the Borrower Representative that the Borrowers will not make such payment or prepayment, 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 Issuing Bank, 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
Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank 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 NYFRB Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including
without limitation the Bank of Canada overnight rate in the case of Loans denominated in Canadian Dollars). 
 (f) The Administrative
Agent may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements,
which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay
the full amount indicated on a Statement on or before the due date indicated on such Statement (which date shall not be earlier than the relevant due date for the payment of such Secured 

  
 108 













 
Obligations under the terms of the Credit Agreement), the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that
acceptance by the Administrative Agent, on behalf of the Lenders, of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Administrative
Agent’s or the Lenders’ right to receive payment in full at another time. 
 (g)
Notwithstanding anything to the contrary set forth in Section 2.18(b), all payments on account of, and any proceeds of, Specified Collateral received by the Administrative Agent or the FILO Agent (i) not constituting either (A) a
specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), (B) any payments pursuant to Section 2.11(b) or (C) amounts (other than identifiable
proceeds of Specified Collateral) to be applied from a Collection Account during a Cash Dominion Period (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred and is continuing and the
FILO Agent so elects or the Required FILO Lenders so direct, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent from the Borrowers (other than in connection with Banking
Services Obligations or Swap Agreement Obligations), second, to pay any fees, indemnities, or expense reimbursements then due to the FILO Agent from the Borrowers, third, to pay any fees (other than FILO Applicable Premium), indemnities, or expense
reimbursements then due to the FILO Term Loan Lenders from the Borrowers, fourth, to pay interest due in respect of the FILO Protective Advances, fifth, to pay the principal of the FILO Protective Advances, sixth, to pay interest then due and
payable on the FILO Term Loans (other than FILO Protective Advances), ratably, seventh, to pay principal on the FILO Term Loans (other than FILO Protective Advances), ratably, eighth, to the payment of FILO Applicable Premium and any other FILO
Obligation due to the FILO Agent or any FILO Term Loan Lender by the Borrowers, ninth, to pay any fees, indemnities, or expense reimbursements then due to the Lenders (other than FILO Term Loan Lenders) and the Issuing Bank from the Borrowers (other
than in connection with Banking Services Obligations or Swap Agreement Obligations), tenth, to pay interest due in respect of the Revolving Protective Advances, eleventh, to pay the principal of the Revolving Protective Advances, twelfth, to pay
interest then due and payable on the Loans (other than the Protective Advances or FILO Term Loans) ratably, thirteenth, to prepay principal on the Loans (other than the Protective Advances or FILO Term Loans) and unreimbursed LC Disbursements,
ratably, fourteenth, to pay an amount to the Administrative Agent equal to 102.5% of the aggregate LC Exposure (or 105% with respect to LC Exposure denominated in Canadian Dollars), to be held as cash collateral for such Obligations, fifteenth, to
payment of any amounts owing in respect of Banking Services Obligations (other than Supply Chain Finance Services) and Swap Agreement Obligations up to and including the amount most recently provided to the
Administrative Agent pursuant to Section 2.22, fifteenth, to payment of any amounts owing in respect of Supply Chain Finance Services up to and including the amount most recently provided to the
Administrative Agent pursuant to Section 2.22, and
sixteenth, to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the
Borrowers. Notwithstanding
 the foregoing amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or
unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Term Benchmark Loan, except (a) on the expiration date of the Interest Period applicable thereto or (b) in
the event, and only to the extent, that there are no outstanding ABR Loans or Canadian Prime Rate Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.16 (if
any). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. 

  
 109 













 SECTION 2.19. Mitigation Obligations; Replacement of Lenders. 

(a) If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or additional
amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall 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 2.15 or
2.17, as the case may be, in the future and (ii) 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) If any Lender requests compensation under
Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender becomes a Defaulting
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
Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Section 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required
under Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded
participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the
Borrowers (in the case of the FILO Applicable Premium and all other amounts) and (iii) in the case of any such
assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to
make any such assignment and 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. Each party hereto agrees that
(x) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an agreement
incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (y) the Lender required to make such assignment need not be a party
thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to
execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto. 

  
 110 













 SECTION 2.20. Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

(a) fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);

 (b) any payment of principal, interest, fees or other amounts received by the Administrative Agent or the FILO Agent, as applicable, for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity,
pursuant to Sections 2.18(b) or (g) or otherwise) or received by the Administrative Agent or the FILO Agent, as applicable, from a Defaulting Lender pursuant to
Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent or the FILO Agent, as
applicable, as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent or the FILO Agent, as applicable, hereunder; second, to the payment on a pro rata basis of any amounts
owing by such Defaulting Lender to any Issuing Bank or Swingline Lender hereunder; third, to cash collateralize the Issuing Bank’s LC Exposure with respect to such Defaulting Lender in accordance with this Section; fourth, as the
Borrower Representative may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower Representative, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future
funding obligations with respect to Loans under this Agreement and (y) cash collateralize the Issuing Bank’s future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in
accordance with this Section; sixth, to the payment of any amounts owing to the Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or
Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; seventh, so long as no Default or Event of Default exists, to the
payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this
Agreement or under any other Loan Document; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans
or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were
satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such
Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance
with the Revolving Commitments without giving effect to clause
(d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and
redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; 
 (c) such Defaulting Lender shall not have the
right to vote on any issue on which voting is required (other than to the extent expressly provided in Section 9.02(b)) and the Commitment and Revolving Commitments and
Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders or the Supermajority Revolving Lenders have taken or may take any action hereunder
(including any consent to any amendment, waiver or other modification pursuant to Section 9.02) or under any other Loan Document; provided, that, except as otherwise provided in Section 9.02, this clause (c) shall not apply to
the vote of a Defaulting Lender in the case of an amendment, waiver or other modification requiring the consent of such Lender or each Lender directly affected thereby; 

  
 111 













 (d) if any Swingline Exposure or LC Exposure exists at the time a Lender becomes a
Defaulting Lender then: 
 (i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than the portion of
such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation
does not, as to any non-Defaulting Lender, cause such non-Defaulting Lender’s Revolving Exposure to exceed its Revolving Commitment; 

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one
(1) Business Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize, for the benefit of the Issuing Bank, the Borrowers’ obligations corresponding to
such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding; 

(iii) if the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the
Borrowers shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

 (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the
Lenders pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and 

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause
(i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure
shall be payable to the Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and 
 (e) so
long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend, renew, extend or increase any Letter of Credit, unless it is satisfied that
the related exposure and such Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the
Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.20(d), and Swingline Exposure related to any such
newly made Swingline Loan or LC Exposure related to any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(d)(i) (and such Defaulting Lender shall not participate
therein). 
 If (i) a Bankruptcy Event or a Bail-In Action with respect to the Parent of any Lender shall occur following the
date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such
Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as
the case may be, shall have entered into arrangements with the Borrowers or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder. 

 

  
 112 













 In the event that each of the Administrative Agent, the Borrowers, the Swingline Lender and
the Issuing Bank agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such
Lender’s Revolving Commitment and on the date of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for
such Lender to hold such Loans in accordance with its Applicable Percentage. 
 SECTION 2.21. Returned Payments. If after receipt of
any payment which is applied to the payment of all or any part of the Obligations (including a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to surrender such payment or
proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason
(including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full
force as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the
Administrative Agent or any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination of this Agreement. 

SECTION 2.22. Banking Services and Swap Agreements. Each Lender or Affiliate thereof (other than the Administrative Agent acting in
such capacity) providing Banking Services for, or having Swap Agreements with, the Company or any of its Subsidiaries shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice
setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of the Company or such Subsidiary to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). 

In addition, each such Lender or Affiliate thereof (or any Swap Bank that is no longer a Lender or Affiliate thereof) shall deliver to the Administrative
Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information
provided to the Administrative Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant to
Sections
2.18(b) or (g), as applicable. 

SECTION 2.23. Determination of Dollar Equivalent. The Dollar Equivalent of all Loans, Borrowings, Letters of Credit and LC Exposure, as
applicable, denominated in Canadian Dollars hereunder shall be determined on each Revaluation Date. 
 SECTION 2.24. Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Loan Party hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency,
the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with
such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of a Loan Party in respect of any sum due to any Lender or the
Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case
may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other


  
 113 













 
currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the
Loan Parties agree, jointly and severally, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such
loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a
result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the applicable Loan Party. 

SECTION 2.25. Designation and Removal of Borrowers. 

(a) The Company may at any time and from time to time designate any U.S. Subsidiary or Canadian Subsidiary as a Borrower under the Revolving Commitments by delivery to the Administrative Agent of a Joinder Agreement executed by such Subsidiary and
the Company and the satisfaction of the other conditions precedent set forth in Section 4.03, and upon such delivery and satisfaction such Subsidiary shall for all purposes of this Agreement be a Borrower and a party to this Agreement. 

(b) Any Borrower other than the Company (a “Subsidiary Borrower”) may be removed as a Borrower at the election of the Company,
and such Subsidiary Borrower shall cease to be a Borrower hereunder at such time as the Company gives notice to the Administrative Agent of its intention to terminate such Subsidiary Borrower as a Borrower, in each case, solely with respect to the Revolving Commitments; provided
that any such termination shall not be effective (other than to terminate such Subsidiary Borrower’s right to make further Borrowings or, except to the extent such Subsidiary Borrower remains a Loan Party after such termination, to obtain
Letters of Credit) and such Subsidiary Borrower shall remain a Borrowing Subsidiary until such time as all Loans to such Borrowing Subsidiary and accrued interest thereon and all other amounts then due from such Borrowing Subsidiary have been paid
in full and, unless such Subsidiary Borrower shall remain a Loan Party after such termination, no Letter of Credit issued for the account of such Borrowing Subsidiary shall be outstanding. Nothing herein shall limit the Company’s or its
Subsidiaries’ obligation to comply with the terms of this Agreement in connection with any Disposition (including any Investment or Restricted Payment), whether to a third-party or an Affiliate, or other transaction relating to the removal or
reclassification of such Subsidiary Borrower. 
 ARTICLE III 

Representations and Warranties 

Each Loan Party represents and warrants to the Lenders that: 

SECTION 3.01. Organization; Powers. Each Loan Party is duly organized or formed, validly existing and in good standing under the laws of
the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. 

  
 114 













 SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan
Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational actions and, if required, actions by equity holders. Each Loan Document to which each Loan Party is a party has
been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable 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. 

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will
not violate any Requirement of Law applicable to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture (including the indenture governing the Senior Notes), or other material agreement or instrument
binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation
or imposition of, or the requirement to create, any Lien on any asset of any Loan Party or any Subsidiary (including Liens securing the Senior Notes), except Liens created pursuant to the Loan Documents. 

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income, stockholders equity and cash flows (3) as of and for the fFiscal yYear ended on or around
February
2726, 20212022, reported on by KPMG LLP, independent public accountants, and (4) as of and for the fFiscal qQuarter and the portion of the
fFiscal yYear ended on or around May 2928,
20212022, certified by its chief financial officer. Such
financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to
year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. 
 (b) No
event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since February 2726,
 20212022. 

SECTION 3.05. Properties. (a) As of the date
of this
Agreementthe First Amendment Effective Date, Schedule 3.05
sets forth the address of each parcel of real property that is owned by or leased to any Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party
to any such lease or sublease exists (after giving effect to any applicable notice requirement or grace period) except to the extent any such failure of such leases to be in full force and effect, or any default, could not reasonably be expected,
either individually or in the aggregate, to result in a Material Adverse Effect. Each of the Loan Parties and each of its Subsidiaries has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, except to the
extent free of all Liens other than those permitted by
Section 6.02. To the Loan Parties’ knowledge, no holding,
injunction, decision or judgment has been rendered by any Governmental Authority and none of the Loan Parties or any of their respective Subsidiaries has entered into any settlement stipulation or other agreement (except license agreements in the
ordinary course of business) which would cancel the validity of the Loan Parties’ or any of their Subsidiaries’ rights in any Intellectual Property owned by the Company or any of its Subsidiaries (the “Borrower Intellectual
Property”) in any respect that would reasonably be expected to have a Material Adverse Effect. To the Loan Parties’ knowledge, no pending claim has been asserted or threatened in writing by any Person challenging the use by the Company or
any of its Subsidiaries of any Borrower Intellectual Property or the validity of any Borrower Intellectual Property, except in each case as would not
reasonably be expected to
result inhave a Material Adverse Effect. To the Loan Parties’
knowledge, the use of any Borrower Intellectual Property by the Company or its 

  
 115 














Subsidiaries does not infringe on the
rights of any other Person in a manner that would reasonably be expected to have a Material Adverse Effect, free of all Liens other than those permitted by Section 6.02. The Company and its Subsidiaries have taken all commercially reasonable actions that in the exercise of their reasonable business judgment
should be taken to protect the Borrower Intellectual Property, including Borrower Intellectual Property that is confidential in nature, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

 (b) Each Loan Party and each Subsidiary owns, or
is validly licensed to use, all Material Intellectual Property used in, or necessary to
conduct, its business as currently conducted, and, to the knowledge of each Loan
Party, and the use thereof byconduct of each Loan Party and each Subsidiary of its business does not infringe in any material respect upon the intellectual property, misappropriate or otherwise violate, and has not infringed, misappropriated or otherwise violated, the Intellectual
Property rights of any other Person. 
 SECTION 3.06. Litigation and
Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or
any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that
involve any Loan Document or the Transactions. 
 (b) Except with respect to any matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) has in the
past three years failed to comply with any Environmental Law or to obtain, maintain or comply with the terms and conditions of any permit, license or other approval required under any
Environmental Law, (ii) has, to the knowledge of the Borrowers, become subject to any Environmental Liability or (iii) has
in the past three years (or earlier if unresolved) received written notice of any claim with respect to any
Environmental Liability. 
 SECTION 3.07. Compliance with Laws and Agreements. Each of the Company and its Subsidiaries is in
compliance with all Requirements of Law applicable to it or its property and all indentures (including the Senior Notes), agreements and other instruments binding upon it or its property, except where the failure to be in compliance could not
reasonably be expected to result in a Material Adverse Effect. 
 SECTION 3.08. Investment Company Status. No Loan Party or any
Subsidiary is required to register as an “investment company” as defined in the Investment Company Act of 1940. 
 SECTION 3.09.
Taxes. Each Loan Party and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except
(a) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to file such
Tax returns or reports, or to pay such Taxes, could not reasonably be expected to result in a Material Adverse Effect. No Loan Party nor any Subsidiary, has applied for, claimed or received a refund of tax under the ITA (or an amount deemed for
purposes of the ITA to be an overpayment of tax) to which it was not entitled pursuant to applicable law. 

  
 116 













 SECTION 3.10. ERISA; Labor Matters; Canadian Pension Plans and Canadian Benefits.

 (a) No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (i) No ERISA
Event has occurred or is reasonably expected to occur; (ii) each Borrower and each Benefit Plan maintained or sponsored by any Borrower is in compliance with all Requirements of Law, (iii) copies of each non-routine agreement entered into
with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Benefit Plan maintained or sponsored by any Borrower have been delivered to the Agents, (iv) each Benefit Plan maintained or sponsored by a Borrower
or Subsidiary of the Borrower that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Internal Revenue Code
and (v) there are no pending or, to the knowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (A) any Benefit Plan maintained
or sponsored by any Borrower or Subsidiary of the Borrower or its assets, (B) any fiduciary with respect to any Benefit Plan maintained or sponsored by any Borrower, or (C) any Borrower or Subsidiary of the Borrower with respect to any
Benefit Plan. Except as described in the Borrower’s most recent Form 10-K or as required by Section 4980B of the Internal Revenue Code or could not reasonably be expected to result in a Material Adverse Effect, no Borrower or any
Subsidiary of the Borrower maintains an employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides health benefits (through the purchase of insurance or otherwise) for any retired or former employee or has any obligation
to provide any such benefits for any current employee after such employee’s termination of employment. . 

(b) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect,: (i) there are no strikes, lockouts, slowdowns or any other labor disputes against Company or any Subsidiary pending or, to the knowledge of Company, threatened, (ii) the hours worked by and payments
made to employees of (A) the U.S. Loan Parties have not been in violation of the Fair Labor Standards Act of 1938, (B) the Canadian Loan Parties have not been in violation of the Employee Standards Act (Ontario) and (C) the Loan
Parties have not been in violation of any other applicable federal, state, provincial, territorial, local or foreign law dealing with such matters (in each case, to the extent applicable) and (iii) all payments due from any Loan Party on
account of employee wages and employee health and welfare insurance, have been paid or accrued as a liability on the books of Company or such Loan Party to the extent required by GAAP or other applicable accounting standards. 

(c) Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, as of the RestatementFirst
Amendment Effective Date, the Canadian Pension Plans are duly registered under the ITA and all other applicable laws which require registration. Except as could not reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect , (i) each Loan Party has complied with and performed all of its obligations under and in respect of the Canadian Pension Plans and Canadian Benefit Plans under the terms
thereof, any funding agreements and all applicable laws (including any fiduciary, funding, investment and administration obligations), (ii) all employer and employee payments, contributions or premiums to be remitted, paid to or in respect of
each Canadian Pension Plan or Canadian Benefit Plan have been paid in a timely fashion in accordance with the terms thereof, any funding agreement and all applicable laws, (iii) there have been no improper withdrawals or applications of the
assets of the Canadian Pension Plans or the Canadian Benefit Plans,(iv) to the knowledge of the Borrowers, no facts or circumstances have occurred or existed that have resulted, or could be reasonably anticipated to result, in the declaration of a
termination of any Canadian Pension Plan by any Governmental Authority under applicable laws and (v) all employer contributions have been made to the Canadian Pension Plans in accordance with the Requirements of 

  
 117 













 
Law. No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not be
reasonably be expected to have a Material Adverse Effect,
and, in any event, no such improvements will result in a solvency deficiency or going concern unfunded liability in the affected Canadian Pension Plans which could be reasonably expected to have a Material Adverse Effect. There are no outstanding
disputes, or to the knowledge of any Loan Party threatened disputes,
concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans which could be
reasonably be expected to have a Material Adverse Effect. 

(d) No Loan Party maintains or contributes to, or has in the past six years maintained or contributed to, any Canadian Defined Benefit Plans or
any Multiemployer Plan. 
 SECTION 3.11. Disclosure. (a) None of the written reports, data, financial statements, certificates
or other information furnished by or on behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that any such projected financial
information may vary from actual results and such variations could be material. 
 (b) As of the RestatementFirst
Amendment Effective Date, to the knowledge of any Borrower, the information included in the Beneficial Ownership Certification provided on or prior to the Restatement Effective Date to any
Lender in connection with this Agreement is true and correct in all respects. 
 SECTION 3.12. [Reserved]. 

SECTION 3.13. Solvency. 

(a) ImmediatelyOn the First Amendment Effective Date, immediately after the consummation
of each of (x) the Transactions that to occurred on the First Amendment Effective Date and (y)giving effect to the Transactions to occur on the Restatement Effective DateFirst Amendment Funding Date, including the incurrence of the FILO Term Loan and the application of the proceeds thereof,
(i) the fair value of the assets of the Company and its Subsidiaries, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Company
and its Subsidiaries will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;
(iii) the Company and its Subsidiaries will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured and (iv) the Company and its Subsidiaries will not
have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Restatement Effective Date. 

(b) The Company and its Subsidiaries do not intend to, and the Company and its Subsidiaries do not believe that they will, incur debts beyond
their ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by them and the timing of the amounts of cash to be payable on or in respect of their Indebtedness. 

  
 118 













 SECTION 3.14. Insurance. Schedule 3.14 sets forth a description of all insurance
maintained by or on behalf of the Loan Parties and their Subsidiaries as of the
RestatementFirst Amendment Effective Date. As of the RestatementFirst
Amendment Effective Date, all premiums in respect of such insurance that are due and payable have been paid. Each Borrower maintains, and has caused each Subsidiary to maintain, with
financially sound and reputable insurance companies, insurance on all their personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily
maintained by companies engaged in the same or similar businesses operating in the same or similar locations. 
 SECTION 3.15.
Capitalization and Subsidiaries. Schedule 3.15 sets forth as of the
RestatementFirst
Amendment Effective Date (a) a correct and complete list of the name and relationship to the Company of each and all of the Company’s Subsidiaries, (b) the ownership of each
class of each Subsidiary’s authorized Equity Interests (other than the Company), all of which issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified
on Schedule 3.15, and (c) the type of entity of the Company and each of its Subsidiaries. 
 SECTION 3.16. Security Interest
in Collateral. The provisions of the Security Agreements create legal and valid Liens on all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and such Liens constitute perfected and continuing Liens
on the Collateral, securing the Secured Obligations, enforceable against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except for (a) Permitted Encumbrances, to the extent any such
Permitted Encumbrances would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law and (b) other Liens permitted under Section 6.02 that are not required to be junior in priority to the extent any
such Liens would have priority over the Liens in favor of the Administrative Agent pursuant to any applicable law or agreement. 
 SECTION
3.17. Margin Regulations. No Loan Party is engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying
Margin Stock, and no part of the proceeds of any Borrowing or Letter of Credit hereunder will be used whether directly or indirectly, and whether immediately, incidentally or ultimately, in any manner that would result in a violation of Regulations
T, U or X. 
 SECTION 3.18. Use of Proceeds. The proceeds of the Loans have been used and will be used, whether directly or
indirectly as set forth in Section 5.08. 
 SECTION 3.19. Anti-Corruption Laws and Sanctions. Each Loan Party has implemented
and maintains in effect policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents
with applicable Anti-Corruption Laws and Sanctions; provided, however, that such representation shall not be
applicable with respect to Sanctions
for a period of 120 days following the First
Amendment Effective Date (or such later date as agreed to by the Administrative Agent), and such Loan Party,
its Subsidiaries and their respective officers and directors and, to the knowledge of such Loan Party, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects (but in all respects in
connection with use of proceeds as required by Section 5.08) and are not knowingly engaged in any activity that would reasonably be expected to result in any Loan Party being designated as a Sanctioned Person. None of (a) any Loan Party,
any Subsidiary or any of their respective directors, officers or employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan Party or any Subsidiary that will act in any capacity in connection with or benefit
from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will violate Anti-Corruption Laws or
applicable Sanctions. Notwithstanding the foregoing, 

  
 119 













 
the representations given in this Section 3.19 shall not be made by nor apply to any Person that qualifies as a corporation that is registered or incorporated under the laws of Canada or any
province thereof and that carries on business in whole or in part in Canada within the meaning of Section 2 of the Foreign Extraterritorial Measures (United States) Order, 1992 passed under the Foreign Extraterritorial Measures Act
(Canada) in so far as such representations would result in a violation of or conflict with the Foreign Extraterritorial Measures Act (Canada) or any similar law. 

SECTION 3.20. Anti-Money Laundering Laws. The operations of each Loan Party and its Subsidiaries are and have been conducted at all
times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the USA PATRIOT Act, the Proceeds of Crime Act and the applicable anti-money
laundering statutes of jurisdictions where any Loan Party or its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving a Loan Party or any of its Subsidiaries with
respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Borrowers, threatened. 
 SECTION 3.21. Affected
Financial Institutions. No Loan Party is an Affected Financial Institution. 
 SECTION 3.22. Plan Assets; Prohibited
Transactions. No Loan Party or any of its Subsidiaries is an entity deemed to hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated
under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code that could reasonably
be expected to result in a material Liability for the Borrowers. 
 ARTICLE IV 

Conditions. 
 SECTION
4.01. Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or
waived in accordance with Section 9.02): 
 (a) Credit Agreement and Other Loan Documents. The Administrative Agent (or its
counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other
electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) either (A) a counterpart of each other Loan Document signed on behalf of each party thereto or
(B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed signature page thereof) that each such party has signed a counterpart of such Loan Document and
(iii) such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory
notes requested by a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and written opinions of the Loan Parties’ U.S. and Canadian counsel (including local counsel), addressed to the Administrative Agent,
the Issuing Bank and the Lenders and the other Secured Parties, all in form and substance satisfactory to the Administrative Agent and its counsel, including opinions which provide customary perfection coverage with respect to Collateral located in
the provinces of Ontario, Alberta and British Columbia. 

  
 120 













 (b) Financial Statements and Projections. The Lenders shall have received the audited
annual financial statements and the unaudited quarterly financial statements of the Company referred to in Section 3.04(a), and (ii) satisfactory projections through the Company’s fFiscal
yYear ending in February 2026. 

(c) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have
received (i) a certificate of each Loan Party, dated as of the Restatement Effective Date and executed by its Secretary or Assistant Secretary, which shall (A) certify the resolutions of its Board of Directors, members or other body
authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a
party and, in the case of each Borrower, its Financial Officers, and (C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the
jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a good standing certificate for each Loan
Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction. 

(d) No Default Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer of the Company,
dated as of the Restatement Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating that the representations and warranties contained in the Loan Documents are true and correct as of such date,
(iii) stating the total amount on deposit in Permitted Non-Collateral Accounts (as defined in this Agreement immediately prior
to the effectiveness of the First Amendment Effective Date) as of the Restatement Effective Date and a calculation of such amount in form and detail reasonably satisfactory to the Administrative Agent and (iv) certifying as to any
other factual matters as may be reasonably requested by the Administrative Agent. 
 (e) Fees. The Lenders and the Administrative
Agent shall have received all fees required to be paid on the Restatement Effective Date, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel) within one (1) Business Day before
the Restatement Effective Date. All such amounts will be reflected in the funding instructions given by the Borrower Representative to the Administrative Agent on or before the Restatement Effective Date. 

(f) Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably
requested by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Restatement Effective Date pursuant to a pay-off
letter or other documentation reasonably satisfactory to the Administrative Agent. 
 (g) [Reserved]. 

(h) Funding Account. The Administrative Agent shall have received a notice setting forth the deposit account(s) of the Borrowers (the
“Funding Account”) to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement. 

  
 121 













 (i) Solvency. The Administrative Agent shall have received a solvency certificate
signed by a Financial Officer of the Company, dated as of the Restatement Effective Date. 
 (j) Borrowing Base Certificate. The
Administrative Agent shall have received a Borrowing Base Certificate which calculates the initial Revolving
Borrowing Base as of June 26, 2021, accompanied by such supporting documentation and reporting as the Administrative Agent may reasonably require. 

(k) Filings, Registrations and Recordings. Each document (including any UCC or PPSA financing statement) required by the Collateral
Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected
Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation. 

(l) Insurance. The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably
satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.10 hereof and Section 4.12 of each Security Agreement. 

(m) Letter of Credit Application. If a Letter of Credit is requested to be issued on the Restatement Effective Date, the Administrative
Agent shall have received a properly completed letter of credit application (whether standalone or pursuant to a master agreement, as applicable). 

(n) Tax Withholding. The Administrative Agent shall have received a properly completed and signed IRS Form W-8 or W-9, as applicable,
for each Loan Party. 
 (o) Corporate Structure. The corporate structure, capital structure and other material debt instruments,
material accounts and governing documents of the Borrowers and their Affiliates shall be reasonably acceptable to the Administrative Agent in its sole discretion. 

(p) Legal Due Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which
shall be reasonably satisfactory to Administrative Agent in its sole discretion. 
 (q) USA PATRIOT Act, Etc. (i) The
Administrative Agent shall have received, at least five (5) days prior to the Restatement Effective Date, all documentation and other information regarding the Borrowers requested in connection with applicable “know your customer” and
anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, to the extent requested in writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the
extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Restatement Effective Date, any Lender that has requested, in a written notice to the Borrowers
at least ten (10) days prior to the Restatement Effective Date, a Beneficial Ownership Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery
by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). 

(r) Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank,
any Lender or their respective counsel may have reasonably requested. 

  
 122 













 The Administrative Agent shall notify the Borrowers, the Lenders and the Issuing Bank of the Restatement
Effective Date, and such notice shall be conclusive and binding. 
 SECTION 4.02. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 

(a) The representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects
with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by
its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier or Material Adverse
Effect shall be required to be true and correct in all respects). 
 (b) At the time of and immediately after giving effect to such Borrowing
or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing. 
 (c) After giving effect to any Borrowing or the
issuance, amendment, renewal or extension of any Letter of Credit, (i) Availability shall not be less than zero and (ii) the Canadian Revolving Exposure shall not exceed the Canadian Sublimit. 

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the
Borrowers on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section. 
 SECTION 4.03.
Designation of a Subsidiary Borrower. The designation of a U.S. Subsidiary or a Canadian Subsidiary as a Borrower pursuant to Section 2.25 is subject to the condition precedent that the Company or such proposed Borrower shall have
furnished or caused to be furnished to the Administrative Agent (unless waived by the Required Lenders, the Administrative Agent and
the FILO Agent) (the date on which such Subsidiary is joined, the “Joinder Date”): 

(a) Execution and delivery of a Joinder Agreement; 

(b) Copies, certified by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the Administrative Agent)
of such Subsidiary, of its Board of Directors’ resolutions (and resolutions of other bodies, if any are deemed necessary by counsel for the Administrative Agent) approving the Borrowing Subsidiary Agreement and any other Loan Documents to which
such Subsidiary is becoming a party and such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary; 

(c) An incumbency certificate, executed by the Secretary or Assistant Secretary (or such other officer or representative acceptable to the
Administrative Agent) of such Subsidiary, which shall identify by name and title and bear the signature of the officers of such Subsidiary authorized to request Borrowings hereunder and sign the Borrowing Subsidiary Agreement and the other Loan
Documents to which such Subsidiary is becoming a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Company or such Subsidiary; 

  
 123 













 (d) Opinions of counsel to such Subsidiary, in form and substance reasonably satisfactory to
the Administrative Agent and its counsel, with respect to the laws of its jurisdiction of organization and such other matters as are reasonably requested by counsel to the Administrative Agent and addressed to the Administrative Agent and the
Lenders; 
 (e) Any promissory notes requested by any Lender, and any other instruments and documents reasonably requested by the
Administrative Agent; 
 (f) The Administrative Agent shall have received the results of a recent lien search in each jurisdiction reasonably
requested by the Administrative Agent, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Joinder Date pursuant to a pay-off letter or other
documentation satisfactory to the Administrative Agent; 
 (g) Evidence of insurance coverage with respect to such Subsidiary, in form, scope
and substance evidencing compliance with the terms of any applicable Loan Document; 
 (h) A notice from the Company setting forth the
Funding Accounts of such Subsidiary to which the Lenders are authorized to transfer the proceeds of any Borrowings requested or authorized pursuant to this Agreement; 

(i) Prior to the initial Borrowing hereunder by such Subsidiary (but without limiting or further conditioning the right of any other Borrower
to request or obtain a Borrowing under Section 4.02), satisfactory appraisals of Inventory and field exams from appraisers satisfactory to the Administrative
AgentAcceptable Appraisers (which shall not count towards
the limitations on appraisals or field exams set forth herein) and a Borrowing Base Certificate redetermining the
Revolving Borrowing Base and the FILO Borrowing Base, as of
a date reasonably near but on or prior to the Joinder Date; 
 (j) Each document (including any UCC or PPSA financing statement)
required by the Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other
Secured Parties, a perfected Lien on the Collateral of such Subsidiary described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for
filing, registration or recordation; 
 (k) Payment of all fees required to be paid and all expenses for which invoices have been presented
(including, without limitation, the reasonable and documented fees and expenses of legal counsel), in each case, in connection with the designation of such Subsidiary as a Borrower; and 

(l) (i) The Administrative Agent shall have received, at least five (5) days prior to the Joinder Date, all documentation and other
information regarding the Borrowers requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act, to the extent requested in
writing of the Borrowers at least ten (10) days prior to the Restatement Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five
(5) days prior to the Joinder Date, any Lender that has requested, in a written notice to the Company at least ten (10) days prior to the Joinder Date, a Beneficial Ownership Certification in relation to such Subsidiary shall have received such
Beneficial Ownership Certification. 

  
 124 













 ARTICLE V 

Affirmative Covenants. 

Until all of the Secured Obligations have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and
severally with all of the other Loan Parties, with the Lenders that: 
 SECTION 5.01. Financial Statements; Borrowing Base Certificate and Other Information. The Borrowers will furnish to the
Administrative Agent, the FILO Agent and each Lender: 

(a) as soon as available, and in any event within one hundred twenty (120) days after the end of each fFiscal
yYear of the Company (or, if earlier, by the date that the
annual report on Form 10-K of the Company for such
fFiscal yYear would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its audited consolidated balance sheet and
related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fFiscal
yYear, all reported on by KPMG or other independent public
accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit, other than (i) a qualification related solely to the maturity of Loans and Commitments on the Maturity
Dateany Indebtedness permitted under this Agreement or with
respect to the potential inability to satisfy any financial covenant on a future date or in a future period or (ii) so long as, with respect to this clause (ii), both (A) as of the date of delivery of such audit, and (B) on an average basis, during the consecutive 60 day period consisting of (I) the consecutive 30-day period
ending on the Fiscal Year ending on or around February 25, 2023, and (II) the consecutive 30-day period immediately following the Fiscal Year ending on or around February 25, 2023, (A) Liquidity is at least 80%, with respect to the
Fiscal Year of the Company ending on or around February 25, 2023, of the last forecast reflected in that certain excel file named “Project Infinity — FY 22-24 Forecast — (Sixth Street Terms).xlsx” delivered by the Company to
the FILO Agent on August 24, 2022, and (B) trade payables of the Loan Parties are paid consistent with past practices, with respect to the audited financial statements delivered for the Fiscal Year of the Company ending on or around
February 25, 2023 (any period during which the foregoing circumstances are in effect, an “Audit Exception Period”) to the effect that such consolidated financial statements present fairly in all material respects the
financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; 

(b) as soon as available, and in any event within sixty (60) days after the end of each of the first three fFiscal
qQuarters of each fFiscal
yYear of the Company (or, if earlier, by the date that the
quarterly report on Form 10-Q of the Company for such
fFiscal qQuarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form), its consolidated balance sheet and
related statements of operations and cash flows as of the end of and for such
fFiscal qQuarter and the then elapsed portion of the
fFiscal yYear, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fFiscal
yYear, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes; 

  
 125 














(c) (x) for each of the
first twelve fiscal months following the First Amendment Effective Date and (y) thereafter, at any time that Availability is less than $300,000,000 for five (5) consecutive Business Days during any fiscal month, at the election of the Required
Lenders, the Administrative Agent or the FILO Agent, with respect to the immediately succeeding fiscal month, in each case, as soon as available, and in any event
within thirty (30) days after
the end of each of each fiscal month of each Fiscal Year of the Company, its consolidated balance sheet and related
statements of operations and cash flows as of the end of and for such month and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of
the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; 

(d) (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a
Compliance Certificate in substantially the form of Exhibit D attached hereto (i) certifying, in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition and results
of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed calculations demonstrating compliance with Sections
6.14, if applicable, (iv) identifying any change to the list of Material Subsidiaries on Schedule
IV to the Compliance Certificate, as such schedule may be updated from time to time, (v) stating whether any change in GAAP or in the application thereof which affects the Company or its Subsidiaries has occurred since the date of the audited
financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, and (vi) indicating updates to Collateral disclosures to the extent required by any Security Agreement and (vii) to the extent not previously disclosed to the FILO Agent or the Administrative Agent, a description of any new Subsidiary and
a listing of any new registrations, and applications for registration, of Intellectual Property acquired or made by any Loan Party since the date of the most recent list delivered pursuant to this clause (vii) (or, in the case of the first such
list so delivered, since the First Amendment Effective Date); 
 (e) (d) as soon as available but in any event no later than the end of, and no earlier than thirty days prior to the end of, each
fFiscal
yYear of the Company, a copy of the plan and forecast
(including a projected consolidated and consolidating balance sheet, income statement and cash flow statement) of the Company for each month of the upcoming
fFiscal
yYear in form reasonably satisfactory to the Administrative
Agent and the FILO Agent; 

(f) (e) (i) as soon as available but in any event within twenty days after the end of each calendar month
(or, from and after the date on which Availability is less than the greater of 20% of the Line Cap and $190,000,000214,700,000 for at least five consecutive Business Days and until such subsequent
date, if any, on which Availability is greater than the greater of 20% of the Line Cap and
$190,000,000214,700,000
 for a period of twenty (20) consecutive calendar days, within three Business Days after the end of each calendar
week); provided, that, (I) in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for
purposes of the foregoing clause of this Section 5.01(f) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as
used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any and (II) upon the occurrence and during the continuance of any Audit Exception Period, the
percentages set forth above shall each be increased by two and one-half percentage points, (ii) on the date of, and giving pro forma effect to, any Disposition of any Collateral 

  
 126 













 whether to a third-party or an Affiliate other than a Loan Party (including pursuant to an Investment or a
Restricted Payment) or any casualty or condemnation event affecting Collateral, in either case, having a fair market value individually or in the aggregate valued in excess of
$50,000,00025,000,000
, (iii) on the date on which any Loan Party is released as a Borrower or Loan Guarantor prior to Payment in Full, giving pro forma effect to such release, (iv) at the Administrative Agent’s or FILO Agent’s request at any time that an Event of Default
has occurred and is continuing and (v) at such other times as may be required under this Agreement, a Borrowing Base Certificate and supporting information in connection therewith (including, in respect of any Borrowing Base Certificate
delivered for a month which is also the end of any
fFiscal qQuarter of the Company, a calculation of Average Quarterly Availability for such quarter then ended and an indication of what the Borrowers estimate the Applicable Rate is as a result of such Average Quarterly
Availability), together with any additional reports with respect to the Revolving Borrowing Base or FILO Borrowing Base as the Administrative Agent or the FILO Agent, as
applicable, may reasonably request (it being understood that in connection with the preceding clauses (ii) and (iii), such Borrowing Base Certificate shall (x) be based on the most
recently delivered Borrowing Base Certificate delivered pursuant to another clause of this Section 5.01(ef), as adjusted on a pro forma basis to reflect the removal of any assets
disposed of or released, as the case may be, and (y) demonstrate that no overadvance will exist after giving effect to any such Disposition or release); 

(g) (f) as soon as available but in any event within twenty days after the end of each calendar month, as of the
period then ended, all delivered electronically in a text formatted file reasonably acceptable to the Administrative Agent and the
FILO Agent: 
 (i) a detailed aging of the Loan Parties’ Credit Card Receivables, including all invoices
aged by invoice date and due date (with an explanation of the terms offered), prepared in a manner reasonably acceptable to the
Administrative Agent and the FILO Agent, together with a summary specifying the name, address, and balance due for
each Account Debtor; 
 (ii) a schedule detailing the Loan Parties’ Inventory, in form satisfactory to the Administrative Agent and the FILO Agent, (1) by location (showing Inventory in transit,
any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the
lower of cost (determined on a weighted average cost basis) or market and adjusted for Reserves as the Administrative Agent or the
FILO Agent, as applicable, has previously indicated to the Borrower Representative are deemed by the Administrative
Agent or the FILO Agent, as applicable, to be appropriate, and (2) including a report of any variances or other
results of Inventory counts performed by the Loan Parties since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by Borrowers and complaints and claims made against the Loan
Parties); 
 (iii) a worksheet of calculations prepared by the Loan Parties to determine Eligible Credit Card Receivables and Eligible
Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible Credit Card Receivables and Eligible Inventory and the reason for such exclusion; 

(iv) a reconciliation of the Loan Parties’ Credit Card Receivables and Inventory between (A) the amounts shown in the Loan
Parties’ general ledger and financial statements and the reports delivered pursuant to clauses (i) and (ii) above and (B) the amounts and dates shown in the reports delivered pursuant to clauses (i) and (ii) above and
the Borrowing Base Certificate delivered pursuant to clause
(ef) above as of such date; and 

  
 127 













 (v) a reconciliation of the loan balance per the Loan Parties’ general ledger to the
loan balance under this Agreement; 

(h) (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy
statements and other materials filed by any Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Company to its
shareholders generally, as the case may be;  

(i) as soon as available,
and in any event within twenty (20) days of the end of each calendar month commencing with the Fiscal Month ending on or about March 31, 2023, information reasonably requested by the then-current Acceptable Appraiser sufficient to enable
such firm to update the Net Orderly Liquidation Value of Eligible Inventory; and 
 (j) promptly following any request therefor, (i) such other information
regarding the operations, business affairs and financial condition of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative
Agent or the FILO Agent (including, in either case, on behalf of any Lender) may reasonably request, including Liquidity during the Audit Exception Period, and (ii) information
and documentation reasonably requested by the Administrative Agent or the FILO Agent 
(including, in either case, on behalf of any Lender)
for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, the Proceeds of Crime Act and the Beneficial Ownership Regulation. 

Documents required to be delivered pursuant to Section 5.01(a), (b) or (gh) (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 such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR); or (ii) on which such documents are posted on a 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 made available by the Administrative Agent). 

SECTION 5.02. Notices of Material Events. The Borrowers will furnish to the Administrative Agent and each Lender prompt (but in any
event within any time period that may be specified below) written notice of the following: 
 (a) the occurrence of any Default; 

(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the
Loan Parties that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; 
 (c) any loss, damage, or
destruction to the Collateral in the amount of $25,000,000 or more, whether or not covered by insurance; 
 (d) within two (2) Business
Days of receipt thereof, any and all notices indicating any landlord’s or warehouseman’s termination or imminent intent to terminate any lease or warehouse agreement and/or refuse the Company or its Subsidiaries access to the premises, as
applicable, if such terminations or inability to access such premises, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; 

  
 128 













 (e) any indication that credit card issuers or credit card processors are implementing
holdbacks or reserves of amounts due to any Loan Party; 
 (f) the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in, a Material Adverse Effect;  

(g) any loss or
infringement of any Material Intellectual Property; and 
 (h) any other
development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 
 Each notice delivered under this
Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken
with respect thereto. 
 SECTION 5.03. Existence; Conduct of Business. Each Loan Party will, and will cause each of its Subsidiaries
to do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and iIntellectual
pProperty rights related to the conduct of its business,
and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except in each case with respect to such rights, qualifications, licenses, permits, privileges, franchises, governmental
authorizations and
iIntellectual pProperty rights or requisite authority to conduct business, where the failure to do so could not be reasonably expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any
merger, consolidation, amalgamation, liquidation or dissolution permitted under Section 6.03; provided further that, unless required in order to comply with Section 6.03, neither the Company nor any Subsidiary shall be
required to preserve or maintain the corporate existence of any Subsidiary if the Board of Directors of the parent of such Subsidiary, or an executive officer of such parent to whom such Board of Directors has delegated the requisite authority,
shall determine that the preservation and maintenance thereof is no longer desirable in the conduct of the business of such parent, and that the loss thereof is not disadvantageous in any material respect to the Loan Parties, the Administrative
Agent, the Issuing Banks or the Lenders (it being understood that if such Subsidiary is a Loan Party, that the Administrative Agent shall maintain a continuous perfected security interest on such Subsidiary’s Collateral having the priority
required by the Loan Documents). 
 SECTION 5.04. Payment of Obligations. Each Loan Party will, and will cause each Subsidiary
to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where
(a)(i) the validity or amount thereof is being contested in good faith by
appropriate
proceedings, and

(bii) such Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP
andor
(cb) the failure to make payment pending such contest could not
reasonably be expected to result in a Material Adverse Effect; provided, however, that each Loan Party will, and will cause each Subsidiary to, remit withholding taxes and other payroll taxes to appropriate Governmental Authorities as
and when claimed to be due, notwithstanding the foregoing exceptions. 
 SECTION 5.05. Maintenance of Properties. Each Loan
Party will, and will cause each of its Subsidiaries to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted; provided, however, nothing contained in this
Section 5.05 shall prevent any Loan Party from discontinuing (or from allowing any of its Subsidiaries to discontinue) the operation, repair or maintenance of any such property if such discontinuance could not reasonably be expected to result
in a Material Adverse Effect. 

  
 129 













 SECTION 5.06. Books and Records; Inspection Rights. Each Loan Party will, and will
cause each Subsidiary to, (a) keep proper books of record and account in which full, true and correct entries in all material respects are made of all dealings and transactions in relation to its business and activities and 

(b) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative Agent, any
Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable prior notice, to visit and inspect its properties, to conduct at such Loan Party’s premises field examinations of such
Loan Party’s assets, liabilities, books and records, including examining and making extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable
times and as often as reasonably requested; provided, that so long as no Event of Default has occurred and is continuing, the
Administrative Agent shall be limited to two such visits at the Loan Parties’ expense in any successive twelve-month period; provided, further, that while an Event of Default has occurred and is continuing, the Administrative Agent may do any
of the foregoing at the Loan Parties’ expense during normal business hours and upon reasonable prior notice. Each Loan Party acknowledges that the Administrative Agent, after exercising
its rights of inspection, may prepare and distribute to the FILO Agent and the Lenders certain Reports pertaining to each Loan Party’s assets for internal use by the Administrative
Agent, the FILO Agent and the Lenders. The Loan Parties shall be
responsible for the costs of expenses of one field examination during any twelve-month period and one additional field examination (for thea total of two such field examinations during any twelve-month period) initiated
at any time after Availability falls below the greater of
(i) $190,000,00020% of
the Aggregate Revolving Commitment in effect at such time (giving effect to any reduction in accordance with the terms hereof) and (ii) 20% of the Line Cap for five consecutive Business
Days (until such time as Availability is equal to or greater than the greater of (i) $190,000,00020% of the Aggregate Revolving Commitment in effect at such time (giving effect to any reduction in accordance with the terms
hereof) and (ii) 20% of the Line Cap for twenty consecutive days); provided,
that, (I) in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for
purposes of the foregoing clause of this Section 5.06 (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the “Availability” as used
herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any and (II) upon the occurrence and during the continuance of any Audit Exception Period, each of the
percentages set forth above shall be increased by two and one-half percentage points; provided, further that the Loan Parties shall be responsible for the costs and expenses of all field
examinations conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the inspections and examinations
to in this Section 5.06 shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and the FILO
Agent shall have the right to conduct any such inspections and examinations, at the Loan Parties’ expense, to the extent such any such inspections and examinations are not conducted by the Administrative Agent pursuant to this Section
5.06. 
 SECTION 5.07. Compliance with Laws and Material Contractual Obligations; Compliance with Leaseholds.

 (a) Each Loan Party will, and will cause each Subsidiary to, (a) comply with each Requirement of Law applicable to it or its property
(including without limitation Environmental Laws) and (b) perform in all material respects its obligations under material agreements to which it is a party, except, in each case, where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. 

  
 130 













 (b) Each Loan Party will, and will cause each Subsidiary to (i) not allow any leases to
which any Loan Party is a party to lapse or be terminated, or any rights to renew such leases to be forfeited or cancelled, and (ii) cooperate with the Administrative Agent in all respects to cure any default under a lease and/or take such
other actions as may be requested by the Administrative Agent in its Permitted Discretion in connection therewith, except to the extent any such lapse, termination, forfeit, cancellation or default could not be reasonably expected, either
individually or in the aggregate, to result in a Material Adverse Effect. 
 (c) Each Loan Party will, within 120 days after the First Amendment Effective Date (or such later date as agreed to by the Administrative Agent), maintain in effect and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions. 
 SECTION 5.08. Use of Proceeds. 

(a) The proceeds of the
Revolving Loans and the Letters of Credit will be used for general corporate purposes, including to finance the working capital needs of the Company and its Subsidiaries and other lawful uses
to the extent permitted by this Agreement. The proceeds of the FILO Term Loans will be used to repay, in accordance with the
terms of this Agreement, a portion of the Revolving Loans outstanding as of the First Amendment Effective Date or the First Amendment Funding Date and otherwise to finance the working capital needs of the Company and its Subsidiaries and other
lawful uses to the extent permitted by this Agreement. No part of the proceeds of any Loan and no Letter of Credit will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X. 
 (b) No Borrower will request
any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its Subsidiaries and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of
Credit (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding,
financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted for a Person required to comply with Sanctions, or 

(iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. 

SECTION 5.09. Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable
carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against such risks (including, without limitation: loss or damage by fire and loss in transit;
theft, burglary, pilferage, larceny, embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained by companies of established repute engaged in the same or similar
businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral Documents. The Borrowers will furnish to the Lenders, upon request of the Administrative Agent, information in reasonable detail as
to the insurance so maintained. 

  
 131 













 SECTION 5.10. Casualty and Condemnation. The Borrowers will (a) furnish to the
Administrative Agent and the Lenders prompt written notice 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 material portion of the Collateral or
interest therein under power of eminent domain or by condemnation or similar proceeding and (b) ensure that the net proceeds of Collateral from any such event (whether in the form of insurance proceeds, condemnation awards or otherwise) are
collected and deposited into Deposit Accounts or Securities Accounts subject to the perfected Lien of the Administrative Agent in accordance with the applicable provisions of this Agreement and the Collateral Documents. 

SECTION 5.11.Appraisals. 

(a) On or around to February 28, 2023 (but not later than March 5, 2023), the Loan Parties will provide the Administrative Agent with
an Acceptable Inventory Appraisal, effective as of December 31, 2022 (the “Initial Post-Closing Appraisal”). At any time
that the Administrative
Agent reasonably requests (but for the avoidance of doubt, no new inventory appraisal shall be requested until after
the delivery of the Initial Post-Closing Appraisal), each Loan Party will provide the Administrative
Agent with Acceptable Inventory Appraisals but no more than once during each successive six-month period after the First Amendment Effective Date (for a total of two such Inventory appraisals during the
first successive twelve-month period after the First Amendment Effective Date, inclusive of the Initial Post-Closing Appraisal), such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law.
From and after the first anniversary of the First Amendment Effective Date, the Loan Parties shall be responsible for the costs of expenses of one Acceptable Inventory Appraisal of Inventory during each successive twelve-month period after the First
Amendment Effective Date (for a total of one such Acceptable Inventory Appraisals during each such successive twelve-month period); provided however that additional Acceptable Inventory Appraisals may be initiated at the Borrowers’ cost and
expense at any time after Availability falls below the greater of (i) $214,700,000
and (ii) 20% of the Line Cap for five consecutive Business Days (until such time as Availability is equal to or
greater than the greater of (i) $214,700,000 and (ii) 20% of the Line Cap for twenty consecutive
days); provided, further that, (I) in calculating the “Revolving Borrowing Base” as used in determining
“Line Cap” for purposes of the foregoing clause of this Section 5.11(a) (but for the avoidance of doubt, not in calculating the “Revolving Borrowing Base” as used in determining “Line Cap” for purposes of the
“Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any and (II) upon the occurrence and during the continuance of any Audit
Exception Period, each of the percentages set forth above shall be increased by two and one-half percentage points. For the avoidance of doubt, for purposes of any calculations hereunder or otherwise, any new Acceptable Inventory Appraisal shall not
take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable Inventory Appraisal. Additionally, there shall be no limitation on the number or frequency of Inventory
appraisals if an Event of Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at
the request of a Loan Party in connection with the addition of a new Loan Party or new Revolving Borrowing Base or FILO Borrowing Base assets hereto. It is understood and agreed that the Acceptable Inventory Appraisals referred to in this clause
(a) shall also be for the benefit of the FILO Agent and the FILO Term Loan Lenders, and so long as the FILO Term Loans remain outstanding, the FILO Agent have the right to conduct any such Acceptable Inventory Appraisals described in this
clause (a) during any such twelve-month period at the Loan Parties’ expense to the extent such Acceptable Inventory Appraisals are not conducted by the Administrative Agent pursuant to this clause (a); provided, however, that the FILO
Agent shall not conduct any such Acceptable Inventory Appraisals until the date that is at least six (6) months after the First Amendment Effective Date and no more frequently than the greater of (i) 

  
 132 













 
two times during each successive twelve-month period after the First Amendment
Effective Date (no more than one during each successive six-month period after the First Amendment Effective Date) and (ii) the maximum number permitted by this clause (a). In the event the FILO Agent conducts any such Acceptable Inventory
Appraisals pursuant to the terms hereof, the Administrative Agent and the Borrowers shall promptly (but in any event within two (2) Business Days of receipt of the results of such appraisal from the FILO Agent) implement the Net Orderly
Liquidation Value set forth in such appraisal to the calculation of the Revolving Borrowing Base and the FILO Borrowing Base. 

(b) At any time that the
AdministrativeFILO Agent reasonably requests after the date that is at least 6 months after the First Amendment Effective
Date, each Loan Party will provide the AdministrativeFILO Agent with appraisals or updates thereof of its Inventory, from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis reasonably satisfactory
to the Administrative
AgentAcceptable IP Appraisals but no more than once during each successive six-month period after such
date (for a total of two such Intellectual Property appraisals during each successive twelve-month period after such date), such appraisals and updates to include, without limitation,
information required by any applicable Requirement of Law. The Loan Parties shall be responsible for the costs of expenses of one appraisalAcceptable IP Appraisal during each successive twelvesix-month period after the
RestatementFirst Amendment Effective Date (for a total
of onetwo such Inventory
appraisalIntellectual Property appraisals during each such
successive twelve-month period); provided however that additional Inventory
appraisalsAcceptable IP Appraisals may be initiated at the
Borrowers’ cost and expense at any time after Availability falls below the greater of (i) $190,000,000 and (ii) 20% of the Line Cap
for five consecutive Business Days (until such time as Availability is equal to or greater than the greater of
(i) 
$190,000,000
and (ii) 20% of the Line Cap for twenty consecutive days). Additionally, there shall be no limitation on the number or frequency of
Inventory appraisalsAcceptable IP Appraisals if an Event of
Default has occurred and is continuing, and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted (x) while an Event of Default has occurred and is continuing or (y) at the request of a Loan
Party in connection with the addition of a new Loan Party or new
FILO Borrowing Base assets hereto. For the avoidance of doubt, for
purposes of any calculations hereunder or otherwise, any new Acceptable IP Appraisal shall not take effect until the delivery of the first Borrowing Base Certificate that is delivered immediately after the delivery of such new Acceptable IP
Appraisal. 
 SECTION 5.12. [Reserved]. 

SECTION 5.13. Canadian Pension Plans and Canadian Benefit Plans. 

(a) For each existing, or hereafter adopted, Canadian Pension Plan and Canadian Benefit Plan, each Loan Party will in a timely fashion comply
with and perform in all material respects all of its obligations under and in respect of such Canadian Pension Plan or Canadian Benefit Plan, including under any funding agreements and all applicable laws (including any fiduciary, funding,
investment and administration obligations), unless any failure to so comply or perform could not reasonably be expected to have a Material Adverse Effect. 

(b) All employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of each Canadian Pension Plan
or Canadian Benefit Plan shall be paid or remitted by each Loan Party in a timely fashion in accordance with the terms thereof, any funding agreements and all applicable laws, unless any failure to do so could not reasonably be expected to have a
Material Adverse Effect. 

  
 133 













 SECTION 5.14. Additional Loan Parties and Collateral; Further Assurances.
(a) Subject to applicable Requirements of Law, each Loan Party will cause each U.S. Subsidiary or Canadian Subsidiary that is a Material Subsidiary formed or acquired after the date of this Agreement to become a Loan Party by executing a
Joinder Agreement within thirty (30) days of becoming a Material Subsidiary (or such later date as may be agreed to by the Administrative Agent). In addition to the foregoing, the Company may, at its option, cause any other Subsidiary to become
a Loan Party by executing a Joinder Agreement. For the avoidance of doubt, Personalizationmall.com, a Delaware corporation, shall not be required to become a Loan
Party pursuant to the first sentence of this Section 5.14(a), but may become a Loan Party at the Company’s option pursuant to the second sentence of this Section 5.14(a). In
connection with any such execution and delivery of a Joinder Agreement, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Material Subsidiaries as may be required to comply
with the applicable “know your customer” rules and regulations, including the USA PATRIOT Act and the Proceeds of Crime Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor
hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other
Secured Parties, in any property of such Loan Party which constitutes Collateral. For the avoidance of doubt, the addition of a Subsidiary as a Borrower is also subject to Section 2.25 and Section 4.03. 

(b) Notwithstanding the foregoing, no Canadian Subsidiary that was or is acquired after the Effective Date (including any Canadian Subsidiary
formed to acquire one or more other Persons formed or organized under the laws of Canada or any province or territory thereof or assets consisting of a Canadian trade or business) and no CFC Holdco or Foreign
Subsidiary that was or
is acquired or formed after the Effective
Date shall be required to guarantee the debt of any U.S. Borrower, unless any such guarantee would not give rise to adverse tax consequences (pursuant to U.S. Internal Revenue Code Section 956 or any other provision of applicable U.S. or
non-U.S. law), as determined by the Company in its reasonable discretion in consultation with its tax advisors and communicated to the Lenders and the Administrative Agent in writing. 

(c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and
delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of UCC and PPSA financing statements, and other documents and such other
actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of
this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at
the expense of the Loan Parties. Notwithstanding anything to the contrary herein, no Loan Party shall be required to make any
filings or take any actions, or to reimburse the Administrative Agent for making such filings or taking such actions, to record or to perfect the Administrative Agent’s security interest in any Intellectual Property other than any such actions
taken or filings made in the United States or Canada in respect of the Administrative Agent’s security interest in Intellectual Property. 

(d) Notwithstanding anything to the contrary in this Section (including the preceding clause (b)), if at any time after the Effective Date any
Subsidiary of the Company that is not a Loan Party shall have guaranteed or shall guaranty the obligations under the Senior Notes, any Subordinated Indebtedness or any other Material Indebtedness with respect to which any U.S. Loan Party is a
primary obligor, the Company shall promptly notify the Administrative Agent thereof and, concurrently with such guaranty cause such Subsidiary to comply with Section 5.14(a) hereof; it being understood that such Person shall only be required to
grant Liens in favor of the Administrative Agent pursuant to the preceding clause (c) to the extent required by Section 6.02(j). 

  
 134 













 SECTION 5.15. Post-Closing Matters. The Loan Parties shall satisfy each of the
requirements set forth on Schedule 5.15 attached hereto on or before the date specified on such Schedule for each such requirement (or such later date as may be agreed upon by the Administrative Agent). 
 SECTION
5.16. Financial Advisor. 

(a) The Loan Parties shall continue to engage and retain BRG, or such other financial advisor as may be reasonably acceptable to the
Administrative Agent and the FILO Agent (each, a “Financial Advisor”). The retention of any such Financial Advisor shall be on terms and conditions (including as to scope of engagement) reasonably satisfactory to the Administrative Agent
and the FILO Agent. The Administrative Agent and the FILO Agent hereby confirm that, as of the First Amendment Effective Date, the existing engagement of BRG as the Financial Advisor shall satisfy the applicable requirements set forth in this clause
(a). The Financial Advisor shall be retained by and at the sole cost and expense of the Loan Parties and solely on behalf of the Loan Parties at all times. 

(b) The Loan Parties shall cooperate with the Financial Advisor in all material respects. The Loan Parties hereby (i) authorize the
Administrative Agent and the FILO Agent (and their respective agents and advisors) to communicate directly with the Financial Advisor regarding any and all matters related to the Loan Parties and their Affiliates, including, without limitation, all
financial reports and projections developed, reviewed or verified by the Financial Advisor and all additional information, reports and statements reasonably requested by the Administrative Agent or the FILO Agent (it being understood that a
Financial Officer of the Borrower Representative will be invited to participate in such communications), and (ii) authorize and direct the Financial Advisor to provide the Administrative Agent and the FILO Agent (or their respective agents or
advisors), with updates to the Lender Presentation in a form substantially consistent with the initial Lender Presentation delivered prior to the First Amendment Effective Date (or otherwise in form and substance reasonably satisfactory to the
Administrative Agent and the FILO Agent); provided, that, at any time that Availability is less than $300,000,000 for five (5) consecutive Business Days during any fiscal month, such updates to the Lender Presentation shall occur not less
frequently than monthly starting with the immediately succeeding fiscal month and continuing so long as Availability for each successive fiscal month thereafter is less than $300,000,000 for five (5) consecutive Business Days during any such
fiscal month. 
 ARTICLE VI 

Negative Covenants. 

Until all of the Secured Obligations have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and
severally with all of the other Loan Parties, with the Lenders that: 
 SECTION 6.01.Indebtedness. No Loan Party will, nor will it
permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except: 

  
 135 













 (a) the Secured Obligations; 

(b) Indebtedness existing on the date hereofFirst Amendment Effective Date and set forth in Schedule 6.01 (including
the Senior Notes existing on the date hereof and set forth on such Schedule) and any extensions, renewals, refinancings and replacements of any such Indebtedness solely in accordance with clause (f) hereof; 

(c) Indebtedness of any Borrower to any Subsidiary and of any Subsidiary to any Borrower or any other Subsidiary, provided that
(i) Indebtedness of any Subsidiary that is not a Loan Party to any Borrower or any other Loan Party shall be subject to Section 6.04 and (ii) Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be
subordinated to the Secured Obligations on terms reasonably satisfactory to the Administrative Agent and the FILO
Agent; 
 (d) Guarantees by any Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of any
Borrower or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees by any Borrower or any other Loan Party of Indebtedness of any Subsidiary that is not a Loan
Party shall be subject to Section 6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as the Indebtedness so Guaranteed is subordinated to the Secured
Obligations; 
 (e) Indebtedness of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any
fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations 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 extensions, renewals and replacements of any such Indebtedness; provided that (i) such Indebtedness is originally incurred prior to or within 180 days after such acquisition or the completion of such
construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof permitted by clause (f) below, shall not exceed $275,000,00025,000,000 at any time outstanding; 
 (f) Indebtedness which represents extensions, renewals, refinancing,
exchanges, replacements, tenders, payments, prepayments, repayments,
repurchases, acquisitions, redemptions, retirements, cancellations, terminations or replacements (such Indebtedness being so extended, renewed, refinanced, exchanged, tendered, paid, prepaid, repaid, repurchased, acquired, redeemed, cancelled,
terminated or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b),
(i) and
(ki) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that (i) such Refinance Indebtedness does not increase the principal amount of the
Original Indebtedness (plus unpaid accrued interest and premiums thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (ii) if the Original Indebtedness was unsecured, such Refinance Indebtedness shall also be
unsecured; provided, that such Refinance Indebtedness may be secured if such Refinance Indebtedness shall be subject to an
Intercreditor Agreement reasonably acceptable to the Administrative Agent and the FILO Agent and, in any case, any Liens securing such Refinance Indebtedness shall be junior to the Liens securing the Obligations (including the FILO Obligations) in
accordance with clause (b) of the definition of Intercreditor Agreement, (iii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan
Party or any Subsidiary, (iv) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (v) such
Refinance Indebtedness does not result in a shortening of the weighted average life to maturity of such Original Indebtedness andunless there is no principal amortization or maturity date in respect of such
Refinance Indebtedness until at least 91 days after the maturity date of the Obligations and the 

  
 136 













 
FILO Obligations,
(vi) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to
the Administrative Agent, the FILO Agent and the Lenders as those
that were applicable to such Original Indebtedness and (vii) with respect to any series of Senior Notes, such Refinance
Indebtedness transaction shall be “cash-neutral” (or better) to the Loan Parties as determined on an annual basis as of the date of the consummation of such transaction as set forth in the documentation as of such date (and to the extent
amended, supplemented or modified from time to time, as set forth in any such amendment, supplement or modification); provided, that for the avoidance of doubt, the calculation of the amount of annual cash interest shall exclude (x) any
one-time, non-recurring consent or other similar fees and (y) any reasonable (as determined by the Company) costs and expenses incurred or payable in connection therewith; provided, further, that the interest rate of any such Refinance
Indebtedness may be increased so long as, as of the date of the consummation of the transaction as set forth in the documentation as of such date (and to the extent amended, supplemented or modified from time to time, as set forth in any such
amendment, supplement or modification), the annual cash interest expense for such Refinance Indebtedness does not exceed the annual cash interest expense for the Senior Notes, taken as a whole, as of the date hereof. For the avoidance of doubt, the
determination of whether a Refinance Indebtedness transaction is “cash neutral” (or better) shall be determined without taking into account any accrual of paid-in-kind interest over time on such Refinance Indebtedness;

 (g) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or
property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; 

(h) Indebtedness of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case
provided in the ordinary course of business; 
 (i) Indebtedness of any Person that becomes a Subsidiary after the date hereof pursuant to a
Permitted Acquisition in an aggregate principal amount outstanding not to exceed $10,000,000 at any time;
provided that such Indebtedness (i) exists at the time such
Person becomes a Subsidiary and
is(ii) was not created in contemplation of or in connection
with such Person becoming a Subsidiary; and 

(j) Indebtedness of Subsidiaries that are not Loan Parties; provided that, the aggregate outstanding principal amount of Indebtedness
permitted pursuant to this clause (j) shall not exceed
$100,000,00010,000,000
 at any time; 

(k) Indebtedness of the Loan Parties (including, without
limitation, any Indebtedness that, in whole or in part, refinances the Senior Notes but does not satisfy the requirements of Section 6.01(f));
provided, that in the case of any incurrence
of such Indebtedness: 
 (i) no Default shall have occurred and be continuing or would be caused by the incurrence of such Indebtedness;

 (ii) the aggregate principal amount of all
Indebtedness incurred under this clause (k) shall not at any time exceed $750,000,000 plus: 

(A) if such Indebtedness is secured, an additional amount
if, after giving effect to the incurrence of such Indebtedness, the Company has a Secured Net Leverage Ratio of less than or equal to 3.00 to 1.00 determined on a pro forma basis as if such Indebtedness had been incurred on the first day of the most
recent four fiscal quarter period for which financial statements have been delivered under Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a)
or (b), the most recent financial statements referred to in Section 3.04(a)); 

  
 137 













 (B) if
such Indebtedness is unsecured, an additional amount if, after giving effect to the incurrence of such Indebtedness, Company has a Total Net Leverage Ratio of less than or equal to 4.00 to 1.00 determined on a pro forma basis determined on a pro
forma basis as if such Indebtedness had been incurred on the first day of the most recent four fiscal quarter period for which financial statements have been delivered under Section 5.01(a) or (b) (or, if prior to the date of the delivery
of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)); 

(iii) in the event that such Indebtedness is secured by Liens
on Collateral constituting ABL Assets, such Indebtedness is subject to an Intercreditor Agreement subordinating the
priority of such Liens to the Liens granted to secure the Secured Obligations;

 (iv) if such Indebtedness is secured both by
Liens on ABL Assets and Liens on Non-ABL Assets, then the Administrative Agent and the Lenders shall receive a crossing junior lien on such Non-ABL Assets (other than real property) subject to the terms of an Intercreditor Agreement;
 

(v) such Indebtedness does not mature prior to 91 days after
the Maturity Date;  
 (vi) such Indebtedness does not have a shorter weighted average life to maturity than any term loans issued under this Agreement; and 
 (vii) such
Indebtedness is not guaranteed by any Person that is not a Loan Party 

(k)
[reserved]; 

(l) Indebtedness incurred under the terms of leases of real property whereby the landlords provide financing for tenant improvements; 

(m) Indebtedness consisting of (i) the financing of insurance premiums and (ii) take-or-pay obligations contained in supply
arrangements, in each case, in the ordinary course of business; 
 (n) obligations under any agreement governing the provision of treasury or
cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check
concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services; and 

(o) other Indebtedness in an aggregate principal amount not exceeding $100,000,000 at any time outstanding. 

SECTION 6.02.Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect of any thereof, except: 

  
 138 













 (a) Liens created pursuant to any Loan Document; 

(b) Permitted Encumbrances; 
 (c)
any Lien on any property or asset of any Borrower or any Subsidiary existing on the date
hereofFirst Amendment Effective Date and set forth in
Schedule 6.02; provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary or any other Borrower or Subsidiary and (ii) such Lien shall secure only those obligations which it
secures on the date hereof, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof; 

(d) Liens on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such
Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not apply to any other property or assets of such Borrower or Subsidiary or any
other Borrower or Subsidiary; 
 (e) any Lien existing on
any property or asset (other than Inventory and Credit Card Receivables and proceeds thereof) prior to the acquisition thereof by any Borrower or any
Subsidiary or existing on any property or asset (other than ABL Assets) of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that
(i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Subsidiary and (iii)
such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding
principal amount thereofassumed in connection with a Permitted Acquisition that secures Indebtedness permitted by
Section 6.01(i); 
 (f) Liens of a collecting bank arising in the
ordinary course of business under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; 

(g) Liens arising out of sale and leaseback transactions permitted by Section 6.05; 

(h) Liens granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party or any other Subsidiary in respect of
Indebtedness owed by such Subsidiary; 
 (i) Liens securing Indebtedness of Subsidiaries that are not Loan Parties permitted under
Section 6.01(j); 
 (j) Liens securing Indebtedness of
the Company and any Loan Party permitted under Section 6.01(k) (for the avoidance of doubt, subject to any Intercreditor Agreement required
thereby)[reserved]; 

(k) in connection with the sale or transfer of any Equity Interests or other assets in a transaction permitted under Section 6.05,
customary rights and restrictions contained in agreements relating to such sale or transfer pending the completion thereof; 
 (l) in the
case of (i) any Subsidiary that is not a wholly owned Subsidiary or (ii) the Equity Interests in any Person that is not a Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in
such Subsidiary or such other Person set forth in the organizational documents of such Subsidiary or such other Person or any related joint venture, shareholders’ or similar agreement; and 

  
 139 













 (m) Liens on assets of the Company and its Subsidiaries not constituting Collateral securing
Indebtedness or other obligations; provided that the aggregate principal amount of the Indebtedness or other obligations secured by such Liens does not exceed
$50,000,00010,000,000
 at any time outstanding;
and 

(n) Liens securing Indebtedness incurred under Section 6.01(f) that is permitted to be secured in accordance with Section 6.01(f) (for
the avoidance of doubt, subject to an Intercreditor Agreement subordinating the priority of such Liens to the Liens
granted to secure the Secured Obligations), so long as at the time of incurrence of such Indebtedness (or, at the
Company’s option, as of the date any exchange transaction is offered to holders of the Senior Notes so long as the incurrence of such Indebtedness is consummated no more than 35 days of such offer (or such longer period as agreed to by the FILO
Agent) after such offer date), Liquidity is at least $300,000,000. 
 SECTION 6.03.Fundamental Changes.
(a) No Loan Party will, nor will it permit any Subsidiary to, except as permitted pursuant to Section 6.05, merge into or consolidate or amalgamate with any other Person, or permit any other Person to merge into or consolidate or
amalgamate with it, or otherwise Dispose of all or substantially all of its assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that,
if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of the Company may merge into, or consolidate or amalgamate with, the Company in a transaction in
which the Company is the surviving entity, (ii) any Subsidiary of any Borrower may merge into, or consolidate or amalgamate with, a Loan Party (other than the Company) in a transaction in which such Loan Party is the surviving entity,
(iii) any Loan Party (other than a Borrower) may merge into, or consolidate or amalgamate with, any other Loan Party in a transaction in which the surviving entity is a Loan Party and (iv) any Subsidiary that is not a Loan Party may merge
into, or consolidate or amalgamate with, any other Subsidiary that is not a Loan Party, or may liquidate or dissolve if the Company determines in good faith that such liquidation or dissolution is in the best interests of the Company and is not
materially disadvantageous to the Lenders; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately prior to such merger shall not be permitted unless also permitted by Section 6.04. 

(b) No Loan Party will consummate a Division as the Dividing Person, without the prior written consent of Administrative Agent and the FILO Agent. Without limiting the foregoing, if any Loan Party that
is a limited liability company consummates a Division (with or without the prior consent of Administrative Agent as required above), each Division Successor shall be required to comply with the obligations set forth in Section 5.14 and the
other further assurances obligations set forth in the Loan Documents and become a Loan Party under this Agreement and the other Loan Documents. 

(c) No Loan Party will, nor will it permit any Subsidiary to, engage to any material extent in any business other than businesses of the type
conducted by the Borrowers and their Subsidiaries on the date hereof and businesses reasonably related, complementary or ancillary thereto. 

SECTION 6.04.Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to make
any Investments, except: 

  
 140 













 (a) cash and Permitted Investments; 

(b) Investments in existence on the date
hereofFirst Amendment Effective Date and described in
Schedule 6.04; 
 (c) Investments (including Guarantees) by the Company in any Subsidiary or by any Subsidiary in the Company
or any other Subsidiary, provided that the aggregate amount of Investments by Loan Parties in Subsidiaries that are not Loan Parties made after the Restatement Effective Date shall not exceed $100,000,000, together with Investments
made pursuant to Section 6.04(o) below, $10,000,000 at any time outstanding;
provided, further, that, to the extent constituting an Investment, the payment and guarantee by
Loan Parties of operating lease obligations of a non-Loan Party shall be permitted and shall not be counted against the maximum amount of Investments permitted under this clause (c), so long as such payments and guarantees are related solely to such
operating lease obligations and any Investments in non-Loan Parties required in connection therewith are made substantially concurrently with any required payments of such obligations; 

(d) notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect to
settlement of such Account Debtor’s Accounts in the ordinary course of business and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to
prevent or limit loss; 
 (e) Investments in the form of Swap Agreements permitted by Section 6.07; 

(f) Investments of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates, amalgamates or merges with a
Borrower or any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger, consolidation or amalgamation; 

(g) Investments received in connection with Dispositions permitted by Section 6.05; 

(h) Investments constituting deposits described in the definition of the term “Permitted Encumbrances”; and 

(i) at any time after the
FILO Obligations have been paid in full in cash and the occurrence of the First Amendment Increase Termination Date, Permitted Acquisitions; 

(j) at any time after the
FILO Obligations have been paid in full in cash and the occurrence of the First Amendment Increase Termination Date, any other Investments (excluding Acquisitions); provided that, after giving pro forma effect to any such
Investment pursuant to this clause (j), the Payment Condition shall be satisfied with respect to such Investment; 
 (k) Investments received
in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; 

(l) deposits, prepayments and other credits to suppliers, lessors and landlords made in the ordinary course of business and consistent with
past practices; 

  
 141 













 (m) advances by the Company or any Subsidiary to employees in the ordinary course of
business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes; 
 (n) phantom stock or
similar plans providing for payments on account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries; and 

(o) other Investments (excluding Acquisitions) not to exceed
$100,000,000, together with Investments made pursuant to Section 6.04(c) above, $10,000,000, in the aggregate at any time; 

provided, however, no Investments of Material Intellectual Property
shall be made in any Person (other than a Loan Party) except with respect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result of an Investment otherwise permitted hereunder, and in any such case, such
Investment, if applicable, shall be subject to a non-exclusive, irrevocable (until Payment in Full) royalty-free license of
such Material Intellectual Property in favor of the Administrative Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the
Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Security Agreement (or otherwise reasonably satisfactory to the Administrative Agent)(x) except with respect to Dispositions described in clauses (h), (j) (with respect to the rights to use Intellectual Property in
connection with the Canadian business) or (k) of Section 6.05 (each a “Specified Permitted Disposition”), no Investments of Material Intellectual
Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be
made in any Person (other than a Loan Party) and (y) notwithstanding anything herein to the contrary, from and after the First Amendment Effective Date, no additional Investments by any Loan Party in either of Home & More, S.A. de C.V.
or assets comprising the Equity Interests of entities organized in Canada or assets, revenue, inventory and other operations of the Company and its Subsidiaries comprising the business that is located in Canada (whether in whole or in part) shall be
permitted without the prior written consent of the Administrative Agent, the FILO Agent and the Required Lenders, except Investments in such entities to fund day-to-day operations consistent with past practice. 
 SECTION 6.05. Asset Sales. No Loan Party will, nor will it permit any Subsidiary to,
Dispose of any asset, including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to another Borrower or another Subsidiary in compliance with
Section 6.04), except: 
 (a) Dispositions of (i) Inventory in the ordinary course of business and (ii) used, obsolete, worn
out or surplus equipment or property in the ordinary course of business; 
 (b) Dispositions of assets to any Borrower or any Subsidiary, provided that any such Dispositions involving a Subsidiary that is not aother Loan Party shall be made in compliance with Section 6.09(a); 

(c) Dispositions of Accounts in connection with the compromise, settlement or collection thereof; 

  
 142 













 (d) Liens permitted by Section 6.02, Investments permitted by Section 6.04 and
Restricted Payments permitted by Section 6.08; 
 (e) as long as no Event of Default has occurred and is continuing or would result
therefrom, Dispositions of real estate, including fee and/or leasehold interests (or Dispositions of any Person or Persons created to hold such real estate interests or the Equity Interests in such Person or Persons), including sale and leaseback
transactions involving any such real estate pursuant to leases on market terms, as long as such Disposition is made for fair market value; 

(f) Dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or
similar proceeding of, any property or asset of any Borrower or any Subsidiary; 
 (g) [reserved];Dispositions
of the Inventory of a Loan Party not in the ordinary course of business in connection with store closings, at arm’s length; provided, that (i) all Net Cash Proceeds received in connection therewith are applied to the Obligations if then
required in accordance with Section 2.11(b)(ii) and, (ii) such store closures and related Inventory Dispositions shall not exceed in the aggregate from and after the First Amendment Effective Date, twenty-five percent (25.0%) of the
number of the Loan Parties’ stores in existence as of the First Amendment Effective Date (net of new store openings); provided, further, that all sales of Inventory in connection with store closings shall be in accordance with liquidation
agreements and with professional liquidators reasonably acceptable to the Administrative Agent and the FILO Agent; 

(h) non-exclusive licenses of intellectual property of a Loan
Party or any of its Subsidiaries in the ordinary course of business; and(i) non-exclusive licenses and
non-exclusive sub-licenses of Intellectual Property granted to others
in the ordinary course of
business which do not (x) interfere in any material respect with the business of the Company or any Subsidiary,
taken as a whole, or (y) secure any Indebtedness, (ii) the allowance of the abandonment, cancellation, lapse or other Disposition of Intellectual Property (other than any Material Intellectual Property) that is immaterial to or no longer used,
useful or economically practicable to maintain in the conduct of the business of the Loan Parties or any of its
Subsidiaries and (iii) in connection with the Disposition permitted pursuant to Section 6.05(j) or
(k), an exclusive license, in form and substance reasonably acceptable to the Administrative Agent and the FILO Agent with respect to customary sell-through provisions, with respect to such geographic territory, of limited time duration, in fields
of use or of customized products for specific customers in exchange for royalty payments; provided, however, in connection with any such exclusive license of Intellectual Property in connection with a Disposition permitted pursuant to
Section 6.05(j), the FILO Agent may engage an appraiser to conduct an Acceptable IP Appraisal (for the avoidance of doubt, the number of any such appraisals shall not be limited by the terms of Section 5.11(b) and shall be at the Loan
Parties’ expense); 
 (i) Dispositions of assets that are not permitted
by any other clause of this Section, in an aggregate amount not to exceed $10,000,000 during the term of this
Agreement, provided that as a condition to any such Disposition (i) such Disposition shall be made for fair value and at least 75% cash consideration, (ii) no Event of Default
shall have occurred and be continuing at the time of, or would result from, such Disposition, (iii) if applicable, the Company shall have redetermined the
Borrowing Base pursuant to Section 5.01(e) and Availability, and shall have prepaid[reserved], (iv) all
Net Cash Proceeds received in connection therewith are applied to the Obligations pursuant
toif then required in accordance with
Section 2.11, in each case,
after giving pro forma effect to such Disposition(b) and (ivv) after giving pro forma effect to any adjustment to the Revolving Borrowing Base and the FILO Borrowing Base arising from such Disposition, the
Payment Condition shall be satisfied with respect to such Disposition; provided further that, the Loan Parties may make 

  
 143 














(j)
Dispositions pursuant to this Section 6.05(i) of (A) all or substantially all of theof assets or 100% ofcomprising the Equity Interests of a Subsidiary disclosed separately to the Administrative Agent and the Lenders prior to the Restatement Effective Date so long as such Subsidiary is not a Loan Party at the time of
such Disposition and (B) additional assets of up to $100,000,000 during the term of this Agreement, so long as, in any such case clauses (i), (ii) and (iii) of the immediately preceding proviso are satisfied with respect thereto; and
provided further that for purposes of the foregoing clause (i)(i), the amount
of (x) any liabilities (as shown on the Company’s most recent balance sheet or in the notes thereto) of the Company or any Subsidiary (other than liabilities that are by their terms subordinated to the Secured Obligations) that are assumed
by the transferee of any such assets and from whichentities organized in
Canada or assets, revenue, inventory and other operations of the Company and its Subsidiaries comprising the business that is located in Canada (whether in whole or in part), so long as, (i) no Event of Default has occurred and is continuing or
would immediately result therefrom (ii) the Company or any Subsidiaryshall have been validly released by
all creditors in writing, (y) any securities received by the Company or any Subsidiary from such transferee that are converted by the Company or any Subsidiary into cash (to the extent of the cash received) within 90 days following the closing
of such Dispositions, and (z) except in the case of the sale of Collateral, any Designated Noncash Consideration received by the Company or any Subsidiary in such asset sale having an aggregate fair market value, taken together with all other
Designated Noncash Consideration received pursuant to this clause (z) not to exceed $100,000,000 in the aggregate during the term of this Agreement, shall be deemed to be cash for purposes of this paragraph;redetermined the Revolving Borrowing Base, the FILO Borrowing Base and Availability and shall
deliver an updated Borrowing Base Certificate on the date of, and giving pro forma effect to such
Disposition (for the avoidance of doubt, eliminating the value of the Eligible Tradenames attributable to the
Canadian operations so Disposed) and (iii) the Payment Condition shall be satisfied, on a pro forma basis, immediately before and after giving effect to such Disposition; provided, for the avoidance of doubt, in connection with any such
Disposition, exclusive licenses contemplated by Section 6.05(h) shall be permitted;  

provided,
however,
 

(k) Dispositions of Equity Interests or assets, revenue, inventory and other operations comprising the business and stores relating to
Home & More, S.A. de C.V. (whether in whole or in part), so long as, (i) no Event of Default has occurred and is continuing or would immediately result therefrom, and (ii) the Company shall have redetermined the Revolving
Borrowing Base, the FILO Borrowing Base and Availability; provided, for the avoidance of doubt, in connection with any such Disposition, exclusive licenses contemplated by Section 6.05(h) shall be permitted; and 

(l) Dispositions of assets comprising the Subject Note, so long as, no Event of Default has occurred and is continuing or would immediately
result therefrom; 

provided, (x) except
with respect to clause
(h) aboveSpecified Permitted Dispositions, no
Dispositions of Material Intellectual Property (or, at any time that any FILO Term Loans remain outstanding, any Intellectual
Property) shall be made by any Person (other than to a Loan Party) except with respect to intellectual property relating solely to
aand (y) in no event shall the Loan Parties consummate any
Disposition of the Subject Division without the prior written consent of the Administrative Agent, the Required Lenders and the FILO Agent. 

  
 144 














SECTION 6.06. Limitation
on Certain Liens. No Loan Party shall grant a security interest on “Property” as defined in the Senior Notes Indenture as in effect on the First Amendment Effective Date in favor of
any Person that ceases to be a Loan Party as a result of a Disposition otherwise permitted hereunder, and in any such case, such Disposition, if applicable, shall be subject to a non-exclusive,
irrevocable (until Payment in Full) royalty-free license of such Material Intellectual Propertysecured Indebtedness
for borrowed money, unless a security interest senior or pari to the security interest securing such Indebtedness is granted thereon by such Loan Party in favor of the Administrative
Agent (for use in connection
with the exercise of rights and remediesbenefit of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially similar to the license described in Section 5.4 of the Security Agreement (or
otherwise reasonably satisfactory to the Administrative
Agent)hereunder)
 and such Person enters into an Intercreditor Agreement. 
 SECTION
6.06.[Reserved]
. 
 SECTION 6.07.Swap Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap
Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those in respect of Equity Interests of any Borrower or any of its Subsidiaries), and
(b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or
investment of any Borrower or any Subsidiary. 
 SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness. 

(a) No Loan Party will, nor will it permit any Subsidiary to, make, directly or indirectly, any Restricted Payment, except (i) the Company
may pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock,
subject to the restrictions under Section 6.04(c), (ii) Subsidiaries may distribute any cash, property or assets to the Company or to any other Loan Party and Subsidiaries that are not Loan Parties may distribute cash, property or assets
to any other Subsidiary that is not a Loan Party, (iii) Subsidiaries may pay dividends ratably with respect to their Equity Interests, (iv) the Company may repurchase Equity Interests upon the exercise of stock options, deferred stock
units and restricted shares held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing), to
the extent such Equity Interests represent a portion of the exercise price of such stock options, deferred stock units or restricted
shares, and (v) the Company may make cash payments in lieu of the
issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for shares of common stock in the Company, and (vi) the Company may make other Restricted Payments;
provided, that after giving pro forma effect
to any such Restricted Payment pursuant to this clause (vi), the Payment Condition shall be satisfied with respect to such Restricted Payment; 

provided, however, no Restricted Payments of Material Intellectual Property
(or, at any time that any FILO Term Loans remain outstanding, any Intellectual Property) shall be made by any Person
(other than to a Loan Party) except with respect to intellectual property relating solely to a Person that ceases to be a Loan Party as a result of a Restricted
Payment otherwise permitted hereunder, and in any such case, such Restricted Payment, if applicable, shall be subject to a non-exclusive, irrevocable (until Payment in Full) royalty-free license of such Material Intellectual Property in favor of the
Administrative Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be substantially similar to the license described in
Section 5.4 of the Security Agreement (or otherwise reasonably satisfactory to the Administrative Agent). 

  
 145 













 (b) No Loan Party will, nor will it permit any Subsidiary to, make directly or indirectly,
any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Specified Indebtedness, or any payment or other distribution (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Specified Indebtedness, except: 

(i) payment of regularly scheduled interest, and principal payments as and when due in respect of any Specified Indebtedness permitted under
Section 6.01, other than payments in respect of Subordinated Indebtedness prohibited by the subordination provisions thereof; 
 (ii)
refinancings, exchanges, tenders, repayments, prepayments, repayments, repurchases, acquisitions, redemptions, retirements, cancellations or terminations (including Indebtedness for Indebtedness exchanges) of Specified Indebtedness to the extent permitted by
Section 6.01(f); 

(iii) payments, refinancings, exchanges, tenders, repayments,
prepayments, repurchases, acquisitions, redemptions, retirements, cancellations or terminations of secured Specified Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Specified
Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05[intentionally
omitted]; 
 (iv) payments, refinancings, exchanges, tenders, repayments,
prepayments, repurchases, acquisitions, redemptions, retirements, cancellations or terminations of or in respect of Specified Indebtedness solely by (x) utilizing issuances of any Equity Interests of the Company to repay, refinance,
exchange, tender, prepay, repurchase, acquire, redeem, retire, cancel or terminate any such Specified Indebtedness, (y) an aggregate amount equal to the sum of (1) the net cash proceeds received from the issuance of any Equity Interests of the
Company and (2) the Net Cash Proceeds from any Disposition otherwise permitted by this Agreement or otherwise consented to in
accordance with the terms of this Agreement, to the extent such Net Cash Proceeds are not required to be used to prepay the Obligations in accordance with Section 2.11(b), in each case, with respect to any such equity issuances or Dispositions
occurring on or after the First Amendment Effective Date, or (z) utilizing any other cash or cash equivalents, including proceeds of any Revolving Loans (solely upon the maturity of any such Specified Indebtedness), in an aggregate amount not
to exceed $50,000,000; and 

(v) payments, refinancings, exchanges, tenders, repayments, prepayments, repurchases, acquisitions, redemptions, retirements, cancellations or
terminations by any Subsidiary that is not a Loan Party of or in respect of Specified Indebtedness incurred by any Subsidiary that is not a Loan Party;
and 

(vi) payments, repayments, exchanges, tenders, prepayments,
repurchases, acquisitions, redemptions, retirements, cancellations, terminations or distributions in respect of any Specified Indebtedness; provided that after giving pro forma effect to any such payments, exchanges, tenders, repayments,
prepayments, repurchases, acquisitions, redemptions, retirements, cancellations, terminations or
distributions pursuant to this clause (vi), the Payment Condition shall be satisfied with respect to such
event 

  
 146 














provided, in no event shall any proceeds
of any Revolving Loans be utilized to consummate any of the foregoing transactions specifically described under clause (b)(ii) or (b)(iv) above with respect to Section 6.01(f)(vii) except in accordance with clause (z) of
Section 6.08(b)(iv). 
 SECTION 6.09. Transactions with
Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions
with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on
an arm’s-length basis from unrelated third parties, (b) transactions between or among any Loan Parties not involving any other Affiliate, (c) any Investment permitted by Sections 6.04, (d) any intercompany Indebtedness permitted
under Section 6.01, (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted under Section 6.04, (g) the payment of reasonable fees to directors of any Borrower or any
Subsidiary who are not employees of such Borrower or Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of the Borrowers or their Subsidiaries in the
ordinary course of business and (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by a
Borrower’s or Subsidiary’s board of directors. 
 SECTION 6.10. Restrictive Agreements. No Loan Party will, nor will it
permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party or any Subsidiary to create,
incur or permit to exist any Lien upon the Collateral to secure the Secured Obligations, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or
advances to any Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by
any Loan Document or other agreement evidencing Secured Obligations, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10 (but shall apply to any extension or renewal
of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or Equity Interests or of a Subsidiary pending such sale,
provided that such restrictions and conditions apply only to the assets or Equity Interests or such Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (v) clause (a) of the foregoing shall not apply to customary provisions in leases, subleases, licenses, sublicenses and other contracts restricting the assignment
thereof, (vi) the foregoing shall not apply to restrictions on Equity Interests in joint ventures contained in any documents relating to the formation or governance thereof, (vii) clause (a) of the foregoing shall not apply to cash
required to secure letters of credit, surety bonding obligations or similar obligations, and (viii) clause (b) of the foregoing shall not apply to restrictions pursuant to any other indenture or agreement governing the issuance of
Indebtedness permitted hereunder, provided that such restrictions and conditions are customary for such Indebtedness as reasonably determined in the good faith judgment of the Company. 

  
 147 













 SECTION 6.11. Amendment of Material Documents. No Loan Party will, nor will it permit
any Subsidiary to, amend, modify or waive any of its rights under (a) any agreement relating to the Senior Notes or, any Subordinated Indebtedness or any Material Intellectual Property, (b) its charter, articles or certificate of incorporation or organization,
by-laws, operating, management or partnership agreement or other organizational or governing documents or (c) any Credit Card Agreement, in each case to the extent any such amendment, modification or waiver would reasonably be expected to
result in a Material Adverse Effect. 
 SECTION 6.12. Canadian Pension Plans. The Loan Parties shall not (a) contribute to
or assume an obligation to contribute to any Canadian Defined Benefit Plan, without the prior written consent of the Administrative Agent, or (b) acquire an interest in any Person if such Person sponsors, administers, maintains or contributes
to or has any liability in respect of any Canadian Defined Benefit Plan, or at any time in the five-year period preceding such acquisition has sponsored, administered, maintained, or contributed to a Canadian Defined Benefit Plan, without the prior
written consent of the Administrative Agent. 
 SECTION 6.13. Applications Under the CCAA and BIA. Each Borrower and each other Loan
Party and its Subsidiaries acknowledges that its business and financial relationships with the Lenders are unique from its relationship with any other of its creditors. Each Borrower and each other Loan Party and its Subsidiaries agrees that it
shall not file any plan of arrangement under the CCAA or proposal under the BIA which provides for, or would permit, directly or indirectly, the Lenders to be classified with any other creditors of such Borrower and each other Loan Party and its
Subsidiaries for purposes of such CCAA plan of arrangement, BIA proposal or otherwise. 
 SECTION 6.14. Fixed Charge Coverage
Ratio. As of the end of any
fF
iscal
qQ
uarter, commencing with the most recent fFiscal qQuarter for which Borrowers’ financial statements have been (or should have
been) delivered prior to the date on which Availability is less than the greater of (a) 1012.5% of the
sum of (i) the Line
Cap and (ii) the FILO Borrowing Base and (b) $95,000,000165,000,000
, the Company will not permit the Fixed Charge Coverage Ratio to be less than 1.0 to 1.0; provided, that (I) in
calculating the “Revolving Borrowing Base” as used in determining the “Line Cap” for purposes of the foregoing clause of this Section 6.14 and (but for the avoidance of doubt, not in calculating the “Revolving Borrowing
Base” used in determining the “Line Cap” for purposes of “Availability” as used herein), such calculation of the “Revolving Borrowing Base” shall be made without giving effect to the FILO Deficiency Reserve, if any
and (II) upon the occurrence and during the continuance of any Audit Exception Period, the percentage set forth in clause (a) above shall be increased by two and one-half percentage points. Once such covenant is in effect,
compliance with
thesubsequent testing of such covenant will be discontinued
on the first day immediately succeeding the last day of the fFiscal qQuarter which includes the twentieth consecutive day on which Availability
remains in excess of the level specified in above, so long as no Event of Default shall have occurred and be continuing.

 SECTION
6.15. FILO Deficiency Reserve. The Loan Parties shall not deliver a Borrowing Base Certificate as and when required hereunder which does not contain the FILO Borrowing Base and the FILO Deficiency Reserve (to the extent required hereunder);
provided, that it shall not constitute a violation of this Section 6.15 if the Borrowers rely on, in calculating the FILO Deficiency Reserve (if any), the amount of Reserves applicable to the Revolving Borrowing Base reflected in the last
Borrowing Base Certificate delivered pursuant to Section 5.01(f) so long as the Borrower Representative was not notified by the Administrative Agent or the FILO Agent prior to the delivery of such Borrowing Base Certificate that the FILO
Deficiency Reserve has increased. 

  
 148 














SECTION 6.16. Specified
Collateral Account. The Loan Parties shall not fail to deposit any proceeds of any Specified Collateral (i) in excess of $1,000,000 into the Specified Collateral Account or (ii) upon written notice from the FILO Agent identifying any such
proceeds as Specified Collateral (together with reasonably satisfactory supporting details thereof); provided, that to the extent the Loan Parties receive mixed proceeds of Specified Collateral and ABL Assets, the Loan Parties shall allocate any
such proceeds of Specified Collateral (in the good faith determination of such Loan Parties) for deposit into the Specified Collateral Account as required by this Section 6.16; provided, further, however, that for a period of 120 days following
the First Amendment Effective Date, the Subject Note shall not be subject to clauses (i) or (ii) above. Each Loan Party authorizes and directs the Administrative Agent to pay over to the FILO Agent all such amounts as required under
Section 6(c) of the Agreement Among Lenders. 

ARTICLE VII

 Events of
Default. 

SECTION
7.01. ARTICLE VII Events of Default.

 If any of the following events (“Events of Default”) shall occur: 

(a) the Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the
same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 
 (b) the
Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document (including, without limitation, the FILO Applicable Premium), when and as the
same shall become due and payable, and such failure shall continue unremedied for a period of fivethree (53) Business Days; 
 (c) any representation or warranty made or deemed made by or on behalf of
any Loan Party or any Subsidiary in, or in connection with, this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made
or deemed made (or in any respect if such representation or warranty is qualified by materiality or Material Adverse Effect); 
 (d) any Loan
Party shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.01(ef)(ii) or (iii), 5.02(a), 5.03 (with respect to a Borrower’s existence),
5.08 or, 5.14 or 5.16 or in Article VI of this Agreement,
(ii) Section 
5.01(ef)(i) of this Agreement and such failure under this clause (ii) shall continue unremedied for a period of five days (in the case of a monthly Borrowing Base Certificate) or two Business Days (in the case of a
weekly Borrowing Base Certificate), or (iii) Section 4.15 or Article VII of the U.S. Security Agreement or Section 4.15 or Article VII of the Canadian Security Agreement; 

  
 149 













 (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those which constitute a default under another Section of this Article VII) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after notice thereof
from the Administrative Agent to the Borrower Representative (which notice will be given at the request of any Lender) if such breach relates to any other provision of any Loan Document; 

(f) any Loan Party or Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable (after giving effect to any applicable grace periods or notice requirements); 

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or
permits (after giving effect to any applicable grace periods or notice requirements) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require
the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of
the property or assets securing such Indebtedness or (y) any Indebtedness that is convertible into Equity Interests, cash or a combination thereof, any redemption, repurchase, conversion or settlement pursuant to its terms unless such
redemption, repurchase, conversion or settlement results from a default thereunder; 
 (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Loan Party or Material Subsidiary or its debts, or of a substantial part of its assets, under any federal, state, provincial or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, interim receiver monitor, administrator, trustee, custodian, sequestrator, conservator or similar official for any Loan Party
or Material Subsidiary or for all or a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be
entered; 
 (i) any Loan Party or Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition or proposal
seeking liquidation, reorganization or other relief under any Federal, state, provincial or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a
timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, interim receiver, monitor, administrator, trustee, custodian, sequestrator,
conservator or similar official for such Loan Party or Material Subsidiary or for all or a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding,
(v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; 

(j) any Loan Party or Material Subsidiary shall become unable, admit in writing its inability, or publicly declare its intention not to, or
fail generally to pay its debts as they become due; 

  
 150 













 (k) one or more judgments for the payment of money in an aggregate amount in excess of
$100,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) shall be rendered against any Loan Party, any Subsidiary or any combination thereof and the same shall remain
undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed or bonded, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Loan Party or any
Subsidiary to enforce any such judgment, which judgments are not stayed on appeals or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; 

(l) (i) an ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in a Material Adverse Effect or (ii) any Lien arises (except for contribution amounts not yet due) in connection with any Canadian Pension Plan and any such event could reasonably be expected to have a Material Adverse
Effect; 
 (m) a Change in Control shall occur; 

(n) the Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or
unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan
Guaranty to which it is a party, or shall give notice to such effect, including, but not limited to notice of termination delivered pursuant to Section 10.08; 

(o) except as permitted by the terms of any Loan Document (i) any Collateral Document shall for any reason fail to create a valid security
interest in any Collateral purported to be covered thereby, or (ii) any Lien, securing any Secured Obligation shall cease to be a perfected, first priority Lien subject to Liens permitted under Section 6.02; 

(p) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any
Loan Party shall challenge the validity or enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction that evidences its assertion, that any provision of any of the Loan Documents has ceased to be or
otherwise is not valid, binding and enforceable in accordance with its terms); or 
 (q) the subordination provisions of any Intercreditor
Agreement 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; 

then, and in every such event (other than an event with respect to the Borrowers described in clause (h) or (i) of this Article VII), and at any
time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take any or all of the following actions, at the same or different times:
(i) terminate the Aggregate Revolving Commitments, whereupon the Aggregate Revolving Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest
thereon and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations of the Borrowers accrued hereunder and under any other Loan Document, shall become due and payable immediately, in each case without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, and (iii) require cash collateral for the LC Exposure in accordance with Section 2.06(j) hereof; and in the case of any event with
respect to the Borrowers described in clause (h) or (i) of this Article VII, the Aggregate Revolving Commitments shall automatically terminate and the principal of the Loans then outstanding and the cash collateral for the LC Exposure, together with accrued interest thereon and all fees (including, for the
avoidance of doubt, any 

  
 151 













 
break funding payments) and other obligations of the Borrowers accrued hereunder and under any other Loan Documents, shall automatically become due and payable, in each case without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall,
increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies
provided under the UCC. 
 ARTICLE VIII 

The Administrative Agent
and FILO Agent. 

SECTION 8.01.Authorization and Action. 

(a) Each Lender, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby irrevocably appoints the
entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent and collateral agent under the Loan Documents and each Lender and the Issuing Bank authorizes the
Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are
reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than within the United States, each Lender and the Issuing Bank hereby grants to the Administrative Agent any required powers of attorney to
execute and enforce any Collateral Document governed by the laws of such jurisdiction on such Lender’s or such Issuing Bank’s behalf. Without limiting the foregoing, each Lender and the Issuing Bank hereby authorizes the Administrative
Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan
Documents. Each FILO Term Loan Lender hereby irrevocably appoints the entity named as FILO Agent in the heading of this Agreement
and its successors and assigns to serve as the FILO Agent under the Loan Documents and each FILO Term Loan Lender authorizes the FILO Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other
Loan Documents as are delegated to
the FILO Agent under such agreements and to exercise such powers as are reasonably incidental thereto. 

(a) (b) As to any matters not expressly provided for herein and in
the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders); provided,
however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification and is
exculpated in a manner satisfactory to it from the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO
Term Loan Lenders) with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the
automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of
law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided, further, that the Administrative 

  
 152 













 
Agent may seek clarification or direction from the Required Lenders or the
Required FILO Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in
the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to any Borrower, any other Loan Party, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


(b) (c) In performing its functions and duties hereunder and under
the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the
Issuing Bank (except in limited circumstances expressly provided for herein relating to the maintenance of the Register) (or in the
case of the FILO Agent, the FILO Term Loan Lenders), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing: 

(i) the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or Secured Party other than as
expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term)
herein or in any other Loan Document with reference to the Administrative Agent is not intended to
connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative
relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions contemplated hereby; 
 (ii)
where the Administrative Agent is required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant to a Loan Document, or is required or deemed to hold any Collateral “on trust”
pursuant to the foregoing, the obligations and liabilities of the Administrative Agent to the Secured Parties in its capacity as trustee shall be excluded to the fullest extent permitted by applicable law; 

(iii) to the extent that English law is applicable to the duties of the Administrative Agent under any of the Loan Documents, Section 1 of
the Trustee Act 2000 of the United Kingdom shall not apply to the duties of the Administrative Agent in relation to the trusts constituted by that Loan Document; where there are inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 of
the United Kingdom and the provisions of this Agreement or such Loan Document, the provisions of this Agreement shall, to the extent permitted by applicable law, prevail and, in the case of any inconsistency with the Trustee Act 2000 of the United
Kingdom, the provisions of this Agreement shall constitute a restriction or exclusion for the purposes of that Act; and 
 (iv) nothing in
this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any
sum or the profit element of any sum received by the Administrative Agent for its own account.


  
 153 














(c) (d) The Administrative Agent may perform any 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 of their respective duties and exercise their respective rights
and powers 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 pursuant
to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct
of any sub agent except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the
Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent. 

(d) (e) None of any Syndication Agent, any Documentation Agent or any Arranger shall have obligations or duties
whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder. 

(e) (f) In case of the pendency of any proceeding with respect to any
Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any reimbursement obligation in respect of
any LC Disbursement 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 any Borrower) shall be entitled and empowered (but not obligated)
by intervention in such proceeding or otherwise: 
 (i) to file and prove a claim for the whole amount of the principal and interest
owing and unpaid in respect of the Loans, LC Disbursements 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 Issuing Bank and the
Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and 
 (ii) 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 proceeding is hereby authorized by each Lender, the Issuing Bank and each other Secured Party to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Issuing Bank or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under
the Loan Documents (including under Section 9.03). 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 Issuing Bank any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding. 

(f) (g) Without limiting the powers of the Administrative Agent, for the purposes of holding any hypothec granted to
the Attorney (as defined below) pursuant to the laws of the Province of Québec to secure the prompt payment and performance of any and all Secured Obligations by any Loan Party, each of the Secured Parties hereby irrevocably appoints and
authorizes the Administrative Agent and, to the extent necessary, ratifies the appointment and authorization of the Administrative Agent, to act as the hypothecary representative of the creditors as contemplated under Article 2692 of the Civil Code
of Québec (in such capacity, the “Attorney”), and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties that are conferred upon the Attorney under any
related deed of hypothec. The Attorney shall: (a) have the sole and exclusive right and 

  
 154 













 
authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and remedies given to the Attorney pursuant to any such deed of hypothec and applicable
law, and (b) benefit from and be subject to all provisions hereof with respect to the Administrative Agent mutatis mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and
indemnification by the Secured Parties and Loan Parties. Any person who becomes a Secured Party shall, by its execution of an Assignment and Acceptance Agreement, be deemed to have consented to and confirmed the Attorney as the person acting as
hypothecary representative holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Secured Party, all actions taken by the Attorney in such capacity. The substitution of the Administrative Agent pursuant to the
provisions of Section 8.06 also constitutes the substitution of the Attorney. 

(g) (h) The provisions of this Article are solely for the
benefit of the Administrative Agent, the Lenders and the Issuing Bank, and, except solely to the
extent of the Borrowers’ right to consent pursuant to and subject to the conditions set forth in this Article, no Borrower nor any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any
such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the
provisions of this Article. 
 SECTION 8.02. Administrative Agent’s Reliance, Indemnification, Etc. 

(a) Neither the
Administrative Agent, the FILO Agent nor any of itstheir respective Related Parties shall be (i) liable for any action taken or omitted to be taken by such party, the Administrative
Agent, the FILO Agent or any of itstheir respective Related Parties under or in connection with this Agreement or the other Loan Documents (x) with the consent of 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 to be necessary, under
the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and
non-appealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or
in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s or FILO Agent’s reliance on any Electronic Signature transmitted by
telecopy, emailed pdf or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to perform its obligations hereunder or
thereunder. 
 The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the Borrower Representative, a Lender or the Issuing Bank, and 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 any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other
agreement, instrument or document, (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items (which on their face purport to be such items) expressly required to be
delivered to the Administrative Agent or 

  
 155 













 
satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to
the Administrative Agent, (vi) the creation, perfection or priority of Liens on the Collateral.
Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable or responsible for any claim, liability, loss, cost or expense suffered by any Borrower, any other Loan Party, any Subsidiary, any Lender or any Issuing
Bank as a result of, any determination of the Revolving Exposure, any of the component amounts thereof or any portion thereof attributable to each Lender or Issuing Bank, or any exchange rate or Dollar Equivalent. 

(b) Without limiting the foregoing, the
Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.04, (ii) may rely on
the Register to the extent set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrowers), independent public accountants and other experts selected by it, and shall not be liable for any action
taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing
Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) 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 an Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have
received notice to the contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect
of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any
statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for
being the maker thereof). 
 SECTION 8.03. Posting of Communications. 

(a) The Borrowers agree that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and
the Issuing Bank by posting the Communications on IntraLinksTM, DebtDomain, SyndTrak, ClearPar or any other electronic system chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic
Platform”). 
 (b) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable
security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Restatement Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through
a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and each Borrower acknowledges and agrees that the distribution of material through an
electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there may be
confidentiality and other risks associated with such distribution. Each of the Lenders, the Issuing Bank and each Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the
risks of such distribution. 

  
 156 













 (c) THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS”
AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS
IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. 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 THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE
ADMINISTRATIVE AGENT, ANY ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY
LIABILITY TO ANY LOAN PARTY, ANY LENDER, ANY ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE)
ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS
THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM. 
 “Communications” means, collectively, any notice, demand,
communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or Issuing Bank by means of electronic communications pursuant to this Section,
including through an Approved Electronic Platform. 
 (d) Each Lender and Issuing Bank agrees that notice to it (as provided in the
next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender and Issuing Bank agrees
(i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by
electronic transmission and (ii) that the foregoing notice may be sent to such email address. 
 (e) Each of the Lenders, Issuing Bank
and each Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s
generally applicable document retention procedures and policies. 
 (f) Nothing herein shall prejudice the right of the Administrative Agent,
any Lender or Issuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document. 

SECTION 8.04. The
Administrative Agent Individually. With respect to its CommitmentRevolving Commitments, FILO Term Loan Commitments (if any), Loans (including
Swingline Loans) and Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for
any other Lender or Issuing Bank, as the case may be. The terms “Issuing Bank”, “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, as
applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits
from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, any Loan Party, any Subsidiary or any Affiliate of any of the
foregoing as if such Person was not acting as the Administrative Agent and without any duty to account
therefor to the Lenders or the Issuing Bank. 

  
 157 













 SECTION 8.05. Successor Administrative Agent. 

(a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower Representative
(or in the case of the FILO Agent, the Administrative Agent, the FILO Term Loan Lenders and the Borrower
Representative), whether or not a successor Administrative Agent has been appointed.
Upon any such resignation, (x) the Required Lenders shall have
the right, to appoint a successor Administrative Agent and (y) the Required FIL Lenders shall have the right, to appoint
a successor FILO Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders (or the Required FILO Lenders, as
applicable) and shall have accepted such appointment within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf
of the Lenders and the Issuing Bank (or in the case of the FILO Agent, the FILO Term Loan Lenders), appoint a
successor Administrative
Agent (which in the case of the Administrative Agent shall be a bank with an office in New
York, New York or an Affiliate of any such bank). In either case,
such appointment shall be subject to the prior written approval of the Borrower Representative (which approval may not be unreasonably withheld and shall not be required while a Specified Event of Default has occurred and is continuing). Upon the
acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such
successor Administrative Agent shall succeed to and become vested with, all the rights, powers,
privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan
Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the
retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the
successor Administrative Agent its rights as Administrative Agent under the Loan Documents. 

(b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after
the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and
the BorrowersBorrower
Representative (or in the case of the FILO Agent, the FILO Term Loan Lenders), whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan
Documents; provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties and continue to be entitled to the rights set forth in such Collateral Document and Loan
Document, and, in the case of any Collateral in the possession of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is appointed and accepts such appointment in
accordance with this Section (it being understood and agreed that the retiring Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action required to maintain the perfection
of any such security interest), and (ii) the Required Lenders (or the Required FILO Lenders with respect to the FILO
Agent) shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the
Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications
required or contemplated to be given or made to the Administrative Agent shall directly be given or
made 

  
 158 













 
to each Lender and Issuing Bank (or the FILO Term Loan Lenders, as
applicable). Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section 2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth
in any other Loan Document, 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 and in respect of the matters referred to in the proviso under clause (a) above. 

(c) Simultaneously with
the Discharge of Revolving Obligations, JPMORGAN CHASE BANK, N.A. (or its successor or assigns) shall resign as the Administrative Agent, and the Required FILO Lenders shall appoint successor Administrative Agent. Notwithstanding any of the
foregoing, such appointment shall not require the prior written approval of Borrower Representative if the successor Administrative Agent is the FILO Agent. 

SECTION 8.06. Acknowledgements of Lenders and Issuing Bank. 

(a) Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that
it has, independently and without reliance upon the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent,
the FILO Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent, any Arranger, any Syndication Agent, any Documentation Agent, the FILO Agent or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States
securities laws concerning the Borrowers and their Affiliates) 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. 
 (b) Each Lender, by delivering its signature page to this
Agreement on the Restatement Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and
consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the
Administrative Agent, the FILO Agent or the Lenders on the Restatement
Effective Date or the effective date of any such Assignment and Assumption or any other Loan Document pursuant to which it shall have become a Lender hereunder. 

(c) (i) Each Lender hereby agrees that (x) if the Administrative Agent
or the FILO Agent (as applicable) notifies such Lender that the Administrative Agent or FILO Agent (as applicable) has determined in its sole discretion that any funds received by such Lender from the
Administrative Agent, the FILO Agent or any of itstheir respective Affiliates (whether as a payment, prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”) were erroneously transmitted to such Lender
(whether or not known to such Lender), and demands the return of such Payment (or a portion thereof), such Lender shall promptly, but in no event later than one Business Day thereafter, return to the Administrative Agent or the FILO Agent (as applicable) the amount of any such Payment (or portion thereof) as to which such a demand was made in
same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid to the Administrative Agent or the FILO Agent (as applicable) at the greater of the NYFRB Rate and a rate determined by the Administrative Agent or the FILO Agent (as applicable) in accordance with banking industry rules


  
 159 













 
on interbank compensation (including without limitation the Bank of Canada overnight rate in the case of Loans denominated in Canadian Dollars) from time to time in effect, and (y) to the
extent permitted by applicable law, such Lender shall not assert, and hereby waives, as to the Administrative Agent or the FILO
Agent (as applicable), any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent
or the FILO Agent for the return of any Payments received, including without limitation any defense based on
“discharge for value” or any similar doctrine. A notice of the Administrative Agent or the FILO Agent (as
applicable) to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error. 
 (ii) Each Lender
hereby further agrees that if it receives a Payment from the Administrative Agent or the FILO Agent (as applicable)
or any of itstheir
respective Affiliates (x) that is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or the FILO Agent (as
applicable), or any of
itstheir respective Affiliates), with respect to such Payment (a “Payment Notice”) or (y) that was not preceded or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been
made with respect to such Payment. Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error, such Lender shall promptly notify the Administrative Agent or the FILO Agent (as applicable) of such occurrence and, upon demand from the
Administrative Agent or the FILO Agent (as applicable), it shall promptly, but in no event later than one Business
Day thereafter, return to the Administrative Agent or the FILO Agent (as applicable) the amount of any such Payment
(or portion thereof) as to which such a demand was made in same day funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is
repaid to the Administrative Agent or the FILO Agent (as applicable) at the greater of the NYFRB Rate and a rate
determined by the Administrative Agent or the FILO Agent (as applicable) in accordance with banking industry rules on
interbank compensation (including without limitation the Bank of Canada overnight rate in the case of Loans denominated in Canadian Dollars) from time to time in effect. 

(iii) The Borrower and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) are not
recovered from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent or the FILO
Agent (as applicable) shall be subrogated to all the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower
or any other Loan Party. 
 (iv) Each party’s obligations under this Section 8.06(c) shall survive the resignation or replacement
of the Administrative Agent or the FILO Agent or any transfer of rights or
obligations by, or the replacement of, a Lender, the termination of the Aggregate Revolving Commitments or the
repayment, satisfaction or discharge of all Obligations under any Loan Document. 
 SECTION 8.07. Collateral Matters; Agents for
Perfection. 
 (a) Except with respect to the exercise of setoff rights in accordance with Section 9.08 or with respect to a Secured
Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed
that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof. In its capacity, the Administrative Agent is a
“representative” of the Secured Parties within the meaning of the term “secured party” as defined in the UCC. In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations,
the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the
Administrative Agent on behalf of the Secured Parties. 

  
 160 













 (b) In furtherance of the foregoing and not in limitation thereof, no arrangements in
respect of Banking Services the obligations under which constitute Secured Obligations and no Swap Agreement the obligations under which constitute Secured Obligations, will create (or be deemed to create) in favor of any Secured Party that is a
party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such
arrangement in respect of Banking Services or Swap Agreement, as applicable, shall be deemed to have appointed the Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan
Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. 
 (c) The Secured Parties irrevocably
authorize the Administrative Agent, at its option and in its discretion, to 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
Section 6.02(d). The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or
perfection of the Administrative Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders or any other Secured Party for any failure
to monitor or maintain any portion of the Collateral. 
 (d) Each Lender, for and on behalf of itself and each of its Affiliates, agrees to
hold all Control Collateral and Cash Collateral that is part of the Collateral in its possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as agent for each Secured Party solely for the purpose
of perfecting the security interest granted to the Administrative Agent for itself and each Secured Party in such Control Collateral or Cash Collateral. The duties or responsibilities of any such Lender (or Affiliate thereof) under this
Section 8.07(d) are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral in its possession as agent for the Secured Parties for purposes of perfecting the Lien held by such Lender (or
Affiliate). No Lender (or Affiliate) is, or shall be deemed to be, a fiduciary of any kind for any other Secured Party or any other Person. Nothing in this Section 8.07(d) shall be construed to limit (a) the obligations of the Loan Parties
to comply with the requirements of the Collateral Documents or any other Loan Document with respect to any Control Collateral or Cash Collateral or (b) any Lender’s obligation to share the benefits of any right of setoff or counterclaim
with respect to any Control Collateral or Cash Collateral pursuant to the terms of this Agreement. As used in this Section 8.07(d), (i) “Cash Collateral” means cash, Permitted Investments, Security Entitlement or Financial
Assets, and (ii) “Control Collateral” means any Collateral consisting of any certificated Security, Securities Account, Investment Property, Deposit Account, Instruments or any other Collateral as to which a Lien may be
perfected through possession or control by the secured party, or any representative therefor (with capitalized terms not defined herein having the meanings set forth in the UCC). 

SECTION 8.08. Credit Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the
Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner
purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the
Bankruptcy Code, or any similar laws in any other jurisdictions to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or


  
 161 













 
with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and
purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or
unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating
the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the
Administrative Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which
were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative Agent shall be authorized to adopt documents providing for
the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be
governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition
vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 9.02 of this Agreement), (iv) the
Administrative Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership
interests, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further
action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the
acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such Obligations and the
equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding
that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information
regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative Agent may reasonably request in connection with the formation of any
acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit
bid.  

Notwithstanding anything
to the contrary set forth in the foregoing paragraph credit bidding with respect to the FILO Obligations shall be governed by Schedule 9.23. 

SECTION 8.09. Intercreditor Agreements. Without limiting the authority granted to the Administrative Agent in Section 8.01(a)
hereof, each Lender (and each Person that becomes a Lender hereunder) hereby authorizes and directs the Administrative Agent (with
the prior consent of the FILO Agent) to enter into and to amend, restate, supplement or otherwise modify any subordination or intercreditor agreement (including any Intercreditor Agreement) on behalf of such Lender and its Affiliates,
and agrees that the Administrative Agent (with the prior consent of the FILO Agent) may take such actions on its behalf as is contemplated by the terms of such agreement. In the event of any conflict between the terms of any such subordination and intercreditor agreement and this Agreement, the
terms of the Intercreditor Agreement shall govern and control. 

  
 162 













 SECTION 8.10. Certain ERISA Matters. 

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the
date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the
benefit of any Borrower or any other Loan Party, that at least one of the following is and will be true: 
 (i) such Lender is not using
“plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the
Revolving Commitments, 

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate
accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such
Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the
Revolving Commitments and this Agreement, 
 (iii) (A) such Lender is an
investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Revolving Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments and this Agreement satisfies the requirements of
sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Revolving Commitments and this Agreement, or 
 (iv) such other representation, warranty and covenant as
may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. 
 (b) In addition, unless sub-clause
(i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such
Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of, the Administrative Agent, and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that none of the Administrative Agent, any Arranger,
any Syndication Agent, any Documentation Agent, or any of their respective Affiliates is a fiduciary with respect to the Collateral or the assets of such Lender (including in connection with the reservation or exercise of any rights by the
Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto). 

  
 163 













 (c) The Administrative Agent and each Arranger, Syndication Agent and Documentation Agent
hereby informs the Lenders that each such Person is not undertaking to provide investment advice or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the
transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit,
the Revolving Commitments, this Agreement and any other Loan Documents,
(ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Revolving Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or
the Revolving Commitments by such Lender or (iii) may receive
fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency
fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance
fees, breakage or other early termination fees or fees similar to the foregoing. 
 ARTICLE IX 

Miscellaneous. 
 SECTION
9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems (and subject in each case to paragraph (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 or sent by facsimile, as follows: 

(i) if to any Loan Party, to the Borrower Representative at: 

Bed Bath & Beyond Inc. 

650 Liberty Avenue 

Union, New Jersey 07083 

Attention: General Counsel 

E-mail: arlene.hong@bedbath.com 

with a copy to 

Bed Bath & Beyond Inc. 

650 Liberty Avenue 

Union, New Jersey 07083 

Attention: Chief Financial Officer 

E-mail:
gustavo.arnal@bedbath.comgustavo.arnal@bedbath.com


with a
copy to 
 Kirkland & Ellis LLP 

2049
Century Park East, 37th Floor 
 Los Angeles, CA 90067 

Attention: David
 M. Nemecek, P.C. and Nisha Kanchanapoomi, P.C. 

  
 164 














E-mail:
david.nemecek@kirkland.com; 
 nisha.kanchanapoomi@kirkland.com 

Fax:
(310) 552-5900 

  
 165 













 (ii) if to the Administrative Agent, JPMCB in its capacity as an Issuing Bank or the
Swingline Lender, to JPMorgan Chase Bank, N.A. at: 
 JPMorgan Chase Bank, N.A. 

10 S. Dearborn Street, 9th
floorFloor L2 

Suite
IL1-0480 
 Chicago, Illinois 6060360603-2300 
 Attention: Arpan PatelAlexis
Johnson 
 Email:
arpan.x.patel@jpmorgan.comalexis.johnson@chase.com


Phone:
(980) 296-6582 
 with a copy to: 

JPMorgan
Chase Bank, N.A. 
 Middle Market Servicing 

10 S.
Dearborn Street, Floor L2 
 Suite IL1-0480 

Chicago,
Illinois 60603-2300 
 Attention: Commercial Banking Group 

Email:
jpm.agency.cri@jpmorgan.com; 
 jpm.agency.servicing.1@jpmorgan.com 

Fax: 312-235-2438(844) 490-5663 

(iii) if to JPMCB in its
capacity as the Issuing Bank, to JPMorgan Chase Bank, N.A.
at: 
 JPMorgan Chase Bank, N.A. 

10 S.
Dearborn Street, Floor L2 
 Suite IL1-0480 

Chicago,
Illinois 60603-2300 
 Attention: LC Agency Team 

Email:
chicago.lc.agency.activity.team@jpmchase.com 
 Phone: 800-364-1969 

Fax:
856-294-5267 
 with a copy to: 

JPMorgan
Chase Bank, N.A. 
 10 S. Dearborn Street, Floor L2 

Suite
IL1-0480 
 Chicago, Illinois 60603-2300 

Attention: Loan &
 Agency Services Group 
 Attention: Alexis Johnson 

Email:
alexis.johnson@chase.com; 
 Phone: (980) 296-6582 

  
 166 














(iv) if to the FILO Agent,
to Sixth Street Specialty Lending, Inc. at: 
 2100 McKinney Avenue, Suite 1500 

Dallas,
Texas 75201 
 Email: SLXAccounting@sixthstreet.com 

with a
copy (which shall not constitute notice) to 
 Proskauer Rose LLP 

11 Times
Square 

New York, New York
10036 

Attention:
    Frederic Ragucci and Ji Hye You 
 Telephone:   212-969-3000 

Telecopier:
  212-969-2900 
 (v) (iii) if to any other Lender or Issuing Bank, to it at its address or facsimile number set forth in its
Administrative Questionnaire. 
 All such notices and other communications (A) sent by hand or overnight courier service, or mailed by certified
or registered mail, shall be deemed to have been given when received, (B) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal business hours of the recipient, such notice or
communication shall be deemed to have been given at the opening of business on the next Business Day of the recipient, or (C) delivered through Electronic Systems or Approved Electronic Platforms, as applicable, to the extent provided in
paragraph (b) below shall be effective as provided in such paragraph. 
 (b) Notices and other communications hereunder may be delivered
or furnished by using Electronic Systems or Approved Electronic Platforms, as applicable, or pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Administrative Agent and the applicable Lender. Each of the Administrative Agent, the FILO Agent and the Borrower Representative (on behalf of the Loan Parties) may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic Systems or Approved Electronic
Platforms, as applicable, pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent or FILO Agent (as applicable) otherwise proscribes, all such notices and other communications (i) 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 not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next Business Day for the recipient, and (ii) 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; provided that, for both clauses (i) and (ii) above, if such notice, e-mail 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 of the recipient. 

  
 167 













 (c) Any party hereto may change its address, facsimile number or e-mail address for notices
and other communications hereunder by notice to the other parties hereto. 
 SECTION 9.02. Waivers; Amendments. (a) No failure
or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power,
or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Bank and the
Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. 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, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or
knowledge of such Default at the time. 
 (b) Except as
provided in Section 2.09(b) (with respect to any Incremental FILO Loan Amendment) and
subjectSubject to Section 2.14(c) and (d) and
Section 9.02(e) below, neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement, pursuant to an agreement or agreements in writing
entered into by the Borrowers and the Required Lenders or (y) in the case of any Collateral Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties
thereto with the consent of the Required Lenders; provided that, except as provided in Section 2.09(b) (with respect to any Incremental FILO Loan
Amendment) and subject to Section 2.14(c) and (d) and Section 9.02(e) below, no such agreement shall (i) increase the Commitment of any Lender without the written consent
of such Lender (including any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce or forgive any interest or fees payable
hereunder, without the written consent of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby (provided that any amendment or modification of the financial covenants in this Agreement (or any defined
term used therein) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any date for the
payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender (including
any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change Section 2.18(b) or (d) in a manner that would alter the ratable reduction of Commitments or the manner in which payments are shared, or change the
order of the payment waterfall provisions of Section 2.18(b), in each case, without the written consent of each Lender (other than any Defaulting Lender), (v) increase the advance rates set forth in the definition of Borrowing Base or,
subject to clause (vi) below, otherwise change the definitions of “Borrowing Base” if the effect of such modification is to increase borrowing availability, in any such case, without the written consent of the Supermajority Revolving
Lenders; provided that the foregoing shall not limit the ability of the Administrative Agent to change, establish, eliminate or reduce any Reserve in its Permitted Discretion, (vi) add a new category of eligible assets to the Borrowing
Base without the written consent of each Revolving Lender; provided that the addition of Accounts (other than Credit Card Receivables, to the extent constituting Accounts) as eligible assets shall only require the written consent of the
Supermajority Revolving Lenders, (vii) change any of the provisions of this Section or the definitions of “Required Lenders,” “Supermajority Revolving Lenders” or any other provision of any Loan Document specifying the
number or percentage of Lenders (or Lenders of any 

  
 168 













 
Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting
Lender) directly affected thereby, (viii) change the definition of “Permitted Non-Collateral Account” in any Security Agreementproviso set forth in Section 2.09(a)(i) or the second proviso set forth in Section 2.09(a)(iv) without the written consent of each Lender with First Amendment Temporary Increase Commitment; (ix) (A) release the Company from its obligation under its Loan
Guaranty or (B) release all or substantially all of the other Loan Guarantors from their obligations under the Loan Guaranty (except, in the case of this clause (B), as otherwise permitted herein or in the other Loan Documents), without the
written consent of each Lender (other than any Defaulting Lender), (x) except as provided in clause (c) of this Section or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each
Lender (other than any Defaulting Lender), (xi) except as expressly permitted herein or in any other Loan Document with respect to Non-ABL Assets, subordinate the Obligations hereunder or the Liens granted in favor of the Administrative Agent
under the Collateral Documents, to any other Indebtedness or Lien, as the case may be, without the written consent of each Lender, (xii) add any real property as Collateral without the consent of each Lender, or (xiii) add a new Agreed Currency or a Borrower that is not organized under the laws of the U.S. or Canada
without the consent of each Lender directly affected thereby, or (xiv) increase the percentage set forth in
Section 9.04(a)(iii) without the consent of all Lenders; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be (it being understood that any amendment to
Section 2.20 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender); provided further that no such agreement shall amend or modify the provisions of Section 2.07 or any letter
of credit application and any bilateral agreement between the Borrower Representative and the Issuing Bank regarding the Issuing Bank’s Issuing Bank Sublimit or the respective rights and obligations between any Borrower and the Issuing Bank in
connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and the Issuing Bank, respectively. The Administrative Agent may also amend the Commitment Schedule to reflect assignments entered
into pursuant to Section 9.04. Any amendment, waiver or other modification of this Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one or more Classes (but not the
Lenders of any other Class), may be effected by an agreement or agreements in writing entered into by the Borrowers and the requisite number or percentage in interest of each affected Class of Lenders that would be required to consent thereto under
this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. 
 (c) The Lenders and the Issuing Bank
hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all Secured
Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the
Administrative Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry), and to the extent that the property being
sold or disposed of constitutes the Equity Interests of a Subsidiary, the Administrative Agent is authorized to release any Loan Guaranty provided by such Subsidiary (other than pursuant to a transaction the primary purpose of which is to cause the
release of such Loan Guaranty), (iii) constituting property leased to a Loan Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or other
disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on
Collateral without the prior written authorization of the Required Lenders (it being agreed that the Administrative Agent may rely conclusively on one or 

  
 169 













 
more certificates of the Borrowers as to the value of any Collateral to be so released, without further inquiry). Any such release shall not in any manner discharge, affect, or impair the
Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute
part of the Collateral. Any execution and delivery by the Administrative Agent of documents in connection with any such release shall be without recourse to or warranty by the Administrative Agent. 

(d) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender
affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a
“Non-Consenting Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is
reasonably satisfactory to the Borrowers, the Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and
to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) the
Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees
(including without limitation the FILO Applicable Premium) and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and including the date of
termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16(if
any) had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Each party hereto agrees that an assignment required pursuant to this
paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower Representative, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference
pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall
be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such
assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto. 

(e) Notwithstanding anything to the contrary herein the Administrative Agent may, with the consent of the Borrower Representative only, amend,
modify or supplement this Agreement or any of the other Loan Documents (i) to cure any ambiguity, omission, mistake, defect or inconsistency
or correct any typographical error or other manifest error in any Loan Document or (ii) to reflect the addition of new types of Collateral (other than real property) and any Intercreditor Agreement relating thereto in connection with Indebtedness permitted under this Agreement. 

SECTION 9.03. Expenses; Limitation of Liability; Indemnity; Damage Waiver. 

(a) The Loan Parties shall, jointly and severally, pay all (i) reasonable and documented out-of-pocket expenses incurred by the
Administrative Agent, the FILO Agent and itstheir respective Affiliates, including the reasonable fees, charges and disbursements of one primary counsel to the Administrative
Agent,
and one primary counsel to the FILO Agent plus,
in each case and if reasonably necessary, one specialist counsel and one local counsel in each applicable material 

  
 170 













 
jurisdiction (excluding allocated costs of in-house counsel) for each of the
Administrative Agent and the FILO Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through any Electronic System or Approved Electronic Platform) of the credit facilities
provided for herein, the preparation and administration of the Loan Documents and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated),
(ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) reasonable and documented
out-of-pocket expenses incurred by the Administrative Agent, the FILO Agent, the Issuing Bank or any Lender,
including the reasonable fees, charges and disbursements of one primary counsel to the Administrative Agent, the Issuing Bank or any
Lender (other than any FILO Term Loan Lender), taken as a whole, and one primary counsel to the FILO Agent and any FILO Term Loan Lender, taken as a whole, plus, in each case and if reasonably necessary, one specialist counsel and one
local counsel in each applicable jurisdiction, and, in the case of an actual conflict of interest, one additional specialist or local counsel to all such affected persons (in each case taken as a whole and excluding allocated costs of in-house
counsel and paralegals) in connection with the enforcement, collection or protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include, without limiting
the generality of the foregoing, fees, costs and expenses incurred in connection with: 
 (A) appraisals and insurance reviews; 

(B) field examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or the
internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination; 
 (C) background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative Agent
or the FILO Agent; 

(D) Taxes, fees and other charges for (1) lien searches and (2) recording the filing financing statements and continuations, and
other actions to perfect, protect, and continue the Administrative Agent’s Liens; 
 (E) sums paid or incurred to take any action
required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take; and 
 (F) forwarding loan proceeds,
collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. 

All of the foregoing fees, costs and expenses may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in
Section 2.18(c). 
 (b) The Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the FILO Agent, each Arranger, each Syndication Agent, each Documentation
Agent, the Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
penalties, incremental taxes, liabilities and related expenses, including the reasonable and documented 

  
 171 













 
fees, charges and disbursements of (I) one counsel to
(x) the Indemnitees (other than the FILO Agent, the FILO Term
Loan Lenders and each Related Party of any of the foregoing) (the “Revolving Indemnitees”) and (y) the FILO Agent, the FILO Term Loan Lenders and each Related Party of any of the foregoing (the “FILO Indemnitees”) (in each
case of clauses (x) and (y), taken as a whole and excluding
allocated costs of in-house counsel) and, (II) if reasonably necessary, one specialist counsel and local counsel in any relevant jurisdiction to (x) all
such Revolving Indemnitees and,
(y) all such FILO Indemnitees (in each case of clauses (x) and (y), taken as a whole and excluding allocated costs of
in-house counsel) and (III) in the case of an actual conflict of interest, one additional specialist or local counsel to (x) all such affected
Revolving
Indemnitees and (y) all such affected FILO Indemnitees (in each
case taken as a whole and excluding allocated costs of in-house counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement
or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the
use of the proceeds thereof (including any application or related issuing document or drawing document referred to in or 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 a Loan Party or a Subsidiary during or as a result of such ownership or operation thereof, or any Environmental Liability related in any way to a Loan Party or a Subsidiary, (iv) the failure of a Loan Party to
deliver to the Administrative Agent the required receipts or other required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant to Section 2.17, or (v) any actual or prospective claim, litigation,
investigation, arbitration or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation, arbitration or proceeding is brought by any Loan Party or their respective equity holders, Affiliates, creditors or any
other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, penalties, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from (1) the gross negligence, bad faith or willful misconduct of
such Indemnitee or (2) a claim against an Indemnitee for a material breach of such Indemnitee’s express obligations hereunder or (B) relate to a dispute solely among Indemnitees (not arising as a result of any act or omission by the
Company or any of its affiliates) other than claims against an indemnified person acting in its capacity or fulfilling its role as an agent, bookrunner, arranger, issuing lender, swingline lender or other similar role. This Section 9.03(b)
shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim. 
 (c)
Each Lender severally agrees to pay any amount required to be paid by any Loan Party under paragraph (a) or (b) of this Section 9.03 to the
Administrative Agent, the FILO Agent, each Issuing Bank and the Swingline
Lender, and each Related Party of any of the foregoing Persons (each, an “Agent Indemnitee”) (to the extent not reimbursed by a Loan Party and without limiting the obligation of any Loan Party to do so), ratably according to their
respective Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which
the Aggregate Revolving Commitments shall have terminated and the
Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and
disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Revolving Commitments, the FILO Term Loan Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred
to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by or asserted against 

  
 172 













 
such Agent Indemnitee in its capacity as such; provided, further, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence, bad faith or
willful misconduct. 
 (d) To the extent permitted by applicable law (i) neither Company nor any other Loan Party shall assert, and the
Company and each other Loan Party hereby waives, any claim against the Administrative Agent, the FILO Agent, any
Arranger, any Syndication Agent, any Documentation Agent any Issuing Bank and any Lender, and any Related Party of any of the foregoing Persons (each such Person being called a “Lender-Related Person”) for any Liabilities arising
from the use by others of information or other materials (including, without limitation, any personal data) obtained through telecommunications, electronic or other information transmission systems (including the Internet), and (ii) no party hereto
shall assert, and each such party hereby waives, any Liabilities against any other party hereto, 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 or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that,
nothing in this Section 9.03(d) shall relieve the Company or any Loan Party of any obligation it may have to indemnify an Indemnitee, as provided in Section 9.03(b), against any special, indirect, consequential or punitive damages asserted
against such Indemnitee by a third party. 
 (e) All amounts due under this Section shall be payable not later than twenty (20) days
after written demand therefor. 
 The agreements under this Section 9.03 shall survive the termination of this Agreement and Letters of Credit and the
Payment in Full of the Secured Obligations. 
 SECTION 9.04. Successors and Assigns. (a) 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 (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no Borrower may assign
or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and, (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this
Section and (iii) neither the FILO Agent, any FILO Term Loan Lender or any of their respective Affiliates shall hold in excess of twenty-five percent (25.0%) of the Revolving
Commitments; provided, that such limitation shall not apply upon an Event of Default described in Section 7.01(a), (b), (h), (i) or (j) . 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 (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the
extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under
or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to
one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of
its Revolving Commitment, participations in Letters of Credit and the Loans
at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 

  
 173 













 (A) the Borrower Representative, provided that the Borrower Representative shall be
deemed to have consented to any such assignment of all or a portion of the Loans and Revolving Loans and Commitments unless it shall object thereto by
written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, and provided further that no consent of the Borrower Representative shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if a Specified Event of Default has occurred and is continuing, any other assignee; 

(B) the Administrative Agent; 

(C) (except in the case
of the FILO Term Loans) the Issuing Bank; and

 (D) (except
in the case of the FILO Term Loans) the Swingline
Lender; and
 

(E) in the case of the
FILO Term Loans, the FILO Agent. 
 (ii) Assignments shall be subject to the
following additional conditions: 
 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or
an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Revolving Commitment or 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) shall
not be less than
$10,000,0005,000,000
 unless each of the Borrower Representative and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Representative shall be required if an Event of Default
has occurred and is continuing; 
 (B) 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; 
 (C) the parties to each assignment shall execute and deliver to the
Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent
and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500; 
 (D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material
non-public information about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and
applicable laws, including Federal and state securities laws; and 
 (E) each assignee shall acquire an equal proportionate share (as
determined by the assigned Revolving Commitments in relation to the Aggregate Revolving Commitments of all Lenders), either directly, or through an Affiliate or a branch, of the Canadian Sublimit. 

  
 174 













 For the purposes of this Section 9.04(b), the terms “Approved Fund”
and “Ineligible Institution” have the following meanings: 
 “Approved Fund” means any Person (other than a
natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Ineligible Institution“
means (a) a natural person, (b) a Defaulting Lender or its Parent, (c) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, with
respect to clause (c), such company, investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose of acquiring any Loans or Revolving Commitments, (y) is managed by a professional advisor, who is not
such natural person or a relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater than $25,000,000 and a significant part of its activities consist of making or
purchasing commercial loans and similar extensions of credit in the ordinary course of its business; or (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party. 

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party hereto 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 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this
Agreement that does not comply with this Section 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 paragraph (c) of this Section. 

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices 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 Revolving Commitment of, and principal amount of the Loans and LC
Disbursements 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 Borrowers, the Administrative Agent, the Issuing
Bank and the Lenders shall 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 Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

(v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the
assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment
required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee
shall have failed to make any payment required to be made by it pursuant to Section 2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the
information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register
as provided in this paragraph. 

  
 175 













 (c) Any Lender may, without the consent of, or notice to, the Borrowers, the Administrative
Agent, the Issuing Bank or the Swingline Lender, sell participations to one or more banks or other entities (a “Participant”) other than an Ineligible Institution in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Revolving
Commitment and/or the 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 Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement. 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, modification or waiver described in the first proviso to Section 9.02(b)
that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f)
and (g) (it being understood that the documentation required under Section 2.17(f) shall be delivered to the participating Lender and the information and documentation required under Section 2.17(g) will be delivered to the Borrowers
and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the
provisions of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its
participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. 

Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the
Borrowers to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters
the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement or any other Loan Document (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Revolving Commitments, Loans, Letters of Credit or its other obligations under
any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such
Revolving Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of
doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant
Register. The Register and Participant Register are intended to cause each Loan and other obligation hereunder to be in
registered form within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations and within
the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code. 

  
 176 













 (d) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a
security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in
the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the
Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may
have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee
or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the
Aggregate Revolving Commitments have not expired or terminated. The
provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of
the Letters of Credit and the Aggregate Revolving Commitments or the
termination of this Agreement or any other Loan Document or any provision hereof or thereof. 
 SECTION 9.06. Counterparts;
Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to (i) fees payable to the Administrative Agent and (ii) increases or reductions of the Issuing Bank Sublimit
of the Issuing Bank 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 which, when taken together, bear the signatures of
each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

(b) Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) any
document, amendment, approval, consent, information, notice (including, for the avoidance of doubt, any notice delivered pursuant to Section 9.01), certificate, request, statement, disclosure or authorization related to this Agreement, any
other Loan Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an
image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement, such other Loan Document or such Ancillary Document, as applicable. The words “execution,” “signed,”
“signature,” “delivery,” and words of like import in or relating to this Agreement, any other Loan Document and/or any Ancillary Document shall be deemed to include Electronic Signatures, deliveries or the keeping of records in
any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature 

  
 177 













 
page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as
the case may be; provided that nothing herein shall require the Administrative Agent to accept Electronic Signatures in any form or format without its prior written consent and pursuant to procedures approved by it; provided, further,
without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given
by or on behalf of the Company or any other Loan Party without further verification thereof and without any obligation to review the appearance or form of any such
Electronic sSignature and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the
foregoing, the Company and each Loan Party hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the
Administrative Agent, the Lenders, the Company and the other Loan Parties, Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page and/or any electronic
images of this Agreement, any other Loan Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Lenders may, at its option,
create one or more copies of this Agreement, any other Loan Document and/or any Ancillary Document in the form of an imaged electronic record in any format, which shall be deemed created in the ordinary course of such Person’s business, and
destroy the original paper document (and all such electronic records shall be considered an original for all purposes and shall have the same legal effect, validity and enforceability as a paper record), (iii) waives any argument, defense or
right to contest the legal effect, validity or enforceability of this Agreement, any other Loan Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Loan Document and/or such
Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Lender-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Lender’s
reliance on or use of Electronic Signatures and/or transmissions by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page, including any Liabilities arising as a result of the failure of
the Company and/or any other Loan Party to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature. 

SECTION 9.07. Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 SECTION 9.08. Right of Setoff. If an
Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at any time held, and other obligations at any time owing, by such Lender, the Issuing Bank or any such Affiliate, to or for the credit or the account of any Loan Party
against any and all of the Secured Obligations held by such Lender, the Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, the Issuing Bank or their respective Affiliates shall have made any demand under the
Loan Documents and although such obligations may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or the Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such
indebtedness; provided that in the event that any 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 2.20 and, pending such payment, shall be segregated by such 

  
 178 













 
Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Bank, and the Lenders, and (y) the Defaulting Lender shall provide
promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The applicable Lender, the Issuing Bank or such Affiliate shall
notify the Borrower Representative and the Administrative Agent of such setoff or application, provided that any failure to give or any delay in giving such notice shall not affect the validity of any such setoff or application under this
Section. The rights of each Lender, the Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the Issuing Bank or their respective Affiliates
may have. 
 SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) The Loan Documents (other than those
containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal laws of the State of New York, but giving effect to federal laws applicable to national banks. 

(b) Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law
provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Secured Party relating to this Agreement, any other Loan Document, the Collateral or the consummation or administration of the transactions
contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York. 
 (c) Each of the
parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York and any U.S. federal court sitting in New York County, Borough of Manhattan, 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 any Loan Documents, the transactions relating hereto or thereto, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may (and any such claims, cross-claims or third party claims brought
against the Administrative Agent or any of its Related Parties may only) be heard and determined in such New York State or, to the extent permitted by law, in such Federal court; provided that claims with respect to (i) the Canadian
Security Agreement may, as provided therein, also be tried in the courts of the Province of Ontario (or such other Canadian jurisdiction in regard to the validity, perfection or effect of perfection of any Lien or in regard to procedural matters
that would govern under applicable law) and (ii) any deed of hypothec may, as provided therein, also be tried in the courts of Quebec. Each of the 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 any other Loan Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender 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. 

(d) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

  
 179 













 (e) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. 

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY 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, 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 OR OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (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 Governmental Authority
(including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by any Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, 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 the Loan Parties and their obligations, (g) with the consent of the Borrower Representative, (h) to the
extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential basis from a source other
than the Borrowers, (i) to its current or prospective limited
partners, or
(ij) on a confidential basis to (1) any rating agency in connection with rating any Borrower or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar
agency in connection with the issuance and monitoring of identification numbers with respect to the credit facilities provided for herein. 
 For the
purposes of this Section, “Information” means all information received from the Borrowers relating to the Borrowers or their business, other than any such information that is available to the Administrative Agent, the Issuing Bank
or any Lender on a non-confidential basis prior to disclosure by the Borrowers and other than information pertaining to this Agreement provided by arrangers to data service providers, including league table providers, that serve the lending
industry. 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. 

  
 180 













 EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN THIS SECTION 9.12) FURNISHED TO
IT PURSUANT TO THE LOAN DOCUMENTS MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY AND ITS AFFILIATES, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 

ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN
THE COURSE OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE COMPANY, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER
REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE
PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS. 
 SECTION 9.13. Several Obligations; Nonreliance;
Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any of its
obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to
the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation of any Requirement of Law. 

SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will
allow such Lender to identify such Loan Party in accordance with the USA PATRIOT Act. 
 SECTION 9.15. Disclosure. Each Loan Party,
each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their
respective Affiliates. 
 SECTION 9.16. Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for
the purpose of perfecting Liens, for the benefit of the Administrative Agent and the other Secured Parties, in assets which, in accordance with Article 9 of the UCC, the PPSA, the STA or any other applicable law can be perfected only by possession
or control. Should any Lender (other than the Administrative Agent) obtain possession or control 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. 

  
 181 













 SECTION 9.17. Interest Rate Limitation. 

(a) Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and,
to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect
of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of repayment, shall have been received by such Lender. 

(b) Without limiting the generality of the foregoing provisions of Section 9.17, if any provision of any of the Loan Documents would
obligate any Canadian Loan Party to make any payment of interest with respect to the Secured Obligations in an amount or calculated at a rate which would be prohibited by any Requirement of Law or would result in the receipt of interest with respect
to the Secured Obligations at a criminal rate (as such terms are construed under the Criminal Code (Canada)), then notwithstanding such provision, such amount or rates shall be deemed to have been adjusted with retroactive effect to the maximum
amount or rate of interest, as the case may be, as would not be so prohibited by law or so result in a receipt by the applicable recipient of interest with respect to the Secured Obligations at a criminal rate, such adjustment to be effected, to the
extent necessary, as follows: (i) first, by reducing the amount or rates of interest required to be paid by the Canadian Loan Parties to the applicable recipient under the Loan Documents; and (ii) thereafter, by reducing any fees, commissions,
premiums and other amounts required to be paid by the Canadian Loan Parties to the applicable recipient which would constitute interest with respect to the Secured Obligations for purposes of Section 347 of the Criminal Code (Canada).
Notwithstanding the foregoing, and after giving effect to all adjustments contemplated thereby, if the applicable recipient shall have received an amount in excess of the maximum permitted by that section of the Criminal Code (Canada), then Canadian
Loan Parties shall be entitled, by notice in writing to Agent, to obtain reimbursement from the applicable recipient in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by the
applicable recipient to the applicable Canadian Loan Party. Any amount or rate of interest with respect to the Secured Obligations referred to in this Section 9.17 shall be determined in accordance with generally accepted actuarial practices
and principles as an effective annual rate of interest over the term that any Revolving
LoansLoan to any Canadian Borrower remains outstanding on the assumption that any charges,
fees or expenses that fall within the meaning of “interest” (as defined in the Criminal Code (Canada)) shall, if they relate to a specific period of time, be pro-rated over that period of time and otherwise be pro-rated over the period
from the Restatement Effective Date to the date of full payment of the Secured Obligations, and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by Administrative Agent shall be conclusive for
the purposes of such determination. 
 SECTION 9.18. Marketing Consent. Subject to Section 9.12, the Borrowers hereby
authorize JPMCB and its affiliates (collectively, the “JPMCB Parties”) and the FILO Agent and its affiliates
(collectively, the “SSP Parties”), at their respective sole expense, but without any prior approval by the Borrowers, to publish such tombstones and give such other publicity to this
Agreement as each may from time to time determine in its sole discretion. The foregoing authorization shall remain in effect unless and until the Borrower Representative notifies JPMCB
and the FILO
Agent in writing that such authorization is revoked. 

  
 182 













 SECTION 9.19. Acknowledgement and Consent to Bail-In of Affected Financial
Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution
arising under any Loan Document may be subject to the Write-Down and Conversion Powers of an Affected Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an Affected Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an Affected Financial Institution; and 
 (b) the effects of any Bail-In Action on any such
liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this
Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in connection with the exercise of the
Write-Down and Conversion Powers of any Affected Resolution Authority. 
 SECTION 9.20. No Fiduciary Duty, etc. (a) Each
Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is
acting solely in the capacity of an arm’s length contractual counterparty to each Borrower with respect to the Loan Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of,
any Borrower or any other person. Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated
hereby. Additionally, each Borrower acknowledges and agrees that no Credit Party is advising any Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. Each Borrower shall consult with its own
advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein or in the other Loan Documents, and the Credit Parties shall have no responsibility or
liability to any Borrower with respect thereto. 
 (b) Each Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’
understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the
ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial
instruments (including bank loans and other obligations) of, any Borrower and other companies with which any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party
or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. 

  
 183 













 (c) In addition, each Borrower acknowledges and agrees, and acknowledges its
Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which a Borrower may have
conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships
with such Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. Each Borrower also acknowledges that no Credit Party has any
obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to any Borrower, confidential information obtained from other companies. 

SECTION 9.21. Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect
to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the
“U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by
the laws of the State of New York and/or of the United States or any other state of the United States): 
 In the event a Covered Entity
that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and
obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a
Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that
may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws
of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered
Party with respect to a Supported QFC or any QFC Credit Support. 
 SECTION 9.22. Canadian Anti-Money Laundering Legislation. 

(a) Each Loan Party acknowledges that, pursuant to the Proceeds of Crime Act and other applicable anti-money laundering, anti-terrorist
financing, government sanction and “know your client” laws (collectively, including any guidelines or orders thereunder, “AML Legislation”), the Secured Parties may be required to obtain, verify and record information
regarding the Loan Parties and their respective directors, authorized signing officers, direct or indirect shareholders or other Persons in control of the Loan Parties, and the transactions contemplated hereby. Each Loan Party shall promptly provide
all such information, including supporting documentation and other evidence, as may be reasonably requested by any Secured Party or any prospective assignee or participant of a Secured Party, in order to comply with any applicable AML Legislation,
whether now or hereafter in existence. 

  
 184 













 (b) If the Administrative Agent has ascertained the identity of any Loan Party or any
authorized signatories of the Loan Parties for the purposes of applicable AML Legislation, then the Administrative Agent: 
 (i) shall be
deemed to have done so as an agent for each Secured Party, and this Agreement shall constitute a “written agreement” in such regard between each Secured Party and the Administrative Agent within the meaning of the applicable AML
Legislation; and 
 (ii) shall provide to each Secured Party copies of all information obtained in such regard without any representation or
warranty as to its accuracy or completeness. 
 Notwithstanding the preceding sentence and except as may otherwise be agreed in writing, each of the
Lenders agrees that the Administrative Agent has no obligation to ascertain the identity of the Loan Parties or any authorized signatories of the Loan Parties on behalf of any Lender, or to confirm the completeness or accuracy of any information it
obtains from any Loan Party or any such authorized signatory in doing so 

SECTION
9.23. Agreement Among Lenders. Pursuant to the provisions of
Schedule 9.23 to this Agreement, the Administrative Agent, the FILO Agent and the Required Lenders have agreed to certain arrangements relating to matters requiring the consent or approval of some or all of the Required Revolving Lenders (as defined
in Schedule 9.23, and which shall otherwise constitute Required Lenders) and to such other matters as set forth therein (such agreement, the “Agreement Among Lenders”). Each Person who becomes a Lender pursuant to an assignment permitted
under Section 9.04 shall be bound by the terms of such Agreement Among Lenders as if such Person was an original party hereto. The Loan Parties hereby acknowledge and agree to the provisions of the Agreement Among Lenders in effect on the First
Amendment Effective Date; provided, that it is understood and agreed that no Loan Party is a party to such
Agreement Among Lenders or a third party beneficiary of such agreement. 

ARTICLE X 
 Loan Guaranty.

 SECTION 10.01. Guaranty. Each Loan Guarantor (other than those that have delivered a separate guaranty) hereby agrees that it is
jointly and severally liable for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured Parties, the prompt payment when due, whether at stated maturity, upon acceleration or
otherwise, and at all times thereafter, of the Secured Obligations and all reasonable and documented costs and expenses, including, without limitation, the reasonable fees, charges and disbursements of (I) one primary counsel to the Administrative
Agent and (II) one primary counsel to the FILO Agent, plus, (II)
 if reasonably necessary, one specialist counsel and one local counsel in each applicable jurisdiction (in each case taken as a whole and excluding allocated costs of in-house counsel and paralegals) and reasonable expenses paid or incurred
by (x) the Administrative Agent, the Issuing Bank and the
Revolving Lenders and (y) the FILO Agent and the FILO Term Loan Lenders (in each case of clauses (x) and (y) taken as a whole and excluding allocated costs of in- house counsel and
paralegals) in endeavoring to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor of all or any part of the Secured Obligations (such
costs and expenses, together with the Secured Obligations, collectively the “Guaranteed Obligations”; provided, however, 

  
 185 













 
that the definition of “Guaranteed Obligations” shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable)
any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice
to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of
any Lender that extended any portion of the Guaranteed Obligations. 
 SECTION 10.02. Guaranty of Payment. This Loan Guaranty is a
guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor of, or any other Person obligated for,
all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations. 

SECTION 10.03. No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein, the obligations of each
Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than Payment in Full of the Guaranteed Obligations), including: (i) any claim of waiver, release,
extension, renewal, settlement, surrender, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other
Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party or their assets or any resulting release or discharge of any obligation of
any Obligated Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender or any other Person, whether in
connection herewith or in any unrelated transactions. 
 (b) The obligations of each Loan Guarantor hereunder are not subject to any defense
or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit
payment by any Obligated Party, of the Guaranteed Obligations or any part thereof. 
 (c) Further, the obligations of any Loan Guarantor
hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the
Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct security for the
obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the
Issuing Bank or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any
other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than Payment in Full
of the Guaranteed Obligations). 

  
 186 













 SECTION 10.04. Defenses Waived. To the fullest extent permitted by applicable law,
each Loan Guarantor hereby waives any defense based on or arising out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations from any cause, or the cessation from any cause of
the liability of any Borrower, any Loan Guarantor or any other Obligated Party, other than Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor irrevocably waives acceptance hereof,
presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party or any other Person. Each Loan
Guarantor confirms that it is not a surety under any state law and shall not raise any such law as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it by one or more judicial
or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part of the
Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under
this Loan Guaranty except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though that election may
operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor against any Obligated Party or any security. 

SECTION 10.05. Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation,
a claim of subrogation, contribution or indemnification, that it has against any Obligated Party or any collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing
Bank and the Lenders. 
 SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the
Guaranteed Obligations (including a payment effected through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise (including pursuant to
any settlement entered into by a Secured Party in its discretion), each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time as though the payment had not been made and whether or
not the Administrative Agent, the Issuing Bank and the Lenders are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any
Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative Agent. 

SECTION 10.07. Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’
financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and
agrees that none of the Administrative Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those circumstances or risks. 

SECTION 10.08. Common Enterprise. The successful operation and condition of each of the Loan Guarantors is dependent on the continued
successful performance of the functions of the group of the Loan Guarantors as a whole and the successful operation of each of the Loan Guarantors is dependent on the successful performance and operation of each other Loan Guarantor. Each Loan
Guarantor expects to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (a) successful


  
 187 













 
operations of each of the other Loan Guarantors and (b) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of
companies. Each Loan Guarantor has determined that execution, delivery, and performance of this Loan Guaranty and any other Loan Documents to be executed by such Loan Guarantor is within its purpose, in furtherance of its direct and/or indirect
business interests, will be of direct and/or indirect benefit to such Loan Guarantor, and is in its best interest. 
 SECTION 10.09.
Taxes. Each payment of the Guaranteed Obligations will be subject to the provisions of Section 2.17. 
 SECTION 10.10.
Maximum Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to
avoidance under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform Voidable Transactions Act or similar statute or common law. In determining the
limitations, if any, on the amount of any Loan Guarantor’s obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation, indemnification or contribution which such Loan
Guarantor may have under this Loan Guaranty, any other agreement or applicable law shall be taken into account. 
 SECTION 10.11.
Contribution. 
 (a) To the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor
Payment”) which, taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Loan Guarantor if each
Loan Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to such Guarantor
Payment) bore to the aggregate Allocable Amounts of each of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible payment in full in cash of the Guarantor Payment and the Payment in
Full of the Guaranteed Obligations and the termination of this Agreement, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by, each other Loan Guarantor for the amount of such excess,
pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. 
 (b) As of any date of
determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum amount
reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other Loan Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all
payments made by other Loan Guarantors as of such date in a manner to maximize the amount of such contributions. 
 (c) This
Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11 is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any
amounts as and when the same shall become due and payable in accordance with the terms of this Loan Guaranty. 

  
 188 













 (d) The parties hereto acknowledge that the rights of contribution and indemnification
hereunder shall constitute assets of the Loan Guarantor or Loan Guarantors to which such contribution and indemnification is owing. 
 (e)
The rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon the Payment in Full of the Guaranteed Obligations and the termination of this Agreement. 

SECTION 10.12. Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and
shall be cumulative with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or
liabilities of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary. 

SECTION 10.13. 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 this Guarantee in respect of a Swap Obligation (provided, however, that each Qualified
ECP Guarantor shall only be liable under this Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 10.13 or otherwise under this Loan Guaranty voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor under this Section 10.13 shall remain in full
force and effect until the termination of all Swap Obligations. Each Qualified ECP Guarantor intends that this Section 10.13 constitute, and this Section 10.13 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. 

SECTION 10.14. Releases. 

(a) A Loan Guarantor (other than the Company) will be automatically and unconditionally released from its obligations under this Loan Guaranty:

 (i) in connection with any Disposition of (x) Equity Interests of such Loan Guarantor or (y) all or substantially all of the
assets of such Loan Guarantor, in each case, if (i) such Disposition is permitted hereunder (or consented to by the Required Lenders) and (ii) such Disposition is not being made for the primary purpose of causing the release of the Loan
Guaranty; or 
 (ii) upon Payment in Full. 

(b) The Company will be automatically and unconditionally released from its obligations under this Loan Guaranty upon Payment in Full. 

(c) Upon any occurrence giving rise to a release of a Loan Guarantor as specified above, the Administrative Agent will, at the direction of and
sole cost of the Loan Parties, execute any documents reasonably requested by the Borrower Representative in order to evidence or effect such release, termination and discharge in respect of this Loan Guaranty. Upon any release of a Loan Guarantor
from its Guarantee, such Loan Guarantor shall also be released from its obligations under the Collateral Documents subject to the provisions of Section 9.02(c). 

  
 189 













 (d) Any release of a Loan Guarantor shall be subject to the prior redetermination of the Revolving Borrowing Base and FILO Borrowing Base pursuant to Section 5.01(e) and Availability and, if
applicable, prepayment of Obligations pursuant to Section 2.11, in each case, after giving pro forma effect to such release. 

ARTICLE XI 
 The Borrower
Representative. 
 SECTION 11.01. Appointment; Nature of Relationship. Bed Bath & Beyond Inc. is hereby appointed by
each of the Borrowers as its contractual representative (herein referred to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers irrevocably authorizes the Borrower Representative
to act as the contractual representative of such Borrower with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual representative upon the express conditions
contained in this Article XI. Additionally, each U.S. Borrower hereby appoints the Borrower Representative as their agent to receive all of the proceeds of the Loans requested by such U.S. Borrower in the Funding Account(s), at which time the
Borrower Representative shall promptly disburse such Loans to the appropriate Borrower(s), provided that, in the case of a Revolving Loan, such amount shall not exceed Availability. The Administrative Agent and the Lenders, and their
respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01.

 SECTION 11.02. Powers. The Borrower Representative shall have and may exercise such powers under the Loan Documents as are
specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the
Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative. 

SECTION 11.03. Employment of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder
and under any other Loan Document by or through authorized officers. 
 SECTION 11.04. Notices. Each Borrower shall immediately
notify the Borrower Representative of the occurrence of any Default or Event of Default hereunder referring to this Agreement describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event
that the Borrower Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice
to each Borrower on the date received by the Borrower Representative. 
 SECTION 11.05. Successor Borrower Representative. Upon the
prior written consent of the Administrative Agent, the Borrower Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent shall give prompt written
notice of such resignation to the Lenders. 

  
 190 













 SECTION 11.06. Execution of Loan Documents; Borrowing Base Certificate. The Borrowers
hereby empower and authorize the Borrower Representative, on behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements, certificates, documents, or instruments as shall
be necessary or appropriate to effect the purposes of the Loan Documents, including, without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken by the Borrower Representative or
the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are reasonably incidental
thereto, shall be binding upon all of the Borrowers. 
 SECTION 11.07. Reporting. Each Borrower hereby agrees that such Borrower
shall furnish promptly after each fiscal month to the Borrower Representative a copy of its Borrowing Base Certificate and any other certificate or report required hereunder or requested by the Borrower Representative on which the Borrower
Representative shall rely to prepare the Borrowing Base Certificates and Compliance Certificate required pursuant to the provisions of this Agreement. 

(Signature Pages Follow) 

  
 191 













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

			
	BED BATH & BEYOND INC.
		
	By	 	  

		 	Name:
		 	Title:
	
	[ADDITIONAL BORROWERS]
		
	By	 	  

		 	Name:
		 	Title:
	
	OTHER LOAN PARTIES:
	
	[ADDITIONAL LOAN PARTIES]
		
	By	 	  

		 	Name:
		 	Title:



  
 192 













 
			
	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent, Issuing Bank and Swingline Lender
		
	By	 	  

		 	Name:
		 	Title:
	
	JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, individually and as an Issuing Bank and Swingline Lender
		
	By	 	  

		 	Name:
		 	Title:
	
	[OTHER LENDERS]
		
	By	 	  

		 	Name:
		 	Title:



  
 193